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
Date of Report: August 3, 2023
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 [ ]
EXHIBIT INDEX
Exhibit | Title | |
99.1 | Press release, dated August 3, 2023 |
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: August 3, 2023 | /s/ André Choulika | |
André Choulika | ||
Chief Executive Officer | ||
EXHIBIT 99.1
Cellectis Provides Business Updates and Preliminary Financial Results for Second Quarter 2023
NEW YORK, Aug. 03, 2023 (GLOBE NEWSWIRE) -- Cellectis (the “Company”) (Euronext Growth: ALCLS - NASDAQ: CLLS), a clinical-stage biotechnology company using its pioneering gene-editing platform to develop life-saving cell and gene therapies, today provided business updates and preliminary financial results for the six-month period ending June 30, 2023. Full report of the financial results for the second quarter of 2023 will be released in the coming days.
“We are proud of our team and the strong execution this quarter. Our clinical data presented for UCART22 at the European Hematology Association (EHA) were positive for patients with r/r B-ALL who have failed multiple lines of treatment including multi-agent chemoimmunotherapy, CD19 directed CAR T-cell therapy, and allogeneic stem cell transplant. We are looking forward to releasing new data later this year on our UCART22 product candidate manufactured in-house,” said André Choulika, Ph.D., Chief Executive Officer at Cellectis.
“In addition, we have made progress with our pipeline in 2023 and continue to focus on our core clinical trials BALLI-01 (evaluating UCART22), NATHALI-01 (evaluating UCART20x22) and AMELI-01 (evaluating UCART123). This quarter, Cellectis presented an encore of the clinical data on the AMELI-01 clinical trial at the American Society of Gene and Cell Therapy (ASGCT) 2023 annual meeting. These preliminary data support the continued administration of UCART123 after FCA lymphodepletion in patients with r/r AML.
Cellectis’ innovation team also presented preclinical data on a gene editing process to develop a bona fide HBB gene correction of sickle cell mutation, and a comprehensive analysis to better design efficient TALE Base Editors (TALE-BE) at the International Society for Cell and Gene Therapy (ISCT) 2023 annual meeting. These achievements showcase once more the power of our gene-editing platform and our TALEN®, the technology of choice for therapeutic gene editing, and that we are continuing to deliver constant breakthrough innovation to treat diseases with unmet medical needs.
Despite an unprecedented challenging market environment for cell and gene therapy companies, Cellectis remains focused in its mission to develop innovative cancer therapy product candidates.”
Pipeline Highlights
UCART Clinical Development Programs
BALLI-01 (evaluating UCART22) in relapsed or refractory B-cell acute lymphoblastic leukemia (r/r B-ALL)
NATHALI-01 (evaluating UCART20x22) in relapsed or refractory B-cell non-Hodgkin lymphoma (r/r B-NHL)
Research Data & Preclinical Programs
UCART20x22
Article published in Cancer Immunology Research
HBB gene correction of sickle cell mutation
The poster presentation highlighted the following data:
TALE Base Editors (TALE-BE)
The poster presentation highlighted the following data:
We believe that the knowledge obtained will allow to better design efficient TALE-BE while improving the specificity profiles of this innovative editing platform.
Novel treatment paradigm for successful CAR T immunotherapy against stroma-rich solid tumors
Preclinical data showed that:
Licensed Allogeneic CAR T-cell Development Programs
Servier and Allogene: anti-CD19 programs
Allogene: anti-BCMA and anti-CD70 program
Corporate Updates
At the end of the meeting, the terms of office of Ms. Annick Schwebig and Mr. Hervé Hoppenot ended and Ms. Annick Schwebig and Mr. Hervé Hoppenot departed the board of directors as of such date.
During the annual shareholders meeting, Cécile Chartier, Ph.D., was appointed as a director of the Cellectis’ Board of Directors, with immediate effect.
Cécile Chartier currently serves as Chief Scientific Officer at NextVivo, Inc. Prior to her tenure at NextVivo, Dr. Chartier was Vice President of Research at Iovance Biotherapeutics, Inc. where she led the development of next generation tumor-infiltrating lymphocytes (TIL) therapies through research to early-stage clinical trials. Cécile’s extensive experience in the development of next generation cell and gene therapies coupled with her deep knowledge of the U.S. biotechnology industry will be a huge asset to Cellectis.
Financial Results
The interim condensed consolidated financial statements of Cellectis, have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”).
