0001193125-20-241954 | 6-K/A | XBRL Viewer

The Company

Note 1. The Company

Cellectis S.A. (hereinafter “Cellectis” or “we”) is a limited liability company (“société anonyme”) registered and domiciled in Paris, France. We are a clinical-stage biotechnological company, employing our core proprietary technologies to develop

best-in-class

products in the field of immuno-oncology. Our product candidates, based on gene-edited

T-cells

that express chimeric antigen receptors, or CARs, seek to harness the power of the immune system to target and eradicate cancer cells. Our gene-editing technologies allow us to create allogeneic CAR

T-cells,

meaning they are derived from healthy donors rather than the patients themselves. Our gene editing expertise also enables us to develop product candidates that feature additional safety and efficacy attributes, including control properties designed to prevent them from attacking healthy tissues, to enable them to tolerate standard oncology treatments, and to equip them to resist mechanisms that inhibit immune-system activity. In addition to our focus on immuno-oncology, we are exploring the use of our gene-editing technologies in other therapeutic applications, as well as through our subsidiary, Calyxt, to deliver plant-based innovations and solutions with substantial disruption potential across multiple industries.

Cellectis S.A., Cellectis, Inc., Cellectis Biologics Inc. (which was incorporated on January 18, 2019) and Calyxt, Inc. are sometimes referred to as a consolidated group of companies as the “Group.”

Accounting principles

6 Months Ended

Jun. 30, 2020

Accounting principles

Note 2. Accounting principles

2.1 Basis for preparation

The Interim Consolidated Financial Statements of Cellectis as of June 30, 2020 and for the three-month and

six-month

period ended June 30, 2020

were approved by our Board of Directors on August 5, 2020.

The Interim Consolidated Financial Statements are presented in U.S. dollars. See Note 2.2.

The Interim Consolidated Financial Statements as of June 30, 2020 and for the three-month and

six-month

period ended June 30, 2020 have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”).

The Interim Consolidated Financial Statements as of June 30, 2020 and for the three-month and

six-month

period ended June 30, 2020 have been prepared using the same accounting policies and methods as those applied for the year ended December 31, 2019, except as described below related to the new or amended accounting standards applied.

IFRS include International Financial Reporting Standards (“IFRS”), International Accounting Standards (“the IAS”), as well as the interpretations issued by the Standards Interpretation Committee (“the SIC”), and the International Financial Reporting Interpretations Committee (“IFRIC”).

Application of new or amended accounting standards or new amendments

The following pronouncements and related amendments have been adopted by us from January 1, 2020 but had no significant impact on the Interim Consolidated Financial Statements:

•

Amendments to References to the Conceptual Framework in IFRS Standards (Effective for the accounting periods as of January 1, 2020)

•

Amendment to IFRS 3 “Business Combinations” (Effective for the accounting periods as of January 1, 2020 and not yet adopted by the European Union)

•

Amendments to IAS 1 “Presentation of financial statements” and IAS 8 “Accounting policies, changes in accounting estimates and errors” (Effective for the accounting periods as of January 1, 2020)

•

Amendments to IFRS 9 “Financial instruments”, IAS 39 “Financial instruments: Recognition and Measurement” and IFRS 7 “Financial instruments: Disclosures” (Effective for the accounting periods as of January 1, 2020)—Interest Rate Benchmark Reform

Accounting standards, interpretations and amendments issued but not yet effective

The following pronouncements and related amendments are applicable for accounting periods beginning after January 1, 2021. We do not anticipate that the adoption of these pronouncements and amendments will have a material impact on our results of operations, financial position or cash flows:

•

IFRS 17 “Insurance Contracts” (Effective for accounting periods beginning after January 1, 2021 and not yet adopted by the European Union)

•

On May 28, 2020, the IASB issued

“Covid-19-Related

Rent Concessions”, an amendment to IFRS 16. The amendment, which is applicable from June 1, 2020 (subject to endorsement by the European Union), allows lessees not to account for rent concessions as lease modifications if they are a direct consequence of

Covid-19

and meet certain conditions. Cellectis does not expect a material impact from the application of this amendment.

2.2 Currency of the financial statements

The Interim Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of Cellectis, which is the euro. We believe that this presentation enhances the comparability with peers, which primarily present their financial statements in U.S. dollars.

All financial information (unless indicated otherwise) is presented in thousands of U.S. dollars.

The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of operations, statements of comprehensive income (loss) and statements of cash flows of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive income (loss)” in the Statements of Changes in Shareholders’ Equity.

2.3 Consolidated entities and

non-controlling

interests

Accounting policy

We control all the legal entities included in the consolidation. An investor controls an investee when the investor is exposed to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Control requires power, exposure to variability of returns and a linkage between the two.

To have power, the investor needs to have existing rights that give it the current ability to direct the relevant activities that significantly affect the investee’s returns.

In order to ascertain control, potential voting rights which are substantial are taken into consideration.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.

All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full in the consolidation.

Consolidated entities

For the

six-month

period ended June 30, 2020 and June 30, 2019, the consolidated group of companies (sometimes referred to as the “Group”) includes Cellectis S.A., Cellectis, Inc., Cellectis Biologics, Inc. and Calyxt, Inc. Cellectis Biologics, Inc. was incorporated on January 18, 2019.

As of June 30, 2020, Cellectis S.A. owns 100% of Cellectis, Inc., which owns 100% of Cellectis Biologics, Inc., and approximately 68.7% of Calyxt’s outstanding shares of common stock.

Calyxt’s shares of common stock are traded on NASDAQ under the symbol “CLXT”.

Non-controlling

interests

Non-controlling

shareholders held a 31.1% interest in Calyxt Inc. as of December 31, 2019 and a 31.3% interest in Calyxt Inc. as of June 30, 2020. These

non-controlling

interests were generated during the initial public offering of Calyxt Inc and a subsequent

follow-on

offering, as well as through vesting and exercises of equity awards.

Information concerning the Group's Consolidated Operations

6 Months Ended

Jun. 30, 2020

Information concerning the Group's Consolidated Operations

Note 3. Information concerning the Group’s Consolidated Operations

3.1 Revenues and other income

3.1.1 For the

six-month

periods ended June 30

Revenues by country of origin and other income


	For the six-month period ended June 30,
	2019		2020
	$ in thousands
From France		1,623		48,323
From USA (1)		566		4,670

Revenues		2,188		52,993

Research tax credit		4,172		3,573
Subsidies and other		—		(79	)

Other income		4,172		3,494

Total revenues and other income		6,360		56,487

(1)	Revenues from USA concern Calyxt only.

Revenues by nature


	For the six-month period ended June 30,
	2019		2020
	$ in thousands
Recognition of previously deferred upfront payments		—		19,535
Other revenues		724		27,536

Collaboration agreements		724		47,071

Licenses		872		1,233
Products & services		592		4,689

Total revenues		2,188		52,993

Recognition of previously deferred upfront payments reflects mainly the recognition of $19.4 million of deferred upfront and milestone payments on released targets, which is associated with the amendment signed in March 2020 to our collaboration agreement with Les Laboratoires Servier and Institut de Recherche Servier (“Servier”).

Other revenues include the recognition of a $27.6 million upfront payment received in March 2020 also associated with the amendment by which Cellectis granted Servier an expanded exclusive worldwide license to develop and commercialize, either directly or through its US sublicensee, Allogene Therapeutics, all next generation gene-edited allogeneic CAR

T-cell

products targeting CD19, including rights to

UCART19/ALLO-501

and ALLO-501A.

Revenues related to licenses include royalties received under our various license agreements.

Products and services revenues mainly include the revenues of plants activities which are primarily attributable to the commercialization of Calyxt’s high oleic soybean oil and meal for $4.7 million during the first half of 2020.

3.1.1 For the three-month periods ended June 30

Revenues by country of origin and other income


	For the three-month period ended June 30,
	2019			2020
	$ in thousands
From France		745			607
From USA (1)		407			2,293

Revenues		1,152			2,900

Research tax credit		1,805			1,725
Subsidies and other		(25	)		(10	)

Other income		1,780			1,716

Total revenues and other income		2,932			4,616

(1)	Revenues from USA concern Calyxt only.

Revenues by nature


	For the three-month period ended June 30,
	2019		2020
	$ in thousands
Recognition of previously deferred upfront payments		—		—
Other revenues		298		110

Collaboration agreements		298		110

Licenses		431		466
Products & services		423		2,324

Total revenues		1,152		2,900

3.2 Operating expenses

3.2.1 For the

six-month

periods ended June 30


	For the six-month period ended June 30,
	2019			2020
Cost of goods sold		(337	)		(9,204	)
Royalty expenses		(1,066	)		(1,223	)

Cost of revenue		(1,403	)		(10,428	)


	For the six-month period ended June 30,
Research and development expenses	2019			2020
Wages and salaries		(9,566	)		(13,276	)
Social charges on stock option grants		(1,333	)		—
Non-cash stock based compensation expense		(4,151	)		(5,014	)

Personnel expenses		(15,049	)		(18,290	)

Purchases and external expenses		(21,586	)		(21,743	)
Other		(3,353	)		(3,555	)

Total research and development expenses		(39,987	)		(43,587	)


	For the six-month period ended June 30,
Selling, general and administrative expenses	2019			2020
Wages and salaries		(6,961	)		(7,890	)
Social charges on stock option grants		(490	)		—
Non-cash stock based compensation expense		(7,660	)		(4,413	)

Personnel expenses		(15,111	)		(12,302	)

Purchases and external expenses		(6,554	)		(6,980	)
Other		(1,644	)		(1,931	)

Total selling, general and administrative expenses		(23,309	)		(21,213	)


	For the six-month period ended June 30,
Personnel expenses	2019			2020
Wages and salaries		(16,527	)		(21,165	)
Social charges on stock option grants		(1,823	)		—
Non-cash stock based compensation expense		(11,810	)		(9,427	)

