Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2023 | |
Document Information [Line Items] | |
Document Type | 6-K/A |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q2 |
Entity Registrant Name | Cellectis S.A. |
Entity Central Index Key | 0001627281 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-36891 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Position - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Non-current assets | ||
Intangible assets | $ 695 | $ 718 |
Property, plant, and equipment | 59,231 | 63,621 |
Right-of-use assets | 41,457 | 44,275 |
Non-current financial assets | 13,006 | 8,791 |
Total non-current assets | 114,389 | 117,406 |
Current assets | ||
Trade receivables | 422 | 772 |
Subsidies receivables | 19,488 | 14,496 |
Other current assets | 7,869 | 9,078 |
Current financial assets | 1,120 | 7,907 |
Cash and cash equivalents | 84,386 | 89,789 |
Total current assets | 113,285 | 122,043 |
Total assets held for sale | 0 | 21,768 |
TOTAL ASSETS | 227,674 | 261,216 |
Shareholders' equity | ||
Share capital | 3,491 | 2,955 |
Premiums related to the share capital | 476,224 | 583,122 |
Currency translation adjustment | (37,050) | (28,605) |
Retained earnings | (305,392) | (333,365) |
Net income (loss) | (40,715) | (106,139) |
Total shareholders' equity - Group Share | 96,558 | 117,968 |
Non-controlling interests | 0 | 7,973 |
Total shareholders' equity | 96,558 | 125,941 |
Non-current liabilities | ||
Non-current financial liabilities | 40,270 | 20,531 |
Non-current lease debts | 46,157 | 49,358 |
Non-current provisions | 2,641 | 2,390 |
Total non-current liabilities | 89,068 | 72,279 |
Current liabilities | ||
Current financial liabilities | 5,185 | 5,088 |
Current lease debts | 8,270 | 7,872 |
Trade payables | 19,229 | 21,456 |
Deferred revenues and contract liabilities | 241 | 59 |
Current provisions | 1,029 | 477 |
Other current liabilities | 8,093 | 13,179 |
Total current liabilities | 42,047 | 48,131 |
Total liabilities related to asset held for sale | 0 | 14,864 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 227,674 | $ 261,216 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | [2] | Jun. 30, 2023 | Jun. 30, 2022 | ||
Profit or loss [abstract] | ||||||
Revenues | $ 178 | $ 1,307 | [1] | $ 317 | $ 2,972 | [3],[4] |
Other income | 1,823 | 1,416 | [1] | 5,242 | 3,551 | [3],[4] |
Total revenues and other income | 2,001 | 2,723 | [1] | 5,560 | 6,523 | [3],[4] |
Operating expenses | ||||||
Cost of revenue | (55) | (329) | [5] | (389) | (714) | [4],[6] |
Research and development expenses | (22,144) | (25,630) | (43,225) | (52,231) | [4] | |
Selling, general and administrative expenses | (3,950) | (4,830) | (8,914) | (10,893) | [4] | |
Other operating income (expenses) | 490 | 753 | [5] | (83) | 774 | [4],[6] |
Total operating expenses | (25,660) | (30,036) | (52,612) | (63,064) | [4] | |
Operating income (loss) | (23,659) | (27,313) | (47,053) | (56,541) | [4] | |
Financial income | 32,266 | 9,992 | 33,041 | 12,263 | [4] | |
Financial expenses | (16,284) | (1,691) | (21,461) | (3,050) | [4] | |
Net Financial gain (loss) | 15,982 | 8,301 | 11,580 | 9,213 | [4] | |
Income tax | 258 | 0 | (258) | 0 | [4] | |
Income (loss) from continuing operations | (7,935) | (19,012) | (35,731) | (47,328) | [4] | |
Income (loss) from discontinued operations | (5,647) | (442) | (10,377) | (6,883) | [4] | |
Net income (loss) | (13,583) | (19,454) | (46,108) | (54,211) | [4],[7] | |
Attributable to shareholders of Cellectis | (10,648) | (18,946) | (40,715) | (50,858) | [4] | |
Attributable to non-controlling interests | $ (2,935) | $ (506) | $ (5,393) | $ (3,352) | [4] | |
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis | ||||||
Basic net income (loss) attributable to shareholders of Cellectis per share ($ /share) | $ (0.19) | $ (0.42) | $ (0.76) | $ (1.12) | [4] | |
Diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) | (0.19) | (0.42) | (0.76) | (1.12) | [4] | |
Basic net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations | (0.05) | 0 | (0.09) | (0.08) | [4] | |
Diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations | $ (0.05) | $ 0 | $ (0.09) | $ (0.08) | [4] | |
Number of shares used for computing | ||||||