We present certain financial metrics broken out between our two reportable segments – Therapeutics and Plants – in the appendices of this Q2 2023 financial results press release.
On January 13, 2023, Calyxt, Cibus Global LLC (Cibus) and certain other parties named therein, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms and conditions thereof, Calyxt and Cibus will merge in an all-stock transaction (the “Calyxt Merger”). As a consequence of the foregoing, Calyxt met the “held-for-sale” criteria specified in IFRS 5 and was classified as a discontinued operation until May 31, 2023.
On June 1, 2023, Calyxt and Cibus closed the merger transaction and now operate under the name Cibus, Inc. Consequently, Calyxt was deconsolidated and Calyxt’s cash, cash equivalent and restricted cash are no longer included in the Group’s cash, cash equivalent and restricted cash since June 1, 2023.
Cash: As of June 30, 2023, Cellectis, had $89 million in consolidated cash, cash equivalents, and restricted cash. This compares to $95 million in consolidated cash, cash equivalents and restricted cash as of December 31, 2022. This $6 million difference mainly reflects $55 million of cash out, which include $15 million for R&D suppliers, $7 million for SG&A suppliers, $23 million for staff costs, $7 million for rents and taxes, $3 millions of reimbursement of the “PGE” loan, and a $1 million unfavorable impact on Forex partially offset by a $23 million net cash inflow from the capital raise closed in February, a $21 million net cash inflow from EIB loan, a $1 million cash inflow related to the grant and refundable advance from BPI, $2 millions of financial investments’ capital gain and interests, a $1 million reimbursement of social charges paid on stock options, and a $2 million net cash inflow from licenses and other cash receipts.
Based on the current operating plan, Cellectis anticipates that the cash, cash equivalents, and restricted cash as of June 30, 2023 will fund Cellectis’ operations into the third quarter of 2024.
Revenues and Other Income: Consolidated revenues and other income were $5.6 million for the six months ended June 30, 2023 compared to $6.5 million for the six months ended June 30, 2022. The decrease of $1.0 million reflects the recognition of two milestones related to Cellectis’ agreement with Cytovia for $1.5 million in 2022 and a milestone of $1.0 million with another partner while recognition of revenues in 2023 is not material, and partially offset by the increase of the research tax credit for $0.8 million and the partial recognition of a grant signed with “BPI” of $0.8 million.
R&D Expenses: Consolidated R&D expenses were $43.2 million for the six months ended June 30, 2023, compared to $52.2 million for the six months ended June 30, 2022. The $9.0 million decrease was primarily attributable to (i) a $3.4 million decrease in personal expenses due to departures not replaced (ii) a $4.7 million decrease in purchases, external expenses and other (from $28.0 million in 2022 to $23.2 million in 2023) mainly explained by internalization of our manufacturing and quality activities to support our R&D pipeline and (iii) a $0.8 million decrease of non-cash stock-based compensation expenses (from $3.1 million to $2.3 million).
SG&A Expenses: Consolidated SG&A expenses were $8.9 million for the six months ended June 30, 2023, compared to $10.9 million for the six months ended June 30, 2022. The $2.0 million decrease primarily reflects (i) a $1.6 million decrease in purchases, external expenses and other (from $6.4 million in 2022 to $4.9 million in 2023) mainly explained by the implementation of our ERP in 2022 (ii) a $0.2 million decrease in personal expenses and non-cash stock-based compensation expenses.
Net financial gain (loss): Consolidated net financial gain was $11.6 million for the six months ended June 30, 2023, compared to $9.2 million for the six months ended June 30, 2022. The $2.4 million increase primarily reflects (i) a $20.8 million increase of financial income, mainly attributable to the profit from Calyxt’s deconsolidation, partially offset by (ii) the loss in fair value on our retained investment in Calyxt since deconsolidation for $10.2 million, (iii) a $6.8 million decrease in the fair value of Cytovia’s note receivable.
Net income (loss) from discontinued operations: Pursuant to Calyxt deconsolidation income from discontinued operation for the six-month period ended June 30, 2023, 2023 only include five months of activity. The $3.5 million increase of net loss from discontinued operations between the six-month period ended June 30, 2022 and 2023 is primarily driven by (i) the increase of $9.2 million of net financial loss and (ii) the increase of $1.5 million of other operating expenses partially offset by (i) the decrease of $2.8 million of R&D expenses (from $6.3 million in 2022 to $3.5 in 2023) and (ii) the decrease of $4.5 million of SG&A expenses (from $6.8 million in 2022 to $2.3 million in 2023).