Total personnel expenses		(30,160	)		(30,592	)

3.2.2 For the three-month periods ended June 30


	For the three-month period ended June 30,
	2019			2020
Cost of goods sold		(302	)		(5,320	)
Royalty expenses		(513	)		(507	)

Cost of revenue		(815	)		(5,827	)


	For the three-month period ended June 30,
Research and development expenses	2019			2020
Wages and salaries		(4,986	)		(6,790	)
Social charges on stock option grants		(1,326	)		—
Non-cash stock based compensation expense		(2,992	)		(2,410	)

Personnel expenses		(9,304	)		(9,200	)

Purchases and external expenses		(13,967	)		(11,775	)
Other		(2,150	)		(1,887	)

Total research and development expenses		(25,421	)		(22,862	)


	For the three-month period ended June 30,
Selling, general and administrative expenses	2019			2020
Wages and salaries		(3,825	)		(3,105	)
Social charges on stock option grants		(468	)		—
Non-cash stock based compensation expense		(3,717	)		(2,240	)

Personnel expenses		(8,010	)		(5,345	)

Purchases and external expenses		(3,046	)		(2,653	)
Other		(762	)		(1,072	)

Total selling, general and administrative expenses		(11,818	)		(9,070	)


	For the three-month period ended June 30,
Personnel expenses	2019			2020
Wages and salaries		(8,811	)		(9,895	)
Social charges on stock option grants		(1,794	)		—
Non-cash stock based compensation expense		(6,710	)		(4,651	)

Total personnel expenses		(17,314	)		(14,546	)

3.3 Reportable segments

Accounting policies

Reportable segments are identified as components of the Group that have discrete financial information available for evaluation by the Chief Operating Decision Maker (“CODM”), for purposes of performance assessment and resource allocation.

For the

six-month

period ended June 30, 2020, Cellectis’ CODM is composed of:

•

The Chairman and Chief Executive Officer;

•

The Executive Vice President Technical Operation (until August 6, 2020);

•

The Executive Vice President Strategic Initiatives;

•

The Executive Vice President Global Quality;

•

The Chief Scientific Officer;

•

The Chief Financial Officer;

•

The General Counsel;

•

The Vice President Corporate Development;

•

The Chief Regulatory & Compliance Officer; and

•

The Chief Medical Officer (from April 13, 2020).

The Senior Vice President Europe Technical Operations and the Senior Vice President of US Manufacturing will join the CODM beginning August 6, 2020.

We view our operations and manage our business in two operating and reportable segments that are engaged in the following activities:

•

Therapeutics: This segment is focused on the development (i) of products in the field of immuno-oncology and (ii) of novel therapies outside immuno-oncology to treat other human diseases. This approach is based on our gene editing and Chimeric Antigen Receptors (“CARs”) technologies. All these activities are supported by Cellectis S.A., Cellectis, Inc. and Cellectis Biologics, Inc. The operations of Cellectis S.A., the parent company, are presented entirely in the Therapeutics segment which also comprises research and development, management and support functions.

•

Plants: This segment is focused on delivering plant-based innovations and solutions with substantial disruption potential across multiple industries. It corresponds to the activity of our U.S.-based majority-owned subsidiary, Calyxt, Inc., which is currently based in Roseville, Minnesota.

There are inter-segment transactions between the two reportable segments, including allocation of corporate general and administrative expenses by Cellectis S.A. and allocation of research and development expenses to the reportable segments. The intersegments revenues represent the transactions between segments. Amounts due to Cellectis S.A. pursuant to inter segment transactions bear interest at a rate of the

12-month

Euribor plus 5% per annum.

With respect to corporate general and administrative expenses, Cellectis S.A. has provided Calyxt, Inc. with general sales and administrative functions, accounting and finance functions, investor relations, intellectual property, legal advice, human resources, communication and information technology under a Management Services Agreement. Effective with the end of the third quarter of 2019, Calyxt has internalized nearly all of the services previously provided by Cellectis under this agreement. Under the Management Services Agreement, Cellectis S.A. charges Calyxt, Inc. in euros at cost plus a

mark-up

ranging between zero to 10%, depending on the nature of the service.

Intra-segment transactions are eliminated within a segment’s results and intersegment transactions are eliminated in consolidation as well as in key performance indicators by reportable segment.

Information related to each reportable segment is set out below. Segment revenues and other income, Research and development expenses, Selling, general and administrative expenses, and Cost of revenue and other operating income and expenses, and Adjusted net income (loss) attributable to shareholders of Cellectis (which does not include

non-cash

stock-based compensation expense) are used by the CODM for purposes of making decisions about allocating resources to the segments and assessing their performance. The CODM does not review any asset or liability information by segment or by region.

Adjusted Net Income (Loss) attributable to shareholders of Cellectis S.A. is not a measure calculated in accordance with IFRS. Because Adjusted Net Income (Loss) attributable to shareholders of Cellectis excludes

Non-cash

stock-based compensation expense—a

non-cash

expense, our management believes that this financial measure, when considered together with our IFRS financial statements, can enhance an overall understanding of Cellectis’ financial performance. Moreover, our management views the Company’s operations and manages its business based, in part, on this financial measure.

The net income (loss) includes the impact of the operations between segments while the intra-segment operations are eliminated.

Details of key performance indicators by reportable segment for the

six-month

periods ended June 30,


	For the six-month period ended June 30, 2019									For the six-month period ended June 30, 2020
$ in thousands	Plants			Therapeutics			Total reportable segments			Plants			Therapeutics			Total reportable segments
External revenues		566			1,623			2,188			4,670			48,323			52,993
External other income		125			4,047			4,172			—			3,494			3,494

External revenues and other income		691			5,669			6,360			4,670			51,817			56,487

Cost of revenue		(337	)		(1,066	)		(1,403	)		(9,219	)		(1,207	)		(10,428	)
Research and development expenses		(5,300	)		(34,688	)		(39,987	)		(5,388	)		(38,199	)		(43,587	)
Selling, general and administrative expenses		(12,542	)		(10,767	)		(23,309	)		(11,774	)		(9,439	)		(21,213	)
Other operating income and expenses		20			9			29			(44	)		131			86

Total operating expenses		(18,158	)		(46,511	)		(64,670	)		(26,426	)		(48,715	)		(75,142	)

Operating income (loss) before tax		(17,468	)		(40,842	)		(58,310	)		(21,756	)		3,102			(18,655	)

Financial gain (loss)		347			3,502			3,849			(148	)		(487	)		(635	)

Net income (loss)		(17,121	)		(37,340	)		(54,461	)		(21,904	)		2,615			(19,290	)

Non controlling interests		5,670			—			5,670			7,069			—			7,069

Net income (loss) attributable to shareholders of Cellectis		(11,451	)		(37,340	)		(48,791	)		(14,835	)		2,615			(12,221	)

R&D non-cash stock-based expense attributable to shareholder of Cellectis		592			3,294			3,886			573			4,177			4,750
SG&A non-cash stock-based expense attributable to shareholder of Cellectis		3,215			3,008			6,223			1,879			1,667			3,546

Adjustment of share-based compensation attributable to shareholders of Cellectis		3,808			6,302			10,109			2,452			5,844			8,296

Adjusted net income (loss) attributable to shareholders of Cellectis		(7,643	)		(31,039	)		(38,682	)		(12,383	)		8,459			(3,924	)

Depreciation and amortization		(758	)		(2,457	)		(3,215	)		(980	)		(3,212	)		(4,192	)
Additions to tangible and intangible assets		1,461			3,456			4,917			355			29,832			30,187

Details of key performance indicators by reportable segment for the three-month periods ended June 30,


	For the three-month period ended June 30, 2019									For the three-month period ended June 30, 2020
$ in thousands	Plants			Therapeutics			Total reportable segments			Plants			Therapeutics			Total reportable segments
External revenues		407			745			1,152			2,293			607			2,900
External other income		62			1,717			1,780			—			1,716			1,716

External revenues and other income		469			2,462			2,932			2,293			2,323			4,616

Cost of revenue		(302	)		(513	)		(815	)		(5,339	)		(487	)		(5,827	)
Research and development expenses		(3,269	)		(22,151	)		(25,421	)		(2,754	)		(20,107	)		(22,862	)
Selling, general and administrative expenses		(6,480	)		(5,338	)		(11,818	)		(5,311	)		(3,759	)		(9,070	)
Other operating income and expenses		16			(20	)		(3	)		(24	)		135			111

Total operating expenses		(10,035	)		(28,022	)		(38,057	)		(13,429	)		(24,218	)		(37,647	)

Operating income (loss) before tax		(9,566	)		(25,560	)		(35,126	)		(11,136	)		(21,895	)		(33,031	)

Financial gain (loss)		133			(1,645	)		(1,512	)		185			(3,006	)		(2,821	)

Net income (loss)		(9,432	)		(27,205	)		(36,637	)		(10,951	)		(24,901	)		(35,852	)

Non controlling interests		3,190			—			3,190			3,589			—			3,589

Net income (loss) attributable to shareholders of Cellectis		(6,242	)		(27,205	)		(33,447	)		(7,362	)		(24,901	)		(32,263	)

R&D non-cash stock-based expense attributable to shareholder of Cellectis		10			2,934			2,945			(21	)		1,749			1,728
SG&A non-cash stock-based expense attributable to shareholder of Cellectis		1,657			1,309			2,966			1,132			580			1,712

Adjustment of share-based compensation attributable to shareholders of Cellectis		1,667			4,243			5,910			1,112			2,329			3,441

Adjusted net income (loss) attributable to shareholders of Cellectis		(4,575	)		(22,962	)		(27,537	)		(6,250	)		(22,572	)		(28,823	)

Depreciation and amortization		(386	)		(1,300	)		(1,687	)		(490	)		(1,657	)		(2,147	)
Additions to tangible and intangible assets		822			2,116			2,938			207			16,003			16,210

Impairment tests

6 Months Ended

Jun. 30, 2020

Impairment tests

Note 4. Impairment tests

Our cash-generating units (“CGUs”) correspond to the operating/reportable segments: Therapeutics and Plants.

