UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2022

Commission File Number: 001-36891

Cellectis S.A.
(Exact Name of registrant as specified in its charter)

8, rue de la Croix Jarry
75013 Paris, France
+33 1 81 69 16 00

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]      Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):


EXHIBIT INDEX

 

Exhibit Title
   
99.1 Press Release dated May 5, 2022


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      Cellectis S.A.    
  (Registrant)
   
  
Date: May 5, 2022     /s/ André Choulika    
  André Choulika
  Chief Executive Officer
  
EdgarFiling

EXHIBIT 99.1

Calyxt, Inc., Cellectis’ Majority-Owned Subsidiary, Reports Its First Quarter 2022 Financial Results

NEW YORK, May 05, 2022 (GLOBE NEWSWIRE) -- Cellectis S.A. (Euronext Growth: ALCLS - NASDAQ: CLLS), a clinical-stage biotechnology company using its pioneering gene-editing platform to develop life-saving cell and gene therapies, announced today that Calyxt, Inc. (Nasdaq: CLXT), a plant-based synthetic biology company and a majority-owned subsidiary of Cellectis, released today financial results for Calyxt’s first quarter ended March 31, 2022. The contents of Calyxt’s announcement are included below.

“The first quarter of 2022 marked a period of instrumental advancement across several critical areas for Calyxt. As a result of our expanded customer engagement, the breadth and depth of our business development discussions have grown, demonstrated by the 28 molecules identified by potential customers that we have evaluated for development with our PlantSpring platform for production in our BioFactory. That amount does not include another 58 such molecules that did not meet our criteria and were not evaluated further. Impressively, some of these 28 molecules were identified by the potential customers as having been unsuccessfully attempted by others in the industry. Simultaneously, we have made significant technical advancements for our PlantSpring and BioFactory platforms. These include the incorporation of AIML into our bioreactor’s lab scale production process and the completion of the development of a compound identified by a potential customer for evaluation. As this compound’s production scales in the BioFactory, it is expected to lead to future development and manufacturing contracts from customers. We have also aggressively pursued the expansion of our intellectual property portfolio with multiple patents issued and new patent applications filed during the quarter. This enables us to carve out space for Calyxt's proprietary technology including our Plant Cell Matrix™ (PCM™) and multi-cellular approach that is foundational for the success of our Company. Finally, in the first quarter we completed an underwritten offering of common stock and warrants that generated approximately $10 million in net proceeds. This strengthened our balance sheet and provides us with the runway to continuing scaling our technology to potentially secure new business arrangements,” said Michael A. Carr, President and Chief Executive Officer at Calyxt.

Mr. Carr added: “We have strengthened our position to harness the incredible diversity of plants and the world’s demand for sustainable products. By leveraging our proprietary PlantSpring technology platform with our BioFactory production system to develop and sell high value plant-based chemistries to potential customers in our large and innovative target end markets, including cosmeceuticals, nutraceuticals, and pharmaceuticals, we continue our focused drive to realize value for our stakeholders.”

Key accomplishments in the first quarter of 2022, and through the date of this press release, include the following:

Achievement of Technical PlantSpring™ and BioFactory™ Milestones

Steadfast Focus on Customer Relationships

“In our conversations with customers, it’s exciting to see their recognition of the advantages in our approach,” said Michael A. Carr, President and Chief Executive Officer at Calyxt. “They understand that our innovative technology platform and cutting-edge production system can provide sustainable biomanufacturing solutions to meet their product and ingredient needs.”

Calyxt’s business model for PlantSpring and BioFactory has two customer demand-driven revenue streams, one focused on development activity and the other on product sales. Most important is the product revenue expected to be generated once commercialization is achieved. Calyxt anticipates a rapid revenue ramp following the customers’ commercial launch of a compound, and is targeting customers’ compounds with large demand pools, potential multi-million-dollar annual revenue opportunities per compound, and a target gross profit margin in the mid-double digits at scale. Calyxt also believes its prospective customers will pay for development in some instances.

Licensing of Technology and Traits

Investments in Key Hires

Other Business Updates

Financial Results for the Three Months Ended March 31, 2022

"The continued expansion of our AIML capabilities has already contributed to expediting the development process, and we believe we can now complete the Design, Engineer, and Verify phases of our development cycle in some cases in as little as nine months’ time and we look forward to reporting progress against the 24-month pilot cycle in the future. In addition, we have now secured key hires that represent our revenue streams: business development, chemistry/purification, and licensing,” said Bill Koschak, Chief Financial Officer at Calyxt. “Further, the approximate $10.0 million in net proceeds from the capital raise we recently completed in February, in spite of volatile market conditions, allows us to scale our BioFactory production and AIML capabilities. Our plans to utilize PlantSpring and the BioFactory to target customers in large and innovative end markets like cosmeceuticals, nutraceuticals, and pharmaceuticals are resonating in conversations across industries, and we look forward to providing updates in the coming months. Thanks to the successful offering of our common stock and warrants and assessing our discretionary spending, we now expect Calyxt’s cash runway to extend into early 2023.”