Net Income (loss) Attributable to Shareholders of Cellectis: The consolidated net loss attributable to shareholders of Cellectis was $40.7 million (or $0.76 per share) for the six months ended June 30, 2023, of which $35.7 million was attributed to Cellectis continuing operations, compared to $50.9 million (or $1.12 per share) for the six months ended June 30, 2022, of which $47.3 million was attributed to Cellectis continuing operations. This $10.1 million decrease in net loss between the first six months of 2023 and 2022 was primarily driven by (i) a $9.0 million decrease of R&D expenses, (ii) a $2.0 million decrease of SG&A expenses and (iii) an increase of $2.4 million of the financial gain due to the deconsolidation of Calyxt compensated in part by the decrease of fair value of Cytovia’s note receivable. These downward impacts on the net loss were partially offset by (i) a decrease of $1.0 million of revenues and other income, (ii) an increase of $1.5 million of loss from discontinued operations attributable to Shareholders of Cellectis.
Adjusted Net Income (Loss) Attributable to Shareholders of Cellectis: The consolidated adjusted net loss attributable to shareholders of Cellectis was $36.7 million (or $0.68 per share) for the six months ended June 30, 2023, compared to a net loss of $45.5 million (or $1.00 per share) for the six months ended June 30, 2022.
Please see “Note Regarding Use of Non-IFRS Financial Measures” for reconciliation of GAAP net income (loss) attributable to shareholders of Cellectis to adjusted net income (loss) attributable to shareholders of Cellectis.
We currently foresee focusing our cash spending at Cellectis for 2023 in the following areas:
The selected, preliminary financial information set forth above are unaudited and should be considered preliminary and subject to change. We have provided such selected, preliminary results above as our final results remain subject to the completion of our normal closing procedures, final adjustments, developments that may arise between now and the time the financial results are finalized, and management’s and the audit and finances committee’s final reviews. Accordingly, you should not place undue reliance on this preliminary information, which may differ materially from our actual final results. These preliminary results should not be viewed as a substitute for our full quarterly financial statements prepared in accordance with IFRS. In addition, they are not necessarily indicative of the results to be achieved in any future period. These preliminary results have been prepared by and are the responsibility of management. Our independent registered public accounting firm has not audited, compiled, performed any procedures on or revised the preliminary financial information, and accordingly does not express an opinion or any other form of assurance with respect of the preliminary information. We plan to report our full results for the second quarter in the coming days.
CELLECTIS S.A. | ||||||
STATEMENT OF CONSOLIDATED FINANCIAL POSITION (unaudited) | ||||||
($ in thousands) | ||||||
As of | ||||||
December 31, 2022 | June 30, 2023 | |||||
ASSETS | ||||||
Non-current assets | ||||||
Intangible assets | 718 | 695 | ||||
Property, plant, and equipment | 63,621 | 59,231 | ||||
Right-of-use assets | 44,275 | 41,457 | ||||
Non-current financial assets | 8,791 | 13,006 | ||||
Total non-current assets | 117,406 | 114,389 | ||||
Current assets | ||||||
Trade receivables | 772 | 422 | ||||
Subsidies receivables | 14,496 | 19,488 | ||||
Other current assets | 9,078 | 7,869 | ||||
Cash and cash equivalent and Current financial assets | 97,697 | 85,505 | ||||
Total current assets | 122,043 | 113,285 | ||||
Total assets held for sale | 21,768 | 0 | ||||
TOTAL ASSETS | 261,216 | 227,674 | ||||
LIABILITIES | ||||||