No indicator of impairment has been identified for any intangible or tangible assets in either of the CGUs at the end of the

six-month

periods ended June 30, 2019 and June 30, 2020.

Right-of-use assets

6 Months Ended

Jun. 30, 2020

Right-of-use assets

Note 5.

Right-of-use

assets

Accounting policy

Lease contracts recognition

Lease contracts, as defined by IFRS 16 “Leases”, are recorded in the statement of consolidated financial position, which leads to the recognition of:

•

an asset representing a right of use of the asset leased during the lease term of the contract

“right-of-use”;

and

•

a liability related to the payment obligation “lease debt”.

Measurement of the

right-of

use asset

At the commencement date, the

right-of-use

asset is measured at cost and comprises:

•

the amount of the initial measurement of the lease liability, to which is added, if applicable, any lease payments made at or before the commencement date, less any lease incentives received;

•

where relevant, any initial direct costs incurred by the lessee for the conclusion of the contract. These are incremental costs which would not have been incurred if the contract had not been concluded; and

•

estimated costs for restoration of the leased asset according to the terms of the contract.

Following the initial recognition, the

right-of-use

asset must be depreciated over the useful life of the underlying assets as lease term for the rental component.

Measurement of the lease liability

At the commencement date, the lease liability is recognized for an amount equal to the present value of the lease payments over the lease term.

Amounts involved in the measurement of the lease liability are:

•

fixed payments (including

in-substance

fixed payments; meaning that even if they are variable in form, they are

in-substance

unavoidable);

•

variable lease payments that depend on an index or a rate, initially measured using the index or the rate in force at the lease commencement date; amounts expected to be payable by the lessee under residual value guarantees; and

•

payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

The lease liability is subsequently measured based on a process similar to the amortized cost method using the discount rate:

•

the liability is increased by the accrued interests resulting from the discounting of the lease liability, at the beginning of the lease period; and

•

payments made are deducted.

The interest cost for the period as well as variable payments, not taken into account in the initial measurement of the lease liability and incurred over the relevant period are recognized as costs.

In addition, the lease liability may be remeasured in the following situations:

•

the occurrence of a change in the lease term or a modification related to the assessment of the reasonably certain nature (or not) of the exercise of an option,

•

a remeasurement linked to residual value guarantees,

•

the occurrence of an adjustment to the rates and indices according to which the rents are calculated when rent adjustments occur.

Main contracts applicable

Based on its analysis, the Group has identified lease contracts according to the standard concerning office buildings, laboratories, production facilities and storage facilities.

For purposes of IFRS 16, the lease term reflects the Group’s reasonable expectation of the period during which the underlying asset will be used.

The discount rate used to calculate the lease debt is determined, for each portfolio of assets, according to the incremental borrowing rate at the contract date.

The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the

right-of-use

asset in a similar economic environment.

The rental charges relating to short terms and low value lease remains classified as leases expenses in operating expenses.

Details of

Right-of-use

assets

IFRS 16 “Leases” is applicable for annual periods beginning on or after January 1, 2019. The consequence of the application of this standard is to recognize a right of use and lease liability on the balance sheet.

For the leaseback on Calyxt Headquarters, according to IFRS 16, the value of the

right-of-use

asset has been adjusted for the amount of the net deferred losses recognized in the statement of financial position immediately before the date of initial application, which was $1.8 million.

The breakdown of

right-of-use

assets is as follows:


	Building lease			Office and laboratory equipment			Total
	$ in thousands
Net book value as of January 1, 2020		43,112			2,500			45,612

Additions		18,806			2,141			20,947
Depreciation expense		(2,251	)		(647	)		(2,899	)
Translation adjustments		(8	)		16			9

Net book value as of June 30, 2020		59,659			4,010			63,669

Gross value at end of period		65,984			5,316			71,300
Accumulated depreciation at end of period		(6,325	)		(1,306	)		(7,631	)

Property, plant and equipment

6 Months Ended

Jun. 30, 2020

Property, plant and equipment

Note 6. Property, plant and equipment


	Lands and Buildings			Technical equipment			Fixtures, fittings and other equipment			Assets under construction			Total
	$ in thousands
Net book value as of January 1, 2019		3,229			2,084			2,172			1,247			8,732

Additions to tangible assets		334			195			269			4,079			4,877
Disposal of tangible assets		—			(10	)		—			(346	)		(356	)
Reclassification		7			1			22			(30	)		—
Depreciation expense		(61	)		(552	)		(314	)		—			(927	)
Translation adjustments		(13	)		(5	)		(4	)		15			(7	)

Net book value as of June 30, 2019		3,496			1,713			2,145			4,965			12,320

Gross value at end of period		7,912			11,927			3,499			5,762			29,100
Accumulated depreciation and impairment at end of period		(4,416	)		(10,214	)		(1,353	)		(798	)		(16,781	)
Net book value as of January 1, 2020		3,330			3,160			2,435			14,787			23,712

Additions to tangible assets		487			271			294			29,103			30,156
Disposal of tangible assets		—			(9	)		—			—			(9	)
Reclassification		674			164			186			(1,025	)		(1	)
Depreciation expense		(166	)		(633	)		(415	)		—			(1,214	)
Translation adjustments		8			—			—			—			8

Net book value as of June 30, 2020		4,332			2,955			2,500			42,866			52,653

Gross value at end of period		8,994			14,364			4,628			42,866			70,851
Accumulated depreciation and impairment at end of period		(4,661	)		(11,409	)		(2,128	)		—			(18,198	)

As of June 30, 2020, no assets have been pledged as security for financial liabilities. There is

restriction on title of property, plant and equipment.

For the

six-month

period ended June 30, 2020, we continued our investments in research and development equipment in both the United States of America and France. The addition in tangible assets reflects improvements of Calyxt and Cellectis sites for $0.5 million and other equipment for $1.2 million.

Additions to our assets under construction as of June 30, 2020 primarily relates to Cellectis’ new facilities that are being constructed: a new raw materials manufacturing facility in Paris ($2.4 million), and a new commercial manufacturing facility in Raleigh, North Carolina ($26.6 million). The balance relates to capital expenditure in the New York office and in the Plants Segment.

Trade receivables and other current assets

6 Months Ended

Jun. 30, 2020

Trade receivables and other current assets

Note 7. Trade receivables and other current assets

7.1 Trade receivables


	As of December 31,			As of June 30,
	2019			2020
	$ in thousands
Trade receivables		3,513			5,026
Valuation allowance		(554	)		(1,050	)

Total net value of trade receivables		2,959			3,976

All trade receivables have payment terms of less than one year.

7.2 Subsidies receivables


	As of December 31,		As of June 30,
	2019		2020
	$ in thousands
Research tax credit		9,140		5,367

Total subsidies receivables		9,140		5,367

Research tax credit receivables as of June 30, 2020 include the accrual for a French research tax credit related to 2020 for $3.9 million and to previous periods for $1.2 million. The remaining amount relates to refundable tax credits in the United States. During December 2018, the French Tax Authority initiated an audit related to the 2014, 2015, 2016 and 2017 French research tax credits. Based on our current evaluation of the status of the audit, we do not believe that a provision should be recorded as of June 30, 2020.

7.3 Other current assets


	As of December 31,		As of June 30,
	2019		2020
	$ in thousands
VAT receivables		3,044		3,205
Prepaid expenses and other prepayments		11,829		11,703
Tax and social receivables		150		277
Deferred expenses and other current assets		594		6,601

Total other current assets		15,617		21,786

Prepaid expenses and other prepayments primarily include advances to our

sub-contractors

on research and development activities. These mainly relate to advance payments to suppliers of biological raw materials and to third parties participating in product manufacturing.

During the year ended December 31, 2019, and the

six-month

period ended June 30, 2020, we prepaid certain manufacturing costs related to our product candidates UCART 123, UCART 22 and UCART CS1 of which the delivery of products or services is expected in the coming months.

As of December 31, 2019, deferred expenses and other current assets mainly relates to commission fees with respect to a letter of credit relating to our GMP Raleigh facility, a Calyxt broker receivable and certain down payments to suppliers. As of June 30, 2020, deferred expenses and other current assets mainly relates to commission fees with respect to a letter of credit relating to our GMP Raleigh facility, a Calyxt broker receivable and certain down payments to suppliers, as well as a right to obtain equipment at Raleigh facility which generates an equivalent financial liability.

As of December 31, 2019, tax and social receivables relate mainly to social charges on personnel expenses and tax reimbursement. As of June 30, 2020, tax and social receivables relate mainly to social charges on personnel expenses.

Current financial assets and Cash and cash equivalents

6 Months Ended

Jun. 30, 2020

Current financial assets and Cash and cash equivalents

Note 8. Current financial assets and Cash and cash equivalents


As of December 31, 2019	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands
Current financial assets		20,385		—		20,385
Cash and cash equivalents		340,522		—		340,522

Current financial assets and cash and cash equivalents		360,907		—		360,907


As of June 30, 2020	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands
Current financial assets		50,378		—		50,378
Cash and cash equivalents		260,710		—		260,710

Current financial assets and cash and cash equivalents		311,088		—		311,088

8.1 Current financial assets

Current financial assets include current restricted cash and other current financial assets.

As of June 30, 2020, restricted cash consists of:

i. deposit to secure commitment to supplier regarding the manufacturing facility construction for $20 million classified as short-term restricted cash included within current financial assets, and

ii. deposits to secure a Calyxt furniture and equipment sale-leaseback for $1.4 million of which $0.4 million are classified as short-term restricted cash included within current financial assets.

Other current financial assets are measured at fair value through profit or loss and are classified as follows within the fair value hierarchy:

Instruments classified under level 1 are measured with reference to quoted prices in active markets; they consist of corporate debt securities and commercial paper. Their nominal value amounted to $29.9 million and their fair value amounted to $29.9 million as of June 30, 2020 (there were none as of December 31, 2019).

