0000950170-24-050016 | 20-F | XBRL Viewer

Total revenues and other income

Revenues

$ 755

$ 19,171

$ 30,347

Other income

8,438

6,553

8,250

$ 2,001

$ 5,560

$ 7,203

9,193

25,725

38,597

Operating expenses

Cost of revenue

(737)

(1,772)

(1,844)

Research and development expenses

(87,646)

(97,501)

(117,840)

Selling, general and administrative expenses

(16,812)

(17,494)

(22,882)

Other operating income (expenses)

(1,300)

1,377

488

Total operating expenses

(25,660)

(52,612)

(74,926)

(106,495)

(115,390)

(142,077)

(67,723)

(97,302)

(89,666)

(103,481)

10,440

11,214

16,133

21,479

8,880

13,218

Financial expenses

(16,284)

(21,461)

(23,085)

(40,642)

(17,815)

(6,486)

(5,845)

(10,247)

(6,952)

(19,163)

(8,935)

6,731

(258)

(365)

(371)

(87)

(29,762)

(57,557)

(75,040)

(116,835)

(98,688)

(96,749)

13,834

8,392

(15,345)

(28,358)

(15,928)

(49,165)

(66,648)

(108,443)

(114,034)

(125,107)

(11,371)

(41,781)

(59,264)

(101,059)

(106,139)

(114,197)

Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis

$ (4,557)

$ (7,384)

$ (7,894)

$ (10,910)

Basic net income (loss) attributable to shareholders of Cellectis per share ($ /share)

$ (0.2)

$ (0.78)

$ (1.09)

$ (1.77)

$ (2.33)

$ (2.55)

Diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share)

(0.2)

(1.09)

(1.77)

(2.33)

(2.55)

Basic net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share)

0.33

$ 0.29

0.29

0.28

^[1]

(0.16)

(0.39)

Diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share)

$ 0.33

$ 0.29

$ 0.28

^[1]

$ (0.16)

$ (0.39)

Number of shares used for computing

Basic

57,012,815

45,547,359

44,820,279

Diluted

57,012,815

45,547,359

44,820,279

[1]	Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation

Impairment tests

12 Months Ended

Dec. 31, 2023

Impairment tests

Note 6. Impairment tests

Accounting policy

Amortizable intangible assets, depreciable tangible assets and right-of-use are tested for impairment when there is an indicator of impairment. Impairment tests involve comparing the carrying amount of cash-generating units with their recoverable amount. The recoverable amount of an asset is the higher of (i) its fair value less costs to sell and (ii) its value in use. If the recoverable amount of any asset is below its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount.

Results of impairment test

No indicator of impairment has been identified for any amortizable intangible assets, depreciable tangible assets or right-of-use assets in either of the CGUs for the years ended December 31, 2023 or 2022.

As a result of management's decision not to use the full capacity of the manufacturing space in our Raleigh leased facilities in the near future, an impairment test was conducted on the portion of the right-of-use asset allocable to the unused space, in accordance with IAS 36 requirements. In view of the recoverable amount of the asset based on its estimated fair value less costs of disposal, this impairment test resulted in an impairment expense of $0.5m recognized against the right-of-use asset for the year ended December 31, 2023, recorded as depreciation expense of the period.

Accounting Principles - Schedule of Sensitivity of Derivative Fair Value to Expected Life of Derivative (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2023
Bottom of range [member]
Disclosure of expected impact of initial application of new standards or interpretations [line items]
Sensitivity of derivative fair value to expected life period	-1 month
Top of range [member]
Disclosure of expected impact of initial application of new standards or interpretations [line items]
Sensitivity of derivative fair value to expected life period	+1 month

Share-based Payments - Additional Information (Detail) $ in Millions				3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 26, 2023 shares	May 04, 2023 shares	Jan. 24, 2023 shares	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2017
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period, years							4 years
Stock option expire, years							10 years
Number of options granted \| shares							2,178,311
Share based payment expense				$ 0.1	$ 0.1	$ 0.1
Performance Stock Unit [Member] \| Calyxt Inc [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share based payment expense							$ 0.3	$ 0.3
Stock options [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share-based compensation expense							$ 2.3	$ 2.6	$ 5.1
Number of share options granted in share-based payment arrangement							1,835,411	828,549
Stock options [member] \| Calyxt Inc [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share based payment expense							$ 0.8	$ 0.9
Stock options [member] \| Executive Employees [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period, years		4 years	4 years
Number of share options granted in share-based payment arrangement \| shares		358,100	1,417,321
Stock options [member] \| Non Executive Employees [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period, years	4 years
Number of share options granted in share-based payment arrangement \| shares	55,690
Warrants [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Number of share options granted in share-based payment arrangement							0	0
S A free shares [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share-based compensation expense							$ 2.9	$ 3.5	$ 6.4
Vesting description							The free shares granted in 2018 and until 2021 are subject to at least one-year vesting and additional one-year vesting period for French residents and two-years vesting period for foreign residents. The vesting of free shares granted to executive officers of the Company in October 2020 are subject to performance conditions with a minimum vesting of a 3-year period.
Number of share options granted in share-based payment arrangement							342,900	354,770
S A free shares [member] \| French employees [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period, years							1 year
S A free shares [member] \| Foreign citizens [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period, years							2 years
S A free shares [member] \| Executive Officers [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period, years							3 years
S A free shares [member] \| Executive Officers [Member] \| Granted in Two Thousand And Twenty One [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period, years									3 years
S A free shares [member] \| French Resident Employees [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period, years										2 years
Share Based Arrangement Additional Vesting Period							1 year
Additional holding period										2 years
S A free shares [member] \| Foreign Resident Employees [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period, years										4 years
S A free shares [member] \| Employees [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Vesting period, years									3 years
Restricted Stock Unit [Member] \| Calyxt Inc [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share based payment expense							$ 0.4	$ 0.7
Non Employee Warrants [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Share-based compensation expense							$ 0.0	$ 0.0	$ 0.0

Trade receivables and other current assets

12 Months Ended

Dec. 31, 2023

Trade receivables and other current assets

Note 11. Trade receivables and other current assets

Accounting policies for trade receivables and other current assets are described in Note 9.1.

11.1 Trade receivables


	As of December 31,		As of December 31,
	2022		2023
	$ in thousands
Trade receivables		772		569
Allowance for expected credit losses		-		-
Total net value of trade receivables		772		569

All trade receivables have payment terms of less than one year. The decrease of trade receivables between December 31, 2022 and December 31, 2023 is related to the payment of a $0.5 million receivable related to the extension of the option term of a license agreement partially offset by $0.3 million receivables related to our license agreement with two of our partners.

11.2 Subsidies receivables


	As of December 31,		As of December 31,
	2022		2023
	$ in thousands
Research tax credit		14,496		20,900
Other subsidies		-		-
Total subsidies receivables		14,496		20,900

Research tax credit receivables as of December 31, 2023 include the accrual for a French research tax credit related to 2023 for $5.6 million and to previous periods for $15 million.

During December 2018, the French Tax Authority initiated an audit related to the 2014, 2015, 2016 and 2017 French research tax credits. In January 2022, a legal court confirmed that Cellectis was entitled to receive the amounts related to 2017 and 2018 tax credits. $0.8 million were collected in February 2022. On March 15, 2022, the French tax authorities appealed this decision to the Paris Administrative Court of Appeal and requested that the decision be reversed. On May 18, 2022, the Company filed its observations in defense. A decision was taken on December 13, 2023, following a hearing held on November 29, 2023, whereby the Paris Administrative Court of Appeal overturned the Paris Administrative Court's decision of February 3, 2022 and ordered the reimbursement of $0.7 million.

Research tax credit receivables as of December 31, 2022 include the accrual for a French research tax credit related to 2022 for $6.7 million and to previous periods for $7.2 million.

11.3 Other current assets


	As of December 31,		As of December 31,
	2022		2023
	$ in thousands
VAT receivables		1,140		1,414
Income tax receivable				192
Prepaid expenses and other prepayments		6,233		5,716
Tax and social receivables		1,166		55
Deferred expenses and other current assets		538		345
Total other current assets		9,078		7,722

Prepaid expenses and other prepayments primarily include advances to our sub-contractors on research and development activities. They mainly relate to advance payments to suppliers of biological raw materials and to third parties participating in product manufacturing.

During the years ended December 31, 2023 and December 31, 2022, we prepaid certain manufacturing and clinical costs related to our product candidates UCART123, UCART22 and UCART20x22 of which the delivery of products or services is expected in the coming months and also costs related to insurance and rents.

Scope of Consolidation and Non-Consolidated Entities - Interim Statements of Consolidated Cash Flows(Unaudited) (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net income (loss) for the period	$ (15,928)	$ (49,165)	$ (66,648)	$ (108,443)	$ (114,034)	$ (125,107)
Net loss for the period of discontinued operations				8,392	(15,345)	(28,358)
Net (loss) income for the period of continuing operations				(116,835)	(98,688)	(96,749)
Operating cash flows before change in working capital				(69,961)	(63,120)	(75,518)
Change in working capital				48,859	(5,723)	(12,297)
Net cash flows provided by (used in) operating activities				(24,746)	(87,444)	(104,562)
Cash flows provided by (used in) investment activities				(15,510)	(2,761)	7,279
Net cash flows from (used in) financing activities				82,865	1,145	47,525
(Decrease) increase in cash and cash equivalents				42,608	(89,060)	(49,758)
Cash and cash equivalents at the beginning of the year		93,216	93,216	93,216	185,636	241,148
Effect of exchange rate changes on cash				884	(3,360)	(5,754)
Cash from discontinued operations				0	3,427	13,823
Cash from continuing operations				136,708	89,789	171,813
Cash and cash equivalents at the end of the period				$ 136,708	$ 93,216	$ 185,636
Previously Reported [member]
Cash flows from operating activities
Net income (loss) for the period	(13,583)	(46,108)	(63,590)
Adjustment [member]
Cash flows from operating activities
Net income (loss) for the period	$ (2,345)	$ (3,058)	$ (3,058)

Accounting Principles - Schedule of Sensitivity of Derivative Fair Value to Probability of Transaction Completion (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Nov. 14, 2023
Disclosure of changes in accounting estimates [abstract]
Probability of transaction completion -2%	$ 41,640	$ 47,022
Expected probability of transaction completion estimated by management	42,694	48,365
Probability of transaction completion +2%	$ 43,748	$ 49,709

Subsequent Events - Additional Information (Detail) € in Millions, $ in Millions				12 Months Ended
	May 07, 2024	Jan. 16, 2024 EUR (€) € / shares shares	Mar. 28, 2023 shares	Dec. 31, 2023	Mar. 04, 2024 USD ($)
Disclosure of non-adjusting events after reporting period [line items]
Issuance of warrants			2,779,188
AstraZeneca [member]
Disclosure of non-adjusting events after reporting period [line items]
Percentage of share capital				22.00%
Percentage of voting rights				21.00%
Event After Reporting Period [member] \| Joint Collaboration and Research Agreement [Member]
Disclosure of non-adjusting events after reporting period [line items]
Milestone received \| $					$ 10
Event After Reporting Period [member] \| AstraZeneca [member]
Disclosure of non-adjusting events after reporting period [line items]
Percentage of share capital	44.00%
Percentage of voting rights	30.00%
Event After Reporting Period [member] \| European Investment Bank Loan [Member]
Disclosure of non-adjusting events after reporting period [line items]
Drawdown amount of second tranche \| €		€ 15
Issuance of warrants		1,460,053
Event After Reporting Period [member] \| European Investment Bank Loan [Member] \| Tranche B Warrants [Member]
Disclosure of non-adjusting events after reporting period [line items]
Percentage of volume weighted average price per share		99.00%
Share issued price per share \| € / shares		2.53
Percentage of warrants represents outstanding share capital		2.00%
Accrued interest rate		7.00%
Warrants mature period		6 years

Scope of Consolidation and Non-Consolidated Entities - Additional Information (Detail)					1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 01, 2023	May 31, 2023 shares	May 17, 2023 shares	Dec. 29, 2022 Product	Jun. 30, 2023	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items]
Ownership interest in subsidiary	100.00%				100.00%
Additional share-based payment expense						$ 100,000	$ 100,000	$ 100,000
Share-based payment expense						1,500,000	2,200,000	2,200,000
Success-fees payable						15,000,000	15,000,000	15,000,000
Profit						(29,762,000)	(57,557,000)	(75,040,000)	$ (116,835,000)	$ (98,688,000)	$ (96,749,000)
Cibus Global [Member]
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items]
Ownership interest in subsidiary	2.90%
Cibus Global [Member] \| Class A Common Stock [Member]
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items]
Number of shares issued \| shares		16,527,484
Cellectis, Inc. [member]
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items]
Ownership interest in subsidiary									100.00%
Cellectis, Inc. [member] \| Cellectis Biologics, Inc. [Member]
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items]
Ownership interest in subsidiary									100.00%
Calyxt [Member]
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items]
Ownership interest in subsidiary		48.00%
Additional expenses						$ 800	$ 800	$ 800
Primera Therapeutics, Inc. [Member]
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items]
Name of associate				Primera Therapeutics, Inc.
Maximum number of exclusive license for product candidates \| Product				5
Number of common stock received \| shares			234,570
Ownership interest in associate			19.00%						17.00%
Voting rights held in associate			19.00%						17.00%
Calyxt ATM Program [Member] \| Cellectis, Inc. [member]
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items]
Non-controlling shareholders interest		52.00%								50.90%

Capital - Schedule of Classes of Share Capital (Detail) - USD ($)
$ / shares in Units, $ in Thousands

6 Months Ended

9 Months Ended

12 Months Ended

Jun. 30, 2023

Sep. 30, 2023

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Disclosure of classes of share capital [line items]

Balance at beginning, Number of shares

$ 125,941

$ 236,474

$ 308,846

45,675,968

45,484,310

42,780,186

Exercise of share warrants, employee warrants, stock-options and free-shares vesting Cellectis

$ (1,455)

$ (2,316)

$ 9

$ 5,612

Exercise of share warrants, employee warrants, stock-options and free-shares vesting, shares

167,433

191,658

Capital increase by issuance of common shares

25,907,800

2,415,630

Exercise of share warrants, employee warrants and stock options

288,494

(257)

$ (259)

$ (187)

^[1]

Balance at end, Number of shares

96,558

76,123

$ 84,695

$ 125,941

$ 236,474

71,751,201

45,675,968

45,484,310

Nominal value

$ 0.05

Share Capital Ordinary Shares [member]

Disclosure of classes of share capital [line items]

Exercise of share warrants, employee warrants and stock options

2,955

$ 2,955

$ 2,945

$ 2,785

Capital increase

1,401

143

Exercise of share warrants, employee warrants, stock-options and free-shares vesting Cellectis

$ 9

$ 10

$ 17

Exercise of share warrants, employee warrants, stock-options and free-shares vesting, shares

167,433

191,658

288,494

Disclosure of classes of share capital [line items]

3,491

3,492

$ 4,365

$ 2,955

$ 2,945

583,122

934,696

872,134

Capital increase

68,584

46,811

Exercise of share warrants, employee warrants and stock options

(1,455)

(2,049)

(570)

(2,316)

5,597

Exercise of share warrants, employee warrants, stock-options and free-shares vesting Cellectis

5,597

Non-cash stock based compensation expense

7,086

8,071

12,497

(133,976)

(134,273)

(133,958)

^[1]

(359,076)

(27)

$ 477,291

$ 474,391

$ 522,785

$ 583,122

$ 934,696

[1]

Other movements include mainly the absorption of $134.1 million of retained earnings into share premium, approved during the annual shareholders meeting of June 27, 2023, in accordance with French Law. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities.

Information Concerning the Group's Consolidated Operations - Revenues by Country of Origin and Other Income (Detail) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure of revenue [line items]
Revenue				$ 755	$ 19,171	$ 30,347
Research tax credit				6,582	6,546	8,239
Subsidies and other				1,856	7	11
Other income				8,438	6,553	8,250
Total revenues and other income	$ 2,001	$ 5,560	$ 7,203	9,193	25,725	38,597
France [Member]
Disclosure of revenue [line items]
Revenue				755	19,171	30,347
United States [Member]
Disclosure of revenue [line items]
Revenue				$ 0	$ 0	$ 0

- Definition

The income arising in the course of an entity's ordinary activities. Income is increases in assets, or decreases in liabilities, that result in increases in equity, other than those relating to contributions from holders of equity claims.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2023-01-01
-Paragraph 28
-Subparagraph a
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2023-en-r&anchor=para_28_a&doctype=Standard
-URIDate 2023-03-23

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2023-01-01
-Paragraph 23
-Subparagraph a
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2023-en-r&anchor=para_23_a&doctype=Standard
-URIDate 2023-03-23

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2023-01-01
-Paragraph 32
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2023-en-r&anchor=para_32&doctype=Standard
-URIDate 2023-03-23

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 5
-IssueDate 2023-01-01
-Paragraph 33
-Subparagraph b
-Clause i
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=5&code=ifrs-tx-2023-en-r&anchor=para_33_b_i&doctype=Standard
-URIDate 2023-03-23

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2023-01-01
-Paragraph 33
-Subparagraph a
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2023-en-r&anchor=para_33_a&doctype=Standard
-URIDate 2023-03-23

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2023-01-01
-Paragraph 34
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2023-en-r&anchor=para_34&doctype=Standard
-URIDate 2023-03-23

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 12
-IssueDate 2023-01-01
-Paragraph B12
-Subparagraph b
-Clause v
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=12&code=ifrs-tx-2023-en-r&anchor=para_B12_b_v&doctype=Appendix&subtype=B
-URIDate 2023-03-23

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Name IFRS
-Number 12
-IssueDate 2023-01-01
-Paragraph B10
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=12&code=ifrs-tx-2023-en-r&anchor=para_B10_b&doctype=Appendix&subtype=B
-URIDate 2023-03-23

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Name IAS
-Number 1
-IssueDate 2023-01-01
-Paragraph 82
-Subparagraph a
-URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=1&code=ifrs-tx-2023-en-r&anchor=para_82_a&doctype=Standard
-URIDate 2023-03-23

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Name IAS
-Number 1
-IssueDate 2023-01-01
-Paragraph 103
-URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=1&code=ifrs-tx-2023-en-r&anchor=para_103&doctype=Standard
-URIDate 2023-03-23

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Name IAS
-Number 1
-IssueDate 2023-01-01
-Paragraph 102
-URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=1&code=ifrs-tx-2023-en-r&anchor=para_102&doctype=Standard
-URIDate 2023-03-23

+ Details

Commitments

12 Months Ended

Dec. 31, 2023

Commitments

Note 20. Commitments

Accounting policy

The commitment amounts are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. They do not include obligations under agreements that we can cancel without a significant penalty.

Details of commitments


As of December 31, 2023	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
	$ in thousands
Lease agreement		63,349		11,107		19,647		15,046		17,548
License and collaboration agreements		13,480		1,400		2,800		2,800		6,480
Clinical & Research and Development agreements		71		71		-		-		-
IT licensing agreements		319		233		86		-		-
State Guaranteed loan « PGE »		14,057		5,107		8,950		-		-
EIB loan		22,100		-		-		-		22,100
Bpifrance's advance		1,910		-		-		433		1,477
Total contractual obligations		115,286		17,918		31,483		18,279		47,606

Obligations under the terms of license and collaboration 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 Clinical & Research agreements

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

Obligations under the terms of IT licensing agreements

We have entered into an IT licensing agreement and have related obligations to pay licensing fees.

Scope of Consolidation and Non-Consolidated Entities - Impact of Deconsolidation on Group's Financial Statements (Detail) - USD ($)		3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	May 31, 2023	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure of analysis of single amount of discontinued operations [line items]
Assets held for sale					$ 0	$ (21,768,000)
Liabilities related to asset held for sale					0	14,864,000
Non-controlling interests					0	7,973,000
Profit from deconsolidation		$ 13,834,000	$ 8,392,000	$ 8,392,000	$ 8,392,000	$ (15,345,000)	$ (28,358,000)
Calyxt Inc [Member] \| Discontinued operations [member]
Disclosure of analysis of single amount of discontinued operations [line items]
Assets held for sale	$ (19,714)
Liabilities related to asset held for sale	23,592
Non-controlling interests	3,625
Net assets, liabilities and equity derecognized	7,503
Consideration received in cash	0
Fair value of the retained investment	15,097
Consideration received	15,097
Profit from deconsolidation	$ 22,600

Information concerning the Group's Consolidated Operations (Tables)

12 Months Ended

Dec. 31, 2023

Revenues By Country of Origin and Other Income

Revenues by country of origin and other income


	For the year ended December 31,
	2021		2022		2023
	$ in thousands
From France		30,347		19,171		755
From USA		-		-		-
Revenues		30,347		19,171		755
Research tax credit		8,239		6,546		6,582
Subsidies and other		11		7		1,856
Other income		8,250		6,553		8,438
Total revenues and other income		38,597		25,725		9,193

Revenues by Nature

Revenues by nature


	For the year ended December 31,
	2021		2022		2023
	$ in thousands
Other revenues from collaboration agreements		29,971		18,230		-
Collaboration agreements		29,971		18,230		-
Licenses		250		686		605
Products & services		125		255		150
Total revenues		30,347		19,171		755

Details of Operating Expenses by Nature

Details of operating expenses by nature


	For the year ended December 31,
Cost of revenue		2022			2023

Cost of goods sold			0			-
Royalty expenses			(1,772	)		(737	)
Cost of revenue			(1,772	)		(737	)

	For the year ended December 31,
Research and development expenses		2022			2023

Wages and salaries			(38,523	)		(32,936	)
Social charges on stock option grants			10			(270	)
Non-cash stock-based compensation expense			(4,098	)		(3,952	)
Personnel expenses			(42,610	)		(37,158	)
Purchases and external expenses			(37,736	)		(32,996	)
Other			(17,154	)		(17,492	)
Total research and development expenses			(97,501	)		(87,646	)

	For the year ended December 31,
Selling, general and administrative expenses		2022			2023

Wages and salaries			(5,686	)		(5,994	)
Social charges on stock option grants			(43	)		(106	)
Non-cash stock-based compensation expense			(1,945	)		(1,281	)
Personnel expenses			(7,674	)		(7,381	)
Purchases and external expenses			(6,712	)		(6,682	)
Other			(3,108	)		(2,749	)
Total selling, general and administrative expenses			(17,494	)		(16,812	)


	For the year ended December 31,
Personnel expenses		2022			2023

Wages and salaries			(44,209	)		(38,930	)
Social charges on stock option grants			(33	)		(376	)
Non-cash stock-based compensation expense			(6,043	)		(5,233	)
Total personnel expenses			(50,285	)		(44,539	)


	For the year ended December 31,
		2022			2023

Other operating income (expenses)			1,377			(1,300	)

Details of Financial Income and Expenses

Details of financial income and expenses


	For the year ended December 31,
Financial income and expenses	2021			2022			2023

Income from cash, cash equivalents and financial assets		719			1,120			3,614
Foreign exchange gains		11,860			7,541			17,618
Gain on fair value measurement								245
Other financial income		638			219			2
Financial income		13,218			8,880			21,479
Interest on financial liabilities		(368	)		(371	)		(2,246	)
Foreign exchange losses		(2,119	)		(1,481	)		(13,402	)
Loss on fair value measurement								(20,813	)
Interest on lease liabilities		(3,803	)		(3,416	)		(3,061	)
Other financial expenses		(197	)		(12,546	)		(1,121	)
Financial expenses		(6,486	)		(17,815	)		(40,642	)
Net financial gain (loss)		6,731			(8,935	)		(19,163	)

Disclosure of Income Tax (Expense or Income)

Tax proof


	For the year ended December 31,
	2021			2022			2023
	$ in thousands
Income (loss) before taxes from continuing operations		(96,749	)		(98,601	)		(116,464	)
Theoretical group tax rate (1)		24.38	%		25.16	%		25.12	%
Theoretical tax benefit (expense)		23,584			24,804			29,259
Increase/decrease in tax benefit arising from:
Permanent differences		(1,228	)		(162	)		736
Research tax credit		4,284			4,852			1,645
Share-based compensation & other IFRS adjustments		(3,596	)		(987	)		(1,134	)
Non recognition of deferred tax assets related to tax losses and temporary differences		(22,997	)		(28,557	)		(30,876	)
Other differences (2)		(47	)		(38	)		-
Effective tax expense		-			(87	)		(371	)
Effective tax rate		0.00	%		0.09	%		0.32	%

(1)

The Group’s theoretical tax rate corresponds to the average of the income tax rates of each country in which the Group operates, i.e. for the year ended December 31, 2023 25% for France and 21% for the United States, weighted by the pre-tax income from each country.

(2)

Primarily relates to intercompany transactions between discontinued and continuing operations.

Disclosure of Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities


	For the year ended December 31,
	2021			2022			2023
	$ in thousands
Credits and net operating loss carryforwards		157,823			124,263			155,673
Capitalization of R&D expenses under SEC 174 rule		-			2,792			4,092
Pension commitments		1,018			597			550
Leases liabilities		17,660			12,698			11,478
Revaluations of financial assets		-			-			15,830
Deferred tax assets from other deductible differences		1,728			1,452			772
Non-recognition of deferred tax assets		(155,982	)		(128,448	)		(177,001	)
Deferred tax assets		22,247			13,354			11,392
								-
Accelerated depreciation of assets for tax purposes					(1,286	)		(740	)
Right-of-use assets and other leases-related effects		(16,547	)		(11,923	)		(10,401	)
Deferred tax liabilities from other taxable differences		(5,700	)		(145	)		(410	)
Deferred tax liabilities		(22,247	)		(13,354	)		(11,550	)
								-
Net deferred tax assets/(liabilities)		-			-			(158	)

	For the year ended December 31,
Reflected in the statement of financial position as follows:	2021			2022			2023
	$ in thousands
Deferred tax assets		-			-			-
Deferred tax liabilities		-			-			(158	)
Net deferred tax assets/(liabilities)		-			-			(158	)

(1)

Other deferred tax assets as of December 31, 2023 relate mainly to US R&D expenses capitalized under Internal Revenue Code section 174.

Financial Liabilities - Schedule Representing Due Dates of the Financial Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disclosure of offsetting of financial liabilities [line items]
Lease liabilities	$ 51,450	$ 57,230
Financial liabilities	54,413	25,619
Financial liabilities	105,863	82,849
Trade payables	19,069	21,456
Other current liabilities	10,219	13,179
Total financial liabilities	135,151	117,484
Less than One Year [member]
Disclosure of offsetting of financial liabilities [line items]
Lease liabilities	8,502	7,872
Financial liabilities	5,289	5,088
Financial liabilities	13,790	12,960
Trade payables	19,069	21,456
Other current liabilities	10,219	13,179
Total financial liabilities	43,078	47,595
One to Five Years [member]
Disclosure of offsetting of financial liabilities [line items]
Lease liabilities	28,369	26,412
Financial liabilities	21,862	19,947
Financial liabilities	50,230	46,359
Trade payables	0
Other current liabilities	0
Total financial liabilities	50,230
More than Five Years [member]
Disclosure of offsetting of financial liabilities [line items]
Lease liabilities	14,579	22,946
Financial liabilities	27,263	584
Financial liabilities	41,842	$ 23,530
Trade payables	0
Other current liabilities	0
Total financial liabilities	$ 41,842

Related Parties - Additional Information (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Agreements shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Disclosure of transactions between related parties [line items]
Key management personnel compensation, short-term employee benefits	$ 5,300	$ 4,800	$ 6,000
Key management personnel compensation, share-based payments in shares \| shares	1,499,821
Key management personnel non-cash stock-based compensation expense recognized	$ 800
Mr. Godard [member]
Disclosure of transactions between related parties [line items]
Number of service agreements \| Agreements	2
Compensation paid for consultancy services			$ 71

Accounting principles (Tables)

12 Months Ended

Dec. 31, 2023

Fair value of Initial Investment Agreement at Initial Recognition Date Determined on Basis of Share Price

The fair value of the IIA at the initial recognition date was determined on the basis of Cellectis' share price at the date of signature, as follows:


	As of November 1, 2023
Number of shares issued		16,000,000
Spot share price (in €)		2.63
Spot foreign exchange rate		1.05
Fair value of shares in $ thousands		44,272
Proceeds received in $ thousands		80,000
Proceeds reallocated to the JRCA in $ thousands		35,728

Summary of Assumptions Used and Estimated Fair Value

At initial recognition on November 14, 2023, and as of December 31, 2023, assumptions used and estimated fair value are as follows:


	As of November 14, 2023			As of December 31, 2023
Number of shares to be issued		28,000,000			28,000,000
Subscription price (in $)		5.00			5.00
Expected life of derivative (in years)	0.11			0.25
Spot share price (in €)		2.33			2.76
Forward foreign exchange rate at maturity		1.09			1.10
Risk-free rate at maturity		5.7	%		5.5	%
Volatility		119.6	%	n.a.
Probability of transaction completion		72.0	%		81.0	%
Fair value in $ thousands		48,365			42,694

Schedule of Sensitivity of Derivative Fair Value to Probability of Transaction Completion

Sensitivity of the derivative fair value to the probability of transaction completion


Fair value in $ thousands	As of November 14, 2023		As of December 31, 2023
Probability of transaction completion -2%		47,022		41,640
Expected probability of transaction completion estimated by management		48,365		42,694
Probability of transaction completion +2%		49,709		43,748

Schedule of Sensitivity of Derivative Fair Value to Expected Life of Derivative

Sensitivity of the derivative fair value to the expected life of the derivative


Fair value in $ thousands	As of December 31, 2023
Expected life of derivative +1 month		42,197
Expected life of derivative estimated by management		42,694
Expected life of derivative -1 month		43,194

Trade receivables and other current assets (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure of Trade Receivables

11.1 Trade receivables


	As of December 31,		As of December 31,
	2022		2023
	$ in thousands
Trade receivables		772		569
Allowance for expected credit losses		-		-
Total net value of trade receivables		772		569

Disclosure of Subsidies Receivables

11.2 Subsidies receivables


	As of December 31,		As of December 31,
	2022		2023
	$ in thousands
Research tax credit		14,496		20,900
Other subsidies		-		-
Total subsidies receivables		14,496		20,900

Disclosure of Other Current Assets

11.3 Other current assets


	As of December 31,		As of December 31,
	2022		2023
	$ in thousands
VAT receivables		1,140		1,414
Income tax receivable				192
Prepaid expenses and other prepayments		6,233		5,716
Tax and social receivables		1,166		55
Deferred expenses and other current assets		538		345
Total other current assets		9,078		7,722

Financial assets and liabilities

12 Months Ended

Dec. 31, 2023

Financial assets and liabilities

Note 10. Financial assets and liabilities

10.1 Accounting principles

Financial assets

Under IFRS 9, Cellectis holds either:

•

financial assets measured at amortized cost or;

•

financial assets measured at fair value through profit or loss.

Trade and other receivables are initially recorded at fair value, which is the nominal value of invoices unless payment terms require a material adjustment for the time value discounting effect at market interest rates. Trade receivables are subsequently measured at amortized cost. A provision for expected credit losses for trade and other receivables is recognized if their recoverable amount is less than their carrying amount. Cellectis trade and other receivables are impaired according to the expected loss model.

Receivables are classified as current assets, except for those with a maturity exceeding 12 months after the reporting date.

Government grants to Cellectis related to research and development expenses for research programs are recognized as subsidies receivables in the period in which the expenses subject to the subsidy have been incurred, provided there is a reasonable assurance that we will comply with conditions attached to the subsidy and that the subsidy will be received.

Financial liabilities

Financial liabilities include trade and other payables, finance leases, State Guaranteed loans « PGE », EIB loan and warrants and a tenant improvement loan related to our headquarters in New-York.

We initially recognize financial liabilities on the transaction date, which is the date that we become a party to the contractual provisions of the instrument.

We derecognize financial liabilities when our contractual obligations are discharged, canceled or expire. In the event of a substantive renegotiation of our contractual obligations, we examine whether the derecognition of the original financial liability and the recognition of a new financial liability is necessary, based on the derecognition criteria set out in IFRS 9. Renegotiations that result in a derecognition of the original liability include those that introduce significant new features into the instrument or a significant extension of the term of the instrument.

Financial liabilities other than dervivative are valued at amortized cost. The amount of interest recognized in financial expenses is calculated by applying the financial liability’s effective interest rate to its carrying amount. Any difference between the expense calculated using the effective interest rate and the actual interest payment impacts the value at which the financial liability is recognized. Derivative liabilities are initially recognized and subsequently measured at fair value, with any resultant gains or losses recognised in profit or loss.

Liabilities for short term employee benefits are included in financial liabilities. They are recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if we have a present legal or constructive obligation to pay the amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

10.2 Detail of financial assets and liabilities

The following table shows the carrying amounts and fair values of financial assets and financial liabilities.


	Accounting category				Book value on the statement of financial position		Fair Value Hierarchy
As of December 31, 2022	Fair value through profit and loss		Amortized cost				Level 1		Level 2		Level 3
	$ in thousands
Financial assets
Non-current financial assets		4,716		4,075		8,791		4,716
Trade receivables		-		772		772
Subsidies receivables		-		14,496		14,496
Current financial assets		7,907		-		7,907						7,907
Cash and cash equivalents		89,789		-		89,789		89,789
Total financial assets		102,413		19,343		121,756		94,506		-		7,907

Financial liabilities		-		-		-
Non-current lease debts		-		49,358		49,358
Non-current financial liabilities		-		20,531		20,531
Current lease debts		-		7,872		7,872
Current financial liabilities		-		5,088		5,088
Trade payables		-		21,456		21,456
Other current liabilities		-		13,179		13,179
Total financial liabilities		-		117,484		117,484		-		-		-


	Accounting category				Book value on the statement of financial position		Fair Value Hierarchy
As of December 31, 2023	Fair value through profit and loss		Amortized cost				Level 1		Level 2		Level 3
	$ in thousands
Financial assets
Non-current financial assets		4,656		3,197		7,853		4,656
Trade receivables		-		569		569
Subsidies receivables		-		20,900		20,900
Current financial assets		67,107		0		67,107		24,413				42,694
Cash and cash equivalents		136,708		-		136,708		136,708
Total financial assets		208,471		24,666		233,136		165,777		-		42,694

Financial liabilities
Non-current lease debts		-		42,948		42,948
Non-current derivative instruments (EIB warrants)		7,797		-		7,797						7,797
Other non-current financial liabilities		-		41,327		41,327
Current lease debts		-		8,502		8,502
Current financial liabilities		-		5,289		5,289
Trade payables		-		19,069		19,069
Other current liabilities		-		10,219		10,219
Total financial liabilities		7,797		127,354		135,151		-		-		7,797

Entity-wide disclosures:

In 2023, approximately $0.8 million of our non-current financial assets related to France, while approximately $7.1 million related to the United States.

In 2022, approximately $0.7 million of our non-current financial assets related to France, while approximately $8.1 million related to the United States.

In 2021, approximately $1 million of our non-current financial assets relate to France, while approximately $6 million relate to the United States.

10.3. Financial risks management

We have exposure to the following risks arising from financial instruments:

Foreign exchange risk

A portion of our revenue is generated in currencies other than euro. Although our strategy is to favor the euro as our transaction currency when signing contracts, some agreements have been signed in US dollars (our agreements with Allogene Therapeutics, Inc., AstraZeneca).

As of December 31, 2023, 87% of our cash and cash equivalents were denominated in US dollars. As of December 31, 2022, 59% of our cash and cash equivalents were denominated in US dollars. As of December 31, 2021, 57% of our cash and cash equivalents were denominated in US dollars.

As of December 31, 2022 and 2023, we did not hold derivative financial instruments to hedge foreign currency exchange risks.

Liquidity risk

As of December 31, 2023, our financial debt primarily consists of lease debts for $51.5 million, a 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”) for 18.5 million euros of which $14.1 million remaining debt, the 2021 and 2022 Research Tax Credit financing with BPI for $11.9 million, and a liability related to the EIB loan of $20 million .

We have incurred losses and cumulative negative cash flows from operations since our inception in 2000, and we anticipate that we will continue to incur losses for at least the next several years.

With cash and cash equivalents of $136.7 million as of December 31, 2023, taking into account the €15.0 million under Tranche B of the €40.0 million Finance Contract with EIB received in January 2024, and the $140 million equity investment we expect to receive pursuant to the Subsequent Investment Agreement, the Company believes its cash and cash equivalents will be sufficient to fund its operations into, assuming receipt of such funds, 2026 and therefore for at least twelve months following the consolidated financial statements’ publication.

Interest rate risk

We seek to engage in prudent management of our cash and cash equivalents, mainly cash on hand and common financial instruments (typically short- and mid-term deposits). Furthermore, the interest rate risk related to cash, cash equivalents and common financial instruments is not significant based on the quality of the financial institutions with which we work.

Our main interest-bearing financial debts, the "PGE" loans and our loans under the Finance Contract with EIB, are at fixed rates and do not expose us to interest rate risks.

Share price risk

We have financial instruments whose value depends on Cellectis share price, in particular the warrants granted to EIB under the Finance Contract. Under the terms of the Warrant Agreement that supplements the Finance Contract, we are committed in the event of exercise of the warrants by the EIB to deliver Cellectis ordinary shares, the fair value of which will depend on the future share price.