First Quarter 2022 Results Conference Call

Calyxt’s President and Chief Executive Officer, Michael A. Carr, and Chief Financial Officer, Bill Koschak, will host a conference call discussing Calyxt’s results for the first quarter of 2022, followed by a question-and-answer session. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of Calyxt’s website at www.calyxt.com.

To access the call, please use the following information:

Date: Thursday, May 5, 2022
Time: 4:30 p.m. EST, 1:30 p.m. PST
Toll Free dial-in number: +1-888-317-6003
Toll/International dial-in number: +1-412-317-6061
Conference ID: 2452642

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. The conference call will also be broadcast live and available for replay via the investor relations section of the company's website at www.calyxt.com.

A replay of the webcast will be available for 30 days following the event.

Toll Free Replay Number:+1-877-344-7529
International Replay Number:+1-412-317-0088
Replay ID:9265408

About the PlantSpring™ Technology Platform and BioFactory™ Production System

Calyxt’s technology platform, PlantSpring, is founded on Calyxt’s more than a decade of experience engineering plant metabolism, and incorporates its scientific knowledge, its proprietary systems, tools, and technologies; and an expanding set of AIML capabilities. In PlantSpring, Calyxt identifies metabolic pathways to produce plant-based chemistries, designs strategies to reprogram host cells, engineers plant cell metabolism to optimally produce targeted compounds, and produces those targeted compounds at laboratory scale. Calyxt has implemented AIML capabilities for the identification of targets for editing specific genetic pathways and continues to develop AIML capabilities across the PlantSpring platform, which will enable learning and adaptation of knowledge gained from past activity and are expected to be combined with predictive analytics to rapidly prototype and provide feedback, accelerate the time to complete the development cycle and help mitigate the risk associated with commercial scale-up. As a result, Calyxt believes it can develop biomolecules in plants for customers at both a greater breadth and level of complexity and at faster speeds than its competitors in the synthetic biology industry. The output from the PlantSpring platform integrates with Calyxt’s BioFactory production system.

The BioFactory is a bioreactor-based production system that is designed to be capable of continuous production of plant-based chemistries. The bioreactor can be of any size depending upon factors including yield and titer necessary to reach the required commercial scale. For production, multicellular Plant Cell Matrix™ (PCM™) structures are placed inside the bioreactor, and growth media bathes the PCM structures to provide them with nutrition, which differentiates Calyxt’s process from other methods that require complete submersion of cells in growth media and/or the application of hormones to facilitate growth. A PCM structure is a living system of various cell types, which is designed to emulate the intercellular metabolism of an entire plant, which grows over time, produces, and stores, or excretes, the target chemistries. The growth media is the feedstock of the BioFactory production system and contains the essential inputs to support growth of the PCM structures and necessary chemistry production. The growth media is expected to be reused throughout the production cycle, which may run for an extended time period. To scale production in the BioFactory productions system, Calyxt expects to move the PCM structures from its current bioreactor into larger capacity bioreactors or groups of bioreactors. Calyxt began running lab-scale bioreactors in early 2021. Calyxt’s first pilot-scale bioreactor became operational in December 2021 and is scalable up to 200 liters. The pilot stage of development takes a compound developed with the PlantSpring platform through to commercial production. Depending on the compound to be produced, there may be a range of vessel sizes between the initial pilot facility and the commercial production facility. Calyxt’s current plan is to engage third parties, referred to as infrastructure partners, for at-scale commercial production. Infrastructure partners are likely to be companies with processing assets that can be converted from current production to Calyxt’s bioreactor-based approach. If an infrastructure partner is used for production, Calyxt expects to pay a fee for that production. Because of the expected modular nature of the BioFactory production system and the types of high value compounds Calyxt expects to develop for customers, it is also possible that commercial production could also occur in a customer’s in-house facility. Calyxt expects to expand the scope of its pilot facilities based on customer demand, and the scope of production could extend, subject to regulatory and other considerations, outside the United States. Because of its production methodology, Calyxt believes the BioFactory has the potential to be one of the most sustainable production systems across industries.