8.2 Cash and cash equivalents


	As of December 31,		As of June 30,
	2019		2020
	$ in thousands
Cash and bank accounts		270,630		189,829
Money market funds		13,722		13,770
Fixed bank deposits		56,170		57,110

Total cash and cash equivalents		340,522		260,710

Money market funds earn interest and are refundable overnight. Fixed bank deposits have fixed terms that are less than three months or are readily convertible to a known amount of cash.

Financial liabilities

6 Months Ended

Jun. 30, 2020

Financial liabilities

Note 9. Financial liabilities

9.1

Detail of financial liabilities


	As of December 31,		As of June 30,
	2019		2020
	$ in thousands
Lease debts		46,540		64,864
Other		—		6,640

Total non-current financial liabilities		46,540		71,504

Lease debts		1,067		3,777

Total current financial liabilities		1,067		3,777

Trade payables		29,264		32,674
Other current liabilities		8,497		14,499

Total Financial liabilities		85,368		122,454

The increase in other non-current financial liability is explained by a financial liability related to an equipment rental agreement at our Raleigh good manufacturing practices (“GMP”) facility -and that will be reclassified to lease debt when equipment is delivered or accepted by Cellectis-, as well as Calyxt’s obtention of a $1.5 million paycheck protection program loan under the U.S. Coronavirus Aid, Relief and Economic Security (CARES) Act.

9.2

Due dates of the financial liabilities


Balance as of June 30, 2020	Book value		Less than One Year		One to Five Years		More than Five Years
	$ in thousands
Lease debts		68,641		3,777		19,422		45,442
Trade payables		32,674		32,674		—		—
Other non-current liabilities		6,640		—		4,140		2,500
Other current liabilities		14,499		14,499		—		—

Total financial liabilities		122,454		50,950		23,562		47,942

Other current liabilities

6 Months Ended

Jun. 30, 2020

Other current liabilities

Note 10. Other current liabilities


	As of December 31,		As of June 30,
	2019		2020
	$ in thousands
VAT Payables		130		142
Accruals for personnel related expenses		7,295		8,236
Other		1,073		6,122

Total		8,497		14,499

Accruals for personnel are related to annual bonuses, vacations accruals and social expenses on stock options. The increase in accruals for personnel related expenses between December 31, 2019 and June 30, 2020 is mainly explained by the increase in group employees in the first six months of 2020.

The increase in other between December 31, 2019 and June 30, 2020, is mainly driven fixed assets accruals.

Deferred revenues and contract liabilities

6 Months Ended

Jun. 30, 2020

Deferred revenues and contract liabilities

Note 11. Deferred revenues and contract liabilities


	As of December 31, 2019		As of June 30, 2020
	$ in thousands
Deferred revenues and contract liabilities		20,033		484
Others		—		(1	)

Total Deferred revenue and contract liabilities		20,033		483

The deferred revenues and contract liabilities as of December 31, 2019 were mainly attributable to upfront payments and milestone payments for the collaboration agreements with Servier. During the

six-month

period ended June 30, 2020, we recognized as revenue $16.9 million related to upfront payments and $2.5 million related to milestone payments on released targets based on the amendment signed in March 2020 to our collaboration agreement with Servier.

Share capital and premium related to the share capitals

6 Months Ended

Jun. 30, 2020

Share capital and premium related to the share capitals

Note 12. Share capital and premium related to the share capitals


Nature of the Transactions	Share Capital		Share premium		Number of shares		Nominal value
	$ in thousands						in $
Balance as of January 1, 2019		2,765		828,525		42,430,069		0.05
Capital Increase		1		—		15,600		—
Exercise of share warrants, employee warrants and stock options		—		—		—		—
Non-cash stock based compensation expense		—		6,302		—		—

Balance as of June 30, 2019		2,766		834,830		42,445,669		0.05

Balance as of January 1, 2020		2,767		843,478		42,465,669		0.05
Exercise of share warrants, employee warrants and stock options		1		—		20,464		—
Non-cash stock based compensation expense		—		5,844		—		—
Other movements		—		—		—		—

Balance as of June 30, 2020		2,768		849,322		42,486,133		0.05

Capital evolution during the

six-month

period ended June 30, 2020.

•

During the

six-month

period ended June 30, 2020,

20 464

shares were issued.

Non-cash share-based compensation

6 Months Ended

Jun. 30, 2020

Non-cash share-based compensation

Note 13.

Non-cash

share-based compensation

13.1 Detail of Cellectis equity awards

Holders of vested Cellectis stock options and warrants are entitled to exercise such options and warrants to purchase Cellectis Ordinary shares at a fixed exercise price established at the time such options and warrants are granted during their useful life.

For stock options and warrants, we estimate the fair value of each option on the grant date or other measurement date if applicable using a Black-Scholes option-pricing model, which requires us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We estimate our future stock price volatility based on Cellectis historical closing share prices over the expected term period. Our expected term represents the period of time that options granted are expected to be outstanding determined using the simplified method. The risk-free interest rate for periods during the expected term of the options is based on the French government securities with maturities similar to the expected term of the options in effect at the time of grant. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero. Options may be priced at 100 percent or more of the fair market value on the date of grant, and generally vest over four years after the date of grant. Options generally expire within ten years after the date of grant.

Stock Options

The weighted-average fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows:


	2018	2019	2020
Weighted-Average fair values of stock options granted	8.84€	10.19€	5.59€
Assumptions:
Risk-free interest rate	0.13% - 0.21%	-0.38% - 0.09%	0.00%
Share entitlement per options	1	1	1
Exercise price	18.37€ - 24.80€	11.06€ - 18.25€	8.27€ - 15.84€
Grant date share fair value	16€ - 17.78€	11.32€ - 17.80€	9.14€ - 14.76€
Expected volatility	63.3% - 63.4%	60.0% - 66.6%	61.3% - 62.8%
Expected term (in years)	6.25	5.78 - 6.25	6.15
Vesting conditions	Service	Service	Service
Vesting period	Graded	Graded	Graded

Information on stock option activity follows:


	Options Exercisable		Weighted- Average Exercise Price Per Share			Options Outstanding			Weighted- Average Exercise Price Per Share			Remaining Average Useful Life
Balance as of December 31, 2018		5,644,044		27.47	€		8,978,106			25.36	€		7.3y
Granted		—		—			1,650,800			17.90	€
Exercised		—		—			—			—
Forfeited or Expired		—		—			(956,524	)		24.01	€
Balance as of December 31, 2019		6,922,172		26.30	€		9,672,382			24.22	€		6.8y
Granted		—		—			177,000			9.00	€
Exercised		—		—			—			—
Forfeited or Expired		—		—			(204,642	)		22.65	€
Balance as of June 30, 2020		7,798,543		25.44	€		9,644,740			23.97	€		6.3y

Share-based compensation expense related to stock option awards was $5.5 million and $5.7 million for the

six-month

periods ended 2020 and 2019, respectively.

Warrants

No Warrants (or “Bons de Souscriptions d’Actions” or “BSA”) have been granted during the periods presented.

Information on warrants activity follows:


	Warrants Exercisable		Weighted- Average Exercise Price Per Share			Warrants Outstanding			Weighted- Average Exercise Price Per Share			Remaining Average Useful Life
Balance as of December 31, 2018		687,252		27.74	€		918,927			26.74	€		7.2y
Granted		—		—			—			—
Exercised		—		—			—			—
Forfeited or Expired		—		—			—			—
Balance as of December 31, 2019		852,260		35.35	€		918,927			35.12	€		6.9y
Granted		—		—			—			—
Exercised		—		—			(19,702	)		8.28	€
Forfeited or Expired		—		—			—			—
Balance as of June 30, 2020		832,558		27.38	€		899,225			27.15	€		5.8y

Share-based compensation expense related to warrants awards was $0.2 million and $0.5 million for the

six-month

periods ended 2020 and 2019, respectively.

Free shares

The free shares granted prior to 2018 are subject to a

two-year

vesting period for French employees and four years for foreign citizens.

The free shares granted in 2018 and after are subject to a

one-year

vesting period for French employees and

two-years

for foreign citizens.

Information on free shares activity follows:


	Number of Free shares Outstanding			Weighted-Average Grant Date Fair Value
Unvested balance at December 31, 2018		71,600			27.37	€
Granted		57,000			13.04	€
Vested		(35,600	)		25.74	€
Cancelled		(26,000	)		21.65	€
Unvested balance at December 31, 2019		67,000			13.98	€
Granted		43,000			12.11	€
Vested		—			—
Cancelled		(16,500	)		14.16	€
Unvested balance at June 30, 2020		93,500			13.09	€

The fair value of free shares corresponds to the grant date share fair value.

We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero in determining fair value.

Share-based compensation expense related to free shares awards was $0.1 million and $0.1 million for the

six-month

periods ended 2020 and 2019, respectively.

13.2 Detail of Calyxt equity awards

Stock Options

The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows:


	2019	2020
Weighted-Average fair values of stock options granted	$10.61	$5.19
Assumptions:
Risk-free interest rate	1,9% - 2.5%	1.7%
Share entitlement per options	1	1
Exercise price	$4.05 - $15.39	$7.30
Grant date share fair value	$4.05 - $15.39	$7.30
Expected volatility	77,9% - 78.9%	77.4%
Expected term (in years)	6.8 - 10.0	6.9
Vesting conditions	Service	Service
Vesting period	Graded	Graded

Calyxt estimates the fair value of each option on the grant date or other measurement date if applicable using a Black-Scholes option-pricing model, which requires Calyxt to make predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. Calyxt estimates its future stock price volatility using the historical volatility of comparable public companies over the expected term of the option.

The expected term represents the period of time that options granted are expected to be outstanding determined using the simplified method.