Credit risk

Credit risk is the risk of our financial loss if a customer or counterparty to a financial instrument default on its contract commitments. We are exposed to credit risk due to our trade receivables, subsidies receivables and cash equivalents.

Our policy is to manage our risk by dealing with third parties with good credit standards.

Information Concerning the Group's Consolidated Operations - Revenues by Nature (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure of revenue [line items]
Other revenues from collaboration agreements	$ 0	$ 18,230	$ 29,971
Collaboration agreements	0	18,230	29,971
Licenses	605	686	250
Products & services	150	255	125
Total revenues	$ 755	$ 19,171	$ 30,347

- Definition

+ References

+ Details

Discontinued Operations - Summary of Assets and Liabilities Held For Sale (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	May 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Income Statement Of Discontinued Operations [Line Items]
Intangible assets	$ 671		$ 718	$ 1,854	$ 1,584
Property, plant, and equipment	54,681		63,621	$ 78,846	$ 71,673
Right-of-use assets	38,060		44,275
Other current assets	7,722		9,078
Cash and cash equivalents	136,708		89,789
Total assets held for sale	0		21,768
Non-current lease debts	42,948		49,358
Current financial liabilities	5,289		5,088
Current lease debts	8,502		7,872
Trade payables	19,069		21,456
Other current liabilities	10,219		13,179
Total liabilities related to asset held for sale	0		14,864
Calyxt Inc [Member]
Schedule Of Income Statement Of Discontinued Operations [Line Items]
Intangible assets	0	$ 697	697
Property, plant, and equipment	0	4,118	4,110
Right-of-use assets	0	13,139	13,263
Other non-current assets	0	0	0
Other current assets	0	119	272
Cash and cash equivalents	0	1,642	3,427
Total assets held for sale	0	19,714	21,768
Non-current lease debts	0	13,140	13,387
Other non-current liabilities	0	0	0
Current financial liabilities	0	5,647	267
Current lease debts	0	406	463
Trade payables	0	4,097	747
Other current liabilities	0	301	0
Total liabilities related to asset held for sale	0	23,592	14,864
Net assets held for sale	$ 0	$ (3,878)	$ 6,903

Statements of Consolidated Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of comprehensive income [abstract]
Net income (loss)	$ (108,443)	$ (114,034)	$ (125,107)
Actuarial gains and losses	597	1,983	240
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations	597	1,983	240
Currency translation adjustment	2,919	(16,770)	(21,458)
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations	2,919	(16,770)	(21,458)
Other comprehensive income (loss) from discontinued operations	(1,522)	5,831	6,220
Total Comprehensive income (loss)	(106,449)	(122,989)	(140,106)
Attributable to shareholders of Cellectis	(100,535)	(114,739)	(127,890)
Attributable to non-controlling interests	$ (5,914)	$ (8,250)	$ (12,216)

Share-Based Payments - Summary of Information on Stock Option Activity (Detail) - Stock options [member]	12 Months Ended
	Dec. 31, 2023 € / shares	Dec. 31, 2022 € / shares	Dec. 31, 2021 € / shares
Disclosure Of Number And Weighted Average Exercise Prices Of Share Options and awards [Line Items]
Option exercisable, beginning balance	7,400,519	7,566,679
Option exercisable, ending balance	7,913,183	7,400,519	7,566,679
Weighted- average exercise price per share, beginning balance	€ 24.58	€ 24.78
Weighted- average exercise price per share, granted	0	0
Weighted- average exercise price per share, exercised	0	0
Weighted- average exercise price per share, forfeited or expired	0	0
Weighted- average exercise price per share, ending balance	€ 23.63	€ 24.58	€ 24.78
Option outstanding, beginning balance	8,787,264	9,159,794
Option outstanding, granted	1,835,411	828,549
Option outstanding, exercised/vested	0	0
Option outstanding, forfeited, cancelled or expired	(79,516)	(1,201,079)
Option outstanding, ending balance	10,543,159	8,787,264	9,159,794
Weighted average exercise price per share, beginning balance	€ 22.31	€ 23.5
Weighted average exercise price per share, granted	2.86	4.18
Weighted average exercise price per share, exercised/vested	0	0
Weighted average exercise price per share, cancelled, forfeited or expired	22.86	18.85
Weighted average exercise price per share, ending balance	€ 18.92	€ 22.31	€ 23.5
Remaining Average Useful Life	4 years 7 months 6 days	4 years 7 months 6 days	5 years 3 months 18 days

Other Current Liabilities - Summary of Other Current Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Miscellaneous current liabilities [abstract]
VAT Payables	$ 0	$ 3,058
Accruals for personnel related expenses	9,368	9,421
Other	852	700
Total other current liabilities	$ 10,219	$ 13,179

Current financial assets and Cash and cash equivalents (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure of financial assets [line items]

Summary of Current Financial Assets and Cash and Cash Equivalents


As of December 31, 2022	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands

Current financial assets		7,907		-		7,907
Cash and cash equivalents		89,789		-		89,789
Current financial assets and cash and cash equivalents		97,697		-		97,697

As of December 31, 2023	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands

Current financial assets		67,107		-		67,107
Cash and cash equivalents		136,708		-		136,708
Current financial assets and cash and cash equivalents		203,815		-		203,815

Details of Cash and Cash Equivalents

Details of cash and cash equivalents


	As of December 31,		As of December 31,
	2022		2023
	$ in thousands
Cash and bank accounts		65,012		81,708
Money market funds		13,578		-
Fixed bank deposits		11,200		55,000
Total cash and cash equivalents		89,789		136,708

Financial Liabilities - Schedule of Financial Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disclosure of financial liabilities [line items]
Conditional advances	$ 1,448	$ 0
Lease debts	42,948	49,358
State Guaranteed loan PGE	9,000
EIB loan	18,046	0
EIB warrants	7,797	0
Other non-current financial liabilities	12,884	6,962
Total non-current financial liabilities and non-current lease debts	92,073	69,889
Lease debts	8,502	7,872
Other current financial liabilities	126	116
Total current financial liabilities and current lease debts	13,790	12,960
Trade payables	19,069	21,456
Other current liabilities	10,219	13,179
Total financial liabilities	135,151	117,484
State Guaranted Loan [Member]
Disclosure of financial liabilities [line items]
State Guaranteed loan PGE	8,950	13,569
State Guaranteed loan « PGE »	$ 5,162	$ 4,972

Accounting Principles - Fair value of Initial Investment Agreement at Initial Recognition Date Determined on Basis of Share Price (Detail) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 01, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Nov. 14, 2023 $ / shares shares	Nov. 01, 2023 € / shares	Nov. 01, 2023 USD ($) shares
Disclosure of changes in accounting estimates [line items]
Number of shares issued \| shares		28,000,000	28,000,000
Spot share price \| $ / shares		$ 2.76	$ 2.33
Initial Investment Agreement [Member]
Disclosure of changes in accounting estimates [line items]
Number of shares issued \| shares					16,000,000
Spot share price \| € / shares				€ 2.63
Spot foreign exchange rate \| € / shares				€ 1.05
Fair value of shares					$ 44,272
Proceeds received					$ 80,000
Proceeds reallocated to the JRCA	$ 35,728	$ 35,700

Intangible assets

12 Months Ended

Dec. 31, 2023

Intangible assets

Note 7. Intangible assets

Accounting policy

Capitalization of development expenses

In accordance with IAS 38 Intangible Assets, development expenses are recorded as intangible assets only if all the following criteria are met:

•

technical feasibility necessary for the completion of the development project;

•

intention on our part to complete the project and to utilize it;

•

capacity to utilize the intangible asset;

•

proof of the probability of future economic benefits associated with the asset;

•

availability of the technical, financial, and other resources for completing the project; and

•

reliable evaluation of the development expenses.

Other intangible assets

The other intangible assets we acquired with definite useful lives are recognized at cost less accumulated amortization and impairment. Amortization expense is recorded on a straight-line basis over the estimated useful lives of the intangible assets, in the line Research and Development expenses or Selling, general and administrative expenses of the Statement of Consolidated Operations, depending on the use of the related asset.

The estimated useful lives are as follows:

•

Software: from 1 year to 3 years;

•

Patents: amortized from acquisition until legal protection expires, maximum of 20 years.

Cloud computing arrangements

On April 27, 2021, the IFRS Interpretations Committee (IC) issued a decision regarding the appropriate accounting treatment under IFRS Standards for fees paid to cloud services providers and related implementation costs which intends to clarify the accounting classification of these costs. Such costs, depending on their nature, may be either recognized as an intangible asset or recorded in operating expenses as incurred. The application of the IFRIC decision is considered as a change in accounting policy. Under IAS 8, the retrospective approach should be applied. However, the Company assessed the impact on its financial statements and decided not to restate its financial statements for 2020, given that the impact of the IFRIC decision application was not material.

For 2021, the application of the decision led to recording an impact of $2.0 million in operating expenses in the consolidated statement of operations, corresponding to the impact of the Company’s new ERP implementation costs incurred over the period.

For 2022, the application of the decision led to recording an impact of $1.0 million in operating expenses in the consolidated statement of operations, corresponding to the impact of the Company’s new ERP implementation costs incurred over the period.

For 2023, the Company did not incur ERP implementation costs.

Details of intangible assets


	Software and Patents			Assets under construction			Total
	$ in thousands
Net book value as of January 1, 2021		889			695			1,584
Additions		-			956			956
Disposal		(310	)		-			(310	)
Reclassification		956			(956	)		-
Depreciation & impairment expense		(304	)		-			(304	)
Translation adjustments		(19	)		(54	)		(72	)
Net book value as of December 31, 2021		1,212			641			1,854
Gross value at end of period		3,437			641			4,078
Accumulated depreciation and impairment at end of period		(2,225	)		-			(2,225	)

Net book value as of January 1, 2022		1,212			641			1,854
Additions		8			-			8
Reclassification		92			-			92
Depreciation & impairment expense		(492	)		-			(492	)
Translation adjustments		(10	)		(37	)		(47	)
Reclassification to assets held for sale		(697	)		-			(697	)
Net book value as of January 1, December 31, 2022		114			604			718
Gross value at end of period		2,357			604			2,961
Accumulated depreciation and impairment at end of period		(2,192	)		-			(2,192	)

Net book value as of January 1, 2023		114			604			718
Additions		-			-			-
Disposal		-			-			-
Depreciation & impairment expense		(69	)		-			(69	)
Translation adjustments		1			22			22
Net book value as of January 1, December 31, 2023		46			626			671
Gross value at end of period		2,352			626			2,978
Accumulated depreciation and impairment at end of period		(2,306	)		-			(2,306	)

Intangible assets mainly consist of electroporation technology patents acquired in 2011. Assets under construction primarily relates to the development of these patents. The 2021 additions in intangible assets under construction corresponds to software expenditures.

Amounts reclassified corresponds to assets under construction put into service.

Right-of-use assets (Tables)

12 Months Ended

Dec. 31, 2023

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, 2021		62,424			11,421			73,845
Additions		(139	)		6,336			6,197
Depreciation & impairment expense		(5,721	)		(3,300	)		(9,021	)
Translation adjustments		(1,367	)		(231	)		(1,598	)
Net book value as of December 31, 2021		55,197			14,226			69,423
Gross value at end of period		69,782			19,696			89,478
Accumulated depreciation and impairment at end of period		(14,586	)		(5,470	)		(20,056	)

Net book value as of January 1, 2022		55,197			14,226			69,423
Additions		396			310			706
Disposal		(2,988	)		(459	)		(3,447	)
Depreciation & impairment expense		(4,766	)		(3,280	)		(8,046	)
Translation adjustments		(915	)		(183	)		(1,099	)
Reclassification to assets held for sale		(13,257	)		(6	)		(13,263	)
Net book value as of December 31, 2022		33,666			10,608			44,275
Gross value at end of period		49,421			17,742			67,163
Accumulated depreciation and impairment at end of period		(15,755	)		(7,133	)		(22,889	)

Net book value as of January 1, 2023		33,666			10,608			44,275
Additions		1,678			98			1,776
Disposal		(102	)		-			(102	)
Depreciation & impairment expense		(5,081	)		(3,318	)		(8,399	)
Translation adjustments		442			69			510
Net book value as of December 31, 2023		30,602			7,457			38,060
Gross value at end of period		51,863			18,022			69,885
Accumulated depreciation at end of period		(21,261	)		(10,565	)		(31,825	)

Statements of Changes in Consolidated Shareholders' Equity - USD ($)
$ in Thousands

Total

Cellectis Inc [Member]

Calyxt Inc [Member]

Share Capital Ordinary Shares [member]

Cellectis Inc [Member]

Premiums Related to Share Capital [member]

Cellectis Inc [Member]

Currency Translation Adjustment [member]

Calyxt Inc [Member]

Retained Earnings (Deficit) [member]

Calyxt Inc [Member]

Income (Loss) [member]

Attributable to Shareholders of Cellectis [member]

Cellectis Inc [Member]

Attributable to Shareholders of Cellectis [member]

Calyxt Inc [Member]

Non controlling Interests [member]

Calyxt Inc [Member]

Beginning balance at Dec. 31, 2020

$ 308,846

$ 2,785

$ 872,134

$ (4,089)

$ (505,961)

$ (81,074)

$ 283,795

$ 25,051

Beginning balance, shares at Dec. 31, 2020

42,780,186

(125,107)

(114,197)

(10,910)

(14,999)

(13,932)

240

(13,693)

(1,306)

(140,106)

(13,932)

240

(114,197)

(127,890)

(12,216)

(81,074)

81,074

46,954

$ 143

46,811

46,954

2,415,630

Exercise of stock options Calyxt ,Values

(2,316)

4,367

2,699

1,668

Transaction with subsidiaries

(58)

Exercise of share warrants and employee warrants, amount

5,612

$ 17

5,597

(2)

5,612

Exercise of share warrants and employee warrants, shares

288,494

13,118

12,497

621

Ending Balance at Dec. 31, 2021

(27)

236,474

$ 2,945

934,696

(18,021)

(584,129)

(114,197)

221,293

15,181

Ending balance, shares at Dec. 31, 2021

45,484,310

(114,034)

(106,139)

(7,894)

(8,955)

(10,583)

1,983

(8,600)

(355)

(122,989)

(10,583)

1,983

(106,139)

(114,739)

(8,250)

Issuance of Calyxt's common stock and exercise of Calyxt's pre-funded warrants

(114,197)

114,197

$ 2,733

1,341

1,392

$ 329

$ 162

$ 168

Transaction with subsidiaries

$ (570)

(212)

(570)

$ (570)

(104)

$ (570)

(104)

(108)

2,515

(2,515)

Exercise of share warrants and employee warrants, amount

$ 10

(10)

Exercise of share warrants and employee warrants, shares

191,658

$ 10,175

8,071

2,105

Ending Balance at Dec. 31, 2022

(359,076)

359,076

125,941

$ 2,955

583,122

(28,605)

(333,365)

(106,139)

117,968

7,973

Ending balance, shares at Dec. 31, 2022

45,675,968

(49,165)

(41,781)

(7,384)

997

(439)

(32)

(471)

1,468

(48,168)

(439)

(32)

(41,781)

(42,252)

(5,916)

(106,139)

106,139

25,017

$ 536

24,482

25,017

9,907,800

(1,455)

342

(342)

OCI Reclassification pursuant to Calyxt's deconsolidation

(3,625)

(8,019)

$ (8,007)

(12)

(8,019)

7,125

5,119

2,006

Ending Balance at Jun. 30, 2023

(257)

(133,976)

133,814

(163)

(95)

96,558

$ 3,491

477,291

(37,050)

(305,392)

(41,781)

96,558

Ending balance, shares at Jun. 30, 2023

55,583,768

Beginning balance at Dec. 31, 2022

125,941

$ 2,955

583,122

(28,605)

(333,365)

(106,139)

117,968

7,973

Beginning balance, shares at Dec. 31, 2022

45,675,968

(66,648)

(59,264)

(7,384)

663

(877)

(822)

1,485

(65,985)

(877)

(59,264)

(60,086)

(5,899)

(106,139)

106,139

25,073

$ 537

24,536

25,073

9,907,800

(1,459)

343

(343)

OCI Reclassification pursuant to Calyxt's deconsolidation

(3,625)

(8,036)

(8,024)

(12)

(8,036)

4,472

2,466

2,006

Ending Balance at Sep. 30, 2023

(259)

(134,273)

134,125

(148)

(111)

76,123

$ 3,492

474,391

(37,505)

(304,994)

(59,264)

76,121

Ending balance, shares at Sep. 30, 2023

55,583,768

Beginning balance at Dec. 31, 2022

125,941

$ 2,955

583,122

(28,605)

(333,365)

(106,139)

117,968

7,973

Beginning balance, shares at Dec. 31, 2022

45,675,968

(108,443)

(101,059)

(7,384)

1,994

(73)

597

524

1,470

(106,449)

(73)

597

(101,059)

(100,535)

(5,914)

(106,139)

106,139

^[1]

69,985

$ 1,401

68,584

69,985

^[1]

25,907,800

$ (2,049)

^[2]

(2,049)

$ (2,049)

^[2]

$ (2,049)

^[2]

Exercise of share warrants and employee warrants, amount

^[3]

343

(343)

$ 9

Exercise of share warrants and employee warrants, shares

167,433

OCI Reclassification pursuant to Calyxt's deconsolidation

^[4]

(3,625)

$ (3,625)

^[5]

$ (8,022)

$ (8,012)

$ (10)

$ (8,022)

$ 9,092

7,086

2,006

Ending Balance at Dec. 31, 2023

^[6]

(187)

(133,958)

133,868

(90)

(97)

$ 84,695

$ 4,365

$ 522,785

$ (36,690)

$ (304,707)

$ (101,059)

$ 84,695

$ 0

Ending balance, shares at Dec. 31, 2023

71,751,201

[1]	During the year ended December 31, 2023, 9,907,800 shares were issued in a February 2023 follow-on offering of American Depositary Shares (ADSs) with gross proceeds of $24.8 million (the Cellectis Follow-on Offering). During the year ended December 31, 2023, 16,000,000 shares were issued on November 6, 2023 in connection with the AstraZeneca Initial Investment Agreement (the "IIA") of $80.0 million at a price of $5 per share. Following settlement and delivery of the new shares, AstraZeneca owns approximately 22% of the share capital, and 21% of the voting rights of the Company, has the right to nominate a non-voting observer on the board of directors of Cellectis, and has the right to participate pro rata in Cellectis’s future share offerings. A portion of the Initial Investment Agreement proceeds equal to $35.7 million was reallocated to the transaction price of the Joint Research and Collaboration Agreement ("AZ JRCA") with AstraZeneca collaboration agreement and recorded as deferred revenue. The amount is reflected as a deduction from the share premium. The remaining consideration received, after reallocation of the AZ JRCA and foreign exchange impact as of December 31, 2023, representing $44.9 million is reflected in share capital for $0.9 million and share premium for $44.0 million. Further details on the interdependence between the AZ JRCA and SIA are provided in Note 2.6 to the financial statements "Accounting treatment of significant transactions of the period".
[2]	The transaction costs recognized as a reduction of share premium during the year ended December 31, 2023 correspond to the $1.4 million issuance costs incurred in 2023 in connection with the Cellectis Follow-on Offering (in addition to the $0.6 million costs already incurred and deducted from Equity in the fourth quarter of 2022) and the $0.6 million issuance costs related to AstraZeneca initial investment.
[3]	Operations between shareholders during the year-end period ended December 31, 2023 correspond to the reduction in Cellectis’ percentage of interest in Calyxt from 49.1% at December 31, 2022 to 48.0% at May 31, 2023, without a change in the consolidation method until May 31, 2023.
[4]	On May 31, 2023, Calyxt consummated the Merger (as defined below) with Cibus Global. As from the consummation of the Merger, Cellectis has lost control over Calyxt and we proceeded with its deconsolidation. The net impact on Total Shareholders’ Equity corresponds to the derecognition of minority interests in Calyxt for $3.6 million.
[5]	We have reclassified at the date of loss of control amounts previously recognized in other comprehensive income related to Calyxt that should be reclassified in profit or loss according to IFRS 10.
[6]	Other movements include mainly the absorption of $134.1 million of retained earnings into share premium, approved during the annual shareholders meeting of June 27, 2023, in accordance with French Law. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities.

Earnings per share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings per share

Detail of earnings per share


	For the year ended December 31,
	2021			2022			2023

Net income (loss) attributable to shareholders of Cellectis ($ in thousands)		(114,197	)		(106,139	)		(101,059	)
Net income (loss) attributable to shareholders of Cellectis from discontinued operations ($ in thousands)		(17,448	)		(7,451	)		15,776
Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net result per share		44,820,279			45,547,359			57,012,815
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic and diluted net income (loss) attributable to shareholders of Cellectis, per share ($ /share)		(2.55	)		(2.33	)		(1.77	)
Basic and diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share)		(0.39	)		(0.16	)		0.28

Other current liabilities

12 Months Ended

Dec. 31, 2023

Other current liabilities

Note 14. Other current liabilities


	As of December 31, 2022		As of December 31, 2023

	$ in thousands
VAT Payables		3,058		-
Accruals for personnel related expenses		9,421		9,368
Other		700		852
Total other current liabilities		13,179		10,219

Accruals for personnel are related to annual bonuses, PTO accruals and social expenses on stock options.

Other current liabilities decreased by $3.0 million between December 31, 2023 and December 31, 2022, the decrease is related to the payment in 2023 of the VAT payables due to the collected VAT on the Servier milestone invoice in December 2022.

Provisions - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disclosure of provisions [line items]
Provisions for termination benefits	$ 1,547	$ 555
Other provisions	0	169
Reduction of Provisions	500	2,300
Revision of actuarial assumptions	500	1,900
Turnover assumptions	600
Adjustments for provisions	1,352	270	$ 421
Defined benefit plan	$ 2,200	2,390	4,073	$ 4,010
Percentage of increase in discount rate	0.50%
Decrease in net defined benefit liability in discount rate	$ 100
Percentage of decrease in discount rate	0.50%
Increase in net defined benefit liability in discount rate	$ 100
Percentage of decrease in salary increase rate	0.50%
Increase of net defined benefit liability	$ 100
Percentage of increase in salary increase rate	0.50%
Decrease of net defined benefit liability	$ 100
Discount rate [Member]
Disclosure of provisions [line items]
Actuarial assumptions		1,300
Salary increases rate
Disclosure of provisions [line items]
Actuarial assumptions		400
Pension service cost [Member]
Disclosure of provisions [line items]
Provisions for termination benefits		600
Employee Litigation and Severance [Member]
Disclosure of provisions [line items]
Provisions for termination benefits		200
Termination of Commercial Litigation [Member]
Disclosure of provisions [line items]
Provisions for termination benefits	500	100
Research Tax Credits [Member]
Disclosure of provisions [line items]
Other provisions	600
Service and Interest Costs [Member]
Disclosure of provisions [line items]
Other provisions	300
Translation Adjustment [Member]
Disclosure of provisions [line items]
Adjustments for provisions		400
France [Member]
Disclosure of provisions [line items]
Defined benefit plan	$ 300	$ 600	$ 600

Subsequent events

12 Months Ended

Dec. 31, 2023

Major components of tax expense (income) [abstract]

Subsequent events

Note 22. Subsequent events

On January 16, 2024, Cellectis announced the drawdown of the second tranche of €15 million under the credit facility agreement entered with the European Investment Bank (EIB); with the issuance of 1,460,053 warrants. Each Tranche B Warrant allows the EIB to subscribe for one ordinary share of the Company, at a price of €2.53, corresponding to 99% of the volume-weighted average price of the Company’s ordinary shares over the last 3 trading days preceding the decision of the board of directors of the Company to issue the Tranche B Warrants. The total number of shares issuable upon exercise of the Tranche B Warrants represents approximately 2% of the Company’s outstanding share capital as at their issuance date. Tranche B will mature six years from its disbursement date and will accrue interest at a rate of 7% per annum capitalized annually and payable at maturity.

On March 4, 2024, AstraZeneca and Cellectis have approved the first Research Plan. Following this event and pursuant to the JRCA, Cellectis is entitled to receive the corresponding $10 million milestone.

At the date of this report, all the conditions precedents to the closing of the SIA are met and the closing should occur on the earlier of (i) the third business day following the approval by the Cellectis' board of directors of the Company's annual and consolidated account for the financial year ended on December 31, 2023, and (ii) May 7, 2024 or such other date as may be agreed in writing by the parties. Immediately following the SIA, it is anticipated that AstraZeneca would own approximately 44% of the share capital of the Company and 30% of the voting rights of the Company (based on the number of voting rights outstanding immediately after the completion of the Initial Investment) and as per the Company's shareholders decision dated December 22, 2023, Mr. Marc Dunoyer and Dr. Tyrell Rivers will serve on the Company's board of directors as members designated by AstraZeneca. Further, certain business decisions are subject to AstraZeneca’s approval, including, in particular, winding up any company of the Cellectis group, issuing securities senior to or pari passu with the convertible preferred shares or any shares without offering AstraZeneca the option to purchase its pro rata share of such securities (subject to customary exceptions, including issuances under employee equity incentive plans), declaring or paying dividends, prepaying indebtedness before due, and disposing of any material assets concerning gene editing tools or manufacturing facilities and selling, assigning, licensing, encumbering or otherwise disposing of certain material IP rights.

Deferred Revenues and Contract Liabilities - Summary of Deferred Revenues and Contract Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accruals and deferred income including contract liabilities [abstract]
Deferred revenues and contract liabilities	$ 59	$ 110,325
Total deferred income including contract liabilities	$ 59	$ 110,325

Information Concerning the Group's Consolidated Operations - Disclosure of Income Tax (Expense or Income) (Detail) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Jun. 30, 2023

Sep. 30, 2023

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Income (loss) before taxes from continuing operations

$ (116,464)

$ (98,601)

$ (96,749)

Theoretical group tax rate

^[1]

25.12%

25.16%

24.38%

Theoretical tax benefit (expense)

$ 29,259

$ 24,804

$ 23,584

Permanent differences

736

(162)

(1,228)

Research tax credit

1,645

4,852

4,284

Share-based compensation & other IFRS adjustments

(1,134)

(987)

(3,596)

Non recognition of deferred tax assets related to tax losses and temporary differences

(30,876)

(28,557)

(22,997)

Other differences

^[2]

(38)

(47)

Effective tax expense

$ (258)

$ (365)

$ (371)

$ (87)

$ 0

Effective tax rate

0.32%

0.09%

0.00%

[1]	The Group’s theoretical tax rate corresponds to the average of the income tax rates of each country in which the Group operates, i.e. for the year ended December 31, 2023 25% for France and 21% for the United States, weighted by the pre-tax income from each country.
[2]	Primarily relates to intercompany transactions between discontinued and continuing operations.

Property, Plant and Equipment - Disclosure of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	$ 63,621	$ 78,846	$ 71,673
Additions	1,071	2,844	15,682
Disposal	(391)	(1,706)	(2)
Reclassification	0	(93)	63
Depreciation & impairment expense	(10,064)	(11,171)	(7,275)
Translation adjustments	443	(989)	(1,296)
Reclassification to assets held for sale		(4,110)
Ending balance	54,681	63,621	78,846
Gross value at end of period	98,270	96,454	105,965
Accumulated depreciation and impairment at end of period	(43,589)	(32,832)	(27,119)
Land and Buildings [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	9,321	14,733	16,765
Additions	0	56	2,956
Disposal	(173)	(3)	0
Reclassification	332	(1,359)	(1,694)
Depreciation & impairment expense	(1,911)	(1,944)	(2,442)
Translation adjustments	298	(646)	(852)
Reclassification to assets held for sale		(1,517)
Ending balance	7,868	9,321	14,733
Gross value at end of period	18,544	17,742	22,426
Accumulated depreciation and impairment at end of period	(10,676)	(8,421)	(7,693)
Technical Equipment [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	51,072	58,072	4,436
Additions	60	311	5,352
Disposal	(153)	(193)	0
Reclassification	258	4,211	52,577
Depreciation & impairment expense	(7,191)	(8,516)	(4,065)
Translation adjustments	85	(220)	(228)
Reclassification to assets held for sale		(2,593)
Ending balance	44,131	51,072	58,072
Gross value at end of period	73,483	72,847	75,511
Accumulated depreciation and impairment at end of period	(29,351)	(21,775)	(17,440)
Fixtures, Fittings and Other Equipment [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	2,277	3,056	3,171
Additions	19	364	1,339
Disposal	(1)	(453)	0
Reclassification	3	28	(612)
Depreciation & impairment expense	(963)	(711)	(767)
Translation adjustments	20	(7)	(75)
Reclassification to assets held for sale		0
Ending balance	1,354	2,277	3,056
Gross value at end of period	4,973	4,914	5,043
Accumulated depreciation and impairment at end of period	(3,619)	(2,637)	(1,987)
Assets Under Construction [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	952	2,985	47,301
Additions	993	2,113	6,035
Disposal	(64)	(1,057)	(2)
Reclassification	(593)	(2,973)	(50,208)
Depreciation & impairment expense	0	0	0
Translation adjustments	40	(116)	(141)
Reclassification to assets held for sale		0
Ending balance	1,328	952	2,985
Gross value at end of period	1,271	952	2,985
Accumulated depreciation and impairment at end of period	$ 57	$ 0	$ 0

Current financial assets and Cash and cash equivalents

12 Months Ended

Dec. 31, 2023

Current financial assets and Cash and cash equivalents

Note 12. Current financial assets and Cash and cash equivalents


As of December 31, 2022	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands

Current financial assets		7,907		-		7,907
Cash and cash equivalents		89,789		-		89,789
Current financial assets and cash and cash equivalents		97,697		-		97,697

As of December 31, 2023	Carrying amount		Unrealized Gains/(Losses)		Estimated fair value
			$ in thousands

Current financial assets		67,107		-		67,107
Cash and cash equivalents		136,708		-		136,708
Current financial assets and cash and cash equivalents		203,815		-		203,815

12.1 Current financial assets

As of December 31, 2023, our current financial assets are composed of a $15.0 million deposit with a term of more than 3 months that does not meet IAS 7 requirements to qualify as cash equivalents, a $42.7 million financial derivative related to the SIA with AZ and a $9.4 million corresponding to our investment in Cibus at its fair value. There is no short-term restricted cash included in the current financial assets.

As of December 31, 2022, current financial assets corresponded to Cytovia’s convertible note, measured at its fair value of $7.9 million. There was no short-term restricted cash included in the current financial assets, the only short-term restricted cash being deposits to secure a Calyxt furniture and equipment sale-leaseback for $0.2 million which were included in the assets held for sale.

Cytovia convertible note

On February 12, 2021, we entered into a research collaboration and non-exclusive license agreement with Cytovia as amended from time to time (the “Cytovia Agreement”) to develop induced Pluripotent Stem Cell (iPSC) iPSC-derived Natural Killer (NK) and CAR-NK cells edited with our TALEN.

Upon initial execution of the Cytovia Agreement, the Company recorded a note receivable and related license revenue of $20 million in respect of the Upfront Collaboration Consideration. Because the Cytovia Conditions were not met by December 31, 2021, the note receivable was converted to an accounts receivable as of December 31, 2021. In April 2022, in connection with Cytovia’s entering into a definitive business combination agreement with a publicly traded Special Purpose Acquisition Company (“SPAC”), we entered into an amendment to the Cytovia Agreement, pursuant to which we received a $20 million convertible note for consideration of the Upfront Collaboration Consideration. The terms of the convertible note provided for (i) conversion into common stock of the combined company upon completion of the business combination or, (ii) in certain circumstances, our ability to elect to be paid in cash on or before December 31, 2022. Because the SPAC business combination was abandoned and the conditions of the convertible note were not met, we and Cytovia entered into an amended and restated note which became effective as of December 22, 2022.

The amended and restated convertible note provides for automatic conversion into common stock of Cytovia in the case of certain fundamental transactions pursuant to which Cytovia becomes a public reporting company and for conversion at Cellectis’ option in connection with certain financing transactions, upon a company sale and at final maturity. In each case such conversion is subject to a 9.9% ownership cap, with the balance issuable in the form of pre-funded warrants. Among other changes, the amended and restated convertible note increases the applicable interest rate of the convertible note to 10% per annum, subject to a 10% step up upon the occurrence and continuation of an event of default, provides for the repayment of 50% of the outstanding amount on April 30, 2023 and extends the final maturity date for the repayment of the remaining outstanding amount to June 30, 2023. On April 30, 2023, we signed a further amendment to agree that 100% of the convertible note would be due at final maturity on June 30, 2023.

At the maturity date on June 30, 2023, we did not elect to convert the convertible note into shares of Cytovia’s then-outstanding most senior series of preferred stock and therefore the outstanding amount of the note automatically became due and payable in full in cash by Cytovia for $22.4 million, which includes the $20.0 million principal and $2.4 million of accumulated interest generated since the convertible note was issued in April 2022. Cytovia failed to pay this amount, which remains due and payable and Cytovia’s receivable in respect of the note continues to accrue interest during the continuation of this default, subject to the 10% interest step up.

The convertible note was classified as a financial asset measured at fair value through profit or loss until June 30, 2023. The fact that Cytovia is in default substantially changes the cash flows associated with this asset, mainly as the convertible note is now only repayable in cash (and no longer subject to conversion into shares of Cytovia). We consider that the criteria for derecognition of this financial asset are met on June 30, 2023, and we therefore derecognized this asset to recognize a new asset, based on such new characteristics.

The new asset is a financial asset payable solely in cash, including principal and interest. We intend to hold this asset until it is repaid by Cytovia. The repayment is due at initial recognition. This new asset is therefore classified as a current financial asset, initially recognized at its fair value and subsequently measured at amortized cost.

At initial recognition, as this new asset can be analyzed as an originated credit-impaired asset, we included in the estimated fair value of the asset the expected credit losses over the life of the asset. The estimated fair value of the asset as of June 30, 2023 was $1.1 million.

The expected credit losses have been estimated using both historical and forward-looking estimations, including (i) our ongoing negotiations with Cytovia on the restructuring of the Cytovia Agreement, and (ii) our assessment of Cytovia’s credit worthiness based on our historical experience with Cytovia and the current financing market for biotechnology companies, and in particular, for companies working on pluripotent stem cells. On the basis of this information, we have prepared recovery scenarios for which the expected loss in each scenario has been weighted by the probability of the scenario occurring.

On November 30, 2023, considering that the progress made in our negotiations with Cytovia was insufficient and in light of their failure to pay due and payable amounts under the note, we notified Cytovia of the termination of the Cytovia Agreement. Under the terms of the termination letter, Cytovia is no longer authorized to use the licenses and rights granted under the Cytovia Agreement, but remains liable for the outstanding amount of the note and for which Cytovia is currently in default.

Considering new developments that occurred since June 30, 2023, including the termination of the Agreement, the end of our negotiations with Cytovia, Cytovia's resources and financing options and our ability to recover the receivable, we have no longer reasonnable expectations of recovery as of December 31, 2023. We therefore carried out a full write-off of the asset.

The impact on the statement of operations for the year-ended December 31, 2023 is a net loss of $7.9 million, composed of the impact of the derecognition of the initial asset and the recognition of the new one on June 30, 2023 for $6.8 million, and the impact of the subsequent write-off of the asset for $1.1 million. We recognized this loss through profit and loss, within financial expenses.

AstraZeneca subsequent investment

The accounting treatment of the AstraZeneca SIA is detailed in Note 2.6 to the financial statements “Accounting treatment of significant transactions of the period”.

At initial recognition, the SIA gives rise to the recognition of a financial derivative measured at its fair-value of $48.4 million. The fair value of this instrument has been remeasured on December 31, 2023 and amounts to $42.7 million. The difference in fair value measurement has been recognized in financial expense for $5.7 million.

12.2 Cash and cash equivalents

Accounting policy

Cash and cash equivalents are held for the purpose of meeting short-term cash commitments rather than for the purpose of investment or for other purposes. They are readily convertible into a known amount of cash and are subject to an insignificant risk of changes in value. Cash and cash equivalents include cash, bank accounts, money market funds and fixed bank deposits that meet the definition of a cash equivalent. Cash equivalents are fair valued at the end of each reporting period.

