Cellectis S.A. — FY2023 Form 20-F Summary
Reporting period: Fiscal year ended December 31, 2023. This is an annual filing, not a standalone fourth-quarter report; the filing text does not provide clear standalone Q4 financial results. Financial statements are prepared under IFRS and presented in U.S. dollars.
Business context
Cellectis is a clinical-stage biotechnology company developing gene-edited allogeneic CAR T-cell therapies and gene-edited hematopoietic stem and progenitor cell candidates. It has no approved therapeutic products and has not generated product-sale revenue. Following the May 31, 2023 merger of Calyxt with Cibus, Cellectis retained a 2.9% interest and deconsolidated Calyxt effective June 1; Calyxt’s results are presented as discontinued operations through that date.
Financial results and liquidity
| Metric | FY2023 | FY2022 |
|---|---|---|
| Revenue | $0.8 million | $19.2 million |
| Other income | $8.4 million | $6.6 million |
| Total revenue and other income | $9.2 million | $25.7 million |
| Research and development expense | $87.6 million | $97.5 million |
| Selling, general and administrative expense | $16.8 million | $17.5 million |
| Operating loss | $97.3 million | $89.7 million |
| Net financial loss | $19.2 million | $8.9 million |
| Loss from continuing operations | $116.8 million | $98.7 million |
| Consolidated net loss | $108.4 million | $114.0 million |
| Net loss per share attributable to Cellectis shareholders | $1.77 | $2.33 |
Amounts are rounded from the filing’s thousands of dollars. FY2023 revenue declined 96% as 2022 included a $15.8 million Servier milestone and other collaboration milestones; 2023 revenue was mainly associated with Iovance and technology licenses. R&D expense decreased 10%, principally reflecting lower personnel costs and continued internalization of manufacturing and quality activities. No product-sales margin is meaningful at this pre-commercial stage.
- Cash and liquidity: Cash and cash equivalents were $136.7 million at year-end, compared with $97.7 million of cash and current financial assets combined in 2022. Current financial assets were $67.1 million, bringing cash and current financial assets to $203.8 million; this includes a $42.7 million AstraZeneca-related derivative, a $15.0 million term deposit and a $9.4 million Cibus investment, so the total is not all cash available on demand.
- Cash flows: Net cash used in operating activities was $24.7 million, including discontinued operations; continuing operations used $21.1 million. Investing activities used $15.5 million and financing activities provided $82.9 million. Financing included AstraZeneca investment proceeds, the February equity offering and EIB borrowing. The operating cash-flow improvement also reflects $59.1 million of increased deferred revenue and contract liabilities.
- Debt and obligations: Year-end liabilities included $51.5 million of lease debt, $14.1 million outstanding under the French state-guaranteed loan, an EIB loan with a reported carrying value of $18.0 million, and $11.9 million of research-tax-credit financing. Contractual obligations totalled $115.3 million, including leases, debt and license commitments.
- Balance sheet: Total assets were $334.3 million, shareholders’ equity was $84.7 million and current liabilities were $155.1 million. The increase in current liabilities from $63.0 million in 2022 was largely due to $110.3 million of deferred income and contract liabilities from the AstraZeneca arrangements.
Material changes and unusual items
- AstraZeneca transactions: Cellectis received $25 million under a five-year joint research and collaboration agreement and $80 million for 16 million ordinary shares at $5 per share. Under the agreement, up to 10 candidate products may be developed, with research-cost reimbursement, potential milestones and royalties. The company allocated $84.1 million of combined consideration to deferred revenue; no AZ JRCA revenue was recognized in 2023 because research plans had not begun by year-end.
- Further AstraZeneca investment: A $140 million investment through convertible preferred shares was pending at year-end. The filing says closing conditions were met and expected closing was shortly after publication. Following closing, AstraZeneca was expected to hold approximately 44% of share capital and 30% of voting rights, with board nomination and specified approval rights.
- Fair-value and foreign-exchange effects: Net financial loss increased to $19.2 million. It included a $5.7 million loss on the AstraZeneca derivative, a $5.9 million loss on the retained Cibus investment, a $2.4 million EIB-warrant fair-value loss and substantial foreign-exchange movements.
- Cytovia: Cellectis terminated the agreement in November 2023 after Cytovia failed to pay amounts due. The note receivable was written down to zero, with a $7.9 million net loss recognized in financial expenses.
- Calyxt deconsolidation: The company recognized a $22.6 million gain on deconsolidation, contributing to the improvement in consolidated net loss despite a larger continuing-operations loss. Cellectis also remains guarantor of Calyxt/Cibus’ lease; the disclosed year-end liability was $22.9 million over the remaining lease term.
- Tax-credit dispute: A French appeals court overturned an earlier ruling on certain research tax credits and ordered repayment of $0.7 million. Cellectis also recorded a $0.5 million provision relating to 2015–2016 credits.
- Financial reporting corrections: Management identified material errors in the accounting for the AstraZeneca arrangements and Calyxt deconsolidation and corrected prior interim-period financial information. The filing says these corrections did not result in a restatement of prior periods.
Outlook, risks and contingencies
Management expects significant operating losses to continue. It believes available resources will fund operations into 2026, assuming receipt of the €15 million EIB Tranche B drawn in January 2024 and the expected $140 million AstraZeneca investment. This runway estimate is conditional and depends on assumptions about spending, study progress and receipt of financing. The EIB Tranche B carries 7% annual interest, capitalized, and was accompanied by 1,460,053 warrants.
Clinical programs include AMELI-01 (UCART123), BALLI-01 (UCART22) and NaThaLi-01 (UCART20x22). Preliminary results reported for small patient groups are not definitive. The filing describes serious CAR T-related toxicities, including CRS, infections, cytopenia and prior patient deaths; AMELI-01 recruitment resumed under a modified regimen after a protocol-based pause. Management also highlights clinical and regulatory uncertainty, manufacturing scale-up and supply risks, competition, reliance on partners, and uncertain coverage and reimbursement.
- Servier discontinued involvement in CD19-product development; Cellectis disputes Servier’s actions and initiated arbitration seeking termination of the license and financial compensation. The outcome, cost and recovery are uncertain.
- A material weakness in internal control over financial reporting was identified, principally involving controls and qualified resources for complex, non-routine accounting. The auditor issued an adverse opinion on internal control, while issuing an unqualified opinion on the financial statements. Management expected remediation before the end of 2024; effectiveness had not yet been established.
- Concentration and dilution are relevant: AstraZeneca’s pending investment, convertible preferred shares and EIB warrants may materially change ownership and voting power. The preferred shares carry liquidation preferences and conversion rights.
- The company reports substantial patent, regulatory, product-liability, cybersecurity and foreign-exchange risks. It also does not expect to pay dividends in the foreseeable future.
Most important facts for investors to verify
- Whether and when the $140 million AstraZeneca preferred-share investment closed, and the resulting ownership, voting rights, dilution and governance arrangements.
- Actual cash runway after the January 2024 EIB Tranche B proceeds, AstraZeneca funding, continuing R&D spend and contractual obligations.
- Updated, sufficiently mature safety and efficacy data for the three company-sponsored clinical programs; distinguish preliminary results from final trial outcomes.
- Progress and financial impact of the Servier arbitration, Cytovia recovery efforts, and the $22.9 million Cibus lease guarantee.
- Whether the material weakness was remediated and controls were tested effectively, and how the proposed auditor transition to KPMG was completed.