About Calyxt

Calyxt (Nasdaq: CLXT) is a plant-based synthetic biology company. Calyxt leverages its proprietary PlantSpring™ technology platform to engineer plant metabolism to produce innovative high value plant-based chemistries for use in customers’ materials and products. As plant-based solutions, Calyxt’s synthetic biology products can be used in helping customers meet their sustainability targets and financial goals. Calyxt's diversified offerings are primarily delivered through its proprietary BioFactory™ production system. For more information, visit www.calyxt.com.

PlantSpring, BioFactory, Plant Cell Matrix™, and the Calyxt logo are trademarks of Calyxt, Inc. Any other trademarks belong to their respective owners.

Calyxt Contacts

Calyxt Media Contact:Calyxt Investor Relations Contact:
David Rosen/ John Garabo/ Michael Barron
Argot Partners
(212) 600-1902
media@calyxt.com
Kimberly Minarovich/ Cameron Willis
Argot Partners
(212) 600-1902
investors@calyxt.com

Calyxt Business Development Contact: 
Gerry Nuovo
Senior Vice President of Business Development
(612) 427-7881
contact@calyxt.com
 

USE OF NON-GAAP FINANCIAL INFORMATION

To supplement Calyxt’s financial results prepared in accordance with GAAP, it has prepared certain non-GAAP measures that include or exclude special items. These non-GAAP measures are not meant to be considered in isolation or as a substitute for financial information presented in accordance with GAAP and should be viewed as supplemental and in addition to Calyxt’s financial information presented in accordance with GAAP. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures. In addition, other companies may report similarly titled measures, but calculate them differently, which reduces their usefulness as a comparative measure. Management utilizes these non-GAAP metrics as performance measures in evaluating and making operational decisions regarding Calyxt’s business.

Calyxt’s 2021 non-GAAP financial measures reflect adjustments for certain commodity derivatives entered into in connection with its soybean product line. As a result of the completed wind-down of this product line, Calyxt held no commodity derivative contracts as of March 31, 2022.

Calyxt presents adjusted net loss, a non-GAAP measure, and defines it as net loss including adjustments necessary to present the underlying gross profit of its soybean product line, including (i) unrealized gains and losses associated with commodity derivatives entered into to hedge the change in value of fixed price grain inventories and fixed price grain production agreements that should be recognized in the future when the underlying inventory is sold, (ii) gains and losses from commodity derivatives realized in prior periods but associated with inventory sold in the current period, (iii) net realizable value adjustments to inventories occurring in the period which otherwise would have been recognized in the future when the underlying inventory is sold, and (iv) net realizable value adjustments recognized in prior periods but associated with inventory sold in the current period, and excluding cash-based Section 16 officer transition expenses, the recapture of non-cash stock compensation associated with the departure of Section 16 officers, and non-operating expenses.

Calyxt provides in the table below a reconciliation of net loss, which is the most directly comparable GAAP financial measure, to adjusted net loss. Calyxt provides adjusted net loss because it believes that this non-GAAP financial metric provides investors with useful supplemental information at this stage of commercialization as the amounts being adjusted affect the period-to-period comparability of net losses and financial performance.

The table below presents a reconciliation of net loss to adjusted net loss:

 Three Months Ended March 31, 
In Thousands2022  2021 
Net loss (GAAP measure)$(5,619) $(10,028)
Non-GAAP adjustments:       
Commodity derivative impact, net    211 
Net realizable value adjustment to inventories    787 
Section 16 officer transition expenses 116   2,721 
Recapture of non-cash stock compensation    (2,540)
Non-operating expenses (487)  1 
Adjusted net loss$(5,990) $(8,848)

Calyxt presents adjusted net loss per share, a non-GAAP measure, and defines it as net loss per share including adjustments necessary to present the underlying gross profit of its soybean product line, including (i) unrealized gains and losses associated with commodity derivatives entered into to hedge the change in value of fixed price grain inventories and fixed price grain production agreements that should be recognized in the future when the underlying inventory is sold, (ii) gains and losses from commodity derivatives realized in prior periods but associated with inventory sold in the current period, (iii) net realizable value adjustments to inventories occurring in the period which otherwise would have been recognized in the future when the underlying inventory is sold, and (iv) net realizable value adjustments recognized in prior periods but associated with inventory sold in the current period, and excluding cash-based Section 16 officer transition expenses, the recapture of non-cash stock compensation associated with the departure of Section 16 officers, and non-operating expenses.