Shareholders’ equity | ||||||
Share capital | 2,955 | 3,491 | ||||
Premiums related to the share capital | 583,122 | 476,224 | ||||
Currency translation adjustment | (28,605 | ) | (37,050 | ) | ||
Retained earnings | (333,365 | ) | (305,392 | ) | ||
Net income (loss) | (106,139 | ) | (40,715 | ) | ||
Total shareholders’ equity - Group Share | 117,968 | 96,558 | ||||
Non-controlling interests | 7,973 | 0 | ||||
Total shareholders’ equity | 125,941 | 96,558 | ||||
Non-current liabilities | ||||||
Non-current financial liabilities | 20,531 | 40,270 | ||||
Non-current lease debts | 49,358 | 46,157 | ||||
Non-current provisions | 2,390 | 2,641 | ||||
Total non-current liabilities | 72,279 | 89,068 | ||||
Current liabilities | ||||||
Current financial liabilities | 5,088 | 5,185 | ||||
Current lease debts | 7,872 | 8,270 | ||||
Trade payables | 21,456 | 19,229 | ||||
Deferred revenues and deferred income | 59 | 241 | ||||
Current provisions | 477 | 1,029 | ||||
Other current liabilities | 13,179 | 8,093 | ||||
Total current liabilities | 48,131 | 42,047 | ||||
Total liabilities related to asset held for sale | 14,864 | 0 | ||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 261,216 | 227,674 |
Cellectis S.A. | ||||||
UNAUDITED STATEMENTS OF CONSOLIDATED OPERATIONS | ||||||
For the three-month period ended June 30, 2023 | ||||||
$ in thousands, except per share amounts | ||||||
For the three-month period ended June 30, | ||||||
2022 * | 2023 | |||||
Revenues and other income | ||||||
Revenues | 1,307 | 178 | ||||
Other income | 1,416 | 1,823 | ||||
Total revenues and other income | 2,723 | 2,001 | ||||
Operating expenses | ||||||
Cost of revenue | (329 | ) | (55 | ) | ||
Research and development expenses | (25,630 | ) | (22,144 | ) | ||
Selling, general and administrative expenses | (4,830 | ) | (3,950 | ) | ||
Other operating income (expenses) | 753 | 490 | ||||
Total operating expenses | (30,036 | ) | (25,660 | ) | ||
Operating income (loss) | (27,313 | ) | (23,659 | ) | ||
Financial gain (loss) | 8,301 | 15,982 | ||||
Income tax | 0 | (258 | ) | |||
Income (loss) from continuing operations | (19,012 | ) | (7,935 | ) | ||
Income (loss) from discontinued operations | (442 | ) | (5,647 | ) | ||
Net income (loss) | (19,454 | ) | (13,583 | ) | ||
Attributable to shareholders of Cellectis | (18,946 | ) | (10,648 | ) | ||
Attributable to non-controlling interests | (506 | ) | (2,935 | ) | ||
Basic net income (loss) attributable to shareholders of Cellectis per share ($/share) | (0.42 | ) | (0.19 | ) | ||
Diluted net income (loss) attributable to shareholders of Cellectis per share ($/share) | (0.42 | ) | (0.19 | ) | ||
Basic net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations | 0.00 | (0.05 | ) | |||
Diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations | 0.00 | (0.05 | ) | |||
* These amounts reflect adjustments made in connection with the presentation of the discontinued operation
CELLECTIS S.A. | ||||||
UNAUDITED STATEMENTS OF CONSOLIDATED OPERATIONS | ||||||
For the six-month period ended June 30, 2023 | ||||||
$ in thousands, except per share amounts | ||||||
For the six-month period ended June 30, | ||||||
2022 * | 2023 | |||||
Revenues and other income | ||||||
Revenues | 2,972 | 317 | ||||
Other income | 3,551 | 5,242 | ||||
Total revenues and other income | 6,523 | 5,560 | ||||
Operating expenses | ||||||
Cost of revenue | (714 | ) | (389 | ) | ||
Research and development expenses | (52,231 | ) | (43,225 | ) | ||
Selling, general and administrative expenses | (10,893 | ) | (8,914 | ) | ||
Other operating income (expenses) | 774 | (83 | ) | |||
Total operating expenses | (63,064 | ) | (52,612 | ) | ||
Operating income (loss) | (56,541 | ) | (47,053 | ) | ||
Financial gain (loss) | 9,213 | 11,580 | ||||
Income tax | 0 | (258 | ) | |||