The risk-free interest rate for periods during the expected term of the options is based on the U.S. Treasury

zero-coupon

yield curve in effect at the time of grant.

Calyxt has not paid and does not expect to pay dividends for the foreseeable future.

Options may be priced at 100 percent or more of the fair market value on the date of grant, and generally vest over six years after the date of grant. Options generally expire within ten years after the date of grant. Certain awards granted before Calyxt’s IPO contained accelerated vesting provisions if certain events occurred as defined in the option agreement

Information on stock option activity follows:


	Options Exercisable		Weighted- Average Exercise Price Per Share		Options Outstanding			Weighted- Average Exercise Price Per Share
Balance as of December 31, 2018		1,278,038	$	7.45		3,201,887		$	10.67
Granted		—		—		1,590,000		$	13.80
Exercised		—		—		(95,327	)	$	3.61
Forfeited or Expired		—		—		(227,696	)	$	14.68
Other activity						12,495		$	13.29
Balance as of December 31, 2019		1,789,567	$	8.73		4,481,359		$	11.73
Granted		—		—		60,000		$	7.30
Exercised		—		—		—			—
Forfeited or Expired		—		—		(357,531	)	$	15.03
Balance as of June 30, 2020		2,028,498	$	9.33		4,183,828		$	11.39

Stock-based compensation expense related to stock option awards was $2.4 million and $2.7 million for the

six-month

periods ended 2020 and 2019, respectively. The options granted under the plans were originally only exercisable upon a triggering event or initial public offering as defined by the plans.

Restricted Stock Units

Units settled in stock subject to a restricted period may be granted to key employees under the 2017 Omnibus Plan. Restricted stock units generally vest and become unrestricted over five years after the date of grant.

Information on restricted stock unit activity follows:


	Number of Restricted Stock Units Outstanding			Weighted-Average Grant Date Fair Value
Unvested balance at December 31, 2018		1,051,414		$	14.11
Granted		100,000		$	12.48
Vested		(324,043	)	$	9.69
Cancelled		(13,845	)	$	12.72
Unvested balance at December 31, 2019		813,526		$	10.31
Granted		—			—
Vested		(117,389	)	$	9.97
Cancelled		(51,479	)	$	10.59
Unvested balance at June 30, 2020		644,658		$	10.35

The fair value of restricted stock units corresponds to the grant date share fair value.

Calyxt has not paid and does not expect to pay dividends for the foreseeable future.

Share-based compensation expense related to restricted stock units awards was $1.0 million and $2.8 million for the

six-month

periods ended 2020 and 2019, respectively.

Performance Stock Unit

In June 2019, Calyxt granted performance stock units, which carry a market condition based on Calyxt share price. These awards contain a continuous service period of three years, the performance period, from the date of grant, followed by a restricted period of two years if the shares are issued following the performance period during which the grantee is required to provide continuous service and the awarded shares must be held by the grantee until the end of the period. The number of shares of common stock delivered following the performance period depends upon the change in Calyxt share price during the performance period. Calyxt granted a targeted 311,667 performance stock units, the performance criteria allow for the actual payout to be between zero and 120 percent of target. The fair value of the performance stock units and the assumptions used for the Monte Carlo simulation were as follows:


Date of grant	06/28/2019
Estimated fair values of performance stock units granted	$	7.06
Assumptions:
Risk-free interest rate		1.71	%
Expected volatility		75.0	%
Expected term (in years)		3.0 years

Information on performance stock unit activity follows:


	Number of Performance Stock Units Outstanding		Weighted- Average Grant Date Fair Value
Unvested balance at December 31, 2019		311,667	$	7.06
Granted		—	$	—
Vested		—	$	—
Cancelled		—	$	—
Unvested balance at June 30, 2020		311,667	$	7.06

Share-based compensation expense related to performance stock units awards for the

six-month

period ended June 30, 2020 was $0.2 million.

Earnings per share

6 Months Ended

Jun. 30, 2020

Earnings per share

Note 14. Earnings per share

14.1 For the

six-month

periods ended June 30


	For the six-month period ended June 30,
	2019			2020
Net income (loss) attributable to shareholders of Cellectis ($ in thousands)		(48,791	)		(12,221	)
Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net result per share		42,435,269			42,469,080
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share)		(1.15	)		(0.29	)
Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share)		(1.15	)		(0.29	)

(1)

When we have adjusted net loss, in accordance with IFRS, we use the weighted average number of outstanding shares, basic to compute the diluted adjusted net income (loss) attributable to shareholders of Cellectis ($/share). When we have adjusted net income, in accordance with IFRS, we use the weighted average number of outstanding shares, diluted to compute the diluted adjusted net income (loss) attributable to shareholders of Cellectis ($/share)

14.2 For the three-month periods ended June 30


	For the three-month period ended June 30,
	2019			2020
Net income (loss) attributable to shareholders of Cellectis ($ in thousands)		(33,447	)		(32,263	)
Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net result per share		42,440,469			42,472,490
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis per share ($ / share)
Basic net income (loss) per share ($ /share)		(0.79	)		(0.76	)
Diluted net income (loss) per share ($ /share)		(0.79	)		(0.76	)

(1)

Provisions

6 Months Ended

Jun. 30, 2020

Provisions

Note 15. Provisions


	12/31/2019		Additions		Amounts used during the period			Reversals			OCI			6/30/2020
Pension		2,855		200		—			—			26			3,080
Loss on contract		271		—		(271	)		—			—			—
Employee litigation and severance		639		268		(298	)		—			(3	)		607
Commercial litigation		2,833		267		(1,100	)		(951	)		(37	)		1,012

Total		6,598		735		(1,669	)		(951	)		(14	)		4,699

Non-current provisions		2,855		200		—			—			26			3,080
Current provisions		3,743		535		(1,669	)		(951	)		(40	)		1,619

During the

six-month

period ended June 30, 2020, additions mainly relate to (i) commercial litigation for $0.3 million, (ii) employee litigation for $0.3 million and (ii) pension service cost of the period for $0.2 million.

The amounts used and reversed during the period mainly relate to (i) fees payments in connection with the Montvale, New Jersey facility discontinuation, for $0.3 million, (ii) the settlement of employee litigation for $0.3 million and (iii) the termination of a commercial litigation (for $2.1 million).

Commitments

6 Months Ended

Jun. 30, 2020

Commitments

Note 16. Commitments


As of June 30, 2020	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
	$ in thousands
Lease agreement		115,283		7,215		22,688		21,235		64,145
License agreements		16,465		1,283		2,534		2,534		10,114
Manufacturing agreements		3,914		3,914		—		—		—
Clinical & R&D agreements		1,446		908		538		—		—
Construction agreements		22,295		22,295		—
Other agreements		34,301		28,462		5,839		—		—

Total contractual obligations		193,703		64,077		31,598		23,769		74,259

Obligations under the terms of lease agreements

We have entered into various lease agreements including facility leases agreements for our sites in Paris, France, and in the United States in New York City (New York), Raleigh (North Carolina) and Roseville (Minnesota) for a defined term, as well as finance leases and sales and leaseback for equipment. We also have entered into a significant equipment leasing agreement at our Raleigh manufacturing facility over the period.

Obligations under the terms of license agreements

We have entered into various license agreements with third parties that subject us to certain fixed license fees, as well as fees based on future events, such as research and sales milestones.

We also have collaboration agreements whereby we are obligated to pay royalties and milestone payments based on future events that are uncertain and therefore they are not included in the table above.

Obligations under the terms of manufacturing agreements

We have manufacturing agreements whereby we are obligated to pay for services rendered in the next 12 months regarding our products UCART123, UCARTCS1 and UCART22.

Obligations under the terms of Clinical & Research agreements

We have entered into clinical and research agreements where we are obligated to pay for services to be provided regarding our research collaboration agreements, clinical trials and translational research projects.

Obligations under the terms of Construction agreements

We have entered into a construction agreement regarding our manufacturing facility based in Raleigh, North Carolina, where we committed to pay for construction work.

Obligations under the terms of other agreements

Calyxt has entered into seed and grain production agreements (Forward Purchase Contracts) with seed producers and growers. The seed contracts often require Calyxt to pay prices for the seed produced commodity futures market prices plus a premium. The grower contracts are also linked to a commodity futures market pricesp plus a premium. The grower has the option to fix their price with Calyxt throughout the term of the agreement. The grower contracts allow for delivery of grain to Calyxt at harvest if so specified when the agreement is executed, otherwise delivery occurs on a date that Calyxt elects through August 31 of the following year. In all periods presented, we considered Forward Purchase Contracts as normal purchases and not derivatives. Any

mark-to-market

gains or losses associated with those contracts were reflected in inventory upon our purchase of the underlying grain.

Subsequent events

6 Months Ended

Jun. 30, 2020

Subsequent events

Note 17 Subsequent events

- On July 9 and July 15, 2020, Cellectis obtained a €18.5 million (or $21 million) loan from a bank syndicate formed with HSBC, Société Générale, Banque Palatine and Bpifrance in the form of a state-guaranteed loan (Prêt Garanti par l’Etat) (the “PGE“). Initiated by the French Government to support companies during the

COVID-19

crisis, the PGE is a bank loan with a fixed interest rate ranging from 0.25% and 2.35%. After an initial interest-only term of one year, the loan can be amortized over up to five years at the option of the Company. The French government guarantees 90% of the borrowed amount.

- During the third quarter of 2020, Calyxt determined to refocus its commercial efforts with respect to its soybean product on the sale of seed for its customers’ own soybean processing businesses.

Calyxt’s broader business model comprises three

go-to-market

strategies:

•

TALEN

Licensing Arrangements: Through licensing agreements with third parties with respect to our technology, including our TALEN

technology, for negotiated upfront and annual fees and potential royalties upon commercial sale of products.

•

Trait and Product Licensing Arrangements: through licensing agreements with downstream partners with respect to Calyxt-developed traits or products for negotiated upfront and milestone payments and potential royalties upon commercial sale of products.