Basic | 53,541,010 | 45,497,127 | ||||
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Unaudited Interim Statements of
Unaudited Interim Statements of Consolidated Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | [2] | ||
Statement of comprehensive income [abstract] | ||||||
Net income (loss) | $ (13,583) | $ (19,454) | [1] | $ (46,108) | $ (54,211) | [3] |
Actuarial gains and losses | (21) | 791 | [4] | (42) | 1,218 | |
Other Comprehensive Income That Will Not Be Reclassified To Profit Or Loss Net Of Tax From Continuing Operations, Total | (21) | 791 | [4] | (42) | 1,218 | |
Currency translation adjustment | 4,751 | (15,282) | [4] | 2,272 | (20,315) | |
Other Comprehensive Income That Will Be Reclassified To Profit Or Loss Net Of Tax From Continuing Operations, Total | 4,751 | (15,282) | [4] | 2,272 | (20,315) | |
Other Comprehensive Income from Discontinued Operations, Total | (4,906) | 6,412 | [4] | (1,233) | 8,337 | |
Total Comprehensive income (loss) | (13,760) | (27,533) | [4] | (45,111) | (64,971) | |
Attributable to shareholders of Cellectis | (11,139) | (26,522) | [4] | (41,172) | (61,246) | |
Attributable to non-controlling interests | $ (2,620) | $ (1,011) | [4] | $ (3,939) | $ (3,725) | |
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Unaudited Interim Statements _2
Unaudited Interim Statements of Consolidated Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | |||
Cash flows from operating activities | ||||
Net income (loss) | $ (46,108) | $ (54,211) | [1],[2] | |
Net loss for the period of discontinued operations | (10,377) | (6,807) | [3] | |
Net (loss) income for the period of continuing operations | (35,730) | (47,404) | [3] | |
Adjustment to reconcile net income (loss) to cash provided by (used in) operating activities | ||||
Intercompany transactions between continuing and discontinued operations | [4] | 0 | 76 | [3] |
Amortization and depreciation | 8,875 | 9,402 | [3] | |
Net loss (income) on disposals | 0 | 155 | [3] | |
Net financial loss (gain) | (11,580) | (9,213) | [3] | |
Income tax | 258 | 0 | [3] | |
Expenses related to share-based payments | 3,265 | 4,327 | [3] | |
Provisions | 671 | (113) | [3] | |
Other non-cash items | 0 | (460) | [3] | |
Realized foreign exchange gain (loss) | 15 | (381) | [3] | |
Interest (paid) / received | 1,416 | 86 | [3] | |
Operating cash flows before change in working capital | (32,810) | (43,524) | [3] | |
Decrease (increase) in trade receivables and other current assets | 996 | (2,879) | [3] | |
Decrease (increase) in subsidies receivables | (4,649) | (2,807) | [3] | |
(Decrease) increase in trade payables and other current liabilities | (7,441) | 796 | [3] | |
(Decrease) increase in deferred income | 180 | 202 | [3] | |
Change in working capital | (10,915) | (4,687) | [3] | |
Net cash flows provided by (used in) operating activities of continuing operations | (43,725) | (48,212) | [3] | |
Net cash flows provided by (used in) operating activities of discontinued operations | (3,644) | (11,970) | [3] | |
Net cash flows provided by (used in) operating activities | (47,369) | (60,181) | [3] | |
Cash flows from investment activities | ||||
Calyxt's cash and cash equivalents disposed of | [5] | (1,642) | 0 | [3] |
Acquisition of property, plant and equipment | (483) | (1,541) | [3] | |
Net change in non-current financial assets | 489 | (252) | [3] | |
Net cash flows provided by (used in) investing activities of continuing operations | (1,636) | (1,793) | [3] | |
Net cash flows provided by (used in) investing activities of discontinued operations | 79 | (744) | [3] | |
Cash flows provided by (used in) investment activities | (1,558) | (2,537) | [3] | |
Cash flows from financing activities | ||||
Increase in share capital of Cellectis after deduction of transaction costs | 23,561 | 0 | [3] | |
Increase in borrowings | 22,507 | 5,969 | [3] | |
Decrease in borrowings | (2,547) | 0 | [3] | |
Interest paid on financial debt | (155) | (176) | [3] | |
Payments on lease debts | (5,550) | (5,693) | [3] | |
Net cash flows provided by financing activities of continuing operations | 37,817 | 100 | [3] | |
Net cash flows provided by (used in) financing activities of discontinued operations | 1,781 | 10,207 | [3] | |