Income (loss) from continuing operations | (47,328 | ) | (35,731 | ) | ||
Income (loss) from discontinued operations | (6,883 | ) | (10,377 | ) | ||
Net income (loss) | (54,211 | ) | (46.108 | ) | ||
Attributable to shareholders of Cellectis | (50,858 | ) | (40,715 | ) | ||
Attributable to non-controlling interests | (3,352 | ) | (5,393 | ) | ||
Basic net income (loss) attributable to shareholders of Cellectis per share ($/share) | (1.12 | ) | (0.76 | ) | ||
Diluted net income (loss) attributable to shareholders of Cellectis per share ($/share) | (1.12 | ) | (0.76 | ) | ||
Basic net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations | (0.08 | ) | (0.09 | ) | ||
Diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations | (0.08 | ) | (0.09 | ) | ||
* These amounts reflect adjustments made in connection with the presentation of the discontinued operation
CELLECTIS S.A. | |||||||||||||
DETAILS OF KEY PERFORMANCE INDICATORS BY REPORTABLE SEGMENTS – | |||||||||||||
For the three-month period ended June 30, 2023 | |||||||||||||
(unaudited) - ($ in thousands) | |||||||||||||
For the three-month period ended June 30, 2022 | For the three-month period ended June 30, 2023 | ||||||||||||
$ in thousands | Plants (discontinued operations) | Therapeutics | Total reportable segments | Plants (discontinued operations) | Therapeutics | Total reportable segments | |||||||
External revenues | 42 | 1,307 | 1,348 | 1 | 178 | 179 | |||||||
External other income | - | 1,416 | 1,416 | - | 1,823 | 1,823 | |||||||
External revenues and other income | 42 | 2,723 | 2,765 | 1 | 2,001 | 2,002 | |||||||
Cost of revenue | 0 | (329 | ) | (329 | ) | (63 | ) | (55 | ) | (118 | ) | ||
Research and development expenses | (3,419 | ) | (25,630 | ) | (29,048 | ) | (1,322 | ) | (22,144 | ) | (23,467 | ) | |
Selling, general and administrative expenses | (3,585 | ) | (4,830 | ) | (8,415 | ) | (976 | ) | (3,950 | ) | (4,927 | ) | |
Other operating income and expenses | 198 | 753 | 951 | (1,074 | ) | 490 | (584 | ) | |||||
Total operating expenses | (6,806 | ) | (30,036 | ) | (36,842 | ) | (3,435 | ) | (25,660 | ) | (29,095 | ) | |
Operating income (loss) before tax | (6,764 | ) | (27,313 | ) | (34,077 | ) | (3,434 | ) | (23,659 | ) | (27,093 | ) | |
Financial gain (loss) | 6,322 | 8,301 | 14,623 | (2,213 | ) | 15,982 | 13,769 | ||||||
Income tax | - | - | - | - | (258 | ) | (258 | ) | |||||
Net income (loss) from discontinued operations | (442 | ) | (442 | ) | (5,647 | ) | (5,647 | ) | |||||
Net income (loss) | (442 | ) | (19,012 | ) | (19,454 | ) | (5,647 | ) | (7,935 | ) | (13,583 | ) | |
Non controlling interests | 506 | - | 506 | (2,935 | ) | - | (2,935 | ) | |||||
Net income (loss) attributable to shareholders of Cellectis | 64 | (19,012 | ) | (18,946 | ) | (2,712 | ) | (7,935 | ) | (10,648 | ) | ||
R&D non-cash stock-based expense attributable to shareholder of Cellectis | 226 | 1,454 | 1,681 | 103 | 797 | 900 | |||||||
SG&A non-cash stock-based expense attributable to shareholder of Cellectis | 447 | 557 | 1,003 | 326 | 849 | 1,174 | |||||||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 673 | 2,011 | 2,684 | 428 | 1,646 | 2,074 | |||||||
Adjusted net income (loss) attributable to shareholders of Cellectis | 737 | (17,001 | ) | (16,264 | ) | (2,284 | ) | (6,289 | ) | (8,573 | ) | ||
Depreciation and amortization | (608 | ) | (4,500 | ) | (5,108 | ) | (12 | ) | (4,419 | ) | (4,431 | ) | |
Additions to tangible and intangible assets | 308 | 870 | 1,178 | 21 | 311 | 332 |
CELLECTIS S.A. | |||||||||||||
DETAILS OF KEY PERFORMANCE INDICATORS BY REPORTABLE SEGMENTS – | |||||||||||||
For the six-month period ended June 30, 2023 | |||||||||||||
(unaudited) - ($ in thousands) | |||||||||||||
For the six-month period ended June 30, 2022 | For the six-month period ended June 30, 2023 | ||||||||||||