Details of cash and cash equivalents


	As of December 31,		As of December 31,
	2022		2023
	$ in thousands
Cash and bank accounts		65,012		81,708
Money market funds		13,578		-
Fixed bank deposits		11,200		55,000
Total cash and cash equivalents		89,789		136,708

Money market funds earn interest and are refundable overnight. Fixed bank deposits have fixed original terms that are less than three months or are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Provisions - Summary of Provisions for Termination Benefits (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure of other provisions [line items]
Beginning balance	$ 2,867	$ 4,944
Additions	1,547	555
Amounts used during the period	0	(169)
Pension, Reversals	0	(171)
OCI	(473)	(2,293)
Ending balance	3,940	2,867
Non current provisions beginning balance	2,390	4,073
Non current provisions additions	327	555
Non current provisions Amounts used during period	0	0
Non current provisions Reversals	0	0
Non current provisions OCI	(517)	(2,238)
Non current provisions Ending balance	2,200	2,390
Current provisions beginning balance	477	871
Current provisions additions	1,219	0
Current provisions Amounts used during period	0	(169)
Current provisions Reversals	0	(171)
Current provisions OCI	44	(55)
Current provisions Ending balance	1,740	477
Commercial litigation, Beginning balance	500
Commercial litigation, Ending balance		500
Pension [member]
Disclosure of other provisions [line items]
Beginning balance	2,390	4,073
Pension, Additions	327	555
Pension, Amounts used during the period	0	0
Pension, Reversals	0	0
OCI	(517)	(2,238)
Ending balance	2,200	2,390
Employee Litigation and Severance [Member]
Disclosure of other provisions [line items]
Additions		200
Employee litigation and severance, Beginning balance	234	508
Employee litigation and severance, Additions	0	0
Employee litigation and severance, Amounts used during the period	0	(169)
Employee litigation and severance, Reversals	0	(73)
Employee litigation and severance, OCI	8	(33)
Employee litigation and severance, Ending balance	242	234
Commercial litigation [Member]
Disclosure of other provisions [line items]
Commercial litigation, Beginning balance	72	77
Commercial litigation, Additions	503	0
Commercial litigation, Amounts used during the period	0	0
Commercial litigation, Reversals	0	0
Commercial litigation, OCI	13	(4)
Commercial litigation, Ending balance	588	72
Provision for tax litigation [Member]
Disclosure of other provisions [line items]
Provision for tax litigation, Beginning balance	0
Provision for tax litigation, Additions	615
Provision for tax litigation, During the period	0
Provision for tax litigation, Reversals	0
Provision For Tax Litigation, OCI	13
Provision for tax litigation, Ending balance	628	0
Other provision for charges [Member]
Disclosure of other provisions [line items]
Other provision for charges, Beginning balance	171	287
Other provision for charges, Additions	102
Other provision for charges, During the period	0
Other provision for charges, Reversals	0	(97)
Other provision for charges, OCI	8	(18)
Other provision for charges, Ending balance	$ 281	$ 171

The Company

12 Months Ended

Dec. 31, 2023

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 products based on gene-editing with a portfolio of allogeneic Chimeric Antigen Receptor T-cells (“UCART”) product candidates in the field of immuno-oncology and gene-edited hematopoietic stem and progenitor cells (“HSPC”) product candidates in other therapeutic indications.

Our UCART product candidates, based on gene-edited T-cells that express Chimeric Antigen Receptors (“CARs”), seek to harness the power of the immune system to target and eradicate cancers. We believe that CAR-based immunotherapy is one of the most promising areas of cancer research, representing a new paradigm for cancer treatment. We are designing next-generation immunotherapies that are based on gene-edited CAR T-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. We believe that the allogeneic production of CAR T-cells will allow us to develop cost-effective, “off-the-shelf” products that are capable of being stored and distributed worldwide. 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.

Together with our focus on immuno-oncology, we are using, through our HEAL platform, our gene-editing technologies to develop HSPC product candidates in genetic diseases.

Cellectis S.A., Cellectis, Inc., Cellectis Biologics, Inc. (and Calyxt, Inc. until May 31, 2023), as a consolidated group of companies, are also referred to as the “Group.”

On May 31, 2023, Calyxt, Inc. completed its all-stock, reverse merger business combination with Cibus Global. Among other things, as part of the Merger, each share of Calyxt’s common stock, par value $0.0001 per share, existing and outstanding immediately prior to the Merger remained outstanding as a share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), without any conversion or exchange thereof, and Calyxt issued approximately 16,527,484 shares of Class A Common Stock to unitholders of Cibus Global based on an exchange ratio set forth in the agreement and plan of merger (the “Merger Agreement”). Following the closing of the Merger, effective on June 1, 2023, the combined company operates under the name of Cibus, Inc. (“Cibus”). Cellectis’ equity interest in Calyxt was reduced to 2.9% after the closing of the Merger, which resulted in Cellectis losing control of Calyxt. Calyxt is therefore no longer consolidated since June 1, 2023.

Share-based Payments - Summary of assumptions Vesting Details (Detail) - Equity awards [member] - € / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure of terms and conditions of share-based payment arrangement [line items]
Weighted-Average fair values of stock options granted	€ 1.65	€ 1.31
Share entitlement per options	1	1
Vesting conditions	Performance & Service or Service	Performance & Service or Service
Vesting period	Graded	Graded
Bottom of Range [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Risk-free interest rate	2.45%	0.00%
Exercise price	€ 1.74	€ 2.09
Grant date share fair value	€ 1.7	€ 1.91
Expected volatility	63.70%	58.70%
Expected term (in years)	6.03	6.03
Top of Range [member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Risk-free interest rate	2.75%	2.49%
Exercise price	€ 3.17	€ 7.22
Grant date share fair value	€ 3.09	€ 6.74
Expected volatility	64.40%	62.50%
Expected term (in years)	6.15	6.15

Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	May 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	$ 54,681		$ 63,621	$ 78,846	$ 71,673
Technical Equipment [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	44,131		51,072	58,072	$ 4,436
Paris [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Assets under construction	1,000
Paris [Member] \| Buildings [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Assets put in service	600
France [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	12,000		14,000	17,000
United States [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	43,000		50,000	$ 62,000
Calyxt Inc [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	$ 0	$ 4,118	$ 4,110

Provisions - Summary of Net Defined Benefit Liability and Components (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure of net defined benefit liability (asset) [abstract]
Beginning balance	$ (2,390)	$ (4,073)	$ (4,010)
Current service cost	(237)	(512)	(602)
Interest cost	(90)	(43)	(26)
Benefit paid		0	0
Actuarial gains and losses	597	2,227	231
Reclassification/CTA	(80)	11	334
Ending balance	$ (2,200)	$ (2,390)	$ (4,073)

Financial Assets and Liabilities - Additional Information (Detail) $ in Thousands, € in Millions	12 Months Ended
	Dec. 31, 2023 EUR (€)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2023 USD ($)	Dec. 22, 2023 USD ($)	Feb. 28, 2022 USD ($)
Disclosure of financial assets and liabilities [line items]
Lease liabilities discontinued operation				$ 51,500
Cash and cash equivalents		$ 89,789		136,708
Equity payment eligible to be received					$ 140,000
Research tax credit receivable				11,900
Line Of Credit Facility Tranche B [Member]
Disclosure of financial assets and liabilities [line items]
Liability related to the EIB loan \| €	€ 15.0
FRANCE
Disclosure of financial assets and liabilities [line items]
Non current financial assets		700	$ 1,000	800
Research tax credit receivable		6,700		5,600		$ 800
UNITED STATES
Disclosure of financial assets and liabilities [line items]
Non current financial assets		$ 8,100	$ 6,000	7,100
State Guaranteed Loan [Member]
Disclosure of financial assets and liabilities [line items]
Borrowings				14,100
Loan received from bank \| €	18.5
European Investment Bank Loan [Member]
Disclosure of financial assets and liabilities [line items]
Liability related to the EIB loan				$ 20,000
Notional amount \| €	€ 40.0
US Dollar [member] \| Cash Cash and Cash Equivalents and Current Assets [member]
Disclosure of financial assets and liabilities [line items]
Currency denominated percentage	87.00%	59.00%	57.00%

Current Financial Assets and Cash and Cash Equivalents - Summary of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Cash and cash equivalents [abstract]
Cash and bank accounts	$ 81,708	$ 65,012
Money market funds	0	13,578
Fixed bank deposits	55,000	11,200
Total cash and cash equivalents	$ 136,708	$ 89,789

Share-Based Payments - Summary of Information on Warrants Activity (Detail) - Warrants [member]	12 Months Ended
	Dec. 31, 2023 € / shares	Dec. 31, 2022 € / shares	Dec. 31, 2021 € / shares
Disclosure Of Number And Weighted Average Exercise Prices Of Share Options and awards [Line Items]
Option exercisable, beginning balance	896,225	896,225
Option exercisable, granted	0	0
Option exercisable, exercised	0	0
Option exercisable, forfeited or expired	557,350	0
Option exercisable, ending balance	338,875	896,225	896,225
Weighted- average exercise price per share, beginning balance	€ 27.18	€ 27.18
Weighted- average exercise price per share, granted	0	0
Weighted- average exercise price per share, exercised	0	0
Weighted- average exercise price per share, forfeited or expired	27.48	0
Weighted- average exercise price per share, ending balance	€ 26.69	€ 27.18	€ 27.18
Option outstanding, beginning balance	896,225	896,225
Option outstanding, granted	0	0
Option outstanding, exercised/vested	0	0
Option outstanding, forfeited, cancelled or expired	557,350	0
Option outstanding, ending balance	338,875	896,225	896,225
Weighted average exercise price per share, beginning balance	€ 27.18	€ 27.18
Weighted average exercise price per share, granted	0	0
Weighted average exercise price per share, exercised/vested	0	0
Weighted average exercise price per share, cancelled, forfeited or expired	27.48	0
Weighted average exercise price per share, ending balance	€ 26.69	€ 27.18	€ 27.18
Remaining Average Useful Life	2 years 4 months 24 days	3 years 3 months 18 days	4 years 3 months 18 days

Right-of-use assets

12 Months Ended

Dec. 31, 2023

Right-of-use assets

Note 8 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 and are immaterial.

Details of Right-of-use assets

IFRS 16 “Leases” was 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.

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, 2021		62,424			11,421			73,845
Additions		(139	)		6,336			6,197
Depreciation & impairment expense		(5,721	)		(3,300	)		(9,021	)
Translation adjustments		(1,367	)		(231	)		(1,598	)
Net book value as of December 31, 2021		55,197			14,226			69,423
Gross value at end of period		69,782			19,696			89,478
Accumulated depreciation and impairment at end of period		(14,586	)		(5,470	)		(20,056	)

Net book value as of January 1, 2022		55,197			14,226			69,423
Additions		396			310			706
Disposal		(2,988	)		(459	)		(3,447	)
Depreciation & impairment expense		(4,766	)		(3,280	)		(8,046	)
Translation adjustments		(915	)		(183	)		(1,099	)
Reclassification to assets held for sale		(13,257	)		(6	)		(13,263	)
Net book value as of December 31, 2022		33,666			10,608			44,275
Gross value at end of period		49,421			17,742			67,163
Accumulated depreciation and impairment at end of period		(15,755	)		(7,133	)		(22,889	)

Net book value as of January 1, 2023		33,666			10,608			44,275
Additions		1,678			98			1,776
Disposal		(102	)		-			(102	)
Depreciation & impairment expense		(5,081	)		(3,318	)		(8,399	)
Translation adjustments		442			69			510
Net book value as of December 31, 2023		30,602			7,457			38,060
Gross value at end of period		51,863			18,022			69,885
Accumulated depreciation at end of period		(21,261	)		(10,565	)		(31,825	)

Entity-wide disclosures:

In 2023, approximately $14 million of our right-of-use assets related to France, while approximately $24 million related to the United States.

In 2022, approximately $15 million of our right-of-use assets related to France, while approximately $29 million related to the United States.

In 2021, approximately $18 million of our right-of-use assets relate to France, while approximately $51 million relate to the United States.

Financial Liabilities - Summary of Assumptions and Results of the Warrants Valuation (Details) € / shares in Units, $ in Thousands		8 Months Ended	12 Months Ended
	Apr. 17, 2023 EUR (€) Warrants € / shares	Dec. 31, 2023 EUR (€) Warrants € / shares	Dec. 31, 2023 USD ($) shares Options € / shares	Apr. 17, 2023 USD ($)
Assumptions and results of the warrants valuation
Number of options granted \| shares			2,178,311
Tranche A Warrants [Member]
Assumptions and results of the warrants valuation
Grant date			4/17/2023
Expiration date			Apr. 17, 2043
Number of options granted	2,779,188	2,779,188	2,779,188
Share entitlement per options \| shares			1
Exercise price			€ 1.92
Valuation method			Longstaff Schwartz
Share price	€ 1.87	€ 2.76
Average life of options	20 years	19 years 6 months 18 days
Expected volatility	81.30%	67.60%
Put Option Cap \| €	€ 7,196	€ 8,256
Discount rate	2.85%	2.50%
Expected dividends	0.00%	0.00%
Fair value per options	€ 1.73	€ 2.54
Fair value \| $			€ 7,797	$ 5,280

Deferred income and contract liabilities

12 Months Ended

Dec. 31, 2023

Deferred income and contract liabilities

Note 15. Deferred income and contract liabilities

Details of deferred income and contract liabilities


	As of December 31, 2022		As of December 31, 2023

	$ in thousands
Deferred revenues and contract liabilities		59		110,325
Total deferred income and contract liabilities		59		110,325

As of December 31, 2023, the deferred income and contract liabilities primarily include a $25.0 million upfront payment received in November 2023 under the AZ JRCA and $84.1 million reallocated from the IIA and the SIA.

The accounting treatment of the AZ JRCA, the IIA and the SIA is detailed in Note 2.6 to the financial statements “Accounting treatment of significant transactions of the period”.

Accounting Principles - Schedule of Sensitivity of Derivative Fair Value to Probability of Transaction Completion (Parenthetical) (Detail)		12 Months Ended
	Nov. 14, 2023	Dec. 31, 2023
Bottom of range [member]
Disclosure of expected impact of initial application of new standards or interpretations [line items]
Percentage of derivative fair value probability of transaction completion	(2.00%)	(2.00%)
Top of range [member]
Disclosure of expected impact of initial application of new standards or interpretations [line items]
Percentage of derivative fair value probability of transaction completion	2.00%	2.00%

Information Concerning the Group's Consolidated Operations - Additional Information (Detail) € in Millions					12 Months Ended
	Dec. 13, 2023 USD ($)	Oct. 06, 2023 USD ($)	Jun. 19, 2023 USD ($)	Feb. 12, 2021 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2023 EUR (€)	Dec. 31, 2023 USD ($)	Nov. 14, 2023 USD ($)
Consolidated operations [line items]
Increase (decrease) in net foreign exchange gain					$ 10,100,000
Credits and net operating loss carryforwards					155,673,000	$ 124,263,000	$ 157,823,000
Carryforwards limit that can be offset against future taxable profit, additional percentage of profit exceeding the limit								50.00%	50.00%
Revenue from performance obligation					1,500,000
Decrease /increase in financial income					126,000,000	126,000,000
Net foreign exchange gain					17,618,000	7,541,000	11,860,000
Decrease /increase in financial Expenses					22,800,000	22,800,000
Increase/ Decrease in foreign exchange losses					11,900,000
Net foreign exchange loss					13,402,000	1,481,000	2,119,000
Loss in fair value recognized in profit and loss					5,700,000
Derivative fair value									$ 42,700,000	$ 48,400,000
Interest expense on EIB loan					1,500,000
Decrease of interest expense on lease liabilities					400,000
Upfront amount				$ 20,000,000			20,000,000
Milestone revenue					15,800,000
Decrease in lease debt interest expense					400,000
Change In Fair Value Of Foreign Exchange Loss					(12,100,000)
Decrease in operating expenses					8,900,000
Decrease in purchases, external expenses and other						4,800,000
Decrease in wages						5,300,000
Decrease in non-cash stock based compensation expense						800,000
Decrease in cost of revenues						1,000,000
Increase of other operating expenses						2,700,000
Commercial litigation						500,000
Reimbursement of research tax credit						700,000
Provision for risk						500,000
Gain on money market funds fair value measurement					200,000
Reclassified from other comprehensive income					8,000,000
Increase in financial investments gains					2,500,000
Increase in social charges						300,000
Tax on stock options						1,000,000
Decrease In Foreign Exchange Loss					600,000
Decrease In Foreign Exchange Gains Losses					4,300,000
Decrease In Financial Income						4,300,000	4,300,000
Other revenues from collaboration agreements recognized on licence agreement amendment					1,000,000
Increase (decrease) in other income					1,900,000
Other income					8,438,000	6,553,000	8,250,000
Convertible Notes [Member]
Consolidated operations [line items]
Decrease /increase in financial Expenses						11,300,000	11,300,000
Net foreign exchange loss						1,500,000	2,100,000
EIB Warrants [Member]
Consolidated operations [line items]
Change In Fair Value Of Foreign Exchange Loss					2,400,000
Grant and Refundable Advance Agreement [Member]
Consolidated operations [line items]
Percentage of grant and refundable advance		0.152	0.161
Grant received					1,400
Bpifrance [Member]
Consolidated operations [line items]
Research tax credit prefinancing interest expense					400,000
Bpifrance [Member] \| Grant and Refundable Advance Agreement [Member]
Consolidated operations [line items]
Increase (decrease) in other income					1,700,000
Grand refundable advance received		$ 1,900,000	$ 900,000
Fair value of loan									$ 1,400,000
Fair value of loan grant					1,400,000
Grant received					300,000
Other income					1,700,000
Bpifrance [Member] \| Grant and Refundable Advance Agreement [Member] \| Credit Spread [Member]
Consolidated operations [line items]
Percentage of grant and refundable advance		0.152	0.161
Cytovia [Member]
Consolidated operations [line items]
Decrease in financial loss					4,400,000
Financial loss					7,800,000	12,100,000
Other Income [Member] \| Bpifrance [Member] \| Grant and Refundable Advance Agreement [Member]
Consolidated operations [line items]
Fair value of loan grant			$ 1,400,000
Grant received		$ 300,000
Astra Zeneca [Member]
Consolidated operations [line items]
Loss in fair value recognized in profit and loss					5,700,000
Equity investment										$ 140,000,000
Allogene Therapeutics Inc. [Member]
Consolidated operations [line items]
Revenue from performance obligation				$ 10,000,000
Top of Range [member]
Consolidated operations [line items]
Carryforwards limit that can be offset against future taxable profit \| €								€ 1.0
France [Member]
Consolidated operations [line items]
Credits and net operating loss carryforwards					590,000,000	453,000,000	387,000,000
Reimbursement of research tax credit	$ 700,000
United States [Member]
Consolidated operations [line items]
Credits and net operating loss carryforwards					29,800,000	$ 38,600,000	$ 57,700,000
United States [Member] \| Federal Tax Authority [Member] \| Cellectis, Inc. and Cellectis Biologics Inc. [Member]
Consolidated operations [line items]
Credits and net operating loss carryforwards					0
Federal R&D tax credits, tax loss carryforwards					6,200,000
United States [Member] \| State And Local Tax Authority [Member] \| Cellectis, Inc. and Cellectis Biologics Inc. [Member]
Consolidated operations [line items]
Credits and net operating loss carryforwards					$ 29,800,000
United States [Member] \| Top of Range [member] \| Federal Tax Authority [Member] \| Cellectis, Inc. and Cellectis Biologics Inc. [Member]
Consolidated operations [line items]
Federal R&D tax credits, expiration period					2042
United States [Member] \| Bottom of Range [member] \| Federal Tax Authority [Member] \| Cellectis, Inc. and Cellectis Biologics Inc. [Member]
Consolidated operations [line items]
Federal R&D tax credits, expiration period					2035
Client A [Member]
Consolidated operations [line items]
Percentage of Revenue					57.00%	82.00%	45.00%
Client B [Member]
Consolidated operations [line items]
Percentage of Revenue							35.00%
Calyxt [Member]
Consolidated operations [line items]
Loss in fair value of retained investment					$ 5,900,000
Client C [Member]
Consolidated operations [line items]
Percentage of Revenue							18.00%

Share-Based Payment - Summary of Number of Shares Outstanding and Weighted Average Grant Date Fair Value (Detail) - S A free shares [member]	12 Months Ended
	Dec. 31, 2023 € / shares	Dec. 31, 2022 € / shares
Disclosure of terms and conditions of share-based payment arrangement [line items]
Option outstanding, beginning balance	909,113	922,701
Option outstanding, granted	342,900	354,770
Option outstanding, exercised/vested	(167,433)	(191,658)
Option outstanding, forfeited, cancelled or expired	(67,042)	(176,700)
Option outstanding, ending balance	1,017,538	909,113
Weighted average exercise price per share, beginning balance	€ 11.18	€ 14.15
Weighted average exercise price per share, granted	3.08	2.79
Weighted average exercise price per share, exercised/vested	22.45	17.96
Weighted average exercise price per share, cancelled, forfeited or expired	11.4	13.99
Weighted average exercise price per share, ending balance	€ 6.59	€ 11.18

Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure of detailed information about intangible assets [line items]
Impact of enterprise resource planning implementation costs on the income statement	$ 0.0	$ 1.0	$ 2.0
Computer Software [Member] \| Bottom of Range [member]
Disclosure of detailed information about intangible assets [line items]
Estimated useful lives	1 year
Computer Software [Member] \| Top of Range [member]
Disclosure of detailed information about intangible assets [line items]
Estimated useful lives	3 years
Patents [member] \| Top of Range [member]
Disclosure of detailed information about intangible assets [line items]
Estimated useful lives	20 years

Information concerning the Group's Consolidated Operations

12 Months Ended

Dec. 31, 2023

Information concerning the Group's Consolidated Operations

Note 4. Information concerning the Group’s Consolidated Operations

4.1 Revenues and other income

Accounting policies

Collaboration agreements and licenses

Under IFRS 15, “Revenue from contracts with customers”, revenue is recognized when Cellectis satisfies a performance obligation by transferring a distinct good or service (or a distinct bundle of goods and/or services) to a customer, i.e. when the customer obtains control of these goods or services.

We have entered into certain research and development collaboration agreements that consist of the licensing of rights to technology, research and development programs, research and development cost reimbursements and royalties. We have analyzed the agreements to identify the separate performance obligations.

These collaboration agreements may generate cash flows through non-refundable upfront payments related to the licensing of rights to technology and research and development programs, milestone payments research and development cost reimbursements and royalties. Licensing of rights to technology pursuant to non-cancelable, non-refundable fixed and upfront fee arrangements are recognized when such technology is delivered to the co- contracting party and our exclusive rights to access the technology have stopped.

Up-front payments for research and development programs are deferred as a contract liability and recognized when the performance obligation is satisfied, as the customer receives the benefits of the services. When a specific research and development program is put on hold, as agreed by our customer as part of a joint executive committee decision, the revenue recognition continues to be deferred until research and development efforts resume. If the joint decision is to abandon the project, deferred revenue is fully recognized.

Research and development costs reimbursements are recognized on a time and material basis over the length of the specific research and development project.

Milestone payments represent variable consideration, the receipt of which is dependent upon the achievement of certain scientific, regulatory, or commercial milestones. Such payments are considered variable consideration. We recognize milestone payments when it is highly probable that any revenue recognized will not be subsequently reversed. This includes consideration of whether the performance obligation is achieved and may be when the triggering event has occurred, depending on the nature of the triggering event, there are no further contingencies or services to be provided with respect to that event, and the co-contracting party has no right to

require refund of payment. The triggering event may be scientific results achieved by us or another party to the arrangement, regulatory approvals, or the marketing of products developed under the arrangement.

Royalty revenues arise from our contractual entitlement to receive a percentage of product sales achieved by co-contracting parties under our license arrangements. As we have no products approved for sale, we have not received any royalty revenue from commercial sales to date. Royalty revenues, if earned, will be recognized at the later of when (1) the subsequent sale or usage occurs; and (2) the performance obligation to which the sales-based or usage-based royalties relates has been satisfied.

In addition, we license our technology to other third parties and revenues are recognized ratably over the period of the license agreements.

Sales of products and services

Revenues on sales of products are recognized at the point in time once the control over the delivered products is transferred to the customer, which is based on shipping terms. Sales include shipping and handling charges if billed to the customer and are reported net of trade promotion and other costs, including estimated allowances for returns, unsalable product and prompt pay discounts. Sales, use, value-added and other excise taxes are not recognized in revenue.

Our sales of product are related to our electroporation solution sent to one of our partners for the use of a specific machine.

We also offer research services, which revenue is recognized over time, as the customer receives the benefits of the services.

Research Tax Credit

The main Research Tax Credit from which we benefit is the Crédit d’Impôt Recherche, or “CIR”, which is granted to entities by the French tax authorities in order to encourage them to conduct technical and scientific research. Entities that demonstrate that their research expenditures meet the required CIR criteria receive a tax credit. As a general principle, such R&D tax credit can be offset against the corporate income tax (“CIT”) due on the profits of the financial year during which the expenses have been incurred and the following three years; any unused portion of the credit is then refunded by the French treasury (except for specific cases like e.g. if the Company can be qualified as small and medium-sized enterprises in France (the “PME”)). Indeed, if a company meets certain criteria in terms of sales, headcount or assets to be considered a small/middle size company, such company can request immediate refund of the remaining tax credit, without application of the three-year period. As from January 2022, Cellectis S.A. no longer meets such criteria.

We apply for CIR for research expenditures incurred in each fiscal year and recognize the amount claimed in the line item “Other income” in the same fiscal year. Research tax credit is subject to audit of tax authorities. When tax authorities’ payment related to CIR is late, default interests are applied and are recognized in “other income”.

Details of revenues and other income

Revenues by country of origin and other income


	For the year ended December 31,
	2021		2022		2023
	$ in thousands
From France		30,347		19,171		755
From USA		-		-		-
Revenues		30,347		19,171		755
Research tax credit		8,239		6,546		6,582
Subsidies and other		11		7		1,856
Other income		8,250		6,553		8,438
Total revenues and other income		38,597		25,725		9,193

Revenues by nature


	For the year ended December 31,
	2021		2022		2023
	$ in thousands
Other revenues from collaboration agreements		29,971		18,230		-
Collaboration agreements		29,971		18,230		-
Licenses		250		686		605
Products & services		125		255		150
Total revenues		30,347		19,171		755

The decrease of revenues from France between the year ended December 31, 2022 and 2023 mainly reflects (i) the recognition of a $15.8 million milestone from Servier in connection with the first patient dosed in the Allogene ALPHA2 Study in 2022, (ii) the recognition of two milestones in connection with Target B2M and Target TGFERII under Cellectis’ agreement with Cytovia for an aggregate of $1.5 million in 2022 and (iii) the recognition of $1.0 million related to the change of control of a licensee pursuant to the terms of its license agreement with Cellectis and the amendment to such license agreement (extension of its option term) in 2022, while recognition of revenues for the year ended December 31, 2023 is mainly related to Iovance research collaboration and exclusive license agreement.

The increase in other income of $1.9 million between the year ended December 31, 2022 and 2023 reflects the recognition of a $1.7 million income related to the first two milestones of the grant and refundable advance agreement signed with Bpifrance (“BPI”) to partially support a R&D program related to Cellectis’ UCART 20x22. Pursuant to the grant and refundable advance agreement with BPI, we received $0.9 million as a first installment of the refundable advance on June 19, 2023 and $1.9 million as a second installment

of the refundable advance on October 6, 2023. The refundable advance from BPI can be analyzed as a government loan as defined by IAS 20. Because this loan bears a lower-than-market interest rate, we measure for each installment the fair value of the loan using a market interest rate and recognize the difference with the cash received as a grant. Based on a market rate of 16.1% for the first installment and 15.2% for the second installment, determined using the credit spread observed for loans contracted by Cellectis over a comparable term, we measured the fair value of the loan at $1.4 million, resulting in a grant of $1.4 million. During the year, we also received $0.3 million corresponding to the first two instalments of the grant portion of the agreement. As the subsidized expenses have been incurred and the contractual conditions for obtaining the subsidy have been met, the fair-valued grant of $1.4 million and the $0.3 million of contractual grant have been recognized in Other income for a total $1.7 million.

For the year ended December 31, 2021, other revenues from collaboration agreements include the recognition point in time of $20.0 million of upfront amounts related to the grant of a right-of-use license as part of the agreement signed between Cellectis and Cytovia Therapeutics Inc. on February 12, 2021 and the recognition of two milestones related to Cellectis’ agreement with Allogene Therapeutics Inc. for $10.0 million. The agreement with Cytovia provides for several types of financial compensation to Cellectis, including cash compensation of $20 million, as well as cash milestones payments, cash upfront payment upon delivery of products and single-digit royalties. However, on November 30, 2023, we notified Cytovia of the termination of the Cytovia Agreement with immediate effect and we therefore do not expect to receive any further revenue or financial compensation under the Cytovia Agreement.

For the years ended December 31, 2023, 2022 and 2021, revenues related to licenses includes royalties received under our various license agreements.

For the years ended December 31, 2023, 2022 and 2021, one client represents more than 10% of the total revenue respectively Client A with 57%, Client A with 82%, Client A with 45%, Client B with 35% and Client C with 18%.

On October 2023, Cellectis officially entered into a litigation procedure with a third party with the validation of an Arbitral Tribunal by the Paris Mediation and Arbitration Center. Cellectis' management, concurrent with its legal counsels, consider there is no possible contingent liability nor probable contingent asset at the date of the report.

4.2 Operating expenses

Accounting policies

Royalty expenses correspond to costs from license agreements that we entered into to obtain access to technology that we use in our product development efforts. Depending on the contractual provisions, expenses are based either on a percentage of revenue generated by using the patents based on fixed annual royalties or conditioned by milestones.

Research and development expenses include employee-related costs, laboratory consumables, materials supplies and facility costs, as well as fees paid to non-employees and entities to conduct research and development activities on our behalf. They also include expenses associated with obtaining patents. The costs associated with manufacturing of product candidates are recorded depending on the use of the material. If products are not intended to be used in clinical studies, we recognize the expense when the product is delivered. If they are intended to be used for clinical studies, the expense is recognized when the certificate of compliance is obtained.

Selling, general and administrative expenses consist primarily of employee-related expenses for executive, business development, intellectual property, finance, legal and human resource functions. Administrative expenses also include facility-related costs and service fees, other professional services, recruiting fees and expenses associated with maintaining patents.

We classify a portion of personnel and other costs related to information technology, human resources, business development, legal, intellectual property and general management in research and development expenses based on the time that each employee or person spent contributing to research and development activities versus sales, general and administrative activities.

Details of operating expenses by nature


	For the year ended December 31,
Cost of revenue		2022			2023

Cost of goods sold			0			-
Royalty expenses			(1,772	)		(737	)
Cost of revenue			(1,772	)		(737	)

	For the year ended December 31,
Research and development expenses		2022			2023

Wages and salaries			(38,523	)		(32,936	)
Social charges on stock option grants			10			(270	)
Non-cash stock-based compensation expense			(4,098	)		(3,952	)
Personnel expenses			(42,610	)		(37,158	)
Purchases and external expenses			(37,736	)		(32,996	)
Other			(17,154	)		(17,492	)
Total research and development expenses			(97,501	)		(87,646	)

	For the year ended December 31,
Selling, general and administrative expenses		2022			2023

Wages and salaries			(5,686	)		(5,994	)
Social charges on stock option grants			(43	)		(106	)
Non-cash stock-based compensation expense			(1,945	)		(1,281	)
Personnel expenses			(7,674	)		(7,381	)
Purchases and external expenses			(6,712	)		(6,682	)
Other			(3,108	)		(2,749	)
Total selling, general and administrative expenses			(17,494	)		(16,812	)


	For the year ended December 31,
Personnel expenses		2022			2023

Wages and salaries			(44,209	)		(38,930	)
Social charges on stock option grants			(33	)		(376	)
Non-cash stock-based compensation expense			(6,043	)		(5,233	)
Total personnel expenses			(50,285	)		(44,539	)


	For the year ended December 31,
		2022			2023

Other operating income (expenses)			1,377			(1,300	)

The decrease in total operating expenses of 8.9 million from the year ended December 31, 2023 to the year ended December 31, 2022 resulted primarily from (i) a decrease of $4.8 million in purchases, external expenses and other, due to continuing internalization of manufacturing and quality control activities, (ii) a decrease of $5.3 million in wages due to headcount reduction, (iii) a decrease of $0.8 million in non-cash stock based compensation expense related to the non-achievement of performance targets on one plan and, (iv) a decrease of $1.0 million in cost of revenues due to the diminution of milestones recognized over the period, partially offset by a (i) an increase of other operating expenses of $2.7 million due to the recognition of costs related to a commercial litigation for $0.5 million and the unfavorable outcome of the litigation with the French administration which led to the reimbursement of $0.7m of research tax credit and the provision for risk of $0.5 million related to 2015 and 2016 research tax credit and the favorable outcome of a claim with the French social tax authorities regarding tax on stock options for $1.0 million that was a one-off recognized in 2022 (ii) a $0.3 million increase in social charges on stock option grants expenses due to additional departures in 2022.

4.3 Financial income and expenses

Accounting policies

Financial income and financial expense include, in particular, the following:

•

Interest income from savings accounts and fixed term bank deposits;

•

Interest expense from leases;

•

Foreign exchange gain (loss) from transactions in foreign currencies; and

•

Fair value adjustments related to our financial assets and derivative instruments measured at fair value through profit and loss

•

Gain or loss on deconsolidation of subsidiary

Details of financial income and expenses


	For the year ended December 31,
Financial income and expenses	2021			2022			2023

Income from cash, cash equivalents and financial assets		719			1,120			3,614
Foreign exchange gains		11,860			7,541			17,618
Gain on fair value measurement								245
Other financial income		638			219			2
Financial income		13,218			8,880			21,479
Interest on financial liabilities		(368	)		(371	)		(2,246	)
Foreign exchange losses		(2,119	)		(1,481	)		(13,402	)
Loss on fair value measurement								(20,813	)
Interest on lease liabilities		(3,803	)		(3,416	)		(3,061	)
Other financial expenses		(197	)		(12,546	)		(1,121	)
Financial expenses		(6,486	)		(17,815	)		(40,642	)
Net financial gain (loss)		6,731			(8,935	)		(19,163	)

The increase in financial income of $12,6 million between the year period ended December 31, 2022 and 2023 is mainly attributable to an increase in gain from our financial investments of $2.5 million and a $0.2 million gain on money market funds fair value measurement, an increase in the foreign exchange gain of $10.1 million (from a $7.5 million gain in 2022 to a $17.6 million gain in 2023, of which $8.0 million are reclassified from other comprehensive income pursuant to Calyxt’s deconsolidation).

The increase in financial expenses of $22.8 million between the years ended December 31, 2022 and 2023 is mainly attributable to the loss in fair value on our retained investment in Cibus since Calyxt's deconsolidation for $5.9 million, the $5.7 million loss in fair value of the derivative instrument on the Subsequent Investment Agreement with AstraZeneca (see following paragraph), a $11.9 million increase in foreign exchange loss (from a $1.5 million loss in 2022 to a $13.4 million loss in 2023), a $2.4 million loss on change in fair value of the EIB warrants, an interest expense on EIB loan of $1.5 million, and a BPI research tax credit prefinancing interest expense of $0.4 million, partially offset by a $4.4 million decrease in the financial loss related to Cytovia's receivable ($7.8 million loss in 2023 compared with a $12.1 million loss in 2022) and a $0.4 million decrease of interest expense on lease liabilities.

Cellectis signed the Subsequent Investment Agreement on November 14, 2023, for an additional equity investment of $140 million by AstraZeneca Holdings. The Subsequent Investment Agreement contains as a derivative instrument that has been recognized according to the principles of IFRS 9 (see Note 2.6 to our consolidated financial statements). The derivative is initially recognized at its fair value and measured subsequently at fair value through profit or loss. The derivative fair value is $48.4 million at initial recognition on November 14, 2023, and is $42.7 million as of December 31, 2023, resulting in a $5.7 million loss in fair value recognized in profit and loss over the period.

The decrease in financial income of $4.3 million between the year period ended December 31, 2021 and 2022 was mainly attributable to a decrease of the foreign exchange gain for $4.3 million (from a $11.9 million gain in 2021 to a $7.5 million gain in 2022). The increase in financial expenses of $11.3 million between the year ended December 31, 2021 and 2022 was mainly attributable to Cytovia’s convertible note change in fair value of $(12.1) million, partially offset by a $0.6 million decrease in foreign exchange loss (from a $2.1 million loss in 2021 to a $1.5 million loss in 2022) and a $0.4 million decrease in lease debt interest expenses.

4.4 Income tax

Accounting policies

Income tax (expense or income) comprises current tax expense (income) and deferred tax expense (income).

Deferred taxes are recognized for all the temporary differences arising from the difference between the tax basis and the accounting basis of assets and liabilities. Tax losses that can be carried forward or backward may also be recognized as deferred tax assets. Tax rates that have been enacted as of the closing date are utilized to determine deferred tax. Deferred tax assets are recognized only to the extent that it is likely that future profits will be sufficient to recover them. Deferred tax assets and deferred tax liabilities are offset in the statements of financial position to the extent criteria of IAS 12.74 are met.

Tax proof


	For the year ended December 31,
	2021			2022			2023
	$ in thousands
Income (loss) before taxes from continuing operations		(96,749	)		(98,601	)		(116,464	)
Theoretical group tax rate (1)		24.38	%		25.16	%		25.12	%
Theoretical tax benefit (expense)		23,584			24,804			29,259
Increase/decrease in tax benefit arising from:
Permanent differences		(1,228	)		(162	)		736
Research tax credit		4,284			4,852			1,645
Share-based compensation & other IFRS adjustments		(3,596	)		(987	)		(1,134	)
Non recognition of deferred tax assets related to tax losses and temporary differences		(22,997	)		(28,557	)		(30,876	)
Other differences (2)		(47	)		(38	)		-
Effective tax expense		-			(87	)		(371	)
Effective tax rate		0.00	%		0.09	%		0.32	%

(1)

(2)

Primarily relates to intercompany transactions between discontinued and continuing operations.