Net cash flows provided by (used in) financing activities | 39,597 | 10,307 | [3] | |
(Decrease) increase in cash and cash equivalents | (9,329) | (52,411) | [3] | |
Cash and cash equivalents at the beginning of the year | 93,216 | 185,636 | [3] | |
Effect of exchange rate changes on cash | 499 | (3,785) | [3] | |
Cash from discontinued operations | 0 | 11,316 | [3] | |
Cash from continuing operations | 84,386 | 118,123 | [3] | |
Cash and cash equivalents at the end of the period | $ 84,386 | $ 129,440 | [3] | |
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) Net cash flows used in operating activities from continuing and discontinued operations being presented separately, the effect of intercompany transactions between the two categories is presented within the cash flows of each, although these transactions are fully eliminated in the Group’s financial statements. On the date of loss of control, Calyxt’s cash and cash equivalents were derecognized. For better clarity, this impact is presented in investing activities separately from cash flows from discontinued operations. |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Cellectis SA [Member] | [4] | Calyxt Inc [member] | Share Capital Ordinary Shares [member] | Premiums Related to Share Capital [member] | Premiums Related to Share Capital [member] Cellectis SA [Member] | [4] | Currency Translation Adjustment [member] | Currency Translation Adjustment [member] Calyxt Inc [member] | Retained Earnings (Deficit) [member] | Retained Earnings (Deficit) [member] Calyxt Inc [member] | Income (Loss) [member] | Attributable to Shareholders of Cellectis [member] | Attributable to Shareholders of Cellectis [member] Cellectis SA [Member] | [4] | Attributable to Shareholders of Cellectis [member] Calyxt Inc [member] | Non controlling Interests [member] | Non controlling Interests [member] Calyxt Inc [member] | ||
Beginning balance at Dec. 31, 2021 | $ 236,474 | $ 2,945 | $ 934,696 | $ (18,021) | $ (584,129) | $ (114,197) | $ 221,293 | $ 15,181 | |||||||||||||
Beginning balance, shares at Dec. 31, 2021 | 45,484,310 | ||||||||||||||||||||
Statement [Line Items] | |||||||||||||||||||||
Net Loss | (54,211) | [1],[2] | (50,858) | (50,858) | (3,352) | ||||||||||||||||
Other comprehensive income (loss) | (10,760) | (11,605) | 1,218 | (10,387) | (373) | ||||||||||||||||
Total Comprehensive income (loss) | (64,971) | [1] | (11,605) | 1,218 | (50,858) | (61,246) | (3,725) | ||||||||||||||
Allocation of prior period loss | (114,197) | 114,197 | |||||||||||||||||||
Issuance of Calyxt's common stock and exercise of Calyxt's pre-funded warrants | $ 2,733 | $ 1,402 | $ 1,402 | $ 1,331 | |||||||||||||||||
Transaction with subsidiaries | 2,152 | 2,152 | (2,152) | ||||||||||||||||||
Exercise of share warrants and employee warrants, amount | 0 | $ 1 | (1) | 0 | |||||||||||||||||
Exercise of share warrants and employee warrants, shares | 26,500 | ||||||||||||||||||||
Non-cash stock-based compensation expense | 6,285 | 5,331 | 5,331 | 954 | |||||||||||||||||
Other movements | (372,744) | 372,744 | |||||||||||||||||||
Balance at end of year at Jun. 30, 2022 | 180,522 | $ 2,946 | 567,284 | (29,626) | (320,812) | (50,858) | 168,933 | 11,588 | |||||||||||||
Ending balance, shares at Jun. 30, 2022 | 45,510,810 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | 125,941 | $ 2,955 | 583,122 | (28,605) | (333,365) | (106,139) | 117,968 | 7,973 | |||||||||||||
Beginning balance, shares at Dec. 31, 2022 | 45,675,968 | ||||||||||||||||||||
Statement [Line Items] | |||||||||||||||||||||
Net Loss | (46,108) | (40,715) | (40,715) | (5,393) | |||||||||||||||||
Other comprehensive income (loss) | 997 | (415) | (42) | (458) | 1,454 | ||||||||||||||||
Total Comprehensive income (loss) | (45,111) | (415) | (42) | (40,715) | (41,172) | (3,939) | |||||||||||||||
Allocation of prior period loss | (106,139) | 106,139 | |||||||||||||||||||
Capital Increase | [3] | 25,017 | $ 536 | 24,482 | 25,017 | ||||||||||||||||
Capital Increase, Shares | [3] | 9,907,800 | |||||||||||||||||||
Transaction costs | $ (1,455) | (1,455) | $ 1,455 | $ 1,455 | |||||||||||||||||
Operation between shareholders | [5] | 342 | 342 | (342) | |||||||||||||||||