$ in thousands | Plants (discontinued operations) | Therapeutics | Total reportable segments | Plants (discontinued operations) | Therapeutics | Total reportable segments | |||||||
External revenues | 73 | 2,972 | 3,045 | 43 | 317 | 360 | |||||||
External other income | - | 3,551 | 3,551 | - | 5,242 | 5,242 | |||||||
External revenues and other income | 73 | 6,523 | 6,596 | 43 | 5,560 | 5,602 | |||||||
Cost of revenue | (0 | ) | (714 | ) | (714 | ) | (63 | ) | (389 | ) | (451 | ) | |
Research and development expenses | (6,297 | ) | (52,231 | ) | (58,527 | ) | (3,487 | ) | (43,225 | ) | (46,712 | ) | |
Selling, general and administrative expenses | (6,801 | ) | (10,893 | ) | (17,695 | ) | (2,313 | ) | (8,914 | ) | (11,227 | ) | |
Other operating income and expenses | 242 | 774 | 1,016 | (1,251 | ) | (83 | ) | (1,334 | ) | ||||
Total operating expenses | (12,856 | ) | (63,064 | ) | (75,920 | ) | (7,113 | ) | (52,612 | ) | (59,725 | ) | |
Operating income (loss) before tax | (12,783 | ) | (56,541 | ) | (69,324 | ) | (7,070 | ) | (47,053 | ) | (54,123 | ) | |
Net financial gain (loss) | 5,900 | 9,213 | 15,113 | (3,307 | ) | 11,580 | 8,273 | ||||||
Income tax | - | - | - | - | (258 | ) | (258 | ) | |||||
Net income (loss) from discontinued operations | (6,883 | ) | (6,883 | ) | (10,377 | ) | (10,377 | ) | |||||
Net income (loss) | (6,883 | ) | (47,328 | ) | (54,211 | ) | (10,377 | ) | (35,731 | ) | (46,108 | ) | |
Non-controlling interests | 3,352 | - | 3,352 | 5,393 | - | 5,393 | |||||||
Net income (loss) attributable to shareholders of Cellectis | (3,531 | ) | (47,328 | ) | (50,858 | ) | (4,984 | ) | (35,731 | ) | (40,715 | ) | |
R&D non-cash stock-based expense attributable to shareholder of Cellectis | 216 | 3,134 | 3,349 | 188 | 1,900 | 2,088 | |||||||
SG&A non-cash stock-based expense attributable to shareholder of Cellectis | 789 | 1,193 | 1,982 | 599 | 1,366 | 1,965 | |||||||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 1,005 | 4,327 | 5,331 | 788 | 3,265 | 4,053 | |||||||
Adjusted net income (loss) attributable to shareholders of Cellectis | (2,526 | ) | (43,001 | ) | (45,527 | ) | (4,196 | ) | (32,465 | ) | (36,663 | ) | |
Depreciation and amortization | (1,316 | ) | (9,434 | ) | (10,749 | ) | (7 | ) | (8,875 | ) | (8,882 | ) | |
Additions to tangible and intangible assets | 671 | 1,452 | 2,123 | 21 | 536 | 556 | |||||||
Note Regarding Use of Non-IFRS Financial Measures
Cellectis S.A. presents adjusted net income (loss) attributable to shareholders of Cellectis in this press release. Adjusted net income (loss) attributable to shareholders of Cellectis is not a measure calculated in accordance with IFRS. We have included in this press release a reconciliation of this figure to net income (loss) attributable to shareholders of Cellectis, which is the most directly comparable financial 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, we believe 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. In particular, we believe that the elimination of Non-cash stock-based expenses from Net income (loss) attributable to shareholders of Cellectis can provide a useful measure for period-to-period comparisons of our core businesses. Our use of adjusted net income (loss) attributable to shareholders of Cellectis has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under IFRS. Some of these limitations are: (a) other companies, including companies in our industry which use similar stock-based compensation, may address the impact of Non-cash stock- based compensation expense differently; and (b) other companies may report adjusted net income (loss) attributable to shareholders or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider adjusted net income (loss) attributable to shareholders of Cellectis alongside our IFRS financial results, including Net income (loss) attributable to shareholders of Cellectis.