Deferred tax assets and liabilities


	For the year ended December 31,
	2021			2022			2023
	$ in thousands
Credits and net operating loss carryforwards		157,823			124,263			155,673
Capitalization of R&D expenses under SEC 174 rule		-			2,792			4,092
Pension commitments		1,018			597			550
Leases liabilities		17,660			12,698			11,478
Revaluations of financial assets		-			-			15,830
Deferred tax assets from other deductible differences		1,728			1,452			772
Non-recognition of deferred tax assets		(155,982	)		(128,448	)		(177,001	)
Deferred tax assets		22,247			13,354			11,392
								-
Accelerated depreciation of assets for tax purposes					(1,286	)		(740	)
Right-of-use assets and other leases-related effects		(16,547	)		(11,923	)		(10,401	)
Deferred tax liabilities from other taxable differences		(5,700	)		(145	)		(410	)
Deferred tax liabilities		(22,247	)		(13,354	)		(11,550	)
								-
Net deferred tax assets/(liabilities)		-			-			(158	)

	For the year ended December 31,
Reflected in the statement of financial position as follows:	2021			2022			2023
	$ in thousands
Deferred tax assets		-			-			-
Deferred tax liabilities		-			-			(158	)
Net deferred tax assets/(liabilities)		-			-			(158	)

(1)

Other deferred tax assets as of December 31, 2023 relate mainly to US R&D expenses capitalized under Internal Revenue Code section 174.

We have cumulative tax loss carryforwards for the French entity of the Group totaling $590 million as of December 31, 2023, $453 million as of December 31, 2022 and $387 million as of December 31, 2021. Such carryforwards can be offset against future taxable profit within a limit of €1.0 million per year, plus 50% of the tax profit exceeding this limit. Remaining unused losses will continue to be carried forward indefinitely.

The cumulative tax loss carryforwards for the U.S. entities of the Group, excluding Calyxt for all the periods, totaled $29.8 million as of December 31, 2023, $38.6 million as of December 31, 2022 and $57.7 million as of December 31, 2021. As of December 31, 2023, Cellectis, Inc. and Cellectis Biologics Inc. have $29.8 million of state operating loss carryforwards and no federal operating loss carryforwards. In addition to tax loss carryforwards, Cellectis, Inc. and Cellectis Biologics Inc. have federal R&D tax credits amounting to $6.2 million as of December 31, 2023, that can be offset against federal income tax liability. Such R&D tax credits expire from 2035 to 2042 and their use is subject to general business credit limitation.

4.5 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 year-end period ended December 31, 2023, Cellectis’ CODM is composed of:

•

The Chief Executive Officer;

•

The Executive Vice President CMC and Manufacturing;

•

The Senior Vice President of US Manufacturing;

•

The Chief Scientific Officer;

•

The Chief Financial Officer

•

The General Counsel;

•

The Chief Business Officer;

•

The Chief Regulatory & Pharmaceutical Compliance Officer;

•

The Chief Medical Officer; and

•

The Chief Human Resources Officer.

Until May 31, 2023, we viewed our operations and managed our business in two operating and reportable segments that are engaged in the following activities:

•

Therapeutics: This segment is focused on the development of (i) gene-edited allogeneic Chimeric Antigen Receptor T-cells product candidates (UCART) in the field of immuno-oncology (UCART) and (ii) gene-edited hematopoetic stem and progenitor cells (HSPC) product candidates in other therapeutic indications. These approaches are based on our core proprietary 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 focused on using Calyxt’s proprietary PlantSpringTM technology platform to engineer plant metabolism to produce innovative, high-value, and sustainable materials and products for use in helping customers meet their sustainability targets and financial goals. Calyxt contemplated delivering its diversified product offerings primarily through its proprietary BioFactory™ production system. This segments corresponds to the activity of Calyxt through May 31, 2023. Effective June 1, 2023, Calyxt is no longer consolidated and, as a result, no longer represents a segment of the Company from that date forward. Effective November 22, 2022, Calyxt met the requirements for presentation as a discontinued operations and, as a result, assets and liabilities are presented as held for sale and operating results are presented as discontinued operations through May 31, 2023, the date of deconsolidation.

As from June 1, 2023 and the deconsolidation of Calyxt, we view our operations and manage our business in a single operating and reportable segment corresponding to the Therapeutics segment.

Deferred income and contract liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Details of Deferred Income and Contract Liabilities

Details of deferred income and contract liabilities


	As of December 31, 2022		As of December 31, 2023

	$ in thousands
Deferred revenues and contract liabilities		59		110,325
Total deferred income and contract liabilities		59		110,325

Fair value of Initial Investment Agreement at Initial Recognition Date Determined on Basis of Share Price

The fair value of the IIA at the initial recognition date was determined on the basis of Cellectis' share price at the date of signature, as follows:


	As of November 1, 2023
Number of shares issued		16,000,000
Spot share price (in €)		2.63
Spot foreign exchange rate		1.05
Fair value of shares in $ thousands		44,272
Proceeds received in $ thousands		80,000
Proceeds reallocated to the JRCA in $ thousands		35,728

Accounting Principles - Schedule of Sensitivity of Derivative Fair Value to Expected Life of Derivative (Detail) $ in Thousands	Dec. 31, 2023 USD ($)
Disclosure of changes in accounting estimates [abstract]
Expected life of derivative +1 month	$ 42,197
Expected life of derivative estimated by management	42,694
Expected life of derivative -1 month	$ 43,194

Information Concerning the Group's Consolidated Operations - Details of Operating Expenses by Nature (Detail) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Expense by nature [line Items]
Cost of good sold				$ 0	$ 0
Royalty expenses				(737)	(1,772)
Cost of revenue				(737)	(1,772)	$ (1,844)
Non-cash stock based compensation expense	$ (100)	$ (100)	$ (100)
Total research and development expenses				(87,646)	(97,501)	(117,840)
Total selling, general and administrative expenses				(16,812)	(17,494)	(22,882)
Other operating income (expenses)				(1,300)	1,377	$ 488
Research and Development Expenses [Member]
Expense by nature [line Items]
Wages and salaries				(32,936)	(38,523)
Social charges on stock option grants				(270)	10
Non-cash stock based compensation expense				(3,952)	(4,098)
Personnel expenses				(37,158)	(42,610)
Purchases and external expenses				(32,996)	(37,736)
Other				(17,492)	(17,154)
Total research and development expenses				(87,646)	(97,501)
Selling, General and Administrative Expenses [Member]
Expense by nature [line Items]
Wages and salaries				(5,994)	(5,686)
Social charges on stock option grants				(106)	(43)
Non-cash stock based compensation expense				(1,281)	(1,945)
Personnel expenses				(7,381)	(7,674)
Purchases and external expenses				(6,682)	(6,712)
Other				(2,749)	(3,108)
Total selling, general and administrative expenses				(16,812)	(17,494)
Personnel Expenses [Member]
Expense by nature [line Items]
Wages and salaries				(38,930)	(44,209)
Social charges on stock option grants				(376)	(33)
Non-cash stock based compensation expense				(5,233)	(6,043)
Personnel expenses				$ (44,539)	$ (50,285)

Property, Plant and Equipment - Summary of Property, Plant and Equipment Estimated Useful Lives (Detail)	12 Months Ended
	Dec. 31, 2023
Buildings and Other Outside Improvements [Member] \| Bottom of Range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	10 years
Buildings and Other Outside Improvements [Member] \| Top of Range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	20 years
Leasehold Improvements [Member] \| Bottom of Range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	5 years
Leasehold Improvements [Member] \| Top of Range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	10 years
Office Furniture [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	10 years
Laboratory Equipment [Member] \| Bottom of Range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	3 years
Laboratory Equipment [Member] \| Top of Range [member]
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	10 years
Office Equipment [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	5 years
IT Equipment [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Estimated useful lives	3 years

Capital - Additional Information (Detail) - USD ($)								1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
Capital - Additional Information (Detail) - USD ($)	May 07, 2024	Nov. 01, 2023	Jun. 27, 2023	Jun. 01, 2023	May 31, 2023	Jun. 28, 2022	Oct. 28, 2014	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 28, 2011
Capital structure [line items]
Voting right description											At December 31, 2023, we had 71,751,201 ordinary shares outstanding of which 5,935,517 had a double voting right	At December 31, 2022, we had 45,675,968 ordinary shares outstanding of which 6,067,096 had a double voting right	At December 31, 2021, we had 45,484,310 ordinary shares outstanding of which 5,601,472 had a double voting right.
Number of shares ordinary outstanding									45,675,968		71,751,201	45,675,968	45,484,310	42,780,186
Number of shares ordinary having double voting right											5,935,517	6,067,096	5,601,472
Par value per share									$ 0.05		$ 0.05	$ 0.05	$ 0.05	$ 0.05
Ownership interest in subsidiary				100.00%				100.00%
Transaction costs										$ 1,455,000			$ 2,316,000
BSA [member]
Capital structure [line items]
Ordinary shares issued							1,470,836								12,195,113
Share premium [member]
Capital structure [line items]
Transaction costs										$ 1,455,000	$ 2,049,000	$ 570,000	$ 2,316,000
Increase (decrease) through transfer between retained earnings into share premium			$ 134,100,000
Follow-on Offering [member]
Capital structure [line items]
Transaction costs											$ 1,400,000
Hold Two Years [member]
Capital structure [line items]
Voting right description											After a shareholder continuously holds ordinary shares for two years, each ordinary share held by such shareholder is entitled to two votes.
Initial Investment Agreement [Member]
Capital structure [line items]
Proceeds from sale of ordinary shares		$ 35,728,000									$ 35,700,000
Calyxt Inc [Member]
Capital structure [line items]
Non-controlling shareholders interest					52.00%							50.90%
Ownership interest in subsidiary				2.90%	48.00%							49.10%
Transaction costs												$ 212,000
AstraZeneca [member]
Capital structure [line items]
Ordinary shares issued											16,000,000
Voting rights											21.00%
Ownership interest in associate											22.00%
Amount of premium after conversion related to operation											$ 44,900,000
Par value per share											$ 5
Investment income											$ 80,000,000
Transaction costs									$ 600,000
AstraZeneca [member] \| Event After Reporting Period [Member]
Capital structure [line items]
Voting rights	30.00%
Ownership interest in associate	44.00%
AstraZeneca [member] \| Share premium [member]
Capital structure [line items]
Amount of premium after conversion related to operation											44,000,000
Proceeds from sale of ordinary shares											35,700,000
AstraZeneca [member] \| Share capital [member]
Capital structure [line items]
Amount of premium after conversion related to operation											900,000
BSA [member]
Capital structure [line items]
Exercise stock option							$ 16,400,000
Calyxt Inc [Member]
Capital structure [line items]
Ordinary shares issued					16,527,484
Number of shares ordinary outstanding					997,745
Capital evolution 2021 [Member]
Capital structure [line items]
Ordinary shares issued									2,415,630			2,415,630
Exercise of share warrants, employee warrants and stock options \| shares												256,494
Transaction costs												$ 2,300,000
Capital evolution 2022 [Member] \| Share premium [member]
Capital structure [line items]
Increase (decrease) through transfer between retained earnings into share premium						$ 359,100,000
Capital evolution 2023 [Member] \| Share premium [member]
Capital structure [line items]
Transaction costs									$ 600,000		$ 1,400,000
Increase (decrease) through transfer between retained earnings into share premium			$ 134,000,000
Capital evolution 2023 [Member] \| Follow-on Offering [member]
Capital structure [line items]
Ordinary shares issued											9,907,800
Exercise stock option											$ 24,800,000
Capital evolution 2023 [Member] \| AstraZeneca [member]
Capital structure [line items]
Ordinary shares issued											16,000,000
Voting rights											21.00%
Ownership interest in associate											22.00%
Amount of premium after conversion related to operation											$ 44,900
Par value per share											$ 5
Investment income											$ 80,000,000
Capital evolution 2023 [Member] \| AstraZeneca [member] \| Share premium [member]
Capital structure [line items]
Amount of premium after conversion related to operation											44,000,000
Transaction costs											600,000
Proceeds from sale of ordinary shares											35,700,000
Capital evolution 2023 [Member] \| AstraZeneca [member] \| Share capital [member]
Capital structure [line items]
Amount of premium after conversion related to operation											$ 900,000
Free Shares [member] \| Capital evolution 2021 [Member] \| BSA [member]
Capital structure [line items]
Number of shares converted												32,000
Free Shares [member] \| Capital evolution 2021 [Member] \| BSA [member]
Capital structure [line items]
Number of shares converted												32,000
Free Shares [member] \| Capital evolution 2022 [Member]
Capital structure [line items]
Number of shares converted												191,658
Common Stock [Member] \| Capital evolution 2022 [Member]
Capital structure [line items]
Number of shares converted												191,658

Property, plant and equipment (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Property, Plant and Equipment Estimated Useful Lives

The estimated useful lives are as follows:


•	Buildings and other outside improvements	10-20 years
•	Leasehold improvements	5-10 years
•	Office furniture	10 years
•	Laboratory equipment	3-10 years
•	Office equipment	5 years
•	IT equipment	3 years

Details of Property, Plant and Equipment

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, 2021		16,765			4,436			3,171			47,301			71,673
Additions		2,956			5,352			1,339			6,035			15,682
Disposal		-			-			-			(2	)		(2	)
Reclassification		(1,694	)		52,577			(612	)		(50,208	)		63
Depreciation & impairment expense		(2,442	)		(4,065	)		(767	)		-			(7,275	)
Translation adjustments		(852	)		(228	)		(75	)		(141	)		(1,296	)
Net book value as of December 31, 2021		14,733			58,072			3,056			2,985			78,846
Gross value at end of period		22,426			75,511			5,043			2,985			105,965
Accumulated depreciation and impairment at end of period		(7,693	)		(17,440	)		(1,987	)		(0	)		(27,119	)

Net book value as of January 1, 2022		14,733			58,072			3,056			2,985			78,846
Additions		56			311			364			2,113			2,844
Disposal		(3	)		(193	)		(453	)		(1,057	)		(1,706	)
Reclassification		(1,359	)		4,211			28			(2,973	)		(93	)
Depreciation & impairment expense		(1,944	)		(8,516	)		(711	)		0			(11,171	)
Translation adjustments		(646	)		(220	)		(7	)		(116	)		(989	)
Reclassification to assets held for sale		(1,517	)		(2,593	)		-			-			(4,110	)
Net book value as of December 31, 2022		9,321			51,072			2,277			952			63,621
Gross value at end of period		17,742			72,847			4,914			952			96,454
Accumulated depreciation and impairment at end of period		(8,421	)		(21,775	)		(2,637	)		-			(32,832	)

Net book value as of January 1, 2023		9,321			51,072			2,277			952			63,621
Additions		-			60			19			993			1,071
Disposal		(173	)		(153	)		(1	)		(64	)		(391	)
Reclassification		332			258			3			(593	)		-
Depreciation & impairment expense		(1,911	)		(7,191	)		(963	)		-			(10,064	)
Translation adjustments		298			85			20			40			443
Net book value as of December 31, 2023		7,868			44,131			1,354			1,328			54,681
Gross value at end of period		18,544			73,483			4,973			1,271			98,270
Accumulated depreciation and impairment at end of period		(10,676	)		(29,351	)		(3,619	)		57			(43,589	)

Share-based payments (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure of terms and conditions of share-based payment arrangement [line items]

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 (in €)

Unvested balance of December 31, 2021		922,701			14.15
Granted		354,770			2.79
Vested		(191,658	)		17.96
Cancelled		(176,700	)		13.99

Unvested balance as of December 31, 2022		909,113			11.18
Granted		342,900			3.08
Vested		(167,433	)		22.45
Cancelled		(67,042	)		11.40

Unvested balance as of December 31, 2023		1,017,538			6.59

Warrants [member]

Disclosure of terms and conditions of share-based payment arrangement [line items]

Summary of Information on Stock Option Activity

Information on warrants activity follows:


	Warrants Exercisable		Weighted-Average Exercise Price Per Share (in €)		Warrants Outstanding		Weighted-Average Exercise Price Per Share (in €)		Remaining Average Useful Life

Balance as of December 31, 2021		896,225		27.18		896,225		27.18		4.3	y
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited or Expired		-		-		-		-

Balance as of December 31, 2022		896,225		27.18		896,225		27.18		3.3	y
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited or Expired		557,350		27.48		557,350		27.48

Balance as of December 31, 2023		338,875		26.69		338,875		26.69		2.4	y

Summary of assumptions Weighted-average Fair Values of Warrants Granted and Assumptions Used for Black-Scholes Option Pricing Model

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


	2016	2017

Weighted-Average fair values of warrants granted	9.33€	13.20€
Assumptions:
Risk-free interest rate	0.00% - 0.04%	0.12%
Share entitlement per options	1	1
Exercise price	18.68€ - 27.37€	24.34€
Grant date share fair value	16.42€ - 22.48€	24.95€
Expected volatility	62.8% - 63.1%	64.7%
Expected term (in years)	6	6
Vesting conditions	Service	Service
Vesting period	Graded	Graded

Stock options [member]

Disclosure of terms and conditions of share-based payment arrangement [line items]

Summary of Information on Stock Option Activity

Information on stock option activity follows:


	Options Exercisable		Weighted-Average Exercise Price Per Share (in €)		Options Outstanding			Weighted-Average Exercise Price Per Share (in €)		Remaining Average Useful Life


Balance as of December 31, 2021		7,566,679		24.78		9,159,794			23.50		5.3	y
Granted				-		828,549			4.18
Exercised				-		0			-
Forfeited or Expired				-		(1,201,079	)		18.85

Balance as of December 31, 2022		7,400,519		24.58		8,787,264			22.31		4.6	y
Granted				-		1,835,411			2.86
Exercised				-		-			-
Forfeited or Expired				-		(79,516	)		22.86

Balance as of December 31, 2023		7,913,183		23.63		10,543,159			18.92		4.6	y

Summary of assumptions Vesting Details

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:


	2022	2023

Weighted-Average fair values of stock options granted	1.31€	1.65€
Assumptions:
Risk-free interest rate	0.00% - 2.49%	2.45% - 2.75%
Share entitlement per options	1	1
Exercise price	2.09€ - 7.22€	1.74€ - 3.17€
Grant date share fair value	1.91€-6.74€	1.70€-3.09€
Expected volatility	58.7% - 62.5%	63.7% - 64.4%
Expected term (in years)	6.03 - 6.15	6.03 - 6.15
Vesting conditions	Performance & Service or Service	Performance & Service or Service
Vesting period	Graded	Graded

Related parties

12 Months Ended

Dec. 31, 2023

Related parties

Note 21. Related parties

Key management personnel remuneration

Key management personnel include members of the Board of Directors and the CODM as of December 31, 2023, as described in Note 4.5.

Short-term employee benefits paid to key management personnel totaled to $6.0 million in the fiscal year 2021, $4.8 million in the fiscal year 2022 and $5.3 million in the fiscal year 2023.

On September 4, 2014, the Board of Directors adopted a change of control plan which applies to the members of the CODM. This plan defines the conditions under which a severance package will be paid after a change of control of our company. Key management personnel employment agreements include a termination indemnity or additional post-employment compensation.

Key management personnel received an aggregate of 1,499,821 securities in share-based remuneration (free shares and stock options) over the year ended December 31, 2023. The associated non-cash stock-based compensation expense of $0.8 million was recognized for 2023.

Other transactions with related parties

Mr. Godard, a member of the Board of Directors, entered into two service agreements with us and provided consultancy services in the area of (i) global development strategy and (ii) specific development of agricultural biotechnology activities. These agreements were no longer in service in 2023 and 2022.

Compensation paid for those services in the year ended December 31, 2021 amounted to $71 thousand.

Trade Receivables and Other Current Assets - Disclosure of Other Current Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Other Current Assets [abstract]
VAT receivables	$ 1,414	$ 1,140
Income tax receivable	192
Prepaid expenses and other prepayments	5,716	6,233
Tax and social receivables	55	1,166
Deferred expenses and other current assets	345	538
Total other current assets	$ 7,722	$ 9,078

Capital

12 Months Ended

Dec. 31, 2023

Capital

Note 16. Capital

16.1 Share capital issued

Accounting policy

In general, each shareholder is entitled to one vote per share at any general shareholders’ meeting. However, our By-Laws provide that all shares held in registered form (actions nominatives) for more than two years will be granted double voting rights. Costs directly attributable to the issue of ordinary shares or share options are recognized as a reduction in equity. Repurchased own shares are classified as treasury shares and deducted from equity.


Nature of the Transactions	Share Capital		Share premium			Number of shares		Nominal value
	$ in thousands (except number of shares)							in $
Balance as of January 1, 2021		2,785		872,134			42,780,186	0.05
Capital increase (ATM)		143		46,811			2,415,630
Exercise of share warrants, employee warrants and stock options		17		5,597			288,494
Non-cash stock-based compensation expense		-		12,497			-
Transaction costs		-		(2,316	)		-
Other movements		-		(27	)		-
Balance as of December 31, 2021		2,945		934,696			45,484,310	0.05

Balance as of January 1, 2022		2,945		934,696			45,484,310	0.05
Transaction costs related to capital increase				(570	)
Exercise of share warrants, employee warrants, stock-options and free-shares vesting		10					191,658
Non-cash stock-based compensation expense				8,071			-
Other movements				(359,076	)		-
Balance as of December 31, 2022		2,955		583,122			45,675,968	0.05

Balance as of January 1, 2023		2,955		583,122			45,675,968	0.05
Capital increase		1,401		68,584			25,907,800
Transaction costs related to capital increase				(2,049	)
Exercise of share warrants, employee warrants, stock-options and free-shares vesting		9					167,433
Non-cash stock-based compensation expense		-		7,086			-
Other movements		-		(133,958	)		-
Balance as of December 31, 2023		4,365		522,785			71,751,201	0.05

Capital evolution in 2023

•

During the year ended December 31, 2023, 9,907,800 shares were issued in the Cellectis Follow-on Offering with gross proceeds of $24.8 million.

•

During the year ended December 31, 2023, 16,000,000 shares were issued on November 6, 2023 in connection with the AstraZeneca Initial Investment Agreement (the "IIA") of $80.0 million at a price of $5 per share. Following settlement and delivery of the new shares, AstraZeneca owns approximately 22% of the share capital, and 21% of the voting rights of the Company, has the right to nominate a non-voting observer on the board of directors of Cellectis, and has the right to participate pro rata in Cellectis’s future share offerings. A portion of the Initial Investment Agreement proceeds equal to $35.7 million was reallocated to the transaction price of the Joint Research and Collaboration Agreement ("AZ JRCA") with AstraZeneca collaboration agreement and recorded as deferred revenue. The amount is reflected as a deduction from the share premium. The remaining consideration received, after reallocation of the AZ JRCA and conversion as of December 31, 2023, representing $44.9 million is reflected in share capital for $0.9 million and share premium for $44.0 million.

Further details on the interdependence between the AZ JRCA and SIA are provided in Note 2.6 to the financial statements "Accounting treatment of significant transactions of the period".

•

The transaction costs recognized as a reduction of share premium during the year ended December 31, 2023 correspond to the $1.4 million issuance costs incurred in 2023 in connection with the Cellectis Follow-on Offering (in addition to the $0.6 million costs already incurred and deducted from Equity in the fourth quarter of 2022) and the $0.6 million issuance costs related to AstraZeneca initial investment.

•

During the annual shareholders meeting of June 27, 2023, the shareholders, in accordance with French Law, approved the absorption of $134.0 million of retained earnings into share premium. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities.

Capital evolution in 2022

•

During the year ended December 2022, 191,658 free shares of Cellectis were converted to 191,658 ordinary shares of Cellectis.

•

During the Cellectis annual shareholders meeting of June 28, 2022, the shareholders, in accordance with French Law, approved the absorption of $359.1 million of retain earnings into share premium. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities.

•

Transactions costs correspond to the issuance costs related to the Cellectis At-The-Market (“ATM”) program and the Cellectis follow-on offering and were recorded as a reduction of share premium, in anticipation of share issuances in 2023.

Capital evolution in 2021

•

During the full year ended December 31, 2022, 2,415,630 ordinary shares were issued through Cellectis’ At-The-Market (“ATM”) financing program and 256,494 ordinary shares were issued as a result of the exercise of stock options and non-employee warrants, $2.3 million of issuance costs related to the Cellectis ATM financing program were recorded as a reduction of share premium, in conjunction with share issuances that occurred in April 2022 and 32,000 free shares of Cellectis were converted to 32,000 ordinary shares of Cellectis.

BSA 2011:

On October 28, 2011, using the delegation of authority granted by the General Assembly held the same day, we issued 12,195,113 warrants (Bon de Souscription d’Actions or “BSA”) to the existing shareholders with a ratio of one BSA for one share. October 28, 2014 was the closing date for the exercise of the “BSA 2011.” Pursuant to the terms of the plan, we issued 1,470,836 ordinary shares for gross proceeds of $16.4 million.

Voting rights:

After a shareholder continuously holds ordinary shares for two years, each ordinary share held by such shareholder is entitled to two votes.

•

At December 31, 2023, we had 71,751,201 ordinary shares outstanding of which 5,935,517 had a double voting right

•

At December 31, 2022, we had 45,675,968 ordinary shares outstanding of which 6,067,096 had a double voting right

•

At December 31, 2021, we had 45,484,310 ordinary shares outstanding of which 5,601,472 had a double voting right.

Otherwise, our ordinary shares are not entitled to any preferential voting right or restriction.

16.2 Share warrants and non-employee warrants

Share warrants and non-employee warrants consist of Bon de Souscription d’Action (“BSAs”) which are granted to our board members and consultants.

Holders of vested stock options and warrants are entitled to subscribe to a capital increase of Cellectis at predetermined exercise price.


Date	Type	Number of warrants/shares outstanding as of 01/01/2023		Number of warrants/shares granted		Number of warrants/shares vested/exercised		Number of warrants/shares voided		Number of warrants/shares outstanding as of 12/31/2023		Maximum of shares to be issued		Number of warrants/shares exercisable as of 12/31/2023		Strike price per share in euros
03/24/2015	Stock Options		1,351,904						15,078		1,336,826		1,336,826		1,336,826		38.45
03/27/2015	BSA		130,000						80,000		50,000		50,000		50,000		38.45
05/18/2015	BSA		50,000						50,000		-		-		-		29.58
09/08/2015	BSA		224,200						150,000		74,200		74,200		74,200		28.01
09/08/2015	Stock Options		1,317,300						16,300		1,301,000		1,301,000		1,301,000		27.55
03/14/2016	BSA		147,025						80,350		66,675		66,675		66,675		27.37
03/14/2016	Stock Options		1,264,867						3,531		1,261,336		1,261,336		1,261,336		22.44
10/28/2016	BSA		145,000						77,000		68,000		68,000		68,000		18.68
10/28/2016	Stock Options		1,444,702						4,056		1,440,646		1,440,646		1,440,646		17.90
10/11/2017	BSA		200,000						120,000		80,000		80,000		80,000		24.34
10/11/2017	Stock Options		665,000								665,000		665,000		665,000		22.57
10/08/2018	Stock Options		5,000								5,000		5,000		5,000		24.80
04/24/2019	Stock Options		926,291						7,000		919,291		919,291		919,291		18.25
11/06/2019	Stock Options		30,000								30,000		30,000		30,000		11.06
07/20/2020	Stock Options		17,000								17,000		17,000		13,812		15.12
08/05/2020	Stock Options		134,000						5,000		129,000		129,000		104,811		14.62
09/11/2020	Stock Options		45,000								45,000		45,000		36,562		14.36
10/14/2020	Free shares		188,418				167,433		20,985		-		-		-		22.45
11/05/2020	Stock Options		20,500								20,500		20,500		15,375		14.62
03/04/2021	Stock Options		701,848						17,501		684,347		684,347		470,568		19.44
03/05/2021	Free shares		16,500								16,500		16,500		-		14.44
03/05/2021	Free shares		230,567						12,865		217,702		217,702		-		12.69
04/13/2021	Stock Options		27,465								27,465		27,465		18,596		16.07
05/12/2021	Free shares		2,000								2,000		2,000		-		12.70
05/12/2021	Stock Options		3,500								3,500		3,500		2,187		14.36
05/28/2021	Free shares		141,325						1,300		140,025		140,025		-		12.38
05/28/2021	Stock Options		25,000								25,000		25,000		15,625		12.69
09/30/2021	Free shares		5,525						2,100		3,425		3,425		-		11.22
09/30/2021	Stock Options		14,800						7,850		6,950		6,950		3,909		11.51
10/13/2021	Free shares		4,500								4,500		4,500		-		8.29
10/13/2021	Stock Options		9,000								9,000		9,000		4,500		10.29
11/25/2021	Free shares		2,100								2,100		2,100		-		7.84
11/25/2021	Stock Options		4,500								4,500		4,500		2,250		8.81
03/03/2022	Free shares		243,259						6,197		237,062		237,062				2.74
03/03/2022	Stock Options		666,542								666,542		666,542		228,270		4.41
03/29/2022	Free shares		1,900								1,900		1,900				4.09
03/29/2022	Stock Options		3,400								3,400		3,400		1,487		3.96
05/24/2022	Free shares		40,059						1,950		38,109		38,109				3.27
05/24/2022	Stock Options		37,580								37,580		37,580		12,516		3.48
11/08/2022	Free shares		30,000								30,000		30,000				2.37
11/08/2022	Stock Options		70,000								70,000		70,000		23,100		2.34
12/19/2022	Free shares		2,960								2,960		2,960				1.91
12/19/2022	Stock Options		2,065						-		2,065		2,065		516		2.09
01/24/2023	Free shares		-		340,750				21,645		319,105		319,105				3.09
01/24/2023	Stock Options		-		1,417,321						1,417,321		1,417,321				3.17
03/22/2023	Free shares		-		2,150				-		2,150		2,150				1.87
03/22/2023	Stock Options		-		4,300						4,300		4,300				1.91
05/04/2023	Stock Options		-		358,100				700		357,400		357,400				1.80
06/26/2023	Stock Options		-		55,690				2,500		53,190		53,190				1.74

	Total		10,592,602		2,178,311		167,433		703,908		11,899,572		11,899,572		8,252,058

16.3 Non-controlling interests

Non-controlling shareholders held a 50.9% interest in Calyxt as of December 31, 2022 and a 52.0% interest in Calyxt as of May 31, 2023. These non-controlling interests were generated during the initial public offering of Calyxt, subsequent follow-on offerings and Calyxt’s at-the-market (ATM) offering program, as well as through vesting and exercises of equity awards. On June 1, 2023, as Calyxt was deconsolidated and as a result, we derecognized non-controlling interests in Calyxt. Since June 1, 2023, there are no longer non-controlling interests as the Group holds a 100% interest in all fully consolidated entities.

Financial liabilities

12 Months Ended

Dec. 31, 2023

Disclosure of scope of consolidated and non consolidated entities [line items]

Financial liabilities

Note 13. Financial liabilities

13.1 Detail of financial liabilities


	As of December 31, 2022		As of December 31, 2023

	$ in thousands
Conditional advances		-		1,448
Lease debts		49,358		42,948
State Guaranteed loan « PGE »		13,569		8,950
EIB loan		-		18,046
EIB warrants		-		7,797
Other non-current financial liabilities		6,962		12,884
Total non-current financial liabilities and non-current lease debts		69,889		92,073
Lease debts		7,872		8,502
State Guaranteed loan « PGE »		4,972		5,162
Other current financial liabilities		116		126
Total current financial liabilities and current lease debts		12,960		13,790
Trade payables		21,456		19,069
Other current liabilities		13,179		10,219
Total Financial liabilities		117,484		135,151

Other non-current financial liabilities

As of December 31, 2023 the other non-current financial liabilities are composed of a $1.1 million loan to finance leasehold improvements in our premises in New York, a Research Tax Credit financing from BPI received in June 2022 of €5.5 million representing a non-current financial liability of $6.1 million and a new Research Tax Credit financing from BPI received in August 2023 of €5.3 million, representing a non-current financial liability of $5.9 million. As of December 31, 2022, the other non-current financial liabilities were of the same nature and amount, with the exception of the August 2023 Research Tax Credit financing.

State Guaranteed loan

State Guaranteed Loan (“Prêt Garanti par l’Etat”, or “PGE”) corresponds to Cellectis’ obtention of an €18.5 million (or $20.4 million using exchange rate as of December 31, 2023) loan from a bank syndicate formed with HSBC, Société Générale, Banque Palatine and Bpifrance. 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 0.31% to 3.35%. After an initial interest-only term of two years, the loan is amortized over up to four years at the option of the Company. The French government guarantees 90% of the borrowed amount. As of December 31, 2023, the current liability related to the PGE amounted to $5.2 million and the non-current liability amounts to $9.0 million.

Conditional advances

On March 8, 2023, we signed a grant and refundable advance agreement with BPI to partially support one of our R&D programs which corresponds to UCART 20x22 and related CMC activities. Pursuant to this agreement, we received $0.9 million as a first installment of the refundable advance on June 19, 2023 and $1.9 million as a second installment on October 6, 2023.

Repayment of this advance is due over a period of 3 years starting on March 31, 2028. The amount to be repaid is equal to the principal adjusted upwards by a discounting effect at an annual rate of 3.04%, in accordance with the European Commission’s principle for State aid. The amount of this discounting adjustment is expected to be $0.6 million and the total amount to be repaid $3.4 million.

The refundable advance from BPI is accounted for a government loan as defined by IAS 20. Because this loan bears a lower-than-market interest rate, we measure for each installment the fair value of the loan using a market interest rate and recognize the difference from the cash received as a grant. Based on a market rate of 16.1% for the first installment and 15.2% for the second installment, determined using the credit spread observed for loans contracted by Cellectis over a comparable term, we measured the fair value of the loan at $1.4 million. The difference between this $1.4 million fair value and the $2.8 million received in cash is recognized as a grant for $1.4 million. The loan is subsequently measured at amortized cost.

European Investment Bank (“EIB”) loan

On December 28, 2022, we entered into a finance contract (the “Finance Contract”) with the EIB for up to €40.0 million in loans to support our research and development activities to advance our pipeline of gene-edited allogeneic cell therapy candidate products for oncology indications (the “R&D Activities”). The Finance Contract provides for funding in three tranches, as follows: (i) an initial tranche of €20.0 million (“Tranche A”); (ii) a second tranche of €15.0 million (“Tranche B”); and (iii) a third tranche of €5.0 million (“Tranche C,” and each of Tranche A, Tranche B, and Tranche C, a “Tranche”), each issuable only in full. Each of our material subsidiaries guarantees our obligations under the Finance Contract. On March 30, 2023, the Company and EIB entered into a Subscription Agreement for Warrants to be Issued by Cellectis S.A. (the “Warrant Agreement”), as required by the Finance Contract.

On March 28, 2023, the Company issued 2,779,188 Tranche A Warrants to EIB, in accordance with the terms of the 11th resolution of the shareholders’ meeting held on June 28, 2022 and articles L. 228-91 and seq. of the French Commercial Code, representing 5.0% of the Company’s outstanding share capital as at their issuance date. The exercise price of the Tranche A Warrants is equal to €1.92, corresponding to 99% of the volume-weighted average price per share of the Company’s ordinary shares over the last 3 trading days preceding their issuance. Tranche A will mature six years from its disbursement date. Interest on Tranche A shall be paid in kind, shall be capitalized annually by increasing the principal amount of Tranche A, and shall accrue at a rate equal to 8% per annum. The EIB proceeded to the payment of the €20 million on April 17, 2023.

On April 4, 2023, Cellectis announced the drawdown of the €20 million Tranche A. The disbursement of Tranche A was subject to, among other conditions, (i) the issuance of a specified number of warrants to the benefit of EIB (the “Tranche A Warrants”) and (ii) the completion of certain clinical development milestone by a Cellectis’ licensee, and, as of April 4, 2023, each of (i) and (ii) had been satisfied.

Each EIB Warrant will entitle EIB to one ordinary share of the Company in exchange for the exercise price (subject to applicable adjustments and anti-dilution provisions). The EIB Warrants have an exercise price per share equal to 99% of the weighted average price per share of the Company over the last three trading days prior to their issuance. The EIB Warrants with respect to Tranche B and Tranche C are only issuable if the Company elects to drawdown such tranches.

The EIB Warrants expire on the twentieth anniversary of their issuance date, at which time such unexercised EIB Warrants will be automatically deemed null and void. Any outstanding EIB Warrant will become exercisable following the earliest to occur of (i) a change of control event, (ii) the maturity date of Tranche A, (iii) a public take-over bid approved by the Company’s board of directors, (iv) a sale of all or substantially all of certain assets of Cellectis and its subsidiaries, (v) a debt repayment event (i.e. any mandatory repayment pursuant to the Finance Contract or any voluntary payment more than 75% of any Tranche) in respect of one or more Tranches, , or (vi) the receipt of a written demand for repayment from EIB in connection with an event of default under the Finance Agreement (each an “Exercise Event”).