Loss of control over | [6] | (4,440) | $ (4,440) | ||||||||||||||||||
OCI Reclassification pursuant to Calyxt's deconsolidation | [7] | $ (8,042) | $ (8,030) | $ (12) | $ (8,042) | ||||||||||||||||
Non-cash stock-based compensation expense | 4,905 | 4,053 | 4,053 | 852 | |||||||||||||||||
Other movements | [8] | (257) | (133,976) | 133,824 | (152) | (105) | |||||||||||||||
Balance at end of year at Jun. 30, 2023 | $ 96,558 | $ 3,491 | $ 476,224 | $ (37,050) | $ (305,392) | $ (40,715) | $ 96,558 | $ 0 | |||||||||||||
Ending balance, shares at Jun. 30, 2023 | 55,583,768 | ||||||||||||||||||||
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) During the six-month period ended June 30, 2023, 9,907,800 shares were issued in a February 2023 follow-on offering of American Depositary Shares (ADSs) with gross proceeds of $ 24.8 million (the Cellectis Follow-on Offering). These costs correspond to the issuance costs incurred in 2023 in connection with the Cellectis Follow-on Offering as a reduction of share premium, in addition to the $ 0.6 million costs incurred and deducted from Equity in the fourth quarter of 2022. The total transaction costs for this Cellectis Follow-on Offering amount to $ 2.0 million. Operations between shareholders during the six months period ended June 30, 2023 correspond to the reduction in Cellectis’ percentage of interest in Calyxt from 49.1 % at December 31, 2022 to 48.0 % at May 31, 2023, without change in the consolidation method until May 31, 2023. On May 31, 2023, Calyxt consummated the Merger (as defined below) with Cibus Global. As from the consummation of the Merger, Cellectis has lost control over Calyxt and we proceeded with its deconsolidation. The net impact on Total Shareholders’ Equity corresponds to the derecognition of minority interests in Calyxt for $ 4.4 million. We have reclassified at the date of loss of control amounts previously recognized in other comprehensive income related to Calyxt that should be reclassified in profit or loss according to IFRS 10. During the annual shareholders meeting of June 27, 2023, the shareholders, in accordance with French Law, approved the absorption of $ 134.0 million of retained earnings into share premium. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities. |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - USD ($) | 1 Months Ended | 6 Months Ended | ||
May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Statement [Line Items] | ||||
Proceeds from issuing shares | $ 23,561,000 | $ 0 | [1] | |
Cellectis Follow-on Offering [Member] | ||||
Statement [Line Items] | ||||
Issuance costs | $ 600 | |||
Transaction costs | $ 2,000 | |||
American Depository Shares [Member] | Cellectis Follow-on Offering [Member] | ||||
Statement [Line Items] | ||||
Number of shares issued | 9,907,800 | |||
Gross proceeds | $ 24,800 | |||
Calyxt Inc [member] | ||||
Statement [Line Items] | ||||
Proportion of ownership interest in subsidiary | 48% | |||
Derecognition of minority interest | $ 4,400 | |||
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
The Company
The Company | 6 Months Ended |
Jun. 30, 2023 | |
Text block1 [abstract] | |
The Company | Note 1. The Company Cellectis S.A. (hereinafter “Cellectis” or “we”) is a limited liability company (“société anonyme”) registered and domiciled in Paris, France. We are a clinical stage biotechnological company, employing our core proprietary technologies to develop products based on gene-editing with a portfolio of allogeneic Chimeric Antigen Receptor T-cells (“UCART”) product candidates in the field of immuno-oncology and gene-edited hematopoietic stem and progenitors cells (“HSPC”) product candidates in other therapeutic indications. Our UCART product candidates, based on gene-edited T-cells that express Chimeric Antigen Receptors (“CARs”), seek to harness the power of the immune system to target and eradicate cancers. We believe that CAR-based immunotherapy is one of the most promising areas of cancer research, representing a new paradigm for cancer treatment. We are designing next-generation immunotherapies that are based on gene-edited CAR T-cells. Our gene-editing technologies allow us to create allogeneic CAR T-cells, meaