Cellectis S.A. (NASDAQ: CLLS – EURONEXT GROWTH: ALCLS) (the
“Company”), a clinical-stage biotechnological company employing its
core proprietary technologies to develop best-in-class products
based on gene-edited allogeneic CAR T-cells in the field of
immuno-oncology, today announced that it has filed a prospectus
supplement with the Securities and Exchange Commission (“SEC”)
relating to an At-The-Market (ATM) program, pursuant to which it
may offer and sell to eligible investors a total gross amount of up
to $125.0 million of American Depositary Shares (“ADS”), each ADS
representing one ordinary share of Cellectis, from time to time in
sales deemed to be an “at the market offering” pursuant to the
terms of a sales agreement with Jefferies LLC (“Jefferies”), acting
as sales agent. The timing of any sales will depend on a variety of
factors. The ATM program is presently intended to be effective
through the expiration of the existing registration statement, i.e.
until June 2, 2023, unless terminated prior to such date in
accordance with the sales agreement or the maximum amount of the
program has been reached.
The Company currently intends to use the net
proceeds, if any, of sales of ADSs issued under the program (i) to
fund the research and development of its product candidates, (ii)
to pursue new human therapeutics approaches based on its
proprietary gene editing technology outside of oncology, (iii) to
fund manufacturing activity in its proprietary state-of-the-art
facility in Raleigh, North Carolina, and (iv) for working capital
and general corporate purposes.
Jefferies, as sales agent, will use commercially
reasonable efforts to arrange on the Company’s behalf for the sale
of all ADSs requested to be sold by the Company, consistent with
Jefferies’ normal sales and trading practices. Sales prices may
vary based on market prices and other factors. Only eligible
investors (as described in greater detail below) may purchase ADSs
under the ATM program.
The ADSs and the underlying ordinary shares will
be issued through a capital increase without shareholders’
preferential subscription rights under the provisions of Article L.
225-138 of the French Commercial Code (Code de commerce) and
pursuant to the 13th and/or 15th resolutions adopted by the Annual
General Meeting of Shareholders held on June 29, 2020 (or any
substitute resolutions, adopted from time to time), within the
limit of a maximum number of 12,799,700 ordinary shares (being the
maximum authorized by the shareholders for each such resolution),
representing a maximum potential dilution of approximately 29.74%
based on the existing share capital of the Company.
The ATM program may only be issued to the
categories of investors defined in the 13th and/or 15th resolutions
(or any similar resolutions that may be substituted to them in the
future), comprising (i) any person or legal entity, whether French
or foreign (i.e., non-French), that invests on a regular basis or
has invested at least €5 million over the preceding 36 months in
the health or biotechnology sector and/or (ii) any industrial
company, institution or entity, whether French or foreign (i.e.,
non-French), active in the health or biotechnology sectors or any
affiliate thereof. The new ordinary shares will be admitted to
trading on the market of Euronext Growth and the issued ADSs will
trade on Nasdaq.
On an illustrative basis, assuming the issuance
of the full amount of $125.0 million of ADSs under the ATM program
at an assumed offering price of $19.14, the last reported sale
price of the ADSs on Nasdaq on March 26, 2021, a holder of 1.0% of
the outstanding Company's share capital as of the date of this
press release, would hold 0.9% of the outstanding Company's share
capital after the completion of the transaction (calculated on the
basis of the number of outstanding shares on the date of
publication of this press release).
During the term of the ATM program, the Company
will include in the publication of its quarterly results
information about its use of the program during the preceding
quarter and will also provide an update after each capital increase
on a dedicated location on its corporate website in order to inform
investors about the main features of each issue that may be
completed under the ATM program from time to time.
A shelf registration statement on Form F-3
(including a prospectus) relating to Cellectis’ ADSs was filed with
the SEC and became effective upon filing. Before purchasing ADSs in
the offering, prospective investors should read the prospectus
supplement and the accompanying prospectus, together with the
documents incorporated by reference therein. Prospective investors
may obtain these documents for free by visiting EDGAR on the SEC’s
website at www.sec.gov. Alternatively, a copy of the prospectus
supplement (and accompanying prospectus) relating to the offering
may be obtained from Jefferies LLC, 520 Madison Avenue, New York,
NY 10022 or by telephone at (877) 821-7388 or by email at
Prospectus_Department@Jefferies.com. No prospectus will be subject
to the approbation of the Autorité des Marchés Financiers
("AMF").
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.
Special Note Regarding Forward-Looking
Statements
This press release contains “forward-looking”
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995, including,
but not limited to, statements regarding Cellectis’ proposed
securities offering and its intended use of proceeds. Words such as
“anticipates,” “believes,” “expects,” “intends,” “projects,”
“anticipates,” and “future” or similar expressions are intended to
identify forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause Cellectis’ actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Further information on the risk factors
that may affect company business and financial performance is
included in Cellectis’ Annual Report on Form 20-F for the year
ended December 31, 2020, and subsequent filings Cellectis makes
with the SEC from time to time. Except as required by law,
Cellectis assumes no obligation to update these forward-looking
statements publicly, or to update the reasons actual results could
differ materially from those anticipated in the forward-looking
statements, even if new information becomes available in the
future, except as required by law.
For further information, please contact:
Media contacts:
Margaret Gandolfo, 646-628-0300,Communications
ManagerMargaret.gandolfo@cellectis.com
or
Conor McGlodrick, 914-355-0927,Zeno
GroupConor.Mcgoldrick@zenogroup.com
IR contact:
Simon Harnest, 646-385-9008VP of Corporate Strategy and
Financesimon.harnest@cellectis.com
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