Following any Exercise Event and until expiration of the applicable EIB Warrants, EIB may exercise a put option by which EIB may require the Company to repurchase all or part of the then-exercisable but not yet exercised EIB Warrants. The exercise of such put option would be at the fair market value of the EIB Warrants, subject to a cap equal to the aggregate principal amount disbursed by EIB pursuant to the Finance Contract at the time of the put option, reduced by certain repaid amounts, at the time of exercise of the put option.

Furthermore, in the case of any public take-over bid from a third party or a sale of all outstanding shares of the Company to any person or group of persons acting in concert, the Company shall, subject to certain conditions including the sale by certain shareholders of all of their shares and other securities, be entitled to repurchase all, but not less than all, of the EIB Warrants, at a price equal to the greater of (a) 0.3 times the amount disbursed by the EIB under the Finance Contract divided by the aggregate number of EIB Warrants issued (reduced by the number of exercised EIB Warrants), and (b) the fair market value of the EIB Warrants.

The Company has a right of first refusal to repurchase the EIB Warrants that are offered for sale to a third party under the same terms and conditions of such third party’s offer, provided that such right of first refusal does not apply if the contemplated sale occurs within the scope of a public take-over bid by a third party.

The Finance Contract and the Warrant Agreement are separate contracts as their maturities differ and as the warrants are transferable (subject to certain conditions). Therefore, the warrants are accounted for separately from the loan.

The €20.0 million Tranche A loan is classified as a financial liability measured at amortized cost. At initial recognition, i.e. on April 17, 2023, the fair value of this loan included $0.3 million of transaction costs disbursed in cash and the $5.2 million fair value of the warrants (see below Derivative Instruments) as the warrants were analyzed as being as part of the consideration given to EIB for the purpose of obtaining the loan. The initial fair value of the loan is $16.2 million. The loan is subsequently measured at amortized cost, the effective interest rate of the loan being 13.4%.

Derivative Instruments – EIB Warrants

The Tranche A Warrants issued in favor of the EIB in relation to the Tranche A disbursement in the form of 2,779,188 Bons de Souscription d’Actions (“BSA”) are derivative instruments.

Because of the terms and conditions of the EIB’s put option, we consider that the put option and the Tranche A Warrants are to be treated as a single compound derivative.

Because of the terms and conditions of the Company’s call option, we consider it highly unlikely that the Company will exercise the call option. Accordingly, the call option has been valued at zero as of December 31, 2023.

The “fixed for fixed” rule of IAS 32, which states that derivatives shall be classified as equity if they can only be settled by the delivery of a fixed number of shares in exchange for a fixed amount of cash or another financial asset, is not met because under specific circumstances Cellectis may be required to repurchase the warrants at their fair market value (subject to a cap).

As they are not equity instruments, the Tranche A Warrants and attached put option are to be classified as a financial liability and will be measured at fair value through profit and loss.

The fair value of the Tranche A Warrants and put option has been estimated using a Longstaff Schwartz approach. Considering its unobservable parameters, this financial instrument is considered as a level 3 derivative.

This approach is most appropriate to estimate the value of American options (which may be exercised any time from an exercise event until maturity) with complex exercise terms (EIB can exercise the Tranche A warrants on the basis of Cellectis’ spot share price or exercise the put option on the basis of the average price of the shares over 90 days).

The Longstaff Schwartz approach is also based on the value of the underlying share price at the valuation date, the observed volatility of the company’s historical share price and the contractual life of the instruments.

The assumptions and results of the warrants valuation are detailed in the following tables:


	Warrants Tranche A
Grant date *	4/17/2023
Expiration date	4/17/2043
Number of options granted	2,779,188
Share entitlement per option	1
Exercise price (in euros per option)	1.92
Valuation method	Longstaff Schwartz

* The grant date retained is the collection date of the Tranche A as this is the issuance date defined in the contract.


	Warrants Tranche A
	As of April 17, 2023			As of December 31, 2023
Number of warrants granted	2,779,188				2,779,188
Share price (in euros)	1.87				2.76
Average life of options (in years)	20			19.55
Expected volatility	81.3%				67.6	%
Put option cap (in € thousands)	7.196			8.256
Discount rate	2.85%				2.5	%
Expected dividends		0	%		0	%
Fair value per options (in euros per share)	1.73				2.54
Fair value in $ thousands		5,280			7,797

The change in fair value of Tranche A warrants of $2.5 million between initial recognition and December 31, 2023 was recognized in financial income.

We conducted sensitivity analysis on the expected volatility of 5% as a standard practice. As shown in the tables below, the sensitivity of the fair value to the expected volatility is not significant:


As of April 17, 2023	Fair value in $ thousands
Expected volatility -5%		5,261
Expected volatility		5,280
Expected volatility +5%		5,286


As of December 31, 2023	Fair value in $ thousands
Expected volatility -5%		7,690
Expected volatility		7,797
Expected volatility +5%		7,871

13.2 Due dates of the financial liabilities


Balance as of December 31, 2023	Book value		Less than One Year		One to Five Years		More than Five Years
	$ in thousands
Lease debts		51,450		8,502		28,369		14,579
Financial liabilities		54,413		5,289		21,862		27,263
Financial liabilities		105,863		13,790		50,230		41,842
Trade payables		19,069		19,069		-		-
Other current liabilities		10,219		10,219		-		-
Total financial liabilities		135,151		43,078		50,230		41,842


Balance as of December 31, 2022	Book value		Less than One Year		One to Five Years		More than Five Years
	$ in thousands
Lease debts		57,230		7,872		26,412		22,946
Financial liabilities		25,619		5,088		19,947		584
Financial liabilities		82,849		12,960		46,359		23,530
Trade payables		21,456		21,456		-		-
Other current liabilities		13,179		13,179		-		-
Total financial liabilities		117,484		47,595		-		-

Scope of Consolidation and Non-Consolidated Entities - Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Jun. 30, 2023

Sep. 30, 2023

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

$ 125,941

$ 236,474

$ 308,846

$ (15,928)

(49,165)

(66,648)

(108,443)

(114,034)

(125,107)

997

663

1,994

(8,955)

(14,999)

(16,105)

(48,168)

(65,985)

(106,449)

(122,989)

(140,106)

69,985

^[1]

46,954

(1,455)

(2,316)

7,125

4,472

9,092

10,175

13,118

(257)

(259)

(187)

^[2]

Disclosure of scope of consolidated and non consolidated entities [line items]

$ 96,558

96,558

76,123

84,695

125,941

$ 236,474

Cellectis Inc [Member]

$ 25,017

25,073

Share Capital Ordinary Shares [member]

$ (1,459)

$ (2,049)

^[3]

$ (570)

Disclosure of scope of consolidated and non consolidated entities [line items]

Beginning balance, shares

45,675,968

45,484,310

42,780,186

$ 2,955

$ 2,945

$ 2,785

25,907,800

^[1]

2,415,630

$ 1,401

^[1]

$ 143

Ending balance, shares

55,583,768

71,751,201

45,675,968

45,484,310

Share Capital Ordinary Shares [member] | Cellectis Inc [Member]

$ 3,491

$ 3,492

$ 4,365

$ 2,955

$ 2,945

Disclosure of scope of consolidated and non consolidated entities [line items]

9,907,800

Disclosure of scope of consolidated and non consolidated entities [line items]

$ 536

$ 537

583,122

934,696

872,134

68,584

^[1]

46,811

(1,455)

(2,049)

(570)

(2,316)

5,119

2,466

7,086

8,071

12,497

(133,976)

(134,273)

(133,958)

^[2]

(359,076)

(27)

Disclosure of scope of consolidated and non consolidated entities [line items]

477,291

474,391

522,785

583,122

934,696

24,482

24,536

Currency Translation Adjustment [member]

(1,459)

(2,049)

^[3]

(570)

Disclosure of scope of consolidated and non consolidated entities [line items]

(28,605)

(18,021)

(4,089)

(439)

(877)

(73)

(10,583)

(13,932)

(439)

(877)

(73)

(10,583)

(13,932)

Retained Earnings (Deficit) [member]

(37,050)

(37,505)

(36,690)

(28,605)

(18,021)

Disclosure of scope of consolidated and non consolidated entities [line items]

(333,365)

(584,129)

(505,961)

(32)

597

1,983

240

(32)

597

1,983

240

(106,139)

(114,197)

(81,074)

342

343

^[4]

133,814

134,125

133,868

^[2]

359,076

Disclosure of scope of consolidated and non consolidated entities [line items]

(305,392)

(304,994)

(304,707)

(333,365)

(584,129)

Income (Loss) [member]

(106,139)

(114,197)

(81,074)

(41,781)

(59,264)

(101,059)

(106,139)

(114,197)

(41,781)

(59,264)

(101,059)

(106,139)

(114,197)

106,139

114,197

81,074

Attributable to Shareholders of Cellectis [member]

(41,781)

(59,264)

(101,059)

(106,139)

(114,197)

Disclosure of scope of consolidated and non consolidated entities [line items]

117,968

221,293

283,795

(41,781)

(59,264)

(101,059)

(106,139)

(114,197)

(471)

(822)

524

(8,600)

(13,693)

(42,252)

(60,086)

(100,535)

(114,739)

(127,890)

69,985

^[1]

46,954

(1,455)

(2,316)

342

343

^[4]

5,119

2,466

7,086

8,071

12,497

(163)

(148)

(90)

^[2]

Attributable to Shareholders of Cellectis [member] | Cellectis Inc [Member]

96,558

76,121

84,695

117,968

221,293

Disclosure of scope of consolidated and non consolidated entities [line items]

25,017

25,073

Non controlling Interests [member]

(1,459)

(2,049)

^[3]

(570)

Disclosure of scope of consolidated and non consolidated entities [line items]

7,973

15,181

25,051

(7,384)

(7,894)

(10,910)

1,468

1,485

1,470

(355)

(1,306)

(5,916)

(5,899)

(5,914)

(8,250)

(12,216)

(342)

(343)

^[4]

2,006

2,105

621

(95)

(111)

(97)

^[2]

Disclosure of scope of consolidated and non consolidated entities [line items]

7,973

$ 15,181

Calyxt Inc [Member]

329

(212)

OCI Reclassification pursuant to Calyxt's deconsolidation

(3,625)

^[5]

(8,019)

(8,036)

(8,022)

^[6]

Calyxt Inc [Member] | Currency Translation Adjustment [member]

Disclosure of scope of consolidated and non consolidated entities [line items]

OCI Reclassification pursuant to Calyxt's deconsolidation

(8,007)

(8,024)

(8,012)

^[6]

Calyxt Inc [Member] | Retained Earnings (Deficit) [member]

Disclosure of scope of consolidated and non consolidated entities [line items]

162

OCI Reclassification pursuant to Calyxt's deconsolidation

(104)

(12)

(10)

^[6]

Calyxt Inc [Member] | Attributable to Shareholders of Cellectis [member]

Disclosure of scope of consolidated and non consolidated entities [line items]

162

OCI Reclassification pursuant to Calyxt's deconsolidation

(104)

(8,019)

(8,036)

(8,022)

^[6]

Calyxt Inc [Member] | Non controlling Interests [member]

Disclosure of scope of consolidated and non consolidated entities [line items]

168

(108)

Previously Reported [member]

(3,625)

^[5]

Disclosure of scope of consolidated and non consolidated entities [line items]

125,941

$ 125,941

(13,583)

(46,108)

(63,590)

997

663

(13,760)

(45,111)

(62,927)

(1,455)

4,905

2,252

(257)

(259)

Previously Reported [member] | Cellectis Inc [Member]

$ 96,558

96,558

76,123

$ 125,941

Disclosure of scope of consolidated and non consolidated entities [line items]

$ 25,017

25,073

Previously Reported [member] | Share Capital Ordinary Shares [member]

$ (1,459)

Disclosure of scope of consolidated and non consolidated entities [line items]

Beginning balance, shares

45,675,968

$ 2,955

Ending balance, shares

55,583,768

45,675,968

Previously Reported [member] | Share Capital Ordinary Shares [member] | Cellectis Inc [Member]

$ 3,491

$ 3,492

$ 2,955

Disclosure of scope of consolidated and non consolidated entities [line items]

9,907,800

Previously Reported [member] | Premiums Related to Share Capital [member]

$ 536

$ 537

Disclosure of scope of consolidated and non consolidated entities [line items]

583,122

(1,455)

4,053

1,400

(133,976)

(134,273)

Previously Reported [member] | Premiums Related to Share Capital [member] | Cellectis Inc [Member]

476,224

473,325

583,122

Disclosure of scope of consolidated and non consolidated entities [line items]

24,482

24,536

Previously Reported [member] | Currency Translation Adjustment [member]

(1,459)

Disclosure of scope of consolidated and non consolidated entities [line items]

(28,605)

(415)

(859)

(415)

(859)

Previously Reported [member] | Retained Earnings (Deficit) [member]

(37,050)

(37,505)

(28,605)

Disclosure of scope of consolidated and non consolidated entities [line items]

(333,365)

(42)

(42)

(106,139)

342

343

133,824

134,131

Previously Reported [member] | Income (Loss) [member]

(305,392)

(304,994)

(333,365)

Disclosure of scope of consolidated and non consolidated entities [line items]

(106,139)

(40,715)

(58,197)

(40,715)

(58,197)

106,139

Previously Reported [member] | Attributable to Shareholders of Cellectis [member]

(40,715)

(58,197)

(106,139)

Disclosure of scope of consolidated and non consolidated entities [line items]

117,968

(40,715)

(58,197)

(458)

(805)

(41,172)

(59,002)

(1,455)

342

343

4,053

1,400

(152)

(142)

Previously Reported [member] | Attributable to Shareholders of Cellectis [member] | Cellectis Inc [Member]

96,558

76,121

117,968

Disclosure of scope of consolidated and non consolidated entities [line items]

25,017

25,073

Previously Reported [member] | Non controlling Interests [member]

(1,459)

Disclosure of scope of consolidated and non consolidated entities [line items]

7,973

$ 7,973

(5,393)

1,454

1,468

(3,939)

(3,925)

(342)

(343)

852

(105)

(117)

Previously Reported [member] | Calyxt Inc [Member]

$ 7,973

Disclosure of scope of consolidated and non consolidated entities [line items]

OCI Reclassification pursuant to Calyxt's deconsolidation

(4,440)

(8,042)

(8,060)

Previously Reported [member] | Calyxt Inc [Member] | Currency Translation Adjustment [member]

Disclosure of scope of consolidated and non consolidated entities [line items]

OCI Reclassification pursuant to Calyxt's deconsolidation

(8,030)

(8,041)

Previously Reported [member] | Calyxt Inc [Member] | Retained Earnings (Deficit) [member]

Disclosure of scope of consolidated and non consolidated entities [line items]

OCI Reclassification pursuant to Calyxt's deconsolidation

(12)

(19)

Previously Reported [member] | Calyxt Inc [Member] | Attributable to Shareholders of Cellectis [member]

Disclosure of scope of consolidated and non consolidated entities [line items]

OCI Reclassification pursuant to Calyxt's deconsolidation

(8,042)

(8,060)

Previously Reported [member] | Calyxt Inc [Member] | Non controlling Interests [member]

Disclosure of scope of consolidated and non consolidated entities [line items]

Disclosure of scope of consolidated and non consolidated entities [line items]

(4,440)

Adjustment [member]

(2,345)

(3,058)

$ (2,345)

$ (3,058)

[1]	During the year ended December 31, 2023, 9,907,800 shares were issued in a February 2023 follow-on offering of American Depositary Shares (ADSs) with gross proceeds of $24.8 million (the Cellectis Follow-on Offering). During the year ended December 31, 2023, 16,000,000 shares were issued on November 6, 2023 in connection with the AstraZeneca Initial Investment Agreement (the "IIA") of $80.0 million at a price of $5 per share. Following settlement and delivery of the new shares, AstraZeneca owns approximately 22% of the share capital, and 21% of the voting rights of the Company, has the right to nominate a non-voting observer on the board of directors of Cellectis, and has the right to participate pro rata in Cellectis’s future share offerings. A portion of the Initial Investment Agreement proceeds equal to $35.7 million was reallocated to the transaction price of the Joint Research and Collaboration Agreement ("AZ JRCA") with AstraZeneca collaboration agreement and recorded as deferred revenue. The amount is reflected as a deduction from the share premium. The remaining consideration received, after reallocation of the AZ JRCA and foreign exchange impact as of December 31, 2023, representing $44.9 million is reflected in share capital for $0.9 million and share premium for $44.0 million. Further details on the interdependence between the AZ JRCA and SIA are provided in Note 2.6 to the financial statements "Accounting treatment of significant transactions of the period".
[2]	Other movements include mainly the absorption of $134.1 million of retained earnings into share premium, approved during the annual shareholders meeting of June 27, 2023, in accordance with French Law. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities.
[3]	The transaction costs recognized as a reduction of share premium during the year ended December 31, 2023 correspond to the $1.4 million issuance costs incurred in 2023 in connection with the Cellectis Follow-on Offering (in addition to the $0.6 million costs already incurred and deducted from Equity in the fourth quarter of 2022) and the $0.6 million issuance costs related to AstraZeneca initial investment.
[4]	Operations between shareholders during the year-end period ended December 31, 2023 correspond to the reduction in Cellectis’ percentage of interest in Calyxt from 49.1% at December 31, 2022 to 48.0% at May 31, 2023, without a change in the consolidation method until May 31, 2023.
[5]	On May 31, 2023, Calyxt consummated the Merger (as defined below) with Cibus Global. As from the consummation of the Merger, Cellectis has lost control over Calyxt and we proceeded with its deconsolidation. The net impact on Total Shareholders’ Equity corresponds to the derecognition of minority interests in Calyxt for $3.6 million.
[6]	We have reclassified at the date of loss of control amounts previously recognized in other comprehensive income related to Calyxt that should be reclassified in profit or loss according to IFRS 10.

Discontinued operations

12 Months Ended

Dec. 31, 2023

Discontinued Operations [Abstract]

Discontinued operations

Note 5. Discontinued operations

Accounting policies

Non-current assets held for sale and disposal groups

In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, non-current assets (including property, plant and equipment and intangible assets) and disposal groups (a group of assets to be disposed of) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction and when the following conditions are met: i) management is committed to a plan to sell; ii) the asset or disposal group is available for immediate sale; iii) an active program to locate a buyer is initiated; iv) the sale is highly probably, within 12 months of classification as held for sale; v) the asset or disposal group is being actively marketed for sale at a sales price reasonable in relation to its fair value; and vi) actions required to complete the plan indicate that it is unlikely that plan will be significantly changed or withdrawn.

Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell, as appropriate.

Depreciation and amortization on these assets cease when they meet the criteria to be classified as non-current assets held for sale.

Non-current assets and related liabilities classified as held for sale are presented separately and are considered as current items in the statement of consolidated financial position.

Discontinued operations

The Group classifies as discontinued operations a component of the Group that either has been disposed of, or is classified as held for sale, and i) represents a separate major line of business or geographical area of operations; ii) is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or iii) is a subsidiary acquired exclusively with a view to resell.

The components of profit or loss after taxes from discontinued operations and the post-tax gain or loss recognized on the measurement to fair value less costs to sell or on the disposal of the assets or disposal groups constituting the discontinued operation would be presented as a single line item in the statement of consolidated comprehensive income.

Cash flows generated by the assets or disposal groups constituting the discontinued operation are presented as a single line item within each of the categories of cash flows in the statement of consolidated cash flows.

Details of discontinued operations and disposal groups

On November 23, 2022, Calyxt received a non-binding letter of intent from Cibus Global regarding a potential reverse merger with Calyxt (with Calyxt absorbing Cibus Global). On January 13, 2023, Calyxt, Calypso Merger Subsidiary, LLC, a wholly-owned subsidiary of Calyxt, Cibus Global and certain other parties, entered into the Merger Agreement with respect to the Merger. In connection with the Merger Agreement, Cellectis executed a voting agreement with Cibus Global to vote in favor of and approve all the transactions contemplated by the Merger Agreement, subject to the terms and conditions thereof.

On May 31, 2023, Calyxt consummated the Merger, and effective on June 1, 2023, the combined company operates under the name Cibus, Inc. Consequently, Cellectis S.A. owned 2.9% of the equity interests of the merged combined company, resulting in a loss of

control by the Group over Calyxt. Cellectis S.A. owned 479,264 shares out of Calyxt’s total outstanding shares of 997,745 shares immediately prior to the Merger (in each case, after giving effect to Calyxt’s 1-for-10 reverse stock split, which became effective on April 24, 2023, and Calyxt’s 1-for-5 reverse stock split, which became effective on May 31, 2023). Among other things, as part of the Merger, each share of Calyxt’s common stock existing and outstanding immediately prior to the Merger remained outstanding as a share of Class A Common Stock, without any conversion or exchange thereof, and Calyxt issued approximately 16,527,484 shares of Class A Common Stock to unitholders of Cibus Global based on an exchange ratio set forth in the Merger Agreement.

The Group considers that Calyxt met the definition of a group of assets held for sale as the criteria defined by IFRS 5 were met on November 23, 2022 and until the loss of control and deconsolidation on May 31, 2023. In the present financial statements, Calyxt is therefore classified as a disposal group held for sale in December 31, 2022 and as a discontinued operation for the years ended December 2023, 2022 and 2021 and for the five-month period ended May 31, 2023. All tables referring to the year-end period ended December 31, 2023 present Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023, the date of deconsolidation.

As prescribed by IFRS 5, Calyxt’s assets and liabilities are measured at the lower of their carrying amount and their fair value less costs to sell from November 23, 2022 and until derecognition on June 1, 2023. No gain or loss was recognized pursuant to this measurement.

The results of Calyxt are as follows :


	For the year ended December 31,
	2021			2022			2023 **

Revenues and other income		28,475			157			43
Operating expenses		(55,671	)		(21,342	)		(10,944	)
Operating income (loss)		(27,196	)		(21,186	)		(10,901	)
Net Financial gain (loss)		(1,162	)		5,840			(3,307	)
Profit from deconsolidation								22,600
Net income (loss) from discontinued operations and gain on deconsolidation		(28,358	)		(15,345	)		8,392

** Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation

The earning per share attributable to Calyxt is as follows :17


	For the year ended December 31,
	2021			2022			2023 **

Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations		(0.39	)		(0.16	)		0.28

** Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation

The net cash flows incurred by Calyxt are as follows:


	For the year ended December 31,
	2021			2022			2023 **

Net cash flows provided by (used in) operating activities of discontinued operations		(16,746	)		(18,601	)		(3,644	)
Net cash flows provided by (used in) investing activities of discontinued operations		10,979			(446	)		79
Net cash flows provided by (used in) financing activities of discontinued operations		2,294			8,650			1,781
(Decrease) increase in cash and cash equivalents		(3,473	)		(10,396	)		(1,784	)

** Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation

The major classes of assets and liabilities of Calyxt classified as held for sale are as follows:


	As of December 31,		As of May 31,			As of December 31,
	2022		2023			2023

Intangible assets		697		697			-
Property, plant, and equipment		4,110		4,118			-
Right-of-use assets		13,263		13,139			-
Other non-current assets		-		-			-
Other current assets		272		119			-
Cash and cash equivalents		3,427		1,642			-
Total assets held for sale		21,768		19,714			-

Non-current lease debts		13,387		13,140			-
Other non-current liabilities		-		-			-
Current financial liabilities		267		5,647			-
Current lease debts		463		406			-
Trade payables		747		4,097			-
Other current liabilities		-		301			-
Total liabilities related to assets held for sale		14,864		23,592			-

Net assets held for sale		6,903		(3,878	)		-

Discontinued Operations - Additional Information (Details) - shares	May 31, 2023	Apr. 24, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Income Statement Of Discontinued Operations [Line Items]
Total outstanding shares			71,751,201	45,675,968	45,484,310	42,780,186
Calyxt [Member]
Schedule Of Income Statement Of Discontinued Operations [Line Items]
Percentage of shareholding diluted of merged entity	2.90%
Stock Holders Equity Reverse Stock Split	1-for-5	1-for-10
Number of shares owned	479,264
Total outstanding shares	997,745
Total number of shares issued	16,527,484

Information Concerning the Group's Consolidated Operations - Details of Financial Income and Expenses (Detail) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finance income expense [abstract]
Income from cash, cash equivalents and financial assets				$ 3,614	$ 1,120	$ 719
Foreign exchange gains				17,618	7,541	11,860
Gain on fair value measurement				245
Other financial income				2	219	638
Financial income	$ 10,440	$ 11,214	$ 16,133	21,479	8,880	13,218
Interest on financial liabilities				(2,246)	(371)	(368)
Foreign exchange losses				(13,402)	(1,481)	(2,119)
Loss on fair value measurement				(20,813)
Interest on lease liabilities				(3,061)	(3,416)	(3,803)
Other financial expenses				(1,121)	(12,546)	(197)
Total Financial expenses	(16,284)	(21,461)	(23,085)	(40,642)	(17,815)	(6,486)
Net Financial gain (loss)	$ (5,845)	$ (10,247)	$ (6,952)	$ (19,163)	$ (8,935)	$ 6,731

Information Concerning the Group's Consolidated Operations - Disclosure of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Changes in deferred tax liability (asset) [abstract]
Credits and net operating loss carryforwards	$ 155,673	$ 124,263	$ 157,823
Capitalization of R&D expenses under SEC 174 rule	4,092	2,792	0
Pension commitments	550	597	1,018
Leases liabilities	11,478	12,698	17,660
Revaluations of financial assets	15,830	0	0
Deferred tax assets from other deductible differences	772	1,452	1,728
Non-recognition of deferred tax assets	(177,001)	(128,448)	(155,982)
Deferred tax assets	11,392	13,354	22,247
Accelerated depreciation of assets for tax purposes	(740)	(1,286)
Right-of-use assets and other leases-related effects	(10,401)	(11,923)	(16,547)
Deferred tax liabilities from other taxable differences	(410)	(145)	(5,700)
Deferred tax liabilities	(11,550)	(13,354)	(22,247)
Net deferred tax assets/(liabilities)	$ (158)	$ 0	$ 0

Financial liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Detail of financial liabilities


	As of December 31, 2022		As of December 31, 2023

	$ in thousands
Conditional advances		-		1,448
Lease debts		49,358		42,948
State Guaranteed loan « PGE »		13,569		8,950
EIB loan		-		18,046
EIB warrants		-		7,797
Other non-current financial liabilities		6,962		12,884
Total non-current financial liabilities and non-current lease debts		69,889		92,073
Lease debts		7,872		8,502
State Guaranteed loan « PGE »		4,972		5,162
Other current financial liabilities		116		126
Total current financial liabilities and current lease debts		12,960		13,790
Trade payables		21,456		19,069
Other current liabilities		13,179		10,219
Total Financial liabilities		117,484		135,151

Disclosure of assumptions and results of the warrants valuation

The assumptions and results of the warrants valuation are detailed in the following tables:


	Warrants Tranche A
Grant date *	4/17/2023
Expiration date	4/17/2043
Number of options granted	2,779,188
Share entitlement per option	1
Exercise price (in euros per option)	1.92
Valuation method	Longstaff Schwartz

* The grant date retained is the collection date of the Tranche A as this is the issuance date defined in the contract.


	Warrants Tranche A
	As of April 17, 2023			As of December 31, 2023
Number of warrants granted	2,779,188				2,779,188
Share price (in euros)	1.87				2.76
Average life of options (in years)	20			19.55
Expected volatility	81.3%				67.6	%
Put option cap (in € thousands)	7.196			8.256
Discount rate	2.85%				2.5	%
Expected dividends		0	%		0	%
Fair value per options (in euros per share)	1.73				2.54
Fair value in $ thousands		5,280			7,797

Disclosure of sensitivity analysis on the expected volatility


As of April 17, 2023	Fair value in $ thousands
Expected volatility -5%		5,261
Expected volatility		5,280
Expected volatility +5%		5,286


As of December 31, 2023	Fair value in $ thousands
Expected volatility -5%		7,690
Expected volatility		7,797
Expected volatility +5%		7,871

Due dates of the financial liabilities


Balance as of December 31, 2023	Book value		Less than One Year		One to Five Years		More than Five Years
	$ in thousands
Lease debts		51,450		8,502		28,369		14,579
Financial liabilities		54,413		5,289		21,862		27,263
Financial liabilities		105,863		13,790		50,230		41,842
Trade payables		19,069		19,069		-		-
Other current liabilities		10,219		10,219		-		-
Total financial liabilities		135,151		43,078		50,230		41,842


Balance as of December 31, 2022	Book value		Less than One Year		One to Five Years		More than Five Years
	$ in thousands
Lease debts		57,230		7,872		26,412		22,946
Financial liabilities		25,619		5,088		19,947		584
Financial liabilities		82,849		12,960		46,359		23,530
Trade payables		21,456		21,456		-		-
Other current liabilities		13,179		13,179		-		-
Total financial liabilities		117,484		47,595		-		-

Earnings Per Share - Details of Earnings Per Share (Detail) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Jun. 30, 2023

Sep. 30, 2023

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Earnings per share [abstract]

Net income (loss) attributable to shareholders of Cellectis ($ in thousands)

$ (101,059)

$ (106,139)

$ (114,197)

Net income (loss) attributable to shareholders of Cellectis from discontinued operations ($ in thousands)

$ 15,776

$ (7,451)

$ (17,448)

Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net result per share

57,012,815

45,547,359

44,820,279

Adjusted weighted average number of outstanding shares, net of effects of dilutive potential ordinary shares

57,012,815

45,547,359

44,820,279

Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share)

$ (0.2)

$ (0.78)

$ (1.09)

$ (1.77)

$ (2.33)

$ (2.55)

Basic net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share)

0.33

$ 0.29

0.29

0.28

^[1]

(0.16)

(0.39)

Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share)

(0.2)

(1.09)

(1.77)

(2.33)

(2.55)

Diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share)

$ 0.33

$ 0.29

$ 0.28

^[1]

$ (0.16)

$ (0.39)

[1]	Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation

Other Current Liabilities - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Other current liabilities [abstract]
Decrease in other current liabilities	$ 3.0	$ 3.0

Scope of consolidation and non-consolidated entities (Tables)

12 Months Ended

Dec. 31, 2023

Disclosure of analysis of single amount of discontinued operations [line items]

The Effect of Adjustments on Cellectis' Statements of Financial Position and Statements of Operations

The effect of these adjustments on Cellectis' consolidated statements of financial position, consolidated statements of operations, statements of consolidated comprehensive income and consolidated statements of changes in shareholders equity for each period concerned is presented below. We do not present consolidated cash flows statements for the six-month period ended June 30, 2023 and the nine-month period ended September 30, 2023 as the adjustments have no effect on the net cash flows from operating, investment or financing activities. There are no material adjustments relating to three-month period ended March 31, 2023, three-month period ended September 30, 2023 or to periods prior to 2023.

For the three and six-month periods ended June 30, 2023 (unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)


	As of June 30, 2023 reported (unaudited)			Adjustments			As of June 30, 2023 corrected (unaudited)
	$ in thousands
ASSETS
Total non-current assets		114,389						114,389
Total current assets		113,285						113,285
Total assets held for sale
TOTAL ASSETS		227,674						227,674

LIABILITIES
Shareholders’ equity
Share capital		3,491						3,491
Premiums related to the share capital		476,224			1,066			477,291
Currency translation adjustment		(37,050	)					(37,050	)
Retained earnings		(305,392	)					(305,392	)
Net income (loss)		(40,715	)		(1,066	)		(41,781	)
Total shareholders’ equity - Group Share		96,558						96,558
Non-controlling interests
Total shareholders’ equity		96,558						96,558
Total non-current liabilities		89,068						89,068
Total current liabilities		42,047						42,047
Total liabilities related to asset held for sale
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		227,674						227,674

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


	For the six-month period ended June 30, 2023 reported (unaudited)			Adjustments			For the six-month period ended June 30, 2023 corrected (unaudited)
	$ in thousands
Total revenues and other income		5,560						5,560
Total operating expenses		(52,612	)					(52,612	)
Financial income		33,041			(21,827	)		11,214
Financial expenses		(21,461	)					(21,461	)
Net Financial gain (loss)		11,580			(21,827	)		(10,247	)
Income tax		(258	)					(258	)
Income (loss) from continuing operations		(35,731	)		(21,827	)		(57,557	)
Income (loss) from discontinued operations		(10,377	)		18,769			8,392
Net income (loss)		(46,108	)		(3,058	)		(49,165	)
Attributable to shareholders of Cellectis		(40,715	)		(1,066	)		(41,781	)
Attributable to non-controlling interests		(5,393	)		(1,991	)		(7,384	)
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share)		(0.76	)		(0.02	)		(0.78	)
Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations		(0.09	)		0.39			0.29

INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (Unaudited)


	For the six-month period ended June 30, 2023 reported (unaudited)			Adjustments			For the six-month period ended June 30, 2023 corrected (unaudited)
	$ in thousands
Net income (loss)		(46,108	)		(3,058	)		(49,165	)
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations		(42	)					(42	)
Currency translation adjustment		2,272			(14	)		2,258
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations		2,272			(14	)		2,258
Other comprehensive income (loss) from discontinued operations		(1,233	)		14			(1,219	)
Total Comprehensive income (loss)		(45,111	)		(3,058	)		(48,168	)
Attributable to shareholders of Cellectis		(41,172	)		(1,080	)		(42,252	)
Attributable to non-controlling interests		(3,939	)		(1,978	)		(5,916	)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


	For the three-month period ended June 30, 2023 reported (unaudited)			Adjustments			For the three-month period ended June 30, 2023 corrected (unaudited)
	$ in thousands
Total revenues and other income		2,001						2,001
Total operating expenses		(25,660	)					(25,660	)
Financial income		32,266			(21,827	)		10,440
Financial expenses		(16,284	)					(16,284	)
Net Financial gain (loss)		15,982			(21,827	)		(5,845	)
Income tax		(258	)					(258	)
Income (loss) from continuing operations		(7,935	)		(21,827	)		(29,762	)
Income (loss) from discontinued operations		(5,647	)		19,482			13,834
Net income (loss)		(13,583	)		(2,345	)		(15,928	)
Attributable to shareholders of Cellectis		(10,648	)		(723	)		(11,371	)
Attributable to non-controlling interests		(2,935	)		(1,622	)		(4,557	)
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share)		(0.19	)		(0.01	)		(0.20	)
Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations		(0.05	)		0.38			0.33

INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (Unaudited)


	For the three-month period ended June 30, 2023 reported (unaudited)			Adjustments			For the three-month period ended June 30, 2023 corrected (unaudited)
	$ in thousands
Net income (loss)		(13,583	)		(2,345	)		(15,928	)
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations		(21	)					(21	)
Currency translation adjustment		4,751			(13	)		4,736
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations		4,751			(13	)		4,736
Other comprehensive income (loss) from discontinued operations		(4,906	)		13			(4,892	)
Total Comprehensive income (loss)		(13,760	)		(2,345	)		(16,105	)
Attributable to shareholders of Cellectis		(11,139	)		(736	)		(11,876	)
Attributable to non-controlling interests		(2,620	)		(1,609	)		(4,229	)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)


	Share Capital Ordinary Shares																Equity
	Number of shares		Amount		Premiums related to share capital			Currency translation adjustment			Retained earnings (deficit)			Income (Loss)			attributable to shareholders of Cellectis			Non controlling interests			Total Shareholders’ Equity
As of January 1, 2023		45,675,968		2,955		583,122			(28,605	)		(333,365	)		(106,139	)		117,968			7,973			125,941
Net Loss															(40,715	)		(40,715	)		(5,393	)		(46,108	)
Other comprehensive income (loss)									(415	)		(42	)		-			(458	)		1,454			997
Total comprehensive income (loss)									(415	)		(42	)		(40,715	)		(41,172	)		(3,939	)		(45,111	)
Allocation of prior period loss												(106,139	)		106,139			-						-
Capital increase of Cellectis		9,907,800		536		24,482												25,017						25,017
Transaction costs related to Cellectis’ capital increase						(1,455	)					-						(1,455	)					(1,455	)
Operation between shareholders												342						342			(342	)		-
Loss of control over Calyxt												-						-			(4,440	)		(4,440	)
OCI Reclassification pursuant to Calyxt's deconsolidation									(8,030	)		(12	)					(8,042	)		-			(8,042	)
Non-cash stock-based compensation expense						4,053						-						4,053			852			4,905
Other movements						(133,976	)					133,824						(152	)		(105	)		(257	)
As of June 30, 2023 reported (unaudited)		55,583,768		3,491		476,224			(37,050	)		(305,392	)		(40,715	)		96,558			0			96,558

As of January 1, 2023		45,675,968		2,955		583,122			(28,605	)		(333,365	)		(106,139	)		117,968			7,973			125,941
Net Loss															(41,781	)		(41,781	)		(7,384	)		(49,165	)
Other comprehensive income (loss)									(439	)		(32	)		-			(471	)		1,468			997
Total comprehensive income (loss)									(439	)		(32	)		(41,781	)		(42,252	)		(5,916	)		(48,168	)
Allocation of prior period loss												(106,139	)		106,139			-						-
Capital increase of Cellectis		9,907,800		536		24,482												25,017						25,017
Transaction costs related to Cellectis’ capital increase						(1,455	)					-						(1,455	)					(1,455	)
Operation between shareholders												342						342			(342	)		-
Loss of control over Calyxt												-						-			(3,625	)		(3,625	)
OCI Reclassification pursuant to Calyxt's deconsolidation									(8,007	)		(12	)					(8,019	)		-			(8,019	)
Non-cash stock-based compensation expense						5,119						-						5,119			2,006			7,125
Other movements						(133,976	)					133,814						(163	)		(95	)		(257	)
As of June 30, 2023 corrected (unaudited)		55,583,768		3,491		477,291			(37,050	)		(305,392	)		(41,781	)		96,558			0			96,558

