Cellectis Announces Closing of Global Offering and Exercise of Underwriters’ Option to Purchase Additional Shares

Published on February 07, 2023

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NEW YORK (NY) - February 7, 2023 - Cellectis S.A. (“Cellectis” or the “Company”) (Euronext Growth: ALCLS - NASDAQ: CLLS), a clinical-stage biotechnology company using its pioneering gene-editing platform to develop life-saving cell and gene therapies, announced today:

  • the initial closing on February 7, 2023 of the previously announced underwritten global offering by way of a capital increase of 8,800,000 American Depositary Shares (the “ADSs”), each representing the right to receive one ordinary share of Cellectis, nominal value €0.05 per share (the “Global Offering”), which launched on February 2, 2023; and
  • the exercise by the underwriters, Jefferies LLC and Barclays Capital Inc., of their option (the “Option”) to purchase an additional 1,107,800 ordinary shares (the “Additional Ordinary Shares”) of the Company to be delivered in the form of an aggregate of 1,107,800 ADSs (the “Additional ADSs”).

The Additional ADSs will be listed on the Nasdaq Global Market under the symbol “CLLS”, and the Company’s Additional Ordinary Shares will be listed on Euronext Growth in Paris under the symbol “ALCLS”. The closing of the Option is expected to occur on February 8, 2023, subject to customary closing conditions.

Following the Global Offering and Option exercise, the total number of ordinary shares issued in the form of ADSs amounts to 9,907,800, bringing the gross proceeds of the Global Offering and Option to the Company to approximately $24,769,500 (€22,695,162.18) and the aggregate net proceeds to the Company, after deducting underwriting commissions and estimated offering expenses, to approximately $22,783,330 (€20,875,325.27).

Jefferies LLC and Barclays Capital Inc. acted as joint book-running managers for the Global Offering.

The Company plans to use (i) approximately $17.0 million (€15.6 million) of the net proceeds of the Global Offering to fund the continued clinical development of UCART 123, UCART22, UCART20x22, and UCARTCS1, and (ii) any remainder for working capital and other general corporate purposes.

Based on the planned use of proceeds from the Global Offering and Option, Cellectis believes that its cash and cash equivalents and cash flow from operations (including payments it expects to receive pursuant to collaboration agreements and anticipated government funding of research programs, but excluding any potential borrowings under the Company’s finance contract with European Investment Bank) will be sufficient to fund Cellectis’ operations into Q2 2024.

The offering price of $2.50 per Additional ADS, corresponding to an offering price of €2.29 per Additional Ordinary Share (based on an exchange rate of €1.00 = $1.0914 as published by Bloomberg on February 2, 2023), was equal to the volume weighted average price of Cellectis’ ordinary shares on Euronext Growth in Paris over the last three trading sessions preceding the pricing of the Global Offering (i.e., January 31 and February 1 and 2, 2023), minus a discount of 20%, and was determined by Cellectis pursuant to the 17th resolution of Cellectis, which was approved at the combined meeting of the Company’s shareholders held on June 28, 2022.

The partial exercise of the Option is part of stabilization activities carried out since the announcement of Cellectis' Global Offering. The stabilization period is now closed.

The ADSs and the Additional ADSs are being offered pursuant to an effective shelf registration statement on Form F-3 (Registration No. 333-265826) relating to the securities to be issued in the Global Offering (including the Option), which was filed with the Securities and Exchange Commission (SEC) on June 24, 2022 and subsequently declared effective on July 7, 2022.

The Global Offering and the Option were made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and a final preliminary prospectus relating to the Global Offering and the Option were filed with the SEC on February 2, 2023 and are available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement (and accompanying prospectus) relating to the Global Offering may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022 or by telephone at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone (888) 603-5847 or by email at Barclaysprospectus@broadridge.com.  This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

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