Calyxt provides in the table below a reconciliation of net loss per share, which is the most directly comparable GAAP financial measure, to adjusted net loss per share. Calyxt provides adjusted net loss per share because it believes that this non-GAAP financial metric provides investors with useful supplemental information at this stage of commercialization as the amounts being adjusted affect the period-to-period comparability of net losses per share and financial performance.

The table below presents a reconciliation of net loss per share to adjusted net loss per share:

 Three Months Ended March 31, 
 2022  2021 
Net loss per share (GAAP measure)$(0.13) $(0.27)
Non-GAAP adjustments:       
Commodity derivative impact, net    0.01 
Net realizable value adjustment to inventories    0.02 
Section 16 officer transition expenses    0.07 
Recapture of non-cash stock compensation    (0.07)
Non-operating expenses (0.01)   
Adjusted net loss per share$(0.14) $(0.24)

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “anticipates,” “believes,” “continue,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “predicts,” “projects,” “should,” “targets,” “will,” or the negative of these terms and other similar terminology. Forward-looking statements in this report include statements about Calyxt's future financial performance, including its cash runway; its product pipeline and development; its business model and strategies for the development, commercialization and sales of commercial products; commercial demand for its synthetic biology solutions; the development and deployment of its PlantSpring technology platform; its ability to deploy and leverage its artificial intelligence and machine learning (AIML) capabilities; the ability to scale production capability for its BioFactory production system; potential development agreements, partnerships, customer relationships, and licensing arrangements and their contribution to its financial results, cash usage, and growth strategies; the potential impact of the COVID-19 pandemic on its business and operating results; and anticipated trends in its business. These and other forward-looking statements are predictions and projections about future events and trends based on Calyxt's current expectations, objectives, and intentions and are premised on current assumptions. Calyxt's actual results, level of activity, performance, or achievements could be materially different than those expressed, implied, or anticipated by forward-looking statements due to a variety of factors, including, but not limited to: the impact of increased competition, including competition from a broader array of synthetic biology companies; competition for customers, partners, and licensees and the successful execution of development and licensing agreements; disruptions at its key facilities, including disruptions impacting its BioFactory production system; flaws in AIML algorithms, insufficiency of data inputs required by such algorithms, and human error in interacting with AIML; changes in customer preferences and market acceptance of its products; changes in market consensus as to what attributes are required for a product to be considered “sustainable”; the impact of adverse events during development, including unsuccessful pilot production of plant-based chemistries or field trials; the impact of improper handling of its product candidates during development; failures by third-party contractors; inaccurate demand forecasting or milestone and royalty payment projections; the effectiveness of commercialization efforts by commercial partners or licensees; disruptions to supply chains, including raw material inputs for its BioFactory; the impact of changes or increases in oversight and regulation; disputes or challenges regarding intellectual property; proliferation and continuous evolution of new technologies; management changes; dislocations in the capital markets; the severity and duration of the evolving COVID-19 pandemic and the resulting impact on macro-economic conditions; and other important factors discussed in Part I, Item 1A, “Risk Factors” in Calyxt’s filings with the SEC, included in Part I, Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 3, 2022 (its Annual Report) and its subsequent reports on Forms 10-Q and 8-K filed with the SEC as well as other important factors discussed in Part I, Item 1A, “Risk Factors” in Calyxt’s filings with the SEC, included in Part I, Item 3 of Cellectis’ Annual Report on Form 20-F for the year ended December 31, 2021, which was filed with the SEC on March 3, 2022 (its Annual Report) and its subsequent reports on Form 6-K. Any forward-looking statements made by management of Calyxt are based only on currently available information and speak only as of the date of this report. Except as otherwise required by securities and other applicable laws, Calyxt does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change.


CALYXT, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Par Value and Share Amounts)
 
 March 31, 2022
(unaudited)
  December 31,
2021
 
Assets       
Current assets:       
Cash and cash equivalents$17,285  $13,823 
Restricted cash 499   499 
Prepaid expenses and other current assets 1,189   859 
Total current assets 18,973   15,181 
Non-current restricted cash 99   99 
Land, buildings, and equipment 5,125   21,731 
Operating lease right-of-use assets 13,973    
Other non-current assets 175   183 
Total assets$38,345  $37,194 
Liabilities and stockholders’ equity       
Current liabilities:       
Accounts payable$1,167  $1,260 
Accrued expenses 379   339 
Accrued compensation 2,209   2,522 
Due to related parties 64   172 
Current portion of financing lease obligations 290   370 
Common stock warrants 4,976    
Other current liabilities 435   191 
Total current liabilities 9,520   4,854 
Financing lease obligations 89   17,506 
Operating lease obligations 13,742    
Other non-current liabilities 73   702 
Total liabilities 23,424   23,062 
Stockholders’ equity:       
Common stock, $0.0001 par value; 275,000,000 shares authorized; 42,841,915 shares issued and 42,741,763 shares outstanding as of March 31, 2022, and 38,874,146 shares issued and 38,773,994 shares outstanding as of December 31, 2021 5   4 
Additional paid-in capital 216,838   211,263 
Common stock in treasury, at cost; 100,152 shares as of March 31, 2022, and December 31, 2021 (1,043)  (1,043)
Accumulated deficit (200,879)  (196,092)
Total stockholders’ equity 14,921   14,132 
Total liabilities and stockholders’ equity$38,345  $37,194 