For the nine-month periods ended September 30, 2023

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)


	As of September 30, 2023 reported (unaudited)			Adjustments			As of September 30, 2023 corrected (unaudited)
	$ in thousands
ASSETS
Total non-current assets		113,205						113,205
Total current assets		96,494						96,494
Total assets held for sale
TOTAL ASSETS		209,700						209,700

LIABILITIES
Shareholders’ equity
Share capital		3,492						3,492
Premiums related to the share capital		473,325			1,066			474,391
Currency translation adjustment		(37,505	)					(37,505	)
Retained earnings		(304,994	)					(304,994	)
Net income (loss)		(58,197	)		(1,066	)		(59,264	)
Total shareholders’ equity - Group Share		76,123						76,123
Non-controlling interests
Total shareholders’ equity		76,123						76,123
Total non-current liabilities		89,625						89,625
Total current liabilities		43,953						43,953
Total liabilities related to asset held for sale
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		209,700						209,700

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


	For the nine-month period ended September 30, 2023 reported (unaudited)			Adjustments			For the nine-month period ended September 30, 2023 corrected (unaudited)
	$ in thousands
Total revenues and other income		7,203						7,203
Total operating expenses		(74,926	)					(74,926	)
Operating income (loss)		(67,723	)					(67,723	)
Financial income		37,960			(21,827	)		16,133
Financial expenses		(23,085	)					(23,085	)
Net Financial gain (loss)		14,875			(21,827	)		(6,952	)
Income tax		(365	)					(365	)
Income (loss) from continuing operations		(53,213	)		(21,827	)		(75,040	)
Income (loss) from discontinued operations		(10,377	)		18,769			8,392
Net income (loss)		(63,590	)		(3,058	)		(66,648	)
Attributable to shareholders of Cellectis		(58,197	)		(1,066	)		(59,264	)
Attributable to non-controlling interests		(5,393	)		(1,991	)		(7,384	)
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share)		(1.07	)		(0.02	)		(1.09	)
Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations		(0.09	)		0.38			0.29

INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (Unaudited)


	For the nine-month period ended September 30, 2023 reported (unaudited)			Adjustments			For the nine-month period ended September 30, 2023 corrected (unaudited)
	$ in thousands
Net income (loss)		(63,590	)		(3,058	)		(66,648	)
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations		55						55
Currency translation adjustment		1,620			(18	)		1,602
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations		1,620			(18	)		1,602
Other comprehensive income (loss) from discontinued operations		(1,012	)		18			(994	)
Total Comprehensive income (loss)		(62,927	)		(3,058	)		(65,985	)
Attributable to shareholders of Cellectis		(59,002	)		(1,084	)		(60,086	)
Attributable to non-controlling interests		(3,925	)		(1,974	)		(5,899	)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)


	Share Capital Ordinary Shares																Equity
	Number of shares		Amount		Premiums related to share capital			Currency translation adjustment			Retained earnings (deficit)			Income (Loss)			attributable to shareholders of Cellectis			Non controlling interests			Total Shareholders’ Equity
As of January 1, 2023		45,675,968		2,955		583,122			(28,605	)		(333,365	)		(106,139	)		117,968			7,973			125,941
Net Loss															(58,197	)		(58,197	)		(5,393	)		(63,590	)
Other comprehensive income (loss)									(859	)		55						(805	)		1,468			663
Total comprehensive income (loss)									(859	)		55			(58,197	)		(59,002	)		(3,925	)		(62,927	)
Allocation of prior period loss												(106,139	)		106,139
Capital increase of Cellectis		9,907,800		537		24,536												25,073						25,073
Transaction costs related to Cellectis’ capital increase						(1,459	)											(1,459	)					(1,459	)
Operation between shareholders												343						343			(343	)
Loss of control over Calyxt																					(4,440	)		(4,440	)
OCI Reclassification pursuant to Calyxt's deconsolidation									(8,041	)		(19	)					(8,060	)					(8,060	)
Non-cash stock-based compensation expense						1,400												1,400			852			2,252
Other movements						(134,273	)					134,131						(142	)		(117	)		(259	)
As of September 30, 2023 reported (unaudited)		55,583,768		3,492		473,325			(37,505	)		(304,994	)		(58,197	)		76,121			(0	)		76,123

As of January 1, 2023		45,675,968		2,955		583,122			(28,605	)		(333,365	)		(106,139	)		117,968			7,973			125,941
Net Loss															(59,264	)		(59,264	)		(7,384	)		(66,648	)
Other comprehensive income (loss)									(877	)		55			-			(822	)		1,485			663
Total comprehensive income (loss)									(877	)		55			(59,264	)		(60,086	)		(5,899	)		(65,985	)
Allocation of prior period loss												(106,139	)		106,139
Capital increase of Cellectis		9,907,800		537		24,536												25,073						25,073
Transaction costs related to Cellectis’ capital increase						(1,459	)											(1,459	)					(1,459	)
Operation between shareholders												343						343			(343	)
Loss of control over Calyxt																					(3,625	)		(3,625	)
OCI Reclassification pursuant to Calyxt's deconsolidation									(8,024	)		(12	)					(8,036	)		-			(8,036	)
Non-cash stock-based compensation expense						2,466						-						2,466			2,006			4,472
Other movements						(134,273	)					134,125						(148	)		(111	)		(259	)
As of September 30, 2023 corrected (unaudited)		55,583,768		3,492		474,391			(37,505	)		(304,994	)		(59,264	)		76,121			0			76,123

Discontinued operations [member]

Disclosure of analysis of single amount of discontinued operations [line items]

Impact of Deconsolidation on Group's Financial Statements

On the date of loss of control, the profit from Calyxt’s deconsolidation is as follows:


	As of May 31,
	2023

Assets held for sale		(19,714	)
Liabilities related to assets held for sale		23,592
Non-controlling interests		3,625
Net assets, liabilities and equity derecognized		7,503

Consideration received in cash		-
Fair value of the retained investment		15,097
Consideration received		15,097

Profit from deconsolidation		22,600

Impairment Tests - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure of impairment loss and reversal of impairment loss [line items]
Impairment of assets	$ 0	$ 0
Right-of-Use Asset
Disclosure of impairment loss and reversal of impairment loss [line items]
Impairment of assets	$ 500,000

Statements of Changes in Consolidated Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	May 31, 2023	Dec. 31, 2022	Dec. 31, 2023
Par value per share		$ 0.05	$ 0.05
Impact on derecognition of shareholders equity		$ 600
Share premium [member]
Transaction costs			$ 2,049
Follow-on Offering [member]
Transaction costs			$ 1,400
American Depository Shares [Member]
Number of shares issued			9,907,800
Gross proceeds			$ 24,800
Calyxt Inc [Member]
Impact on derecognition of shareholders equity	$ 600
Proportion of ownership interest in subsidiary	48.00%
AstraZeneca [member]
Number of shares issued			16,000,000
Investment agreement			$ 80,000
Par value per share			$ 5
Percentage of share capital			22.00%
Voting rights			21.00%
Amount of premium after conversion related to operation			$ 44,900
Transaction costs		$ 600
AstraZeneca [member] \| Share capital [member]
Amount of premium after conversion related to operation			900
AstraZeneca [member] \| Share premium [member]
Proceeds from sale of ordinary shares			35,700
Amount of premium after conversion related to operation			$ 44,000

Scope of consolidation and non-consolidated entities

12 Months Ended

Dec. 31, 2023

Scope of consolidation and non-consolidated entities

Note 3. Scope of consolidation and non-consolidated entities

Consolidated entities

As of December 31, 2023, Cellectis S.A. owns 100% of Cellectis, Inc., which owns 100% of Cellectis Biologics, Inc.

For the twelve-month period ended December 31, 2023 the consolidated group of companies includes Cellectis S.A., Cellectis, Inc. and Cellectis Biologics, Inc and Calyxt, Inc. through May 31, 2023, the date of Calyxt's deconsolidation. See Non-consolidated entities below.

For the twelve-month period ended December 31, 2022 the consolidated group of companies included Cellectis S.A., Cellectis, Inc., Cellectis Biologics, Inc and Calyxt, Inc.

Investments in associates

On December 29, 2022, we entered into a Collaboration Agreement with Primera Therapeutics, Inc. (“Primera”) (the “Primera Collaboration Agreement”). Under the Primera Collaboration Agreement, Primera and Cellectis will be co-developing a mitochondrial DNA engineering toolbox for therapies to treat mitochondrial diseases.

Pursuant to this collaboration, Cellectis is contributing gene editing research, technology, manufacturing and clinical development experience and expertise. The Primera Collaboration Agreement also grants Primera a right to exercise an exclusive worldwide option to obtain a license from Cellectis on up to five product candidates developed under the Primera Collaboration Agreement. Upon Primera exercising the option, Cellectis would be eligible to receive milestone payments and royalty payments on the net sales of the products developed under the Primera Collaboration Agreement.

Pursuant to the Primera Collaboration Agreement, on May 17, 2023, Cellectis and Primera entered into a Subscription Agreement and a Shareholders Agreement under which Cellectis received 234,570 shares of common stock of Primera, representing a 19.0% ownership interest and 19% of the voting rights in Primera at that date, and a right to designate a director to Primera’s board of directors.

Consequently, we consider that, since May 17, 2023, we have significant influence over Primera as defined by IAS 28 because, in addition to voting rights, Cellectis receives and actively holds a seat on Primera’s board of directors and Cellectis provides Primera with access to essential technical information. Therefore, our investment in Primera is accounted for using the equity method starting on May 17, 2023.

On initial recognition, the investment in an associate is recognized at cost. We consider that the best estimate of the fair value of the consideration given to Primera is the fair market value of Primera’s shares received by Cellectis. The fair value of the investment is immaterial.

As of December 31, 2023, following Primera’s share capital increase that occurred after May 17, 2023, we hold 17.0% of Primera’s shares and voting rights and consider that we continue to exercise significant influence over Primera. After taking into account Primera’s net loss between May 17, 2023 and December 31, 2023 and applying our ownership rate, the value of our investment is nil. We have no legal or contractual obligation to bear losses in excess of our share.

In view of the immaterial value of our investment in Primera at inception and as of December 31, 2023, we do not present the investment in associates on a separate line in our consolidated statements of financial position or our consolidated statements of operations. Our share of Primera’s loss as of December 31, 2023, has been recognized in other operating expenses.

Non-consolidated entities

Calyxt was consolidated until May 31, 2023.

On November 23, 2022, Calyxt received a non-binding letter of intent from Cibus Global regarding a potential reverse merger with Calyxt (with Calyxt absorbing Cibus Global). With Calyxt as the surviving entity, current equityholders of Cibus Global received shares of Calyxt common stock issued for the purpose of the transaction. On January 13, 2023, Calyxt, Calypso Merger Subsidiary, LLC, a wholly-owned subsidiary of Calyxt, Cibus Global and certain other parties, entered into the Merger Agreement with respect to this Merger.

Effective November 23, 2022, assets and liabilities of Calyxt qualified for non-current assets and liabilities held for sale for all periods presented, in accordance with IFRS 5 and the statements of consolidated operations, statements of consolidated comprehensive income and statements of consolidated cash flows were adjusted to reflect the presentation of Calyxt as a discontinued operation for all period presented.

On May 31, 2023 immediately prior to the consummation of the Merger, Cellectis S.A.’s ownership interest in Calyxt amounted to 48.0%. Cellectis’ voting rights continued to give Cellectis the power to direct relevant activities of Calyxt and therefore Calyxt continued to be consolidated through the May 31, 2023. On May 31, 2023, Calyxt consummated the Merger, and effective on June 1, 2023, the combined company operates under the name of Cibus, Inc.

Among other things, as part of the Merger, each share of Calyxt’s common stock existing and outstanding immediately prior to the Merger remained outstanding as a share of Class A Common Stock, without any conversion or exchange thereof, and Calyxt issued approximately 16,527,484 shares of Class A Common Stock to unitholders of Cibus Global based on an exchange ratio set forth in the Merger Agreement. Cellectis’ equity interest in Cibus was reduced to 2.9% after the closing of the Merger, which resulted in Cellectis losing control of Cibus.

Consequently, effective June 1, 2023, Calyxt was deconsolidated. Calyxt’s results are included in the Group’s results until May 31, 2023, and continue to be presented as discontinued operations until that date.

On the date of deconsolidation, we derecognized Calyxt’s assets, liabilities and related non-controlling interests in Calyxt. We recognized the investment retained in Calyxt at its fair value and recorded a profit from deconsolidation representing the remaining net impact of the above entries. The profit from deconsolidation is included in the results of discontinued operations in accordance with IFRS 5.

We also reclassified to profit or loss the amounts recognized in other comprehensive income related to Calyxt that should be reclassified according to relevant IFRSs. This reclassification is made at parent entity level and has no impact on the profit from deconsolidation presented below.

On the date of loss of control, the profit from Calyxt’s deconsolidation is as follows:


	As of May 31,
	2023

Assets held for sale		(19,714	)
Liabilities related to assets held for sale		23,592
Non-controlling interests		3,625
Net assets, liabilities and equity derecognized		7,503

Consideration received in cash		-
Fair value of the retained investment		15,097
Consideration received		15,097

Profit from deconsolidation		22,600

Pursuant to the deconsolidation of Calyxt, our investment in Calyxt is classified as a current financial asset and measured at fair value as of December 31, 2023, as further described in Section 12.1. Changes in fair value subsequent to deconsolidation are recognized in the income statement under financial gain or loss.

Adjustments to the unaudited condensed consolidated financial statements previously reported regarding Calyxt (unaudited)

We have identified material misstatements to the unaudited condensed financial statements for the three- and six-month periods ended June 30, 2023 and the nine-month periods ended September 30, 2023 (reported respectively in Forms 6-K filed on August 7, 2023 - subsequently amended on September 5, 2023-, and on November 6, 2023).

The misstatements relate to the recognition of certain transaction costs related to the Merger.

Specifically, these costs relate to success-fees payable to an external advisor. These costs were initially considered as relating to the period after deconsolidation, and as such were not included in the Group's operating results. However, under IFRS, and in particular IAS 37, the conditions for recognizing a liability for these costs were met before the effective date of the merger (i.e. before deconsolidation), and as such should have been included in the Group's results.

The adjustments also concern the amount of share-based payment expense related to Calyxt to be included in the Group's operating results. Certain equity awards granted by Calyxt to employees and non-employee directors contained vesting acceleration clauses triggered by the occurrence of certain events such as a merger. As a result of the Merger closing, these clauses effectively triggered a vesting acceleration of certain equity awards. In accordance with IFRS, and in particular IFRS 2, the share-based payment expense to be recognized must be estimated at each closing date on the basis of the number of instruments expected to vest and the vesting period estimated by management. Considering the terms of the grant agreements and the probability of the events giving rise to the application of the acceleration clauses already existing prior to the effective Merger date, the share-based payment expense for the period prior to the effective Merger date, i.e. prior to the deconsolidation date, was initially underestimated and therefore an additional share-based payment expense should have been included in Cellectis group's results.

For the six-month period ended June 30, 2023 and the nine-month period ended September 30, 2023, the adjustments to the reported condensed consolidated financial statements are identical and amount to $2.2 million (unaudited) in share-based payment expense, $0.1 million (unaudited) in payroll tax due to the additional share-based payment expense, and $1,5 million (unaudited) in success-fees payable to an external advisor. These adjustments relate to the period from January 1, 2023 to May 31, 2023 during which Calyxt was consolidated. Due to the recognition of these additional expenses, the loss from discontinued operations and profit from deconsolidation recognized in the six-month period ended June 30, 2023 and the nine-month period ended September 30, 2023, is also adjusted by a $0.8 million (unaudited) decrease. The profit from deconsolidation, which was originally presented as financial income in the results from continuing operations in the reported condensed consolidated financial statements for the six-month period ended June 30, 2023 and the nine-month period ended September 30, 2023, has been reclassified to income (loss) from discontinued operations in the corrected condensed consolidated financial statements for these periods, in order to comply with IFRS 5, as reflected in the tables below.

For the three-month period ended June 30, 2023, the adjustments amount to $1.5 million (unaudited) in share-based payment expense, $0.1 million (unaudited) in payroll tax due to the additional share-based payment expense, $1,5 million (unaudited) in success-fees payable to an external advisor and a $0.8 million (unaudited) decrease of the profit from deconsolidation, which has been reclassified to income (loss) from discontinued operations in the corrected condensed consolidated financial statements for this period.

For the three and six-month periods ended June 30, 2023 (unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)


	As of June 30, 2023 reported (unaudited)			Adjustments			As of June 30, 2023 corrected (unaudited)
	$ in thousands
ASSETS
Total non-current assets		114,389						114,389
Total current assets		113,285						113,285
Total assets held for sale
TOTAL ASSETS		227,674						227,674

LIABILITIES
Shareholders’ equity
Share capital		3,491						3,491
Premiums related to the share capital		476,224			1,066			477,291
Currency translation adjustment		(37,050	)					(37,050	)
Retained earnings		(305,392	)					(305,392	)
Net income (loss)		(40,715	)		(1,066	)		(41,781	)
Total shareholders’ equity - Group Share		96,558						96,558
Non-controlling interests
Total shareholders’ equity		96,558						96,558
Total non-current liabilities		89,068						89,068
Total current liabilities		42,047						42,047
Total liabilities related to asset held for sale
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		227,674						227,674

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


	For the six-month period ended June 30, 2023 reported (unaudited)			Adjustments			For the six-month period ended June 30, 2023 corrected (unaudited)
	$ in thousands
Total revenues and other income		5,560						5,560
Total operating expenses		(52,612	)					(52,612	)
Financial income		33,041			(21,827	)		11,214
Financial expenses		(21,461	)					(21,461	)
Net Financial gain (loss)		11,580			(21,827	)		(10,247	)
Income tax		(258	)					(258	)
Income (loss) from continuing operations		(35,731	)		(21,827	)		(57,557	)
Income (loss) from discontinued operations		(10,377	)		18,769			8,392
Net income (loss)		(46,108	)		(3,058	)		(49,165	)
Attributable to shareholders of Cellectis		(40,715	)		(1,066	)		(41,781	)
Attributable to non-controlling interests		(5,393	)		(1,991	)		(7,384	)
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share)		(0.76	)		(0.02	)		(0.78	)
Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations		(0.09	)		0.39			0.29

INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (Unaudited)


	For the six-month period ended June 30, 2023 reported (unaudited)			Adjustments			For the six-month period ended June 30, 2023 corrected (unaudited)
	$ in thousands
Net income (loss)		(46,108	)		(3,058	)		(49,165	)
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations		(42	)					(42	)
Currency translation adjustment		2,272			(14	)		2,258
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations		2,272			(14	)		2,258
Other comprehensive income (loss) from discontinued operations		(1,233	)		14			(1,219	)
Total Comprehensive income (loss)		(45,111	)		(3,058	)		(48,168	)
Attributable to shareholders of Cellectis		(41,172	)		(1,080	)		(42,252	)
Attributable to non-controlling interests		(3,939	)		(1,978	)		(5,916	)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


	For the three-month period ended June 30, 2023 reported (unaudited)			Adjustments			For the three-month period ended June 30, 2023 corrected (unaudited)
	$ in thousands
Total revenues and other income		2,001						2,001
Total operating expenses		(25,660	)					(25,660	)
Financial income		32,266			(21,827	)		10,440
Financial expenses		(16,284	)					(16,284	)
Net Financial gain (loss)		15,982			(21,827	)		(5,845	)
Income tax		(258	)					(258	)
Income (loss) from continuing operations		(7,935	)		(21,827	)		(29,762	)
Income (loss) from discontinued operations		(5,647	)		19,482			13,834
Net income (loss)		(13,583	)		(2,345	)		(15,928	)
Attributable to shareholders of Cellectis		(10,648	)		(723	)		(11,371	)
Attributable to non-controlling interests		(2,935	)		(1,622	)		(4,557	)
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share)		(0.19	)		(0.01	)		(0.20	)
Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations		(0.05	)		0.38			0.33

INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (Unaudited)


	For the three-month period ended June 30, 2023 reported (unaudited)			Adjustments			For the three-month period ended June 30, 2023 corrected (unaudited)
	$ in thousands
Net income (loss)		(13,583	)		(2,345	)		(15,928	)
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations		(21	)					(21	)
Currency translation adjustment		4,751			(13	)		4,736
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations		4,751			(13	)		4,736
Other comprehensive income (loss) from discontinued operations		(4,906	)		13			(4,892	)
Total Comprehensive income (loss)		(13,760	)		(2,345	)		(16,105	)
Attributable to shareholders of Cellectis		(11,139	)		(736	)		(11,876	)
Attributable to non-controlling interests		(2,620	)		(1,609	)		(4,229	)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)


	Share Capital Ordinary Shares																Equity
	Number of shares		Amount		Premiums related to share capital			Currency translation adjustment			Retained earnings (deficit)			Income (Loss)			attributable to shareholders of Cellectis			Non controlling interests			Total Shareholders’ Equity
As of January 1, 2023		45,675,968		2,955		583,122			(28,605	)		(333,365	)		(106,139	)		117,968			7,973			125,941
Net Loss															(40,715	)		(40,715	)		(5,393	)		(46,108	)
Other comprehensive income (loss)									(415	)		(42	)		-			(458	)		1,454			997
Total comprehensive income (loss)									(415	)		(42	)		(40,715	)		(41,172	)		(3,939	)		(45,111	)
Allocation of prior period loss												(106,139	)		106,139			-						-
Capital increase of Cellectis		9,907,800		536		24,482												25,017						25,017
Transaction costs related to Cellectis’ capital increase						(1,455	)					-						(1,455	)					(1,455	)
Operation between shareholders												342						342			(342	)		-
Loss of control over Calyxt												-						-			(4,440	)		(4,440	)
OCI Reclassification pursuant to Calyxt's deconsolidation									(8,030	)		(12	)					(8,042	)		-			(8,042	)
Non-cash stock-based compensation expense						4,053						-						4,053			852			4,905
Other movements						(133,976	)					133,824						(152	)		(105	)		(257	)
As of June 30, 2023 reported (unaudited)		55,583,768		3,491		476,224			(37,050	)		(305,392	)		(40,715	)		96,558			0			96,558

As of January 1, 2023		45,675,968		2,955		583,122			(28,605	)		(333,365	)		(106,139	)		117,968			7,973			125,941
Net Loss															(41,781	)		(41,781	)		(7,384	)		(49,165	)
Other comprehensive income (loss)									(439	)		(32	)		-			(471	)		1,468			997
Total comprehensive income (loss)									(439	)		(32	)		(41,781	)		(42,252	)		(5,916	)		(48,168	)
Allocation of prior period loss												(106,139	)		106,139			-						-
Capital increase of Cellectis		9,907,800		536		24,482												25,017						25,017
Transaction costs related to Cellectis’ capital increase						(1,455	)					-						(1,455	)					(1,455	)
Operation between shareholders												342						342			(342	)		-
Loss of control over Calyxt												-						-			(3,625	)		(3,625	)
OCI Reclassification pursuant to Calyxt's deconsolidation									(8,007	)		(12	)					(8,019	)		-			(8,019	)
Non-cash stock-based compensation expense						5,119						-						5,119			2,006			7,125
Other movements						(133,976	)					133,814						(163	)		(95	)		(257	)
As of June 30, 2023 corrected (unaudited)		55,583,768		3,491		477,291			(37,050	)		(305,392	)		(41,781	)		96,558			0			96,558

For the nine-month periods ended September 30, 2023

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)


	As of September 30, 2023 reported (unaudited)			Adjustments			As of September 30, 2023 corrected (unaudited)
	$ in thousands
ASSETS
Total non-current assets		113,205						113,205
Total current assets		96,494						96,494
Total assets held for sale
TOTAL ASSETS		209,700						209,700

LIABILITIES
Shareholders’ equity
Share capital		3,492						3,492
Premiums related to the share capital		473,325			1,066			474,391
Currency translation adjustment		(37,505	)					(37,505	)
Retained earnings		(304,994	)					(304,994	)
Net income (loss)		(58,197	)		(1,066	)		(59,264	)
Total shareholders’ equity - Group Share		76,123						76,123
Non-controlling interests
Total shareholders’ equity		76,123						76,123
Total non-current liabilities		89,625						89,625
Total current liabilities		43,953						43,953
Total liabilities related to asset held for sale
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		209,700						209,700

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


	For the nine-month period ended September 30, 2023 reported (unaudited)			Adjustments			For the nine-month period ended September 30, 2023 corrected (unaudited)
	$ in thousands
Total revenues and other income		7,203						7,203
Total operating expenses		(74,926	)					(74,926	)
Operating income (loss)		(67,723	)					(67,723	)
Financial income		37,960			(21,827	)		16,133
Financial expenses		(23,085	)					(23,085	)
Net Financial gain (loss)		14,875			(21,827	)		(6,952	)
Income tax		(365	)					(365	)
Income (loss) from continuing operations		(53,213	)		(21,827	)		(75,040	)
Income (loss) from discontinued operations		(10,377	)		18,769			8,392
Net income (loss)		(63,590	)		(3,058	)		(66,648	)
Attributable to shareholders of Cellectis		(58,197	)		(1,066	)		(59,264	)
Attributable to non-controlling interests		(5,393	)		(1,991	)		(7,384	)
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share)		(1.07	)		(0.02	)		(1.09	)
Basic and diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations		(0.09	)		0.38			0.29

INTERIM STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (Unaudited)


	For the nine-month period ended September 30, 2023 reported (unaudited)			Adjustments			For the nine-month period ended September 30, 2023 corrected (unaudited)
	$ in thousands
Net income (loss)		(63,590	)		(3,058	)		(66,648	)
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations		55						55
Currency translation adjustment		1,620			(18	)		1,602
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations		1,620			(18	)		1,602
Other comprehensive income (loss) from discontinued operations		(1,012	)		18			(994	)
Total Comprehensive income (loss)		(62,927	)		(3,058	)		(65,985	)
Attributable to shareholders of Cellectis		(59,002	)		(1,084	)		(60,086	)
Attributable to non-controlling interests		(3,925	)		(1,974	)		(5,899	)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)


	Share Capital Ordinary Shares																Equity
	Number of shares		Amount		Premiums related to share capital			Currency translation adjustment			Retained earnings (deficit)			Income (Loss)			attributable to shareholders of Cellectis			Non controlling interests			Total Shareholders’ Equity
As of January 1, 2023		45,675,968		2,955		583,122			(28,605	)		(333,365	)		(106,139	)		117,968			7,973			125,941
Net Loss															(58,197	)		(58,197	)		(5,393	)		(63,590	)
Other comprehensive income (loss)									(859	)		55						(805	)		1,468			663
Total comprehensive income (loss)									(859	)		55			(58,197	)		(59,002	)		(3,925	)		(62,927	)
Allocation of prior period loss												(106,139	)		106,139
Capital increase of Cellectis		9,907,800		537		24,536												25,073						25,073
Transaction costs related to Cellectis’ capital increase						(1,459	)											(1,459	)					(1,459	)
Operation between shareholders												343						343			(343	)
Loss of control over Calyxt																					(4,440	)		(4,440	)
OCI Reclassification pursuant to Calyxt's deconsolidation									(8,041	)		(19	)					(8,060	)					(8,060	)
Non-cash stock-based compensation expense						1,400												1,400			852			2,252
Other movements						(134,273	)					134,131						(142	)		(117	)		(259	)
As of September 30, 2023 reported (unaudited)		55,583,768		3,492		473,325			(37,505	)		(304,994	)		(58,197	)		76,121			(0	)		76,123

As of January 1, 2023		45,675,968		2,955		583,122			(28,605	)		(333,365	)		(106,139	)		117,968			7,973			125,941
Net Loss															(59,264	)		(59,264	)		(7,384	)		(66,648	)
Other comprehensive income (loss)									(877	)		55			-			(822	)		1,485			663
Total comprehensive income (loss)									(877	)		55			(59,264	)		(60,086	)		(5,899	)		(65,985	)
Allocation of prior period loss												(106,139	)		106,139
Capital increase of Cellectis		9,907,800		537		24,536												25,073						25,073
Transaction costs related to Cellectis’ capital increase						(1,459	)											(1,459	)					(1,459	)
Operation between shareholders												343						343			(343	)
Loss of control over Calyxt																					(3,625	)		(3,625	)
OCI Reclassification pursuant to Calyxt's deconsolidation									(8,024	)		(12	)					(8,036	)		-			(8,036	)
Non-cash stock-based compensation expense						2,466						-						2,466			2,006			4,472
Other movements						(134,273	)					134,125						(148	)		(111	)		(259	)
As of September 30, 2023 corrected (unaudited)		55,583,768		3,492		474,391			(37,505	)		(304,994	)		(59,264	)		76,121			0			76,123

Non-controlling interests

Effective June 1, 2023, there are no longer non-controlling interests as the Group holds a 100% interest in all consolidated entities.

Statements of Consolidated Cash Flows (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Statement of cash flows [abstract]
Transaction costs	$ 0.6

Financial Liabilities - Disclosure of Sensitivity Analysis on the Expected Volatility (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Apr. 17, 2023
Sensitivity analysis on the expected volatility [abstract]
Expected volatility -5%	$ 7,690	$ 5,261
Expected volatility	7,797	5,280
Expected volatility +5%	$ 7,871	$ 5,286

Current Financial Assets and Cash and Cash Equivalents - Additional Information (Detail) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended	5 Months Ended	6 Months Ended		12 Months Ended
	Dec. 22, 2022	Apr. 30, 2022	Dec. 31, 2021	Jun. 30, 2023	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2023	Nov. 14, 2023	Apr. 30, 2023	Dec. 31, 2022
Disclosure of current financial assets and cash and cash equivalents [line items]
Current financial assets					$ 67,107		$ 67,107			$ 7,907
Cash and cash equivalents					136,708		136,708			89,789
Fair value measurement of derivative					48,400		48,400	$ 48,400
Fair value instrument remeasured					42,700		42,700
Differrence in fair value measurement, Recognized					5,700		5,700
Estimated Fair Value [Member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Current financial assets					67,107		67,107			7,907
Cash and cash equivalents					136,708		136,708			89,789
Cytovia [Member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Short term restricted cash					0		0
Current financial assets					15,000		15,000
Cash and cash equivalents					42,700		42,700
Cibus Inc [Member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Current investment					9,400		9,400
Cytovia Agreement [Member] \| Accrued and unpaid interest accrued [Member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Amount of convertible note due and payable in full cash				$ 2,400		$ 2,400
Cytovia Agreement [Member] \| Principal [Member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Amount of convertible note due and payable in full cash				20,000		20,000
Cytovia Agreement [Member] \| Cytovia [Member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Current financial assets				1,100		1,100
Net profit or loss in fair value of assets							$ 7,900
Impact of derecognition of the initial asset					$ 1,100	6,800
Cytovia Agreement [Member] \| Cytovia [Member] \| Convertible Notes [Member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Amount of convertible note due and payable in full cash				$ 22,400		$ 22,400
Cellectis [Member] \| Cytovia Agreement [Member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Conversion of notes receivable into trade receivables			$ 20,000
Calyxt [Member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Restricted cash										200
Short term restricted cash										0
Current financial assets										$ 7,900
Debt securities [member] \| Cellectis [Member] \| Cytovia Agreement [Member] \| Amendment Agreement One [Member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Convertible note nominal amount		$ 20,000
Debt securities [member] \| Cellectis [Member] \| Cytovia Agreement [Member] \| Amended And Restated Agreement [Member] \| Cytovia [Member] \| Amendment Agreement One [Member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Minimum threshold percentage of ownership necessary for conversion of notes receivable into shares	9.90%
Notes receivable rate of interest	10.00%
Step up interest rate percentage on notes receivable	10.00%			10.00%
Debt securities [member] \| Cellectis [Member] \| Cytovia Agreement [Member] \| Due On June 30, 2023 [Member] \| Amended And Restated Agreement [Member] \| Cytovia [Member] \| Amendment Agreement One [Member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Percentage of notes receivable due to be received	50.00%
Percentage of convertible notes due at final maturity									100.00%

Earnings per share

12 Months Ended

Dec. 31, 2023

Earnings per share

Note 18. Earnings per share

Accounting policy

Basic earnings per share are calculated by dividing profit attributable to our ordinary shareholders by the weighted average number of ordinary shares outstanding during the period, adjusted to take into account the impact of treasury shares.

Diluted earnings per share is calculated by adjusting profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, for the effects of all potentially dilutive ordinary shares (stock-options, free shares, share warrants, employee warrants).

Detail of earnings per share


	For the year ended December 31,
	2021			2022			2023

Net income (loss) attributable to shareholders of Cellectis ($ in thousands)		(114,197	)		(106,139	)		(101,059	)
Net income (loss) attributable to shareholders of Cellectis from discontinued operations ($ in thousands)		(17,448	)		(7,451	)		15,776
Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net result per share		44,820,279			45,547,359			57,012,815
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic and diluted net income (loss) attributable to shareholders of Cellectis, per share ($ /share)		(2.55	)		(2.33	)		(1.77	)
Basic and diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share)		(0.39	)		(0.16	)		0.28

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

Financial Liabilities - Additional Information (Detail) € / shares in Units, € in Millions					8 Months Ended	12 Months Ended
	Apr. 17, 2023 EUR (€)	Apr. 17, 2023 USD ($)	Mar. 28, 2023 € / shares shares	Mar. 08, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 EUR (€)	Dec. 31, 2023 USD ($)	Oct. 06, 2023 USD ($)	Aug. 31, 2023 EUR (€)	Jun. 19, 2023 USD ($)	Apr. 17, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 28, 2022 EUR (€)	Jun. 30, 2022 EUR (€)
Disclosure of offsetting of financial liabilities [line items]
Non current liability of loan								$ 9,000,000
Non-current financial liabilities								49,125,000					$ 20,531,000
Conditional advances								$ 1,448,000					0
Fair value of expected volatility percentage							5.00%	5.00%
Percentage of warrants issued			5.00%
Percentage of debt repayment terms							75.00%	75.00%
Proportion of EIB finance contract to warrant issued							0.30%	0.30%
Financial liabilities at amortised cost								$ 127,354,000					117,484,000
Effective Interest Rate of Loan	13.40%	13.40%
Warrants issued \| shares			2,779,188
Tranche A Warrants [Member]
Disclosure of offsetting of financial liabilities [line items]
Ordinary shares issued \| shares			2,779,188
Financial liabilities at amortised cost \| €	€ 20.0
Transaction costs disbursed in cash		$ 300,000
Fair value of warrants												$ 5,200,000
Initial fair value of the loan												$ 16,200,000
Change in fair value of warrants					$ 2,500,000
Other non-current financial liabilities [member] \| Research Tax Credit Financing [Member]
Disclosure of offsetting of financial liabilities [line items]
Non-current financial liabilities								5,900,000					$ 6,100,000
Cash \| €										€ 5.3					€ 5.5
Other non-current financial liabilities [member] \| New York [Member]
Disclosure of offsetting of financial liabilities [line items]
Borrowings								1,100,000
State Guaranteed Loan [Member]
Disclosure of offsetting of financial liabilities [line items]
Borrowings								14,100,000
Secured Borrowings \| €							€ 18.5
Secured borrowings using exchange rates								20,400,000
Guaranteed borrowing amount, percentage						90.00%
Current liability of loan								$ 5,200,000
State Guaranteed Loan [Member] \| Bottom of range [member]
Disclosure of offsetting of financial liabilities [line items]
Interest rate							0.31%	0.31%
State Guaranteed Loan [Member] \| Top of range [member]
Disclosure of offsetting of financial liabilities [line items]
Interest rate							3.35%	3.35%
Grant and Refundable Advance Agreement [Member]
Disclosure of offsetting of financial liabilities [line items]
Percentage of grant and refundable advance									0.152		0.161
Conditional advances									$ 1,900,000		$ 900,000
Advances, term of repayment				3 years
Annual rate of discounting				3.04%
Expected amount of discounting adjustment				$ 600,000
Refundable advances amount to be repaid				$ 3,400,000
Cash received as grant						$ 1,400
Grant and Refundable Advance Agreement [Member] \| Fair Value [Member]
Disclosure of offsetting of financial liabilities [line items]
Conditional advances								$ 1,400,000
Cash received in grants						$ 2,800,000
European Investment Bank Loan [Member]
Disclosure of offsetting of financial liabilities [line items]
Borrowings \| €														€ 40.0
Tranche A borrowings \| €														20.0
Tranche B borrowings \| €														15.0
Tranche C borrowings \| €														€ 5.0
European Investment Bank Loan [Member] \| Tranche A Warrants [Member]
Disclosure of offsetting of financial liabilities [line items]
Interest rate			8.00%
Exercise price \| € / shares			€ 1.92
Volume-weighted average price per share, percentage			99.00%
Warrants maturity period			6 years
Proceeds from exercise of warrants \| €	€ 20.0

Provisions

12 Months Ended

Dec. 31, 2023

Provisions

Note 19. Provisions

Accounting policy

A provision is recognized if, as a result of a past event, we have a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the reporting date.

