Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
15 Novembre 2023 - 1:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of
Foreign Private Issuer
Pursuant to Rule 13a-16 or
15d-16
Of the Securities Exchange Act of 1934
Date of Report: November 15, 2023
Commission File Number: 001-36891
Cellectis S.A.
(Exact
Name of registrant as specified in its charter)
8, rue de la
Croix Jarry
75013 Paris, France
+33 1 81 69 16 00
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
Cellectis S.A.
This information included in this report on Form 6-K, including the Press Release filed as Exhibit 99.1, shall be
deemed to be incorporated by reference in the Companys registration statements on Form F-3 (No. 333-265826) and Form
S-8 (Nos. 333-204205, 333-214884, 333-222482,
333-227717, 333-258514, 333-267760 and 333-273777), to the extent not superseded by
documents or reports subsequently filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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CELLECTIS S.A |
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(Registrant) |
Date: November 15, 2023 |
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By: |
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/s/ André Choulika |
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Name: |
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André Choulika |
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Title: |
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Chief Executive Officer |
Exhibit 99.1
Cellectis Announces the execution of the
Subsequent Investment Agreement with AstraZeneca
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Execution of binding subsequent investment agreement regarding contemplated additional equity investment of
$140M by AstraZeneca, previously announced on November 1, 2023. |
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Extraordinary shareholders meeting of Cellectis to be held on or around December 22,
2023 to approve such investment. |
New York, NY November 15, 2023 Cellectis (Euronext Growth:
ALCLS NASDAQ: CLLS) today announced that, following the consultation of its works council, it has now signed a binding Subsequent Investment Agreement with AstraZeneca (LSE/STO/Nasdaq: AZN) regarding the contemplated additional equity
investment of $140M by AstraZeneca, which was previously announced on November 1, 2023. 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 (the Additional Investment).
The closing of the Additional
Investment remains subject to (i) the approval of the extraordinary general meeting of the shareholders of Cellectis to be called in the coming days and expected to be held on or around December 22, 2023, (ii) clearance of such investment
from the French Ministry of Economy according to the foreign direct investment French regulations, and (iii) other customary closing conditions. Immediately following the Additional Investment, 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 currently outstanding).
In the absence of a public offering, no prospectus will be established in France or outside of France in connection with the Additional Investment.
About Cellectis
Cellectis is a clinical-stage
biotechnology company using its pioneering gene-editing platform to develop life-saving cell and gene therapies. Cellectis utilizes an allogeneic approach for CAR-T immunotherapies in oncology, pioneering the
concept of off-the-shelf and ready-to-use gene-edited CAR
T-cells to treat cancer patients, and a platform to make therapeutic gene editing in hemopoietic stem cells for various diseases. As a clinical-stage biopharmaceutical company with over 23 years of experience
and expertise in gene editing, Cellectis is developing life-changing product candidates utilizing TALEN®, its gene editing technology, and PulseAgile, its pioneering electroporation system to
harness the power of the immune system in order to treat diseases with unmet medical needs. Cellectis headquarters are in Paris, France, with locations in New York, New York and Raleigh, North Carolina. Cellectis is listed on the Nasdaq Global
Market (ticker: CLLS) and on Euronext Growth (ticker: ALCLS).
Cautionary Statement
This press release contains certain forward-looking statements within the meaning of applicable securities laws, including the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as contemplated, expected, remains subject to, and similar expressions. These forward-looking statements are made in light
of information currently available to us and based on assumptions that Cellectis considers to be reasonable. However, they are subject to numerous risks and uncertainties, including the risk that conditions to closing, including necessary
shareholders and/or regulatory approvals, are not satisfied. Furthermore, many other important risks factors and uncertainties, including those described in our Annual Report on Form 20-F filed with the
U.S. Securities and Exchange Commission (the SEC) on March 14, 2023 (as amended on October 31, 2023), under Risk Factors (copies of which are available on www.cellectis.com), may adversely affect such forward-looking statements
and cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Except as required by law, we assume no obligation to update these forward-looking statements
publicly, or to update the reasons why actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.
For further information on Cellectis, please contact:
Media
contact:
Patricia Sosa Navarro, Chief of Staff to the CEO, +33 (0)7 76 77 46 93, media@cellectis.com
Investor Relations contacts:
Arthur Stril, Chief
Business Officer, +1 (347) 809 5980, investors@cellectis.com
Ashley R. Robinson, LifeSci Advisors, +1 617 430 7577
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