•

Seed Sale Arrangements: Through purchase agreements for the direct sale of seed with such sales expected to generate revenue for Calyxt.

This streamlined business model with differentiated

go-to-market

strategies provides a capital efficient, lower-cost, and highly-scalable approach. Taking rate, anticipated expense reduction efforts, and its expectations regarding an effective advancement of its

go-to-market

soybean strategy and anticipated cash receipts from its product development efforts with partners, Calyxt estimates that its cash, cash equivalents, short-term investments, and restricted cash as of June 30, 2020 would enable Calyxt to fund its operations for at least the next twelve months and into 2022.

Accounting principles (Policies)

6 Months Ended

Jun. 30, 2020

Currency of the financial statements

Basis for preparation

2.1 Basis for preparation

The Interim Consolidated Financial Statements of Cellectis as of June 30, 2020 and for the three-month and

six-month

period ended June 30, 2020

were approved by our Board of Directors on August 5, 2020.

The Interim Consolidated Financial Statements are presented in U.S. dollars. See Note 2.2.

The Interim Consolidated Financial Statements as of June 30, 2020 and for the three-month and

six-month

The Interim Consolidated Financial Statements as of June 30, 2020 and for the three-month and

six-month

Application of new or amended accounting standards or new amendments

The following pronouncements and related amendments have been adopted by us from January 1, 2020 but had no significant impact on the Interim Consolidated Financial Statements:

•

Amendments to References to the Conceptual Framework in IFRS Standards (Effective for the accounting periods as of January 1, 2020)

•

Amendment to IFRS 3 “Business Combinations” (Effective for the accounting periods as of January 1, 2020 and not yet adopted by the European Union)

•

Accounting standards, interpretations and amendments issued but not yet effective

•

IFRS 17 “Insurance Contracts” (Effective for accounting periods beginning after January 1, 2021 and not yet adopted by the European Union)

•

On May 28, 2020, the IASB issued

“Covid-19-Related

Covid-19

and meet certain conditions. Cellectis does not expect a material impact from the application of this amendment.

2.2 Currency of the financial statements

All financial information (unless indicated otherwise) is presented in thousands of U.S. dollars.

Consolidated entities and non-controlling interests

2.3 Consolidated entities and

non-controlling

interests

Accounting policy

To have power, the investor needs to have existing rights that give it the current ability to direct the relevant activities that significantly affect the investee’s returns.

In order to ascertain control, potential voting rights which are substantial are taken into consideration.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.

All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full in the consolidation.

Consolidated entities

For the

six-month

As of June 30, 2020, Cellectis S.A. owns 100% of Cellectis, Inc., which owns 100% of Cellectis Biologics, Inc., and approximately 68.7% of Calyxt’s outstanding shares of common stock.

Calyxt’s shares of common stock are traded on NASDAQ under the symbol “CLXT”.

Non-controlling

interests

Non-controlling

shareholders held a 31.1% interest in Calyxt Inc. as of December 31, 2019 and a 31.3% interest in Calyxt Inc. as of June 30, 2020. These

non-controlling

interests were generated during the initial public offering of Calyxt Inc and a subsequent

follow-on

offering, as well as through vesting and exercises of equity awards.

Reportable segments

3.3 Reportable segments

Accounting policies

For the

six-month

period ended June 30, 2020, Cellectis’ CODM is composed of:

•

The Chairman and Chief Executive Officer;

•

The Executive Vice President Technical Operation (until August 6, 2020);

•

The Executive Vice President Strategic Initiatives;

•

The Executive Vice President Global Quality;

•

The Chief Scientific Officer;

•

The Chief Financial Officer;

•

The General Counsel;

•

The Vice President Corporate Development;

•

The Chief Regulatory & Compliance Officer; and

•

The Chief Medical Officer (from April 13, 2020).

The Senior Vice President Europe Technical Operations and the Senior Vice President of US Manufacturing will join the CODM beginning August 6, 2020.

We view our operations and manage our business in two operating and reportable segments that are engaged in the following activities:

•

12-month

Euribor plus 5% per annum.

mark-up

ranging between zero to 10%, depending on the nature of the service.

Intra-segment transactions are eliminated within a segment’s results and intersegment transactions are eliminated in consolidation as well as in key performance indicators by reportable segment.

non-cash

Non-cash

stock-based compensation expense—a

non-cash

The net income (loss) includes the impact of the operations between segments while the intra-segment operations are eliminated.

Right-of-use assets

Accounting policy

Lease contracts recognition

Lease contracts, as defined by IFRS 16 “Leases”, are recorded in the statement of consolidated financial position, which leads to the recognition of:

•

an asset representing a right of use of the asset leased during the lease term of the contract

“right-of-use”;

and

•

a liability related to the payment obligation “lease debt”.

Measurement of the

right-of

use asset

At the commencement date, the

right-of-use

asset is measured at cost and comprises:

•

the amount of the initial measurement of the lease liability, to which is added, if applicable, any lease payments made at or before the commencement date, less any lease incentives received;

•

estimated costs for restoration of the leased asset according to the terms of the contract.

Following the initial recognition, the

right-of-use

asset must be depreciated over the useful life of the underlying assets as lease term for the rental component.

Measurement of the lease liability

At the commencement date, the lease liability is recognized for an amount equal to the present value of the lease payments over the lease term.

Amounts involved in the measurement of the lease liability are:

•

fixed payments (including

in-substance

fixed payments; meaning that even if they are variable in form, they are

in-substance

unavoidable);

•

payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

The lease liability is subsequently measured based on a process similar to the amortized cost method using the discount rate:

•

the liability is increased by the accrued interests resulting from the discounting of the lease liability, at the beginning of the lease period; and

•

payments made are deducted.

The interest cost for the period as well as variable payments, not taken into account in the initial measurement of the lease liability and incurred over the relevant period are recognized as costs.

In addition, the lease liability may be remeasured in the following situations:

•

the occurrence of a change in the lease term or a modification related to the assessment of the reasonably certain nature (or not) of the exercise of an option,

•

a remeasurement linked to residual value guarantees,

•

the occurrence of an adjustment to the rates and indices according to which the rents are calculated when rent adjustments occur.

Main contracts applicable

Based on its analysis, the Group has identified lease contracts according to the standard concerning office buildings, laboratories, production facilities and storage facilities.

For purposes of IFRS 16, the lease term reflects the Group’s reasonable expectation of the period during which the underlying asset will be used.

The discount rate used to calculate the lease debt is determined, for each portfolio of assets, according to the incremental borrowing rate at the contract date.

right-of-use

asset in a similar economic environment.

The rental charges relating to short terms and low value lease remains classified as leases expenses in operating expenses.

Information concerning the Group's Consolidated Operations (Tables)

6 Months Ended

Jun. 30, 2020

Revenues By Country of Origin and Other Income

Revenues by country of origin and other income


	For the six-month period ended June 30,
	2019		2020
	$ in thousands
From France		1,623		48,323
From USA (1)		566		4,670

Revenues		2,188		52,993

Research tax credit		4,172		3,573
Subsidies and other		—		(79	)

Other income		4,172		3,494

Total revenues and other income		6,360		56,487

(1)	Revenues from USA concern Calyxt only.


	For the three-month period ended June 30,
	2019			2020
	$ in thousands
From France		745			607
From USA (1)		407			2,293

Revenues		1,152			2,900

Research tax credit		1,805			1,725
Subsidies and other		(25	)		(10	)

Other income		1,780			1,716

Total revenues and other income		2,932			4,616

(1)	Revenues from USA concern Calyxt only.

Revenues by Nature

Revenues by nature


	For the six-month period ended June 30,
	2019		2020
	$ in thousands
Recognition of previously deferred upfront payments		—		19,535
Other revenues		724		27,536

Collaboration agreements		724		47,071

Licenses		872		1,233
Products & services		592		4,689

Total revenues		2,188		52,993


	For the three-month period ended June 30,
	2019		2020
	$ in thousands
Recognition of previously deferred upfront payments		—		—
Other revenues		298		110

Collaboration agreements		298		110

Licenses		431		466
Products & services		423		2,324

Total revenues		1,152		2,900

Details of Operating Expenses by Nature


	For the six-month period ended June 30,
	2019			2020
Cost of goods sold		(337	)		(9,204	)
Royalty expenses		(1,066	)		(1,223	)

Cost of revenue		(1,403	)		(10,428	)


	For the six-month period ended June 30,
Research and development expenses	2019			2020
Wages and salaries		(9,566	)		(13,276	)
Social charges on stock option grants		(1,333	)		—
Non-cash stock based compensation expense		(4,151	)		(5,014	)

Personnel expenses		(15,049	)		(18,290	)

Purchases and external expenses		(21,586	)		(21,743	)
Other		(3,353	)		(3,555	)

Total research and development expenses		(39,987	)		(43,587	)


	For the six-month period ended June 30,
Selling, general and administrative expenses	2019			2020
Wages and salaries		(6,961	)		(7,890	)
Social charges on stock option grants		(490	)		—
Non-cash stock based compensation expense		(7,660	)		(4,413	)

Personnel expenses		(15,111	)		(12,302	)

Purchases and external expenses		(6,554	)		(6,980	)
Other		(1,644	)		(1,931	)

Total selling, general and administrative expenses		(23,309	)		(21,213	)


	For the six-month period ended June 30,
Personnel expenses	2019			2020
Wages and salaries		(16,527	)		(21,165	)
Social charges on stock option grants		(1,823	)		—
Non-cash stock based compensation expense		(11,810	)		(9,427	)

Total personnel expenses		(30,160	)		(30,592	)


	For the three-month period ended June 30,
	2019			2020
Cost of goods sold		(302	)		(5,320	)
Royalty expenses		(513	)		(507	)

Cost of revenue		(815	)		(5,827	)