The IFRS IC was asked to consider the method for calculating obligations relating to defined benefit plans in which the attribution of benefit is determined by an employee’s presence within the Group at the time he/she retires and whose benefits are capped at a certain length of service. In its decision, the IFRS IC concluded that no benefit is earned if the employee leaves before reaching retirement age and that the obligation must only be recognized over the final years of the employee’s career. As a result, the Company revised its actuarial calculation method to ensure its compliance with the interpretation from the IFRS IC. As each additional year of service generates an additional benefit, and that there is no cap on the amount of benefits, this revision did not impact significantly our financial statements.

Provisions for retirement and other benefits

Our defined benefit obligations, and their cost, are determined using the projected unit credit method.

The method consists in measuring the obligation based on a projected end-of-career salary and vested rights at the measurement date.

Actuarial assumptions used to determine the benefit obligations are specific to each country and each benefit plan. The discount rate used is the yield at the reporting date on AA credit-rated bonds with maturity dates that approximate the expected payments for our obligations.

Actuarial gains or losses are recognized in the statement of comprehensive loss for the year in which they occur.

Other long-term employee benefits

Our net obligation for long-term employee benefits other than retirement plans is equal to the value of employees’ future benefits vested in exchange for services rendered in the current and prior periods. The benefits are discounted and the fair value of any plan assets is deducted.

The obligation is measured using the projected unit credit method. The discount rate is the same as the one used for the provisions for retirement and other benefits. Actuarial gains or losses are recognized in profit or loss for the year in which they occur.

Termination benefits

Termination benefits are recognized as a liability and expense at the earlier of the following dates:

•

When the entity can no longer withdraw the offer of those benefits; and

•

When the entity recognizes costs for a restructuring that is within the scope of IAS 37 Provisions and involves the payment of termination benefits.

Details of provisions


	As of January 1, 2022			Additions		Amounts used during the period			Reversals			OCI			As of December 31, 2022
	$ in thousands
Pension		4,073	-		555		-			-			(2,238	)		2,390
Employee litigation and severance		508	-		-		(169	)		(73	)		(33	)		234
Commercial litigation		77	-		-		-			-			(4	)		72
Other provision for charges		287								(97	)		(18	)		171
Total		4,944	-		555		(169	)		(171	)		(2,293	)		2,867
Non-current provisions		4,073	-		555		-			-			(2,238	)		2,390
Current provisions		871	-		-		(169	)		(171	)		(55	)		477


	As of January 1, 2023		Additions		Amounts used during the period		Reversals		OCI			As of December 31, 2023
	$ in thousands
Pension		2,390		327		-		-		(517	)		2,200
Employee litigation and severance		234		-		-		-		8			242
Commercial litigation		72		503		-		-		13			588
Provision for tax litigation		-		615		-		-		13			628
Other provision for charges		171		102		-		-		8			281
Total		2,867		1,547		-		-		(473	)		3,940
Non-current provisions		2,390		327		-		-		(517	)		2,200
Current provisions		477		1,219		-		-		44			1,740

During the year ended December 31, 2023, additions mainly relate to commercial litigation for $0.5 million with a law office, a provision on research tax credits for 2015 and 2016 of $0.6 million as a result of the Court of Appeal's ruling on research tax credits for 2017 and 2018, and $0.3 million of service and interest costs related to pensions. Over the same period, a reduction of $0.5 million in provisions was recorded against OCI, including $0.5 million relating to the revision of actuarial assumptions used to calculate our pension obligations, mainly turnover assumptions which had a $0.6 million effect.

During the year ended December 31, 2022, additions mainly relate to pension service cost of the period for $0.6 million. The amounts used and reversed during the period mainly relate to (i) the settlement of employee litigation for $0.2 million and (ii) the settlement of a commercial litigation for $0.1 million.Over the same period, a reduction of $2.3 million in provisions was recorded against OCI, including $1.9 million relating to the revision of actuarial assumptions used to calculate our pension obligations (mainly discount rate for $1.3 million and salary increases rate for $0.4 million) and a translation adjustment effect of $0.4 million.

Commitments for compensation payable to employees upon their retirement

France

In France, pension funds are generally financed by employer and employee contributions and are accounted for as defined contribution plans, with the employer contributions recognized as expense as incurred. There are no actuarial liabilities in connection with these plans. Expenses recorded in profit and loss in the years ended December 31, 2023, 2022 and 2021 amounted to $0.3 million, $0.6 million and $0.6 million respectively.

French law also requires payment of a lump sum retirement indemnity to employees based on years of service and annual compensation at retirement. Benefits do not vest prior to retirement. We are paying this defined benefit plan. It is calculated as the present value of estimated future benefits to be paid, applying the projected unit credit method whereby each period of service is seen as giving rise to an additional unit of benefit entitlement, each unit being measured separately to build up the final.

The estimation of the retirement indemnity payable to employees is based on the compensation table provided for in the collective bargaining agreement applicable to Cellectis S.A., based on the employer initiative. Compensation is calculated as follows: 1/4 month's salary per year of seniority up to 10 years and 1/3 month's salary per year of seniority after 10 years.

As part of the estimation of our obligations, the following assumptions were used for all categories of employees:


	2021			2022			2023
% social security contributions		45.00	%		45.00	%		47.13	%
Salary increases		3.50	%		2.50	%		2.50	%
Discount rate		1.13	%		3.72	%		3.53	%
Terms of retirement	Based on the employer initiative
Retirement age	65 years old			65 years old			66 years old

The discount rates are based on the market yield at the end of the reporting period on high quality corporate bonds.

A 0.5% increase of the discount rate would result in a $0.1 million decrease of the net defined benefit liability, whereas a 0.5% decrease of the discount rate would result in a $0.1 million increase of the net defined benefit liability.

The salary increases rate is based on an estimate of the rate that will be applied by the Company over the average term of the commitments, taking into account the Company's current salary policy as defined by the Compensation Committee.

A 0.5% increase of the salary increase rate would result in a $0.1 million increase of the net defined benefit liability, whereas a 0.5% decrease of the salary increase rate would result in a $0.1 million decrease of the net defined benefit liability.

The following table shows reconciliation from the opening balances to the closing balances for net defined benefit liability and its components.


	$ in thousands
As of January 1, 2021		(4,010	)
Current service cost		(602	)
Interest cost		(26	)
Benefit paid		-
Actuarial gains and losses		231
Reclassification/CTA		334
As of December 31, 2021		(4,073	)
Current service cost		(512	)
Interest cost		(43	)
Benefit paid		-
Actuarial gains and losses		2,227
Reclassification/CTA		11
As of December 31, 2022		(2,390	)
Current service cost		(237	)
Interest cost		(90	)
Benefit paid
Actuarial gains and losses		597
Reclassification/CTA		(80	)
As of December 31, 2023		(2,200	)

United States of America

There is no defined benefit plan for Cellectis S.A.’s subsidiaries located in the United States.

Current Financial Assets and Cash and Cash Equivalents - Summary of Current Financial Assets and Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disclosure of current financial assets and cash and cash equivalents [line items]
Current financial assets	$ 67,107	$ 7,907
Cash and cash equivalents	136,708	89,789
Carrying Value [member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Current financial assets	67,107	7,907
Cash and cash equivalents	136,708	89,789
Current financial assets and cash and cash equivalents	203,815	97,697
Estimated Fair Value [member]
Disclosure of current financial assets and cash and cash equivalents [line items]
Current financial assets	67,107	7,907
Cash and cash equivalents	136,708	89,789
Current financial assets and cash and cash equivalents	$ 203,815	$ 97,697

Provisions - Schedule of Estimation of Retirement Indemnity to Employee (Detail)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure of defined benefit plans [abstract]
% social security contributions	47.13%	45.00%	45.00%
Salary increases	2.50%	2.50%	3.50%
Discount rate	3.53%	3.72%	1.13%
Terms of retirement	Based on the employer initiative	Based on the employer initiative	Based on the employer initiative
Retirement age	66 years	65 years	65 years

Financial Assets and Liabilities - Summary of Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disclosure of financial assets and liabilities [line items]
Accounting category fair value through profit and loss	$ 208,471	$ 102,413
Accounting category amortized cost	24,666	19,343
Book value on the statement of financial position	233,136	121,756
Accounting category fair value through profit and loss	7,797	0
Accounting category amortized cost	127,354	117,484
Book value on the statement of financial position	135,151	117,484
Level 1 [member]
Disclosure of financial assets and liabilities [line items]
Fair value	165,777	94,506
Level 2 [member]
Disclosure of financial assets and liabilities [line items]
Fair value	0	0
Fair value	0	0
Level 3 [member]
Disclosure of financial assets and liabilities [line items]
Fair value	42,694	7,907
Fair value	7,797
Non-Current Financial Assets [member]
Disclosure of financial assets and liabilities [line items]
Accounting category fair value through profit and loss	4,656	4,716
Accounting category amortized cost	3,197	4,075
Book value on the statement of financial position	7,853	8,791
Non-Current Financial Assets [member] \| Level 1 [member]
Disclosure of financial assets and liabilities [line items]
Fair value	4,656	4,716
Trade Receivables [member]
Disclosure of financial assets and liabilities [line items]
Accounting category fair value through profit and loss	0	0
Accounting category amortized cost	569	772
Book value on the statement of financial position	569	772
Subsidies Receivables [member]
Disclosure of financial assets and liabilities [line items]
Accounting category fair value through profit and loss	0	0
Accounting category amortized cost	20,900	14,496
Book value on the statement of financial position	20,900	14,496
Current Financial Assets [member]
Disclosure of financial assets and liabilities [line items]
Accounting category fair value through profit and loss	67,107	7,907
Accounting category amortized cost	0	0
Book value on the statement of financial position	67,107	7,907
Current Financial Assets [member] \| Level 1 [member]
Disclosure of financial assets and liabilities [line items]
Fair value	24,413
Current Financial Assets [member] \| Level 3 [member]
Disclosure of financial assets and liabilities [line items]
Fair value	42,694	7,907
Cash and Cash Equivalents [member]
Disclosure of financial assets and liabilities [line items]
Accounting category fair value through profit and loss	136,708	89,789
Accounting category amortized cost	0	0
Book value on the statement of financial position	136,708	89,789
Cash and Cash Equivalents [member] \| Level 1 [member]
Disclosure of financial assets and liabilities [line items]
Fair value	136,708	89,789
Non-current Lease Debts [Member]
Disclosure of financial assets and liabilities [line items]
Accounting category fair value through profit and loss	0	0
Accounting category amortized cost	42,948	49,358
Book value on the statement of financial position	42,948	49,358
Non-current Derivative Instruments (EIB Warrants) [member]
Disclosure of financial assets and liabilities [line items]
Accounting category fair value through profit and loss	7,797
Accounting category amortized cost	0
Book value on the statement of financial position	7,797
Non-current Derivative Instruments (EIB Warrants) [member] \| Level 3 [member]
Disclosure of financial assets and liabilities [line items]
Fair value	7,797
Other Non-current Financial Liabilities [member]
Disclosure of financial assets and liabilities [line items]
Accounting category fair value through profit and loss	0	0
Accounting category amortized cost	41,327	20,531
Book value on the statement of financial position	41,327	20,531
Current Lease Debts [member]
Disclosure of financial assets and liabilities [line items]
Accounting category fair value through profit and loss	0	0
Accounting category amortized cost	8,502	7,872
Book value on the statement of financial position	8,502	7,872
Current Financial Liabilities [member]
Disclosure of financial assets and liabilities [line items]
Accounting category fair value through profit and loss	0	0
Accounting category amortized cost	5,289	5,088
Book value on the statement of financial position	5,289	5,088
Trade Payables [member]
Disclosure of financial assets and liabilities [line items]
Accounting category fair value through profit and loss	0	0
Accounting category amortized cost	19,069	21,456
Book value on the statement of financial position	19,069	21,456
Other Current Liabilities [member]
Disclosure of financial assets and liabilities [line items]
Accounting category fair value through profit and loss	0	0
Accounting category amortized cost	10,219	13,179
Book value on the statement of financial position	$ 10,219	$ 13,179

Intangible assets (Tables)

12 Months Ended

Dec. 31, 2023

Details Information About Intangible Assets

Details of intangible assets


	Software and Patents			Assets under construction			Total
	$ in thousands
Net book value as of January 1, 2021		889			695			1,584
Additions		-			956			956
Disposal		(310	)		-			(310	)
Reclassification		956			(956	)		-
Depreciation & impairment expense		(304	)		-			(304	)
Translation adjustments		(19	)		(54	)		(72	)
Net book value as of December 31, 2021		1,212			641			1,854
Gross value at end of period		3,437			641			4,078
Accumulated depreciation and impairment at end of period		(2,225	)		-			(2,225	)

Net book value as of January 1, 2022		1,212			641			1,854
Additions		8			-			8
Reclassification		92			-			92
Depreciation & impairment expense		(492	)		-			(492	)
Translation adjustments		(10	)		(37	)		(47	)
Reclassification to assets held for sale		(697	)		-			(697	)
Net book value as of January 1, December 31, 2022		114			604			718
Gross value at end of period		2,357			604			2,961
Accumulated depreciation and impairment at end of period		(2,192	)		-			(2,192	)

Net book value as of January 1, 2023		114			604			718
Additions		-			-			-
Disposal		-			-			-
Depreciation & impairment expense		(69	)		-			(69	)
Translation adjustments		1			22			22
Net book value as of January 1, December 31, 2023		46			626			671
Gross value at end of period		2,352			626			2,978
Accumulated depreciation and impairment at end of period		(2,306	)		-			(2,306	)

Financial assets and liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Financial Assets and Liabilities

The following table shows the carrying amounts and fair values of financial assets and financial liabilities.


	Accounting category				Book value on the statement of financial position		Fair Value Hierarchy
As of December 31, 2022	Fair value through profit and loss		Amortized cost				Level 1		Level 2		Level 3
	$ in thousands
Financial assets
Non-current financial assets		4,716		4,075		8,791		4,716
Trade receivables		-		772		772
Subsidies receivables		-		14,496		14,496
Current financial assets		7,907		-		7,907						7,907
Cash and cash equivalents		89,789		-		89,789		89,789
Total financial assets		102,413		19,343		121,756		94,506		-		7,907

Financial liabilities		-		-		-
Non-current lease debts		-		49,358		49,358
Non-current financial liabilities		-		20,531		20,531
Current lease debts		-		7,872		7,872
Current financial liabilities		-		5,088		5,088
Trade payables		-		21,456		21,456
Other current liabilities		-		13,179		13,179
Total financial liabilities		-		117,484		117,484		-		-		-


	Accounting category				Book value on the statement of financial position		Fair Value Hierarchy
As of December 31, 2023	Fair value through profit and loss		Amortized cost				Level 1		Level 2		Level 3
	$ in thousands
Financial assets
Non-current financial assets		4,656		3,197		7,853		4,656
Trade receivables		-		569		569
Subsidies receivables		-		20,900		20,900
Current financial assets		67,107		0		67,107		24,413				42,694
Cash and cash equivalents		136,708		-		136,708		136,708
Total financial assets		208,471		24,666		233,136		165,777		-		42,694

Financial liabilities
Non-current lease debts		-		42,948		42,948
Non-current derivative instruments (EIB warrants)		7,797		-		7,797						7,797
Other non-current financial liabilities		-		41,327		41,327
Current lease debts		-		8,502		8,502
Current financial liabilities		-		5,289		5,289
Trade payables		-		19,069		19,069
Other current liabilities		-		10,219		10,219
Total financial liabilities		7,797		127,354		135,151		-		-		7,797

Statements of Consolidated Cash Flows - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Cash flows from operating activities

Net income (loss) for the period

$ (108,443)

$ (114,034)

$ (125,107)

Net loss for the period of discontinued operations

8,392

(15,345)

(28,358)

Net (loss) income for the period of continuing operations

(116,835)

(98,688)

(96,749)

Adjustment to reconcile net income (loss) to cash provided by (used in) operating activities

Intercompany transactions between continuing and discontinued operations

^[1]

152

203

Amortization and depreciation

18,523

18,435

14,156

Net loss (income) on disposals

1,612

Net financial loss (gain)

19,163

8,935

(6,731)

Realized foreign exchange gain (loss)

371

5,233

6,043

11,493

Provisions

1,352

270

421

Other non-cash items

(1,402)

(460)

(664)

719

Interest (paid) / received

^[2]

3,627

1,158

969

Operating cash flows before change in working capital

(69,961)

(63,120)

(75,518)

Decrease (increase) in inventories

215

Decrease (increase) in trade receivables and other current assets

2,252

(3,187)

(13,091)

Decrease (increase) in subsidies receivables

(6,238)

(5,806)

654

(Decrease) increase in trade payables and other current liabilities

(6,305)

3,247

177

(Decrease) increase in deferred revenues and contract liabilities

59,149

(252)

Change in working capital

48,859

(5,723)

(12,297)

Net cash flows provided by (used in) operating activities of continuing operations

(21,103)

(68,843)

(87,815)

Net cash flows provided by (used in) operating activities of discontinued operations

(3,644)

(18,601)

(16,746)

Net cash flows provided by (used in) operating activities

(24,746)

(87,444)

(104,562)

Cash flows from investment activities

Acquisition of intangible assets

(10)

(13)

Calyxt's cash and cash equivalents disposed of

^[3]

(1,642)

Acquisition of property, plant and equipment

(1,073)

(2,431)

(18,543)

Net change in non-current financial assets

489

126

(143)

Sale (Acquisition) of current financial assets

(13,363)

15,000

Net cash flows provided by (used in) investing activities of continuing operations

(15,589)

(2,315)

(3,699)

Net cash flows provided by (used in) investing activities of discontinued operations

(446)

10,979

Cash flows provided by (used in) investment activities

(15,510)

(2,761)

7,279

Cash flows from financing activities

Proceeds from the exercise of Cellectis stock options

11,601

Increase in share capital of Cellectis after deduction of transaction costs

^[4]

67,936

(569)

44,638

Increase in borrowings

29,671

5,750

Decrease in borrowings

(5,107)

(1,343)

Interest paid on financial debt

(333)

(332)

(368)

Payments on lease debts

(11,084)

(11,011)

(10,641)

Net cash flows provided by financing activities of continuing operations

81,084

(7,505)

45,230

Net cash flows provided by (used in) financing activities of discontinued operations

1,781

8,650

2,294

Net cash flows provided by (used in) financing activities

82,865

1,145

47,525

(Decrease) increase in cash and cash equivalents

42,608

(89,060)

(49,758)

Cash and cash equivalents at the beginning of the year

93,216

185,636

241,148

Effect of exchange rate changes on cash

884

(3,360)

(5,754)

Cash from discontinued operations

3,427

13,823

Cash from continuing operations

136,708

89,789

171,813

Cash and cash equivalents at the end of the period

$ 136,708

$ 93,216

$ 185,636

[1]	Net cash flows used in operating activities from continuing and discontinued operations being presented separately, the effect of intercompany transactions between the two categories is presented within the cash flows of each, although these transactions are fully eliminated in the Group’s financial statements
[2]	In line with IAS 7.31, interests (paid) / received are presented separately
[3]	On the date of loss of control, Calyxt’s cash and cash equivalents were derecognized. For better clarity, this impact is presented in investing activities separately from cash flows from discontinued operations
[4]	In line with IAS 32, expenses incurred in 2022 for $0.6 million which qualify for transaction costs related to the “at the market” offering and to the follow-on offering of Cellectis started respectively in January 2023 and February 2023 are deducted from equity as of December 31, 2022

Accounting principles (Policies)

12 Months Ended

Dec. 31, 2023

Currency of the financial statements

Basis for preparation

2.1 Basis of preparation

The Consolidated Financial Statements of Cellectis as of and for the year ended December 31, 2023 were approved by our Board of Directors on April 29, 2024.

Our Consolidated Financial Statements are presented in thousand U.S. dollars.

The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in conformity with IFRS as endorsed by the European Union.

The Consolidated Financial Statements have been prepared using the historical cost measurement basis except for certain assets and liabilities that are measured at fair value in accordance with IFRS.

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”). The significant accounting methods used to prepare the Consolidated Financial Statements are described below.

Application of new or amended standards or new amendments

The following pronouncements and related amendments have been adopted by us from January 1, 2023 but had no significant impact on the Consolidated Financial Statements:

•

IFRS 17 Insurance Contracts (including Amendments to IFRS 17 issued in June 2020 and Amendment to IFRS 17 - Initial Application of IFRS 17 and IFRS 9 – Comparative Information issued in December 2021) (issued in May 2017 and Effective for the accounting periods as of January 1, 2023)

•

Amendments to IAS 1 – Classification of Liabilities as Current or Non-current (issued in July 2020 and Effective for the accounting periods as of January 1, 2023)

•

Amendments to IAS 8 – Definition of Accounting Estimates (issued on 12 February 2021 and Effective for the accounting periods as of January 1, 2023)

•

Amendments to IAS 1 and IFRS Practice Statement 2 –Disclosure of Accounting Policies (issued in March 2021 and Effective for the accounting periods as of January 1, 2023)

•

Amendments to IAS 12 – Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued in May 2021 and Effective for the accounting periods as of January 1, 2023)

Standards, interpretations and amendments issued but not yet effective

The following pronouncements and related amendments are applicable for first quarter accounting periods beginning after January 1, 2024, as specified below. 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.

•

Amendments to IAS 1 regarding the classification of liabilities (issued in January 2020 and Effective for the accounting periods as of January 1, 2024)

•

Amendments to IAS 1 regarding the classification of debt with covenants (issued in October 2022 and Effective for the accounting periods as of January 1, 2024)

•

Amendment to IFRS 16 to “clarify how a seller-lessee subsequently measures sale and leaseback transactions” (issued in September 2022 and Effective for the accounting periods as of January 1, 2024)

Going concern

The consolidated financial statements were prepared on a going concern basis.

With cash and cash equivalents of $136.7 million as of December 31, 2023, and taking into account the €15.0 million under Tranche B of the €40.0 million Finance Contract with EIB received in January 2024, and the $140 million equity investment we expect to receive pursuant to the Subsequent Investment Agreement, the Company believes its cash and cash equivalents will be sufficient to fund its operations into, assuming receipt of such funds, 2026 and therefore for at least twelve months following the consolidated financial statements’ publication.

Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves uncertainties, and actual results could vary as a result of a number of factors. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect or chose to revise our strategy to extend our cash runway.

2.2 Currency of the financial statements

The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of Cellectis, which is the euro.

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 flow 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 “Currency Translation Adjustments” in the Consolidated Statements of Changes in Shareholders’ Equity.

Consolidated entities and non-controlling interests

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 consolidation.

The Group ensures that it has control over its consolidated subsidiaries. If the Group loses control of a subsidiary and does not exercise significant influence, the subsidiary is deconsolidated as of the date control is lost.

At the date when control is lost, the Group derecognizes the assets and liabilities of the subsidiary and of any non-controlling interests in the former subsidiary at their carrying amounts, and recognizes the fair value of any consideration received from the transaction that resulted in the loss of control and the fair value of any investment retained in the former subsidiary. The Group recognises any resulting difference as a gain or loss in profit or loss attributable to the parent. The Groupe also reclassifies to profit or loss, or transfer directly to retained earnings if required by other IFRSs, the amounts recognised in other comprehensive income in relation to the subsidiary. This reclassification is made at parent company level.

Investments in associates

Associates are entities in which the Group has significant influence in respect of financial and operating policy decisions, but not control. Significant influence is assessed through voting rights.

Investments in associates are accounted for under the equity method and are initially recognized at cost.

The consolidated financial statements include the Group’s share of the total comprehensive income of associates from the date when significant influence is obtained until the date it ceases.

If the Group’s share of losses exceeds its equity interest, the carrying amount of investments consolidated under the equity method is reduced to zero and the Group ceases to recognize its share of future losses unless the Group has a legal or constructive obligation to bear a portion of future losses or to make payments on behalf of the associate.

Foreign currency

2.4 Foreign currencies

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rate at the date the transaction first qualifies for recognition. The revaluation is done automatically by the accounting system.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rate effective at the period end date. Differences arising on settlement or translation of monetary items are recognized as financial income or expenses in profit or loss

Non-monetary items that are measured in a foreign currency are translated using the exchange rates at the date of the initial transaction. Non- monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Differences arising on translation of non-monetary items are recognized respectively in profit or loss when the change in fair value of the item is recognized in profit or loss and in OCI when the change in fair value of the item is recognized in OCI.

Foreign currency translation

On consolidation the assets and liabilities of foreign operations having a functional currency different from the euro are translated into euros at the period end exchange rate. The income and expenses of foreign operations are translated into euros using the average exchange rate for the reporting period.

Gains and losses arising from currency translation are recognized in other comprehensive loss.

Consolidated financial statements are then converted into U.S. dollars using the method described in Note 2.2.

The difference in effect of exchange rate changes on cash and cash equivalents between the statements of consolidated operations and consolidated cash flows is mainly explained by the following elements:

•

the differential between the average exchange rate and the period end rates applied to the cash flows of the period;

•

the differential between the opening exchange rates and the period end exchanges rate applied on our opening cash and cash equivalents balance denominated in dollars; and

•

the foreign exchange rate impact of the conversion of the financial statements of our US subsidiaries.

Use of judgment, estimates and assumptions

2.5 Use of judgment, estimates and assumptions

The preparation of these consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, including the disclosure of contingent liabilities. Actual amounts may differ from those estimates.

The Group’s exposure to risks and uncertainties is disclosed in Note 9.3: Financial instruments risk management and policies.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the period end date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

•

Revenue Recognition: Collaboration Agreements and Licenses, Sales of Products and Services (Note 4.1)

•

Research Tax Credit (Note 4.1)

•

Share-Based Compensation (Note 17)

•

Provisions for risks and charges (Note 19)

•

Current financial assets (Note 12.1)

•

Non Current financial assets (Note 13)

•

Impairment tests (Note 6)

Accounting treatment of significant transactions of the period

2.6 Accounting treatment of significant transactions of the period

We present below the accounting treatment applied in the Consolidated Financial Statements of Cellectis as of and for the year ended December 31, 2023 concerning the collaboration and investment agreements entered into with AstraZeneca. The purpose of this section is to bring together information on these transactions and their accounting treatment in the Group's financial statements. It is supplemented by information on the specific financial statement items impacted by these transactions in the notes to the financial statements dedicated to these items hereafter.

On November 1, 2023, Cellectis and AstraZeneca announced that they entered into a Joint Research and Collaboration Agreement (the “AZ JRCA”) and an Initial Investment Agreement ("IIA").

Pursuant to the AZ JRCA, the parties will collaborate to develop up to 10 novel cell and gene therapy candidate products, selected from a larger pool of potential targets identified by AZ Ireland, for human therapeutic, prophylactic, palliative, and analgesic purposes. Each party will be responsible for performing research and development activities based on research plans to be agreed upon throughout the initial five-year collaboration term under the AZ JRCA.

Pursuant to the IIA, AZ Holdings made an initial equity investment of $80 million in Cellectis by subscribing to 16,000,000 ordinary shares at a price of $5.00 per share (the “Initial Investment”). Following the Initial Investment, AZ Holdings owned approximately 22% of the share capital and 21% of the voting rights of the Company.

Following this first equity investment of AstraZeneca, Cellectis signed on November 14, 2023, a Subsequent Investment Agreement (the "SIA") for an additional equity investment of $140 million by AstraZeneca that is subject to the fulfilment of the closing conditions described hereafter. The additional investment will be made by way of subscription of 10,000,000 “class A” convertible preferred shares and 18,000,000 “class B” convertible preferred shares, in each case at a price of $5.00 per share. Both classes of preferred shares would benefit from a liquidation preference and would be convertible into ordinary shares with the same rights as the outstanding ordinary shares on a one for one basis.

Analysis of the Joint Research Collaboration Agreement

In addition to an upfront payment of $25 million made by AZ Ireland to Cellectis under the AZ JRCA, AZ Ireland will reimburse Cellectis for its budgeted research costs associated with targets identified under the AZ JRCA. Cellectis is also eligible to receive an option exercise fee and development, regulatory and sales-related milestone payments, ranging from $70 million up to $220 million, per each of the 10 candidate products, plus tiered royalties, which may range from mid-single to low-double digits, based on the sale of Licensed Products (as defined in the JRCA).

As part of our analysis of the AZ JRCA under IFRS 15 requirements, we concluded that the $25 million upfront payment is to be included in the transaction price at contract inception and allocated to each research activity performance obligations in proportion to their stand-alone selling price. As at December 31, 2023, no Research Plan (as defined in the AZ JRCA), which provides a framework for research activities, had started, and therefore we have not recognized any revenue related to research activity performance obligation. As a result, the entire $25 million upfront payment received in November 2023 is recorded within deferred income and contract liabilities at December 31, 2023.

Interdependence of the Initial Investment Agreement and the Subsequent Investment Agreement with the AZ JRCA

The IIA and the AZ JRCA were both signed on November 1, 2023, and the SIA was subsequently signed on November 14, 2023. The IIA, SIA and AZ JRCA were negotiated concurrently, and the execution of the IIA was a condition to the signing of the AZ JRCA. In addition, for both the IIA and the SIA, the price per share pursuant to such agreements was set at a level significantly higher than the quoted price for the Company’s ordinary shares at their respective signing dates.

Considering all these factors, we concluded that in accordance with IFRS standards, the IIA, SIA and AZ JRCA are accounted for as a single transaction as they were not negotiated based upon independently based market conditions.

Therefore, in accordance with applicable accounting standards, we allocated a portion of the proceeds received from AstraZeneca under the IIA and the initial fair value of the derivative recognized for the SIA to the AZ JRCA as additional consideration for the services to be rendered under the AZ JRCA, which is recorded as deferred revenue.

To estimate the portion of the share purchase price that exceeds fair value, we first assessed the fair value of both investment agreements at the date of initial recognition (i.e., on November 1, 2023 for the IIA and on November 14, 2023 for the SIA) and allocated to the AZ JRCA a portion of the share purchase proceeds equal to the difference between this initial fair value determination and the transaction price. As the proceeds from the SIA were zero at inception on November 14, 2023, the initial fair value of the SIA is allocated in full to the AZ JRCA.

The fair value of the IIA at the initial recognition date was determined on the basis of Cellectis' share price at the date of signature, as follows:


	As of November 1, 2023
Number of shares issued		16,000,000
Spot share price (in €)		2.63
Spot foreign exchange rate		1.05
Fair value of shares in $ thousands		44,272
Proceeds received in $ thousands		80,000
Proceeds reallocated to the JRCA in $ thousands		35,728

The valuation method and parameters used to estimate the fair value of the SIA at initial recognition date is detailed in the section "Accounting treatment of the Subsequent Investment Agreement" below. The initial fair value of the SIA was $48.4 million.

In accordance with applicable IFRS standards, we allocated $35.7 million of the proceeds received from the sale of ordinary shares pursuant to the IIA to the AZ JRCA and $48.4 million, representing the fair value of the derivative pursuant to the SIA to the AZ JRCA.

As the additional consideration is fixed from the inception of the IIA and SIA, it is reflected in the AZ JRCA transaction price from inception and recorded as deferred revenue totaling $84.1 million. The corresponding income will be recognized as revenue in

profit and loss, in accordance with the characteristics of AZ JRCA performance obligations, when satisfied. For the year ended December 31, 2023, no corresponding performance obligations have been satisfied.

Accounting treatment of the Subsequent Investment Agreement

At signing date of the SIA, the closing of this additional equity investment was subject to:

•

the approval of the extraordinary general meeting of the shareholders of Cellectis. The meeting was held on December 22, 2023 and approved the creation of the convertible preferred shares “class A” and “class B” and the delegation of its share capital increase power to the Board of Directors,

•

clearance of such investment from the French Ministry of Economy according to the foreign direct investment French regulations, and

•

other customary closing conditions.

As these preferred shares include no contractual obligation to deliver cash or another financial asset or to exchange financial assets or financial liabilities under conditions that are potentially unfavorable to the issuer, they meet the definition of equity instruments as per IAS 32.16,

This contract meets all derivatives criteria since its value changes depending on the listed price of Cellectis' ordinary shares, it requires no initial investment as the rights and obligations will be performed on the closing date and it is to be settled at a future date that is expected to occur by March 31, 2024. This contract does not meet the “fixed for fixed” condition set in IAS 32.16 and 22 since it will be settled by the exchange of a fixed amount in a currency that is not the functional currency of the Company for a fixed number of equity instruments.

Based on these factors, the SIA is a derivative and shall therefore be recognized according to the principles of IFRS 9, under which the derivative instrument is recognized at its fair value with any subsequent change of fair value recognized in profit and loss.

On the closing date of the SIA (i.e. upon completion of the additional investment), the cash received will be recognized on the balance sheet, the derivative will be derecognized, and any difference between the cash received and the fair value of the derivative at closing date will be recognized against share premium and share capital.

Valuation of the derivative

On November 14, 2023, the execution of the SIA does constitute a commitment by AstraZeneca and does not constitute a firm commitment by Cellectis to deliver the shares as completion of the transaction is still subject to conditions precedent, including the approval by the Cellectis shareholders' general meeting. The general meeting called to vote on this transaction was held on December 22, 2023, and approval was approved.

Based on this fact pattern, we value the SIA at initial recognition as a put option held by Cellectis with a maturity on the date of the general meeting. From the date of approval at Cellectis' general meeting, we value the SIA as a forward sale of new shares, with a maturity on the expected date of completion of the investment. The absence of dividends and the short residual maturity of the forward sale make the two types of instruments economically similar and this distinction has limited impact on the valuation.

The fair value of the derivative is estimated as follows:

•

Based on the expected maturity of the derivative by management, we estimated fair value conditional on completion of the transaction using a valuation model with observable inputs, such as the Cellectis share price, risk-free rate and forward exchange rate. The inputs are detailed in the table below.

•

We applied to this conditional fair value a weighting based on management's estimate of the probability of the transaction being completed (i.e. of the remaining conditions precedent being fulfilled). To estimate this probability of occurrence, we have estimated for each condition precedent the probability that it will be fulfilled on the basis of empirical, qualitative and quantitative criteria at each valuation date.

Given the absence of significant movements in the share price on and after November 14, 2023, we consider that the market was already anticipating this investment on November 14, 2023, and consequently that valuations should not be adjusted for dilutive effects.

As the valuation is based on both observable and unobservable inputs (mainly the probability of investment completion and the expected life of the derivative), this is a level 3 instrument under the IFRS 13 fair value hierarchy.

At initial recognition on November 14, 2023, and as of December 31, 2023, assumptions used and estimated fair value are as follows:


	As of November 14, 2023			As of December 31, 2023
Number of shares to be issued		28,000,000			28,000,000
Subscription price (in $)		5.00			5.00
Expected life of derivative (in years)	0.11			0.25
Spot share price (in €)		2.33			2.76
Forward foreign exchange rate at maturity		1.09			1.10
Risk-free rate at maturity		5.7	%		5.5	%
Volatility		119.6	%	n.a.
Probability of transaction completion		72.0	%		81.0	%
Fair value in $ thousands		48,365			42,694

We performed fair value sensitivity tests on assumptions that are sensitive and require management's judgment (i.e. the probability of investment completion and the expected life of the derivative). The results of these tests are presented below.

Sensitivity of the derivative fair value to the probability of transaction completion


Fair value in $ thousands	As of November 14, 2023		As of December 31, 2023
Probability of transaction completion -2%		47,022		41,640
Expected probability of transaction completion estimated by management		48,365		42,694
Probability of transaction completion +2%		49,709		43,748

Sensitivity of the derivative fair value to the expected life of the derivative


Fair value in $ thousands	As of December 31, 2023
Expected life of derivative +1 month		42,197
Expected life of derivative estimated by management		42,694
Expected life of derivative -1 month		43,194

The sensitivity of the fair value to the expected life of the derivative at the initial recognition date is not presented, as the estimated term of the derivative at that date corresponds to the date of the Cellectis shareholders' meeting called to authorize the transaction, which is already a fixed and known date.

At initial recognition, the fair-value measurement of the derivative is $48.4 million. The fair value of this instrument has been remeasured on December 31, 2023 and amounts to $42.7 million. The difference in fair value measurement of 5.7 million has been recognized in financial expense.

Property, plant and equipment

12 Months Ended

Dec. 31, 2023

Property, plant and equipment

Note 9. Property, plant and equipment

Accounting policy

Property, plant and equipment are recognized at acquisition cost less accumulated depreciation and any impairment losses. Acquisition costs include expenditures that are directly attributable to the acquisition of the asset and costs to ready it for use.

Depreciation is expensed on a straight-line basis over the estimated useful lives of the assets. If components of property, plant and equipment have different useful lives, they are accounted for separately.