RECONCILIATION OF IFRS TO NON-IFRS NET INCOME | ||||||
For the three-month period ended June 30, 2023 | ||||||
(unaudited) - ($ in thousands except per share data) | ||||||
For the three-month period ended June 30, | ||||||
2022 * | 2023 | |||||
Net income (loss) attributable to shareholders of Cellectis | (18,946 | ) | (10,648 | ) | ||
Adjustment: Non-cash stock-based compensation expense attributable to shareholders of Cellectis | 2,684 | 2,074 | ||||
Adjusted net income (loss) attributable to shareholders of Cellectis | (16,263 | ) | (8,574 | ) | ||
Basic Adjusted net income (loss) attributable to shareholders of Cellectis ($/share) | (0.36 | ) | (0.15 | ) | ||
Basic adjusted earnings from discontinued operations attributable to shareholders of Cellectis ($ /share) | 0.00 | (0.05 | ) | |||
Weighted average number of outstanding shares, basic (units) | 45,497,127 | 55,583,768 | ||||
Diluted Adjusted net income (loss) attributable to shareholders of Cellectis ($/share) (1) | (0.36 | ) | (0.15 | ) | ||
Diluted Adjusted net income (loss) attributable to shareholders of Cellectis ($/share) from discontinued operations | 0.02 | (0.04 | ) | |||
Weighted average number of outstanding shares, diluted (units) | 45,497,127 | 55,583,768 | ||||
*These amounts reflect adjustments made in connection with the presentation of the discontinued operation
RECONCILIATION OF IFRS TO NON-IFRS NET INCOME (unaudited) | ||||||
First six months | ||||||
($ in thousands, except per share data) | ||||||
For the six-month period ended June 30, | ||||||
2022 * | 2023 | |||||
Net income (loss) attributable to shareholders of Cellectis | (50,858 | ) | (40,715 | ) | ||
Adjustment: Non-cash stock-based compensation expense attributable to shareholders of Cellectis | 5,331 | 4,053 | ||||
Adjusted net income (loss) attributable to shareholders of Cellectis | (45,527 | ) | (36,662 | ) | ||
Basic Adjusted net income (loss) attributable to shareholders of Cellectis ($/share) | (1.00 | ) | (0.68 | ) | ||
Basic adjusted earnings from discontinued operations attributable to shareholders of Cellectis ($ /share) | (0.95 | ) | (0.71 | ) | ||
Weighted average number of outstanding shares, basic (units) | 45,497,127 | 53,541,010 | ||||
Diluted Adjusted net income (loss) attributable to shareholders of Cellectis ($/share) | (1.00 | ) | (0.68 | ) | ||
Diluted Adjusted net income (loss) attributable to shareholders of Cellectis ($/share) from discontinued operations | (0.95 | ) | (0.71 | ) | ||
Weighted average number of outstanding shares, diluted (units) | 45,497,127 | 53,541,010 | ||||
*These amounts reflect adjustments made in connection with the presentation of the discontinued operation
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 23 years of experience and 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).
Forward-looking Statements
This press release contains “forward-looking” statements within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “anticipate”, “expect”, “plan”, “could” and “will,” or the negative of these and similar expressions. These forward-looking statements, which are based on our management’s current expectations and assumptions and on information currently available to management, including information provided or otherwise publicly reported by our licensed partners. Forward-looking statements include statements about advancement, timing and progress of clinical trials and preclinical studies, the timing of our presentation of data, and the sufficiency of cash to fund operation. These forward-looking statements are made in light of information currently available to us and are subject to numerous risks and uncertainties, including with respect to the numerous risks associated with biopharmaceutical product candidate development. With respect to our cash runway, our operating plans, including product development plans, may change as a result of various factors, including factors currently unknown to us. Furthermore, many other important factors, including those described in our Annual Report on Form 20-F and the financial report (including the management report) for the year ended December 31, 2022 and subsequent filings Cellectis makes with the Securities Exchange Commission from time to time, as well as other known and unknown risks and uncertainties may adversely affect such forward-looking statements and cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons why actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.
For further information on Cellectis, please contact:
Media contact:
Pascalyne Wilson, Director, Communications, +33 (0)7 76 99 14 33, media@cellectis.com
Investor Relations contacts:
Arthur Stril, Chief Business Officer, +1 (347) 809 5980, investors@cellectis.com
Ashley R. Robinson, LifeSci Advisors, +1 617 430 7577
1 Cash position includes cash, cash equivalents and restricted cash. Restricted cash was $5 million as of June 30, 2023.
2 This project is partially funded by the French government, as part of Plan France 2030. On March 8, 2023, BPIfrance and Cellectis entered into a grant and refundable advance agreement to partially support research and development program related to UCART20x22.
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