	For the three-month period ended June 30,
Research and development expenses	2019			2020
Wages and salaries		(4,986	)		(6,790	)
Social charges on stock option grants		(1,326	)		—
Non-cash stock based compensation expense		(2,992	)		(2,410	)

Personnel expenses		(9,304	)		(9,200	)

Purchases and external expenses		(13,967	)		(11,775	)
Other		(2,150	)		(1,887	)

Total research and development expenses		(25,421	)		(22,862	)


	For the three-month period ended June 30,
Selling, general and administrative expenses	2019			2020
Wages and salaries		(3,825	)		(3,105	)
Social charges on stock option grants		(468	)		—
Non-cash stock based compensation expense		(3,717	)		(2,240	)

Personnel expenses		(8,010	)		(5,345	)

Purchases and external expenses		(3,046	)		(2,653	)
Other		(762	)		(1,072	)

Total selling, general and administrative expenses		(11,818	)		(9,070	)


	For the three-month period ended June 30,
Personnel expenses	2019			2020
Wages and salaries		(8,811	)		(9,895	)
Social charges on stock option grants		(1,794	)		—
Non-cash stock based compensation expense		(6,710	)		(4,651	)

Total personnel expenses		(17,314	)		(14,546	)

Summary of Key Performance Indicators by Reportable Segments

Details of key performance indicators by reportable segment for the

six-month

periods ended June 30,


	For the six-month period ended June 30, 2019									For the six-month period ended June 30, 2020
$ in thousands	Plants			Therapeutics			Total reportable segments			Plants			Therapeutics			Total reportable segments
External revenues		566			1,623			2,188			4,670			48,323			52,993
External other income		125			4,047			4,172			—			3,494			3,494

External revenues and other income		691			5,669			6,360			4,670			51,817			56,487

Cost of revenue		(337	)		(1,066	)		(1,403	)		(9,219	)		(1,207	)		(10,428	)
Research and development expenses		(5,300	)		(34,688	)		(39,987	)		(5,388	)		(38,199	)		(43,587	)
Selling, general and administrative expenses		(12,542	)		(10,767	)		(23,309	)		(11,774	)		(9,439	)		(21,213	)
Other operating income and expenses		20			9			29			(44	)		131			86

Total operating expenses		(18,158	)		(46,511	)		(64,670	)		(26,426	)		(48,715	)		(75,142	)

Operating income (loss) before tax		(17,468	)		(40,842	)		(58,310	)		(21,756	)		3,102			(18,655	)

Financial gain (loss)		347			3,502			3,849			(148	)		(487	)		(635	)

Net income (loss)		(17,121	)		(37,340	)		(54,461	)		(21,904	)		2,615			(19,290	)

Non controlling interests		5,670			—			5,670			7,069			—			7,069

Net income (loss) attributable to shareholders of Cellectis		(11,451	)		(37,340	)		(48,791	)		(14,835	)		2,615			(12,221	)

R&D non-cash stock-based expense attributable to shareholder of Cellectis		592			3,294			3,886			573			4,177			4,750
SG&A non-cash stock-based expense attributable to shareholder of Cellectis		3,215			3,008			6,223			1,879			1,667			3,546

Adjustment of share-based compensation attributable to shareholders of Cellectis		3,808			6,302			10,109			2,452			5,844			8,296

Adjusted net income (loss) attributable to shareholders of Cellectis		(7,643	)		(31,039	)		(38,682	)		(12,383	)		8,459			(3,924	)

Depreciation and amortization		(758	)		(2,457	)		(3,215	)		(980	)		(3,212	)		(4,192	)
Additions to tangible and intangible assets		1,461			3,456			4,917			355			29,832			30,187

Details of key performance indicators by reportable segment for the three-month periods ended June 30,


	For the three-month period ended June 30, 2019									For the three-month period ended June 30, 2020
$ in thousands	Plants			Therapeutics			Total reportable segments			Plants			Therapeutics			Total reportable segments
External revenues		407			745			1,152			2,293			607			2,900
External other income		62			1,717			1,780			—			1,716			1,716

External revenues and other income		469			2,462			2,932			2,293			2,323			4,616

Cost of revenue		(302	)		(513	)		(815	)		(5,339	)		(487	)		(5,827	)
Research and development expenses		(3,269	)		(22,151	)		(25,421	)		(2,754	)		(20,107	)		(22,862	)
Selling, general and administrative expenses		(6,480	)		(5,338	)		(11,818	)		(5,311	)		(3,759	)		(9,070	)
Other operating income and expenses		16			(20	)		(3	)		(24	)		135			111

Total operating expenses		(10,035	)		(28,022	)		(38,057	)		(13,429	)		(24,218	)		(37,647	)

Operating income (loss) before tax		(9,566	)		(25,560	)		(35,126	)		(11,136	)		(21,895	)		(33,031	)

Financial gain (loss)		133			(1,645	)		(1,512	)		185			(3,006	)		(2,821	)

Net income (loss)		(9,432	)		(27,205	)		(36,637	)		(10,951	)		(24,901	)		(35,852	)

Non controlling interests		3,190			—			3,190			3,589			—			3,589

Net income (loss) attributable to shareholders of Cellectis		(6,242	)		(27,205	)		(33,447	)		(7,362	)		(24,901	)		(32,263	)

R&D non-cash stock-based expense attributable to shareholder of Cellectis		10			2,934			2,945			(21	)		1,749			1,728
SG&A non-cash stock-based expense attributable to shareholder of Cellectis		1,657			1,309			2,966			1,132			580			1,712

Adjustment of share-based compensation attributable to shareholders of Cellectis		1,667			4,243			5,910			1,112			2,329			3,441

Adjusted net income (loss) attributable to shareholders of Cellectis		(4,575	)		(22,962	)		(27,537	)		(6,250	)		(22,572	)		(28,823	)

Depreciation and amortization		(386	)		(1,300	)		(1,687	)		(490	)		(1,657	)		(2,147	)
Additions to tangible and intangible assets		822			2,116			2,938			207			16,003			16,210

Right-of-use assets (Tables)

6 Months Ended

Jun. 30, 2020

Disclosure Of Detailed Information About Breakdown Of Right Of Use Assets Explanatory

The breakdown of

right-of-use

assets is as follows:


	Building lease			Office and laboratory equipment			Total
	$ in thousands
Net book value as of January 1, 2020		43,112			2,500			45,612

Additions		18,806			2,141			20,947
Depreciation expense		(2,251	)		(647	)		(2,899	)
Translation adjustments		(8	)		16			9

Net book value as of June 30, 2020		59,659			4,010			63,669

Gross value at end of period		65,984			5,316			71,300
Accumulated depreciation at end of period		(6,325	)		(1,306	)		(7,631	)

Property, plant and equipment (Tables)

6 Months Ended

Jun. 30, 2020

Details of Property, Plant and Equipment


	Lands and Buildings			Technical equipment			Fixtures, fittings and other equipment			Assets under construction			Total
	$ in thousands
Net book value as of January 1, 2019		3,229			2,084			2,172			1,247			8,732

Additions to tangible assets		334			195			269			4,079			4,877
Disposal of tangible assets		—			(10	)		—			(346	)		(356	)
Reclassification		7			1			22			(30	)		—
Depreciation expense		(61	)		(552	)		(314	)		—			(927	)
Translation adjustments		(13	)		(5	)		(4	)		15			(7	)

Net book value as of June 30, 2019		3,496			1,713			2,145			4,965			12,320

Gross value at end of period		7,912			11,927			3,499			5,762			29,100
Accumulated depreciation and impairment at end of period		(4,416	)		(10,214	)		(1,353	)		(798	)		(16,781	)
Net book value as of January 1, 2020		3,330			3,160			2,435			14,787			23,712

Additions to tangible assets		487			271			294			29,103			30,156
Disposal of tangible assets		—			(9	)		—			—			(9	)
Reclassification		674			164			186			(1,025	)		(1	)
Depreciation expense		(166	)		(633	)		(415	)		—			(1,214	)
Translation adjustments		8			—			—			—			8

Net book value as of June 30, 2020		4,332			2,955			2,500			42,866			52,653

Gross value at end of period		8,994			14,364			4,628			42,866			70,851
Accumulated depreciation and impairment at end of period		(4,661	)		(11,409	)		(2,128	)		—			(18,198	)

Trade receivables and other current assets (Tables)

6 Months Ended

Jun. 30, 2020

Disclosure of Trade Receivables

7.1 Trade receivables


	As of December 31,			As of June 30,
	2019			2020
	$ in thousands
Trade receivables		3,513			5,026
Valuation allowance		(554	)		(1,050	)

Total net value of trade receivables		2,959			3,976

Disclosure of Subsidies Receivables

7.2 Subsidies receivables


	As of December 31,		As of June 30,
	2019		2020
	$ in thousands
Research tax credit		9,140		5,367

Total subsidies receivables		9,140		5,367

Disclosure of Other Current Assets

7.3 Other current assets


	As of December 31,		As of June 30,
	2019		2020
	$ in thousands
VAT receivables		3,044		3,205
Prepaid expenses and other prepayments		11,829		11,703
Tax and social receivables		150		277
Deferred expenses and other current assets		594		6,601

Total other current assets		15,617		21,786

Current financial assets and Cash and cash equivalents (Tables)

6 Months Ended

Jun. 30, 2020

Summary of Current Financial Assets and Cash and Cash Equivalents


As of December 31, 2019	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands
Current financial assets		20,385		—		20,385
Cash and cash equivalents		340,522		—		340,522

Current financial assets and cash and cash equivalents		360,907		—		360,907


As of June 30, 2020	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands
Current financial assets		50,378		—		50,378
Cash and cash equivalents		260,710		—		260,710

Current financial assets and cash and cash equivalents		311,088		—		311,088

Details of Cash and Cash Equivalents


	As of December 31,		As of June 30,
	2019		2020
	$ in thousands
Cash and bank accounts		270,630		189,829
Money market funds		13,722		13,770
Fixed bank deposits		56,170		57,110