The estimated useful lives are as follows:


•	Buildings and other outside improvements	10-20 years
•	Leasehold improvements	5-10 years
•	Office furniture	10 years
•	Laboratory equipment	3-10 years
•	Office equipment	5 years
•	IT equipment	3 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted, if appropriate.

Any gain or loss on disposal of an item of property, plants and equipment is determined by comparing the proceeds from disposal with the carrying amount of the item. The net amount is recognized in the statement of consolidated operations under the line item “Other operating income and expenses.”

Before IFRS 16 adoption as of January 1, 2019, payments made under operating leases were expensed on a straight-line basis over the term of the lease. Lease incentives received were recognized as an integral part of the total lease expense, over the term of the lease.

If, according to the terms of a lease, it appeared that substantially all the risks and rewards incidental to ownership were transferred from the lessor to the lessee, the associated leased assets were initially recognized as an asset at the lower of their fair value and the present value of the minimum lease payments and subsequently depreciated or impaired, as necessary. Finance lease assets were transferred to Right-of-use assets upon adoption. The associated financial obligations were reported in the line item “non-current financial debt” and “current financial debt.” Such amounts were reclassified to lease debts on the date of adoption.

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, 2021		16,765			4,436			3,171			47,301			71,673
Additions		2,956			5,352			1,339			6,035			15,682
Disposal		-			-			-			(2	)		(2	)
Reclassification		(1,694	)		52,577			(612	)		(50,208	)		63
Depreciation & impairment expense		(2,442	)		(4,065	)		(767	)		-			(7,275	)
Translation adjustments		(852	)		(228	)		(75	)		(141	)		(1,296	)
Net book value as of December 31, 2021		14,733			58,072			3,056			2,985			78,846
Gross value at end of period		22,426			75,511			5,043			2,985			105,965
Accumulated depreciation and impairment at end of period		(7,693	)		(17,440	)		(1,987	)		(0	)		(27,119	)

Net book value as of January 1, 2022		14,733			58,072			3,056			2,985			78,846
Additions		56			311			364			2,113			2,844
Disposal		(3	)		(193	)		(453	)		(1,057	)		(1,706	)
Reclassification		(1,359	)		4,211			28			(2,973	)		(93	)
Depreciation & impairment expense		(1,944	)		(8,516	)		(711	)		0			(11,171	)
Translation adjustments		(646	)		(220	)		(7	)		(116	)		(989	)
Reclassification to assets held for sale		(1,517	)		(2,593	)		-			-			(4,110	)
Net book value as of December 31, 2022		9,321			51,072			2,277			952			63,621
Gross value at end of period		17,742			72,847			4,914			952			96,454
Accumulated depreciation and impairment at end of period		(8,421	)		(21,775	)		(2,637	)		-			(32,832	)

Net book value as of January 1, 2023		9,321			51,072			2,277			952			63,621
Additions		-			60			19			993			1,071
Disposal		(173	)		(153	)		(1	)		(64	)		(391	)
Reclassification		332			258			3			(593	)		-
Depreciation & impairment expense		(1,911	)		(7,191	)		(963	)		-			(10,064	)
Translation adjustments		298			85			20			40			443
Net book value as of December 31, 2023		7,868			44,131			1,354			1,328			54,681
Gross value at end of period		18,544			73,483			4,973			1,271			98,270
Accumulated depreciation and impairment at end of period		(10,676	)		(29,351	)		(3,619	)		57			(43,589	)

For the year ended December 31, 2023, we continued our investments in research and development equipment in both the United States of America and France.

Assets under construction as of December 31, 2023 primarily relates to Cellectis’ raw and starting materials manufacturing facility and offices in Paris ($1.0 million). The assets put into service in 2023 in technical equipment mainly concern Paris Buildings for $0.6 million.

Entity-wide disclosures:

In 2023, approximately $12 million of our PP&E related to France, while approximately $43 million related to the United States.

In 2022, approximately $14 million of our PP&E related to France, while approximately $50 million related to the United States.

In 2021, approximately $17 million of our PP&E relate to France, while approximately $62 million relate to the United States.

Deferred income and contract liabilities (Additional Information) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Joint Collaboration and Research Agreement [Member]
Accruals And Deferred Income Including Contract Liabilities [line Item]
Collaboration agreement, upfront payment received	$ 25.0
Joint Research and Collaboration Agreement [Member]
Accruals And Deferred Income Including Contract Liabilities [line Item]
Collaboration agreement, upfront payment received	25.0
AstraZeneca [member]
Accruals And Deferred Income Including Contract Liabilities [line Item]
Collaboration agreement payment reallocated	$ 84.1

Scope of Consolidation and Non-Consolidated Entities - Interim Statements of Consolidated Comprehensive Income (Unaudited) (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure of scope of consolidated and non consolidated entities [line items]
Net income (Loss)	$ (15,928)	$ (49,165)	$ (66,648)	$ (108,443)	$ (114,034)	$ (125,107)
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations	(21)	(42)	55	597	1,983	240
Currency translation adjustment	4,736	2,258	1,602	2,919	(16,770)	(21,458)
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations	4,736	2,258	1,602	2,919	(16,770)	(21,458)
Other comprehensive income (loss) from discontinued operations	(4,892)	(1,219)	(994)	(1,522)	5,831	6,220
Total Comprehensive income (loss)	(16,105)	(48,168)	(65,985)	(106,449)	(122,989)	(140,106)
Attributable to shareholders of Cellectis	(11,876)	(42,252)	(60,086)	(100,535)	(114,739)	(127,890)
Attributable to non-controlling interests	(4,229)	(5,916)	(5,899)	$ (5,914)	$ (8,250)	$ (12,216)
Previously Reported [member]
Disclosure of scope of consolidated and non consolidated entities [line items]
Net income (Loss)	(13,583)	(46,108)	(63,590)
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations	(21)	(42)	55
Currency translation adjustment	4,751	2,272	1,620
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations	4,751	2,272	1,620
Other comprehensive income (loss) from discontinued operations	(4,906)	(1,233)	(1,012)
Total Comprehensive income (loss)	(13,760)	(45,111)	(62,927)
Attributable to shareholders of Cellectis	(11,139)	(41,172)	(59,002)
Attributable to non-controlling interests	(2,620)	(3,939)	(3,925)
Adjustment [member]
Disclosure of scope of consolidated and non consolidated entities [line items]
Net income (Loss)	(2,345)	(3,058)	(3,058)
Currency translation adjustment	(13)	(14)	(18)
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations	(13)	(14)	(18)
Other comprehensive income (loss) from discontinued operations	13	14	18
Total Comprehensive income (loss)	(2,345)	(3,058)	(3,058)
Attributable to shareholders of Cellectis	(736)	(1,080)	(1,084)
Attributable to non-controlling interests	$ (1,609)	$ (1,978)	$ (1,974)

Scope of Consolidation and Non-Consolidated Entities - The Effect of Adjustments on Cellectis' Statements of Financial Position and Statements of Operations (Unaudited) (Detail) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Jun. 30, 2023

Sep. 30, 2023

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Assets [abstract]

Total non-current assets

$ 114,389

$ 113,205

$ 101,265

$ 117,406

Total current assets

113,285

96,494

233,005

122,043

Total assets held for sale

21,768

TOTAL ASSETS

227,674

209,700

334,270

261,216

Shareholders' equity

Share capital

3,491

3,492

4,365

2,955

Premiums related to the share capital

477,291

474,391

522,785

583,122

Currency translation adjustment

(37,050)

(37,505)

(36,690)

(28,605)

Retained earnings

(305,392)

(304,994)

(304,707)

(333,365)

Total shareholders' equity - Group Share

(41,781)

(59,264)

(101,059)

(106,139)

96,558

76,123

84,695

117,968

Non-controlling interests

7,973

Total shareholders' equity

96,558

76,123

84,695

125,941

$ 236,474

$ 308,846

Liabilities [abstract]

Total non-current liabilities

89,068

89,625

94,431

72,279

Total current liabilities

42,047

43,953

155,144

48,131

Total liabilities related to asset held for sale

14,864

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

227,674

209,700

334,270

261,216

Total revenues and other income

2,001

5,560

7,203

9,193

25,725

38,597

Total operating expenses

(25,660)

(52,612)

(74,926)

(106,495)

(115,390)

(142,077)

(67,723)

(97,302)

(89,666)

(103,481)

10,440

11,214

16,133

21,479

8,880

13,218

Financial expenses

(16,284)

(21,461)

(23,085)

(40,642)

(17,815)

(6,486)

(5,845)

(10,247)

(6,952)

(19,163)

(8,935)

6,731

(258)

(365)

(371)

(87)

(29,762)

(57,557)

(75,040)

(116,835)

(98,688)

(96,749)

13,834

8,392

(15,345)

(28,358)

(15,928)

(49,165)

(66,648)

(108,443)

(114,034)

(125,107)

(11,371)

(41,781)

(59,264)

(101,059)

(106,139)

(114,197)

Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis

$ (4,557)

$ (7,384)

$ (7,894)

$ (10,910)

Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share)

$ (0.2)

$ (0.78)

$ (1.09)

$ (1.77)

$ (2.33)

$ (2.55)

Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share)

(0.2)

(1.09)

(1.77)

(2.33)

(2.55)

Basic net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share)

0.33

$ 0.29

0.29

0.28

^[1]

(0.16)

(0.39)

Diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share)

$ 0.33

$ 0.29

$ 0.28

^[1]

$ (0.16)

$ (0.39)

Previously Reported [member]

Assets [abstract]

Total non-current assets

$ 114,389

$ 113,205

Total current assets

113,285

96,494

TOTAL ASSETS

227,674

209,700

Shareholders' equity

Share capital

3,491

3,492

Premiums related to the share capital

476,224

473,325

Currency translation adjustment

(37,050)

(37,505)

Retained earnings

(305,392)

(304,994)

Total shareholders' equity - Group Share

(40,715)

(58,197)

96,558

76,123

Total shareholders' equity

96,558

76,123

$ 125,941

Liabilities [abstract]

Total non-current liabilities

89,068

89,625

Total current liabilities

42,047

43,953

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

227,674

209,700

Total revenues and other income

2,001

5,560

7,203

Total operating expenses

(25,660)

(52,612)

(74,926)

(67,723)

32,266

33,041

37,960

Financial expenses

(16,284)

(21,461)

(23,085)

15,982

11,580

14,875

(258)

(365)

(7,935)

(35,731)

(53,213)

(5,647)

(10,377)

(13,583)

(46,108)

(63,590)

(10,648)

(40,715)

(58,197)

Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis

$ (2,935)

$ (5,393)

Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share)

$ (0.19)

$ (0.76)

$ (1.07)

Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share)

(0.19)

(1.07)

Basic net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share)

(0.05)

$ (0.09)

(0.09)

Diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share)

$ (0.05)

$ (0.09)

Adjustment [member]

Shareholders' equity

Premiums related to the share capital

$ 1,066

(1,066)

(21,827)

(21,827)

(21,827)

19,482

18,769

(2,345)

(3,058)

(723)

(1,066)

Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis

$ (1,622)

$ (1,991)

Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share)

$ (0.01)

$ (0.02)

Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share)

(0.01)

(0.02)

Basic net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share)

0.38

$ 0.39

0.38

Diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share)

$ 0.38

[1]	Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation

Discontinued Operations - Schedule Of Cash Flow Statement Of Discontinued Operations (Detail) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Schedule Of Cash Flow Statement Of Discontinued Operations [Line Items]

Net cash flows provided by (used in) operating activities of discontinued operations

$ (3,644)

$ (18,601)

$ (16,746)

Net cash flows provided by (used in) investing activities of discontinued operations

(446)

10,979

Net cash flows provided by (used in) financing activities of discontinued operations

1,781

8,650

2,294

Calyxt [Member]

Schedule Of Cash Flow Statement Of Discontinued Operations [Line Items]

Net cash flows provided by (used in) operating activities of discontinued operations

(3,644)

^[1]

(18,601)

(16,746)

Net cash flows provided by (used in) investing activities of discontinued operations

^[1]

(446)

10,979

Net cash flows provided by (used in) financing activities of discontinued operations

1,781

^[1]

8,650

2,294

(Decrease) increase in cash and cash equivalents

$ (1,784)

^[1]

$ (10,396)

$ (3,473)

[1]	Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation

Discontinued Operations - Schedule Of Income Statement Of Discontinued Operations (Detail) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Jun. 30, 2023

Sep. 30, 2023

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Schedule Of Income Statement Of Discontinued Operations [Line Items]

Revenues and other income

$ 2,001

$ 5,560

$ 7,203

$ 9,193

$ 25,725

$ 38,597

Operating expenses

(25,660)

(52,612)

(74,926)

(106,495)

(115,390)

(142,077)

Net financial gain (loss)

(67,723)

(97,302)

(89,666)

(103,481)

(5,845)

(10,247)

(6,952)

(19,163)

(8,935)

6,731

Net income (loss) from discontinued operations

$ 13,834

$ 8,392

$ (15,345)

$ (28,358)

Basic net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations

$ 0.33

$ 0.29

$ 0.28

^[1]

$ (0.16)

$ (0.39)

Diluted net income (loss) attributable to shareholders of Cellectis from discontinued operations, per share ($ /share)

$ 0.33

$ 0.29

$ 0.28

^[1]

$ (0.16)

$ (0.39)

Calyxt [Member]

Schedule Of Income Statement Of Discontinued Operations [Line Items]

Revenues and other income

$ 43

^[1]

$ 157

$ 28,475

Operating expenses

(10,944)

^[1]

(21,342)

(55,671)

Net financial gain (loss)

(10,901)

^[1]

(21,186)

(27,196)

(3,307)

^[1]

5,840

(1,162)

Profit from deconsolidation

^[1]

22,600

Net income (loss) from discontinued operations

$ 8,392

^[1]

$ (15,345)

$ (28,358)

[1]	Figures for the year-end period ended December 31, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 and the gain on deconsolidation

Other current liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Other Current Liabilities


	As of December 31, 2022		As of December 31, 2023

	$ in thousands
VAT Payables		3,058		-
Accruals for personnel related expenses		9,421		9,368
Other		700		852
Total other current liabilities		13,179		10,219

Accounting principles

12 Months Ended

Dec. 31, 2023

Accounting principles

Note 2. Accounting principles

2.1 Basis of preparation

The Consolidated Financial Statements of Cellectis as of and for the year ended December 31, 2023 were approved by our Board of Directors on April 29, 2024.

Our Consolidated Financial Statements are presented in thousand U.S. dollars.

The Consolidated Financial Statements have been prepared using the historical cost measurement basis except for certain assets and liabilities that are measured at fair value in accordance with IFRS.

Application of new or amended standards or new amendments

The following pronouncements and related amendments have been adopted by us from January 1, 2023 but had no significant impact on the Consolidated Financial Statements:

•

Amendments to IAS 1 – Classification of Liabilities as Current or Non-current (issued in July 2020 and Effective for the accounting periods as of January 1, 2023)

•

Amendments to IAS 8 – Definition of Accounting Estimates (issued on 12 February 2021 and Effective for the accounting periods as of January 1, 2023)

•

Amendments to IAS 1 and IFRS Practice Statement 2 –Disclosure of Accounting Policies (issued in March 2021 and Effective for the accounting periods as of January 1, 2023)

•

Standards, interpretations and amendments issued but not yet effective

•

Amendments to IAS 1 regarding the classification of liabilities (issued in January 2020 and Effective for the accounting periods as of January 1, 2024)

•

Amendments to IAS 1 regarding the classification of debt with covenants (issued in October 2022 and Effective for the accounting periods as of January 1, 2024)

•

Going concern

The consolidated financial statements were prepared on a going concern basis.

2.2 Currency of the financial statements

The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of Cellectis, which is the euro.

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

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 consolidation.

Investments in associates

Associates are entities in which the Group has significant influence in respect of financial and operating policy decisions, but not control. Significant influence is assessed through voting rights.

Investments in associates are accounted for under the equity method and are initially recognized at cost.

The consolidated financial statements include the Group’s share of the total comprehensive income of associates from the date when significant influence is obtained until the date it ceases.

2.4 Foreign currencies

Foreign currency transactions and balances

Foreign currency translation

Gains and losses arising from currency translation are recognized in other comprehensive loss.

Consolidated financial statements are then converted into U.S. dollars using the method described in Note 2.2.

•

the differential between the average exchange rate and the period end rates applied to the cash flows of the period;

•

the differential between the opening exchange rates and the period end exchanges rate applied on our opening cash and cash equivalents balance denominated in dollars; and

•

the foreign exchange rate impact of the conversion of the financial statements of our US subsidiaries.

2.5 Use of judgment, estimates and assumptions

The Group’s exposure to risks and uncertainties is disclosed in Note 9.3: Financial instruments risk management and policies.

Estimates and assumptions

•

Revenue Recognition: Collaboration Agreements and Licenses, Sales of Products and Services (Note 4.1)

•

Research Tax Credit (Note 4.1)

•

Share-Based Compensation (Note 17)

•

Provisions for risks and charges (Note 19)

•

Current financial assets (Note 12.1)

•

Non Current financial assets (Note 13)

•

Impairment tests (Note 6)

2.6 Accounting treatment of significant transactions of the period

On November 1, 2023, Cellectis and AstraZeneca announced that they entered into a Joint Research and Collaboration Agreement (the “AZ JRCA”) and an Initial Investment Agreement ("IIA").

Analysis of the Joint Research Collaboration Agreement

Interdependence of the Initial Investment Agreement and the Subsequent Investment Agreement with the AZ JRCA

The fair value of the IIA at the initial recognition date was determined on the basis of Cellectis' share price at the date of signature, as follows:


	As of November 1, 2023
Number of shares issued		16,000,000
Spot share price (in €)		2.63
Spot foreign exchange rate		1.05
Fair value of shares in $ thousands		44,272
Proceeds received in $ thousands		80,000
Proceeds reallocated to the JRCA in $ thousands		35,728

Accounting treatment of the Subsequent Investment Agreement

At signing date of the SIA, the closing of this additional equity investment was subject to:

•

clearance of such investment from the French Ministry of Economy according to the foreign direct investment French regulations, and

•

other customary closing conditions.

Valuation of the derivative

The fair value of the derivative is estimated as follows:

•

At initial recognition on November 14, 2023, and as of December 31, 2023, assumptions used and estimated fair value are as follows:


	As of November 14, 2023			As of December 31, 2023
Number of shares to be issued		28,000,000			28,000,000
Subscription price (in $)		5.00			5.00
Expected life of derivative (in years)	0.11			0.25
Spot share price (in €)		2.33			2.76
Forward foreign exchange rate at maturity		1.09			1.10
Risk-free rate at maturity		5.7	%		5.5	%
Volatility		119.6	%	n.a.
Probability of transaction completion		72.0	%		81.0	%
Fair value in $ thousands		48,365			42,694

Sensitivity of the derivative fair value to the probability of transaction completion


Fair value in $ thousands	As of November 14, 2023		As of December 31, 2023
Probability of transaction completion -2%		47,022		41,640
Expected probability of transaction completion estimated by management		48,365		42,694
Probability of transaction completion +2%		49,709		43,748

Sensitivity of the derivative fair value to the expected life of the derivative


Fair value in $ thousands	As of December 31, 2023
Expected life of derivative +1 month		42,197
Expected life of derivative estimated by management		42,694
Expected life of derivative -1 month		43,194

Share-based payments

12 Months Ended

Dec. 31, 2023

Share-based payments

Note 17. Share-based payments

17.1 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 of 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:


	2022	2023

Weighted-Average fair values of stock options granted	1.31€	1.65€
Assumptions:
Risk-free interest rate	0.00% - 2.49%	2.45% - 2.75%
Share entitlement per options	1	1
Exercise price	2.09€ - 7.22€	1.74€ - 3.17€
Grant date share fair value	1.91€-6.74€	1.70€-3.09€
Expected volatility	58.7% - 62.5%	63.7% - 64.4%
Expected term (in years)	6.03 - 6.15	6.03 - 6.15
Vesting conditions	Performance & Service or Service	Performance & Service or Service
Vesting period	Graded	Graded

Our vesting performance conditions are split between a financial, a manufacturing and a clinical performance.

Information on stock option activity follows:


	Options Exercisable		Weighted-Average Exercise Price Per Share (in €)		Options Outstanding			Weighted-Average Exercise Price Per Share (in €)		Remaining Average Useful Life


Balance as of December 31, 2021		7,566,679		24.78		9,159,794			23.50		5.3	y
Granted				-		828,549			4.18
Exercised				-		0			-
Forfeited or Expired				-		(1,201,079	)		18.85

Balance as of December 31, 2022		7,400,519		24.58		8,787,264			22.31		4.6	y
Granted				-		1,835,411			2.86
Exercised				-		-			-
Forfeited or Expired				-		(79,516	)		22.86

Balance as of December 31, 2023		7,913,183		23.63		10,543,159			18.92		4.6	y

Share-based compensation expense related to stock option awards was $2.3 million in 2023, $2.6 million in 2022 and $5.1 million in 2021.

On January 24, 2023, the Board of Directors granted 1,417,321 stock options. For executive employees, stock options vesting period is over four years and based on performance criteria. For all other beneficiaries, the vesting period for stock options is over four years and without performance criteria.

On May 4, 2023, the Board of Directors granted 358,100 stock options. For executive employees, stock options vesting period is over four years and based on performance criteria. For all other beneficiaries, the vesting period for stock options is over four years and without performance criteria.

On June 26, 2023, the Board of Directors granted 55,690 stock options to non executive employees. The vesting period for these stock options is over four years and without performance criteria.

Warrants

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


	2016	2017

Weighted-Average fair values of warrants granted	9.33€	13.20€
Assumptions:
Risk-free interest rate	0.00% - 0.04%	0.12%
Share entitlement per options	1	1
Exercise price	18.68€ - 27.37€	24.34€
Grant date share fair value	16.42€ - 22.48€	24.95€
Expected volatility	62.8% - 63.1%	64.7%
Expected term (in years)	6	6
Vesting conditions	Service	Service
Vesting period	Graded	Graded

Information on warrants activity follows:


	Warrants Exercisable		Weighted-Average Exercise Price Per Share (in €)		Warrants Outstanding		Weighted-Average Exercise Price Per Share (in €)		Remaining Average Useful Life

Balance as of December 31, 2021		896,225		27.18		896,225		27.18		4.3	y
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited or Expired		-		-		-		-

Balance as of December 31, 2022		896,225		27.18		896,225		27.18		3.3	y
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited or Expired		557,350		27.48		557,350		27.48

Balance as of December 31, 2023		338,875		26.69		338,875		26.69		2.4	y

There was no share-based compensation expense related to non-employee warrants in 2023, 2022 and 2021.

Free shares

The free shares granted prior to 2018 are subject to a two-year vesting period and additional two-year holding period for French residents and four-years vesting period for foreign residents.

The free shares granted in 2018 and until 2021 are subject to at least one-year vesting and additional one-year vesting period for French residents and two-years vesting period for foreign residents. The vesting of free shares granted to executive officers of the Company in October 2020 are subject to performance conditions with a minimum vesting of a 3-year period.

The free shares granted in 2021 and after are subject to a three-year vesting period for all employees, provided that the free shares granted to executive officers are subject to performance conditions with a minimum vesting of a 3-year period.

Our vesting performance conditions are split between a financial, a manufacturing and a clinical performance.

Information on free shares activity follows:


	Number of Free shares Outstanding			Weighted-Average Grant Date Fair Value (in €)

Unvested balance of December 31, 2021		922,701			14.15
Granted		354,770			2.79
Vested		(191,658	)		17.96
Cancelled		(176,700	)		13.99

Unvested balance as of December 31, 2022		909,113			11.18
Granted		342,900			3.08
Vested		(167,433	)		22.45
Cancelled		(67,042	)		11.40

Unvested balance as of December 31, 2023		1,017,538			6.59

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 $2.9 million in 2023, $3.5 million in 2022 and $6.4 million in 2021.

17.2 Detail of Calyxt equity awards

Pursuant to Calyxt’s deconsolidation, stock and share-based compensation expenses related to Calyxt equity awards until May 31, 2023 were classified as discontinued operations.

For the period prior to the Calyxt merger, stock and share-based compensation expense has been estimated considering the existence of vesting acceleration and exit event clauses in the grant agreements and the probability of the events occurring, as the merger constitutes a triggering event of these clauses under the terms of certain grant agreements.

Stock-based compensation expense related to stock option awards was $1.8 million, compared to an expense of $0.9 million for the year ended December 31, 2023 and 2022, respectively. This increase is mainly due to the inclusion in the estimated expense of accelerated vesting clauses in connection with the merger.

Share-based compensation expense related to restricted stock units awards was $2.4 million, compared to an expense of $0.7 million due for the year ended December 31, 2023 and 2022, respectively. This increase is mainly due to the inclusion in the estimated expense of accelerated vesting clauses in connection with the merger.

Share-based compensation expense related to performance stock units awards was a reversal of $0.3 million mainly due to departures, compared to an expense of $0.3 million for the year ended December 31, 2023 and 2022, respectively.

Cover Page	12 Months Ended
Cover Page	Dec. 31, 2023 shares
Document Information [Line Items]
Document Type	20-F
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Registrant Name	CELLECTIS S.A.
Entity Central Index Key	0001627281
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding	71,751,201
Entity Shell Company	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Ordinary shares, nominal value €0.05 per share*
Security Exchange Name	NASDAQ
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Entity Address, Country	FR
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Address, Address Line One	8, rue de la Croix Jarry
Entity File Number	001-36891
Entity Incorporation, State or Country Code	I0
Entity Address, City or Town	Paris
Entity Address, Postal Zip Code	75013
Document Accounting Standard	International Financial Reporting Standards
No Trading Symbol Flag	true
Auditor Firm ID	1704
Auditor Name	Ernst & Young et Autres
Auditor Location	Courbevoie, France
Business Contact [Member]
Document Information [Line Items]
Entity Address, Country	FR
Contact Personnel Name	Marie-Bleuenn Terrier
Entity Address, Address Line One	8, rue de la Croix Jarry
Entity Address, City or Town	Paris
Entity Address, Postal Zip Code	75013
City Area Code	33
Local Phone Number	1 81 69 16 00
Contact Personnel Fax Number	+33 (0)1 81 69 16 06
American Depositary Shares [member]
Document Information [Line Items]
Trading Symbol	CLLS
Title of 12(b) Security	American Depositary Shares, each representing one American Depository Shares, each representing one
Security Exchange Name	NASDAQ

Commitments (Tables)

12 Months Ended

Dec. 31, 2023

Details of commitments


As of December 31, 2023	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
	$ in thousands
Lease agreement		63,349		11,107		19,647		15,046		17,548
License and collaboration agreements		13,480		1,400		2,800		2,800		6,480
Clinical & Research and Development agreements		71		71		-		-		-
IT licensing agreements		319		233		86		-		-
State Guaranteed loan « PGE »		14,057		5,107		8,950		-		-
EIB loan		22,100		-		-		-		22,100
Bpifrance's advance		1,910		-		-		433		1,477
Total contractual obligations		115,286		17,918		31,483		18,279		47,606

Trade Receivables and Other Current Assets - Disclosure of Subsidies Receivables (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Receivables1 [abstract]
Research tax credit	$ 20,900	$ 14,496
Other subsidies	0	0
Total subsidies receivables	$ 20,900	$ 14,496

Right-of-use Assets - Details Information About Breakdown Of Right Of Use Assets (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	$ 44,275
Depreciation & impairment expense	(69)	$ (492)	$ (304)
Ending balance	38,060	44,275
Right-of-use assets [member]
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	44,275	69,423	73,845
Additions	1,776	706	6,197
Disposal	(102)	(3,447)
Depreciation & impairment expense	(8,399)	(8,046)	(9,021)
Translation adjustments	510	(1,099)	(1,598)
Reclassification to assets held for sale		(13,263)
Ending balance	38,060	44,275	69,423
Gross value at end of period	69,885	67,163	89,478
Accumulated depreciation and impairment at end of period		(22,889)	(20,056)
Accumulated depreciation at end of period	(31,825)
Right-of-use assets [member] \| Buildings [Member]
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	33,666	55,197	62,424
Additions	1,678	396	(139)
Disposal	(102)	(2,988)
Depreciation & impairment expense	(5,081)	(4,766)	(5,721)
Translation adjustments	442	(915)	(1,367)
Reclassification to assets held for sale		(13,257)
Ending balance	30,602	33,666	55,197
Gross value at end of period	51,863	49,421	69,782
Accumulated depreciation and impairment at end of period		(15,755)	(14,586)
Accumulated depreciation at end of period	(21,261)
Right-of-use assets [member] \| Office and laboratory equipment [member]
Disclosure of quantitative information about right-of-use assets [line items]
Beginning balance	10,608	14,226	11,421
Additions	98	310	6,336
Disposal	0	(459)
Depreciation & impairment expense	(3,318)	(3,280)	(3,300)
Translation adjustments	69	(183)	(231)
Reclassification to assets held for sale		(6)
Ending balance	7,457	10,608	14,226
Gross value at end of period	18,022	17,742	19,696
Accumulated depreciation and impairment at end of period		$ (7,133)	$ (5,470)
Accumulated depreciation at end of period	$ (10,565)

Information Concerning the Group's Consolidated Operations - Disclosure of Deferred Tax Assets and Liabilities Reflected in the Statement of Financial Position (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets and liabilities [abstract]
Deferred tax liabilities	$ (158)
Net deferred tax assets/(liabilities)	$ (158)	$ 0	$ 0

Intangible Assets - Details Information About Intangible Assets (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure of detailed information about intangible assets [line items]
Beginning balance	$ 718	$ 1,854	$ 1,584
Additions	0	8	956
Disposal	0		(310)
Reclassification		92	0
Depreciation & impairment expense	(69)	(492)	(304)
Translation adjustments	22	(47)	(72)
Reclassification to assets held for sale		(697)
Ending balance	671	718	1,854
Gross value at end of period	2,978	2,961	4,078
Accumulated depreciation and impairment at end of period	(2,306)	(2,192)	(2,225)
Software and Patents [member]
Disclosure of detailed information about intangible assets [line items]
Beginning balance	114	1,212	889
Additions	0	8	0
Disposal	0		(310)
Reclassification		92	956
Depreciation & impairment expense	(69)	(492)	(304)
Translation adjustments	1	(10)	(19)
Reclassification to assets held for sale		(697)
Ending balance	46	114	1,212
Gross value at end of period	2,352	2,357	3,437
Accumulated depreciation and impairment at end of period	(2,306)	(2,192)	(2,225)
Assets Under Construction [Member]
Disclosure of detailed information about intangible assets [line items]
Beginning balance	604	641	695
Additions	0	0	956
Disposal	0		0
Reclassification		0	(956)
Depreciation & impairment expense	0	0	0
Translation adjustments	22	(37)	(54)
Reclassification to assets held for sale		0
Ending balance	626	604	641
Gross value at end of period	626	604	641
Accumulated depreciation and impairment at end of period	$ 0	$ 0	$ 0

The Company - Additional Information (Detail) - $ / shares			1 Months Ended	12 Months Ended
	Jun. 01, 2023	May 31, 2023	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2021	Dec. 31, 2020
Disclosure of subsidiaries [line items]
Ownership interest in subsidiary	100.00%		100.00%
Par value per share				$ 0.05	$ 0.05	$ 0.05	$ 0.05
Calyxt Inc [Member]
Disclosure of subsidiaries [line items]
Ownership interest in subsidiary	2.90%	48.00%		49.10%
Calyxt Inc [Member] \| Common Stock [Member]
Disclosure of subsidiaries [line items]
Par value per share		$ 0.0001
Calyxt Inc [Member] \| Class A Common Stock [Member]
Disclosure of subsidiaries [line items]
Par value per share		$ 0.0001
Number of shares issued		16,527,484

Right-of-use Assets - Additional Information (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	May 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure of quantitative information about right-of-use assets [line items]
Right-of-use assets	$ 38,060		$ 44,275
Calyxt [Member]
Disclosure of quantitative information about right-of-use assets [line items]
Right-of-use assets	0	$ 13,139	13,263
FRANCE
Disclosure of quantitative information about right-of-use assets [line items]
Right-of-use assets	14,000		15,000	$ 18,000
UNITED STATES
Disclosure of quantitative information about right-of-use assets [line items]
Right-of-use assets	$ 24,000		$ 29,000	$ 51,000

Trade Receivables and Other Current Assets - Disclosure of Trade Receivables (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Trade and other receivables [abstract]
Trade receivables	$ 569	$ 772
Provision for expected credit losses	0	0
Total net value of trade receivables	$ 569	$ 772

Accounting Principles - Summary of Assumptions Used and Estimated Fair Value (Detail) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 14, 2023 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Disclosure of changes in accounting estimates [line items]
Number of shares to be issued \| shares	28,000,000	28,000,000
Subscription price	$ 5	$ 5
Expected life of derivative	1 month 9 days	3 months
Spot share price	$ 2.33	$ 2.76
Probability of transaction completion	72.00%	81.00%
Fair value \| $	$ 48,365	$ 42,694
Forward Foreign Exchange Rate [Member]
Disclosure of changes in accounting estimates [line items]
Rate at maturity	1.09	1.1
Risk-Free Rate [Member]
Disclosure of changes in accounting estimates [line items]
Rate at maturity	5.7	5.5
Volatility [Member]
Disclosure of changes in accounting estimates [line items]
Rate at maturity	119.6

Provisions (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Estimation of Retirement Indemnity to Employee

Details of Provisions

Details of provisions


	As of January 1, 2022			Additions		Amounts used during the period			Reversals			OCI			As of December 31, 2022
	$ in thousands
Pension		4,073	-		555		-			-			(2,238	)		2,390
Employee litigation and severance		508	-		-		(169	)		(73	)		(33	)		234
Commercial litigation		77	-		-		-			-			(4	)		72
Other provision for charges		287								(97	)		(18	)		171
Total		4,944	-		555		(169	)		(171	)		(2,293	)		2,867
Non-current provisions		4,073	-		555		-			-			(2,238	)		2,390
Current provisions		871	-		-		(169	)		(171	)		(55	)		477


	As of January 1, 2023		Additions		Amounts used during the period		Reversals		OCI			As of December 31, 2023
	$ in thousands
Pension		2,390		327		-		-		(517	)		2,200
Employee litigation and severance		234		-		-		-		8			242
Commercial litigation		72		503		-		-		13			588
Provision for tax litigation		-		615		-		-		13			628
Other provision for charges		171		102		-		-		8			281
Total		2,867		1,547		-		-		(473	)		3,940
Non-current provisions		2,390		327		-		-		(517	)		2,200
Current provisions		477		1,219		-		-		44			1,740

As part of the estimation of our obligations, the following assumptions were used for all categories of employees:


	2021			2022			2023
% social security contributions		45.00	%		45.00	%		47.13	%
Salary increases		3.50	%		2.50	%		2.50	%
Discount rate		1.13	%		3.72	%		3.53	%
Terms of retirement	Based on the employer initiative
Retirement age	65 years old			65 years old			66 years old

Summary of Net Defined Benefit Liability and Components

The following table shows reconciliation from the opening balances to the closing balances for net defined benefit liability and its components.


	$ in thousands
As of January 1, 2021		(4,010	)
Current service cost		(602	)
Interest cost		(26	)
Benefit paid		-
Actuarial gains and losses		231
Reclassification/CTA		334
As of December 31, 2021		(4,073	)
Current service cost		(512	)
Interest cost		(43	)
Benefit paid		-
Actuarial gains and losses		2,227
Reclassification/CTA		11
As of December 31, 2022		(2,390	)
Current service cost		(237	)
Interest cost		(90	)
Benefit paid
Actuarial gains and losses		597
Reclassification/CTA		(80	)
As of December 31, 2023		(2,200	)

Trade Receivables and Other Current Assets - Additional Information (Detail) - USD ($) $ in Thousands		12 Months Ended
	Dec. 13, 2023	Dec. 31, 2023	Dec. 31, 2022	Feb. 28, 2022
Prepaid expenses and other current assets [line items]
Payment of receivable related to extension of option term		$ 500
Research tax credit receivables		11,900
Trade receivables		569	$ 772
Reimbursement of research tax credit			700
Deferred expenses and other current assets		345	538
License Agreement With Two Partner [Member]
Prepaid expenses and other current assets [line items]
Trade receivables		300
France [Member]
Prepaid expenses and other current assets [line items]
Research tax credit receivables		5,600	6,700	$ 800
Reimbursement of research tax credit	$ 700
France [Member] \| Previously stated [member]
Prepaid expenses and other current assets [line items]
Research tax credit receivables		$ 15,000	$ 7,200

Information Concerning the Group's Consolidated Operations - Disclosure of Income Tax (Expense or Income) (Parenthetical) (Detail)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Consolidated operations [line items]

Applicable tax rate

^[1]

25.12%

25.16%

24.38%

Consolidated operations [line items]

Applicable tax rate

21.00%

Consolidated operations [line items]

Applicable tax rate

25.00%

[1]	The Group’s theoretical tax rate corresponds to the average of the income tax rates of each country in which the Group operates, i.e. for the year ended December 31, 2023 25% for France and 21% for the United States, weighted by the pre-tax income from each country.

Capital (Tables)

12 Months Ended

Dec. 31, 2023