Cellectis Announces Launch of Follow-On Offering

Published on February 02, 2023

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NEW YORK, February 2, 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, today announced the launch of a global offering of USD 22 million of its American Depositary Shares (“ADS”), each representing one ordinary share of Cellectis, nominal value €0.05 per share (the “Global Offering”) pursuant to an underwriting agreement, to be entered into by Cellectis, Jefferies LLC and Barclays Capital Inc. The Global Offering is comprised of a public offering of ADS in the United States of America only and a private placement in other countries, including in European Union member States, exclusively to “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”).

Jefferies LLC and Barclays Capital Inc. (the “Underwriters”) are acting as joint book-running managers for the Global Offering.

The Company plans to use the net proceeds of the Global Offering to fund the continued clinical development of UCART123, UCART22, UCART20x22, and UCARTCS1, and for working capital and other general corporate purposes.

The Global Offering is subject to market and other conditions and the final aggregate amount of the Global Offering is subject to change. The aggregate amount of the Global Offering, the price in dollars at which ADSs will be sold in the proposed Global Offering, as well as the final number of ADSs, up to a maximum amount of 13,645,293 ADSs represented by ordinary shares of the Company, will be determined by the Chief Executive Officer following an accelerated bookbuilding process commencing immediately, in accordance with a sub-delegation granted by the Company’s Board of Directors (Conseil d’Administration) on February 2, 2023. The corresponding subscription price of the new ordinary shares underlying the ADSs will not be less than the volume weighted-average of the trading prices of the Company’s ordinary shares on the Euronext Growth in Paris over the three trading sessions prior to pricing of the Global Offering, subject to a maximum discount of 20%. The new ordinary shares underlying the ADSs will be issued through a capital increase without shareholders' pre-emptive rights under the provisions of Article L. 225-136 of the French Commercial Code and in accordance with the delegations granted pursuant to the 17th resolution adopted at the combined meeting of the Company’s shareholders held on June 28, 2022.

In connection with the Global Offering, Cellectis expects to grant the Underwriters a 30-day option to purchase up to an additional 15% of the actual aggregate Global Offering size on the same terms and conditions provided that the aggregate number of new ordinary shares issued in the Global Offering and pursuant to the option shall not exceed 13,645,293, pursuant to Article L. 225-135-1 of the French Commercial Code and the 19th resolution adopted at the combined meeting of the Company’s shareholders’ held on June 28, 2022.

A shelf registration statement on Form F-3 (including a prospectus) relating to Cellectis’ American Depositary Shares was filed with the Securities and Exchange Commission (“SEC”) on June 24, 2022 and subsequently declared effective on July 7, 2022. Before purchasing American Depositary Shares in the Global Offering, you should read the preliminary prospectus supplement and the accompanying prospectus filed with the SEC on February 2, 2023, together with the documents incorporated by reference therein. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, a copy of the preliminary 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. The preliminary prospectus supplement and the accompanying prospectus, together with the documents incorporated by reference therein, do not include any inside information (as defined under Article 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of  April 16, 2014 on market abuse as amended (MAR)).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. In particular, no public offering of the ADSs will be made in Europe.

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