Cellectis Announces Pricing of Follow-On Offering
Published on February 02, 2023
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, announces the pricing of its previously announced underwritten global offering by way of a capital increase of 8,800,000 American Depositary Shares (“ADS”), each representing the right to receive one ordinary share of Cellectis, nominal value €0.05 per share (the “Global Offering”), 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”), which launched on February 2, 2023, at a price to the public of $2.50 per ADS. The aggregate net proceeds to be received by Cellectis from the sale of ADSs in the Global Offering are expected to be approximately $20.2 million, equivalent to approximately €18.5 million, after deducting the estimated expenses related to the Global Offering and the underwriting commissions payable by Cellectis. The closing of the Global Offering is expected to occur on or about February 7, 2023, subject to customary closing conditions.
Jefferies LLC and Barclays Capital Inc. are acting as joint book-running managers for the Global Offering.
Cellectis 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, 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 listing of Cellectis’ ordinary shares on Euronext Growth in Paris will be suspended on February 3, 2023 until the opening of trading of Cellectis’ ADSs on the Nasdaq Global Market at 3:30 pm (Paris time)/ 9:30 a.m. (New York time), prior to which Cellectis will publish the allocation of share capital to be effective following settlement and delivery of the ADSs sold in the Global Offering. The 8,800,000 ADSs to be issued in the Global Offering will result in a dilution of approximately 16.2% of Cellectis’ outstanding share capital as of September 30, 2022 on a non-diluted basis excluding the exercise of the option granted to the Underwriters to purchase additional ADSs and approximately 18.2% of Cellectis’ outstanding share capital as of September 30, 2022 on a non-diluted basis in the case of a full exercise of the option granted to the Underwriters to purchase additional ADSs. On an illustrative basis, a shareholder holding 1% of Cellectis’s capital before the Global Offering will now hold a stake of 0.84% excluding the exercise of the option granted to the Underwriters to purchase additional ADSs.
The ordinary shares underlying the ADS offered in the Global Offering will be subject to an application for admission to trading on Euronext Growth in Paris on the same trading line as the existing ordinary shares under the same ISIN code FR0010425595 and under the ticker “ALCLS” and are expected to start trading on or about February 7, 2023.
The offering price of $2.50 per ADS, corresponding to an offering price of €2.29 per ordinary share (based on an exchange rate of €1.00 = $1.0914 as published by Bloomberg on February 2, 2023), is 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 has been 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.
In connection with the Global Offering, Cellectis granted Jefferies LLC and Barclays Capital Inc. (the “Underwriters”) a 30-day option to purchase up to an additional 1,320,000 ADSs representing 15% of the Global Offering size and on the same terms and conditions.
In connection with the Global Offering, Jefferies LLC, acting as stabilization agent, may effect transactions with a view to supporting, stabilizing, or maintaining the market price of the ADSs at a level higher than which might otherwise prevail in the open market for Cellectis’ ADSs. However, there is no assurance that the stabilization agent will take any stabilization action and, if begun, such action may be ended at any time without prior notice. Any stabilization action or over-allotment shall be carried out in accordance with all applicable rules and regulations and may be undertaken on the Nasdaq Global Market.
The ADSs are being offered pursuant to an effective shelf registration statement on Form F-3 (Registration No. 333-265826), 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 is being made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the Global Offering has been filed with the SEC on February 2, 2023 and is available on the SEC’s website at www.sec.gov. The final prospectus supplement relating to the Global Offering will be filed with the SEC. When available, 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 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 the European Union or any of its member states.