CALYXT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands Except Shares and Per Share Amounts)
 
 Three Months Ended March 31, 
 2022  2021 
Revenue$32    $4,402 
Cost of goods sold    6,745 
Gross profit 32   (2,343)
Operating expenses:       
Research and development 2,941   3,050 
Selling, general, and administrative 3,180   4,258 
Management fees    30 
Total operating expenses 6,121   7,338 
Loss from operations (6,089)  (9,681)
Interest, net (17)  (346)
Non-operating expenses 487   (1)
Loss before income taxes (5,619)  (10,028)
Income taxes     
Net loss$(5,619) $(10,028)
Basic and diluted net loss per share$(0.13) $(0.27)
Weighted average shares outstanding - basic and diluted 42,020,090   37,136,338 
Anti-dilutive stock options, restricted stock units, and performance stock units 16,276,362   5,013,780 


CALYXT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in Thousands)
 
 Three Months Ended March 31, 
 2022  2021 
Operating activities       
Net loss$(5,619) $(10,028)
Adjustments to reconcile net loss to net cash used by operating activities:       
Depreciation and amortization 370   585 
Stock-based compensation 531   (1,450)
Unrealized (gain) loss on mark-to-market of common stock warrants (435)   
Changes in operating assets and liabilities:       
Accounts receivable    3,533 
Due to/from related parties (108)  (652)
Inventory    (3,149)
Prepaid expenses and other current assets (110)  583 
Accounts payable (145)  30 
Accrued expenses 37   167 
Accrued compensation (313)  (186)
Other (612)  1,150 
Net cash used by operating activities (6,404)  (9,417)
Investing activities       
Sales and (purchases) of short-term investments, net    8,653 
Purchases of land, buildings, and equipment (545)  (269)
Net cash (used by) provided by investing activities (545)  8,384 
Financing activities       
Proceeds from the issuance of common stock 11,209    
Costs incurred related to the issuance of common stock (704)   
Repayments of financing lease obligations (94)  (88)
Proceeds from the exercise of stock options    208 
Net cash provided by financing activities 10,411   120 
Net increase (decrease) in cash, cash equivalents, and restricted cash 3,462   (913)
Cash, cash equivalents, and restricted cash - beginning of period 14,421   18,289 
Cash, cash equivalents, and restricted cash – end of period$17,883  $17,376 

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About Cellectis
Cellectis is a clinical-stage biotechnology company using its pioneering gene-editing platform to develop life-saving cell and gene therapies. Cellectis utilizes an allogeneic approach for CAR-T immunotherapies in oncology, pioneering the concept of off-the-shelf and ready-to-use gene-edited CAR T-cells to treat cancer patients, and a platform to make therapeutic gene editing in hemopoietic stem cells for various diseases. As a clinical-stage biopharmaceutical company with over 22 years of expertise in gene editing, Cellectis is developing life-changing product candidates utilizing TALEN®, its gene editing technology, and PulseAgile, its pioneering electroporation system to harness the power of the immune system in order to treat diseases with unmet medical needs. Cellectis’ headquarters are in Paris, France, with locations in New York, New York and Raleigh, North Carolina. Cellectis is listed on the Nasdaq Global Market (ticker: CLLS) and on Euronext Growth (ticker: ALCLS).  

For more information, visit www.cellectis.com.  
Follow Cellectis on social media: @cellectis, LinkedIn and YouTube.

For further information on Cellectis, please contact:   

Media contacts:   
Pascalyne Wilson, Director, Communications, +33 (0)7 76 99 14 33, media@cellectis.com 
Margaret Gandolfo, Senior Manager, Communications, +1 (646) 628 0300   

Investor Relation contact:   
Arthur Stril, Chief Business Officer, +1 (347) 809 5980,  investors@cellectis.com   
Ashley R. Robinson, LifeSci Advisors, +1 617 430 7577 

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