Cellectis S.A 20-F/A, filed Mar 14, 2025
Cellectis S.A. (CLLS)
About this 20-F/A
Cellectis S.A filed this 20-F/A on March 14, 2025, covering the fiscal year ended December 31, 2024.
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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American Depositary Shares, each representing one |
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| * | t for trading, but only in connection with the registration of the American Depositary Shares. |
| Large accelerated filer | ☐ | ☒ | ||||
| Non-accelerated file | ☐ | Emerging Growth Company | ||||
| U.S. GAAP ☐ | by the International Accounting Standards Board ☒ |
Other ☐ |
| Auditor Firm Id: |
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Auditor Location: | ||
| Auditor Firm Id: |
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ITEM 19. EXHIBITS
Exhibit Index
The following exhibits are filed as part of this Annual Report:
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| 101 |
The following materials from Cellectis S.A.’s Report on Form 20.F formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Statements of Consolidated Financial Position, (ii) the Statements of Consolidated Operations, (iii) the Statements of Consolidated Comprehensive Income (Loss), (iv) the Statements of Consolidated Cash Flows, (v) the Statements of Changes in Consolidated Shareholders’ Equity, and (vi) Notes to the Consolidated Financial Statements. | |||||||||||||||||
| 104.1 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||
| † | Indicates a management contract or any compensatory plan, contract or arrangement. |
| # | Indicates a document previously filed with the Commission. |
| * | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment. |
| ** | Portions of this exhibit (indicated by asterisks) have been omitted because they are not material and would likely cause competitive harm if disclosed. |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the Annual Report on its behalf.
| CELLECTIS S.A. | ||
| /s/ André Choulika | ||
| By: André Choulika | ||
| Title: Chief Executive Officer | ||
Date: March 14, 2025
Exhibit 12.1
Certification by the Principal Executive Officer pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, André Choulika, certify that:
1. I have reviewed this annual report on Form 20-F/A of Cellectis S.A.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
| Date: March 14, 2025 |
| /s/ André Choulika |
| Name: André Choulika |
| Title: Chief Executive Officer (Principal Executive Officer) |
Exhibit 12.2
Certification by the Principal Executive Officer pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Arthur Stril, certify that:
1. I have reviewed this annual report on Form 20-F/A of Cellectis S.A.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
| Date: March 14, 2025 |
| /s/ Arthur Stril |
| Name: Arthur Stril |
| Title: Chief Financial Officer (Principal Financial Officer) |
Exhibit 15.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements Nos. 333-284302, 333-265826 on Form F-3 and Nos. 333- 284301, 333-273777, 333-267760, 333-258514, 333-227717, 333-222482, 333-214884, 333-204205 on Form S-8 of our reports dated March 13, 2025, with respect to the consolidated financial statements of Cellectis S.A. and the effectiveness of internal control over financial reporting.
KPMG S.A.
/s/ KPMG S.A.
Cédric Adens
Partner
Paris La Défense, France
March 13, 2025
Exhibit 15.2
Consent of independent registered public accounting firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-8 No 333-204205) pertaining to the 2015 Stock Option Plan and the 2015 Free Share Plan of Cellectis S.A.;
(2) Registration Statement (Form S-8 No 333-214884) pertaining to the 2016 Stock Option Plan of Cellectis S.A.;
(3) Registration Statement (Form S-8 No 333-222482) pertaining to the 2017 Stock Option Plan of Cellectis S.A.; BSA Plan and the Free Share 2018 Plan of Cellectis S.A.;
(4) Registration Statement (Form S-8 No 333-227717) pertaining to the 2018 Stock Option Plan of Cellectis S.A.;
(5) Registration Statement (Form S-8 No 333-258514) pertaining to the 2021 Stock Option Plan and the 2021 Free Shares Plan of Cellectis S.A.;
(6) Registration Statement (Form S-8 No 333-267760) pertaining to the 2022 Stock Option Plan and the 2022 Free Shares plan of Cellectis S.A.;
(7) Registration Statement (Form S-8 No 333-273777) pertaining to the 2023 Stock Option Plan and the 2023 Free Shares Plan of Cellectis S.A.;
(8) Registration Statement (Form F-3 No. 333-265826) of Cellectis S.A.;
(9) Registration Statement (Form F-3 No. 333-284302) of Cellectis S.A; and
(10) Registration Statement (Form S-8 No. 333-284301) pertaining to the 2024 Stock Option Plan and the 2024 Free Shares Plan of Cellectis S.A;
Of our report dated April 29, 2024, with respect to the consolidated financial statements of Cellectis S.A.included in this Annual Report (Form 20-F) of Cellectis S.A for the year ended December 31, 2024.
/s/ Ernst & Young et Autres
Lille, France
March 13, 2025