Total cash and cash equivalents		340,522		260,710

Financial liabilities (Tables)

6 Months Ended

Jun. 30, 2020

Detail of financial liabilities


	As of December 31,		As of June 30,
	2019		2020
	$ in thousands
Lease debts		46,540		64,864
Other		—		6,640

Total non-current financial liabilities		46,540		71,504

Lease debts		1,067		3,777

Total current financial liabilities		1,067		3,777

Trade payables		29,264		32,674
Other current liabilities		8,497		14,499

Total Financial liabilities		85,368		122,454

Due dates of the financial liabilities


Balance as of June 30, 2020	Book value		Less than One Year		One to Five Years		More than Five Years
	$ in thousands
Lease debts		68,641		3,777		19,422		45,442
Trade payables		32,674		32,674		—		—
Other non-current liabilities		6,640		—		4,140		2,500
Other current liabilities		14,499		14,499		—		—

Total financial liabilities		122,454		50,950		23,562		47,942

Other current liabilities (Tables)

6 Months Ended

Jun. 30, 2020

Summary of Other Current Liabilities


	As of December 31,		As of June 30,
	2019		2020
	$ in thousands
VAT Payables		130		142
Accruals for personnel related expenses		7,295		8,236
Other		1,073		6,122

Total		8,497		14,499

Deferred revenues and contract liabilities (Tables)

6 Months Ended

Jun. 30, 2020

Details of Deferred Revenues and Contract Liabilities


	As of December 31, 2019		As of June 30, 2020
	$ in thousands
Deferred revenues and contract liabilities		20,033		484
Others		—		(1	)

Total Deferred revenue and contract liabilities		20,033		483

Share capital and premium related to the share capitals (Tables)

6 Months Ended

Jun. 30, 2020

Schedule of Classes of Share Capital


Nature of the Transactions	Share Capital		Share premium		Number of shares		Nominal value
	$ in thousands						in $
Balance as of January 1, 2019		2,765		828,525		42,430,069		0.05
Capital Increase		1		—		15,600		—
Exercise of share warrants, employee warrants and stock options		—		—		—		—
Non-cash stock based compensation expense		—		6,302		—		—

Balance as of June 30, 2019		2,766		834,830		42,445,669		0.05

Balance as of January 1, 2020		2,767		843,478		42,465,669		0.05
Exercise of share warrants, employee warrants and stock options		1		—		20,464		—
Non-cash stock based compensation expense		—		5,844		—		—
Other movements		—		—		—		—

Balance as of June 30, 2020		2,768		849,322		42,486,133		0.05

Non-cash share-based compensation (Tables)

6 Months Ended

Jun. 30, 2020

Warrants [member]

Information on warrants activity follows:


	Warrants Exercisable		Weighted- Average Exercise Price Per Share			Warrants Outstanding			Weighted- Average Exercise Price Per Share			Remaining Average Useful Life
Balance as of December 31, 2018		687,252		27.74	€		918,927			26.74	€		7.2y
Granted		—		—			—			—
Exercised		—		—			—			—
Forfeited or Expired		—		—			—			—
Balance as of December 31, 2019		852,260		35.35	€		918,927			35.12	€		6.9y
Granted		—		—			—			—
Exercised		—		—			(19,702	)		8.28	€
Forfeited or Expired		—		—			—			—
Balance as of June 30, 2020		832,558		27.38	€		899,225			27.15	€		5.8y

S A free shares [member]

Summary of Number of Shares Outstanding and Weighted Average Grant Date Fair Value

Information on free shares activity follows:


	Number of Free shares Outstanding			Weighted-Average Grant Date Fair Value
Unvested balance at December 31, 2018		71,600			27.37	€
Granted		57,000			13.04	€
Vested		(35,600	)		25.74	€
Cancelled		(26,000	)		21.65	€
Unvested balance at December 31, 2019		67,000			13.98	€
Granted		43,000			12.11	€
Vested		—			—
Cancelled		(16,500	)		14.16	€
Unvested balance at June 30, 2020		93,500			13.09	€

Stock options [member]

Summary of assumptions Vesting Details

Information on stock option activity follows:


	Options Exercisable		Weighted- Average Exercise Price Per Share			Options Outstanding			Weighted- Average Exercise Price Per Share			Remaining Average Useful Life
Balance as of December 31, 2018		5,644,044		27.47	€		8,978,106			25.36	€		7.3y
Granted		—		—			1,650,800			17.90	€
Exercised		—		—			—			—
Forfeited or Expired		—		—			(956,524	)		24.01	€
Balance as of December 31, 2019		6,922,172		26.30	€		9,672,382			24.22	€		6.8y
Granted		—		—			177,000			9.00	€
Exercised		—		—			—			—
Forfeited or Expired		—		—			(204,642	)		22.65	€
Balance as of June 30, 2020		7,798,543		25.44	€		9,644,740			23.97	€		6.3y

The weighted-average fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows:


	2018	2019	2020
Weighted-Average fair values of stock options granted	8.84€	10.19€	5.59€
Assumptions:
Risk-free interest rate	0.13% - 0.21%	-0.38% - 0.09%	0.00%
Share entitlement per options	1	1	1
Exercise price	18.37€ - 24.80€	11.06€ - 18.25€	8.27€ - 15.84€
Grant date share fair value	16€ - 17.78€	11.32€ - 17.80€	9.14€ - 14.76€
Expected volatility	63.3% - 63.4%	60.0% - 66.6%	61.3% - 62.8%
Expected term (in years)	6.25	5.78 - 6.25	6.15
Vesting conditions	Service	Service	Service
Vesting period	Graded	Graded	Graded

Stock options [member] | Calyxt Inc. [member]

Summary of assumptions Vesting Details

Information on stock option activity follows:


	Options Exercisable		Weighted- Average Exercise Price Per Share		Options Outstanding			Weighted- Average Exercise Price Per Share
Balance as of December 31, 2018		1,278,038	$	7.45		3,201,887		$	10.67
Granted		—		—		1,590,000		$	13.80
Exercised		—		—		(95,327	)	$	3.61
Forfeited or Expired		—		—		(227,696	)	$	14.68
Other activity						12,495		$	13.29
Balance as of December 31, 2019		1,789,567	$	8.73		4,481,359		$	11.73
Granted		—		—		60,000		$	7.30
Exercised		—		—		—			—
Forfeited or Expired		—		—		(357,531	)	$	15.03
Balance as of June 30, 2020		2,028,498	$	9.33		4,183,828		$	11.39

The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows:


	2019	2020
Weighted-Average fair values of stock options granted	$10.61	$5.19
Assumptions:
Risk-free interest rate	1,9% - 2.5%	1.7%
Share entitlement per options	1	1
Exercise price	$4.05 - $15.39	$7.30
Grant date share fair value	$4.05 - $15.39	$7.30
Expected volatility	77,9% - 78.9%	77.4%
Expected term (in years)	6.8 - 10.0	6.9
Vesting conditions	Service	Service
Vesting period	Graded	Graded

Restricted Stock Unit [Member] | Calyxt Inc. [member]

Performance Stock Unit [Member] | Calyxt Inc. [member]

Information on restricted stock unit activity follows:


	Number of Restricted Stock Units Outstanding			Weighted-Average Grant Date Fair Value
Unvested balance at December 31, 2018		1,051,414		$	14.11
Granted		100,000		$	12.48
Vested		(324,043	)	$	9.69
Cancelled		(13,845	)	$	12.72
Unvested balance at December 31, 2019		813,526		$	10.31
Granted		—			—
Vested		(117,389	)	$	9.97
Cancelled		(51,479	)	$	10.59
Unvested balance at June 30, 2020		644,658		$	10.35

Summary of assumptions Detail Of Stock Unit Activity Performance Stock

Information on performance stock unit activity follows:


	Number of Performance Stock Units Outstanding		Weighted- Average Grant Date Fair Value
Unvested balance at December 31, 2019		311,667	$	7.06
Granted		—	$	—
Vested		—	$	—
Cancelled		—	$	—
Unvested balance at June 30, 2020		311,667	$	7.06

The fair value of the performance stock units and the assumptions used for the Monte Carlo simulation were as follows:


Date of grant	06/28/2019
Estimated fair values of performance stock units granted	$	7.06
Assumptions:
Risk-free interest rate		1.71	%
Expected volatility		75.0	%
Expected term (in years)		3.0 years

Earnings per share (Tables)

6 Months Ended

Jun. 30, 2020

Earnings per share


	For the six-month period ended June 30,
	2019			2020
Net income (loss) attributable to shareholders of Cellectis ($ in thousands)		(48,791	)		(12,221	)
Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net result per share		42,435,269			42,469,080
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share)		(1.15	)		(0.29	)
Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share)		(1.15	)		(0.29	)


	For the three-month period ended June 30,
	2019			2020
Net income (loss) attributable to shareholders of Cellectis ($ in thousands)		(33,447	)		(32,263	)
Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net result per share		42,440,469			42,472,490
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis per share ($ / share)
Basic net income (loss) per share ($ /share)		(0.79	)		(0.76	)
Diluted net income (loss) per share ($ /share)		(0.79	)		(0.76	)

Provisions (Tables)

6 Months Ended

Jun. 30, 2020

Schedule of Provisions


	12/31/2019		Additions		Amounts used during the period			Reversals			OCI			6/30/2020
Pension		2,855		200		—			—			26			3,080
Loss on contract		271		—		(271	)		—			—			—
Employee litigation and severance		639		268		(298	)		—			(3	)		607
Commercial litigation		2,833		267		(1,100	)		(951	)		(37	)		1,012

Total		6,598		735		(1,669	)		(951	)		(14	)		4,699

Non-current provisions		2,855		200		—			—			26			3,080
Current provisions		3,743		535		(1,669	)		(951	)		(40	)		1,619

Commitments (Tables)

6 Months Ended

Jun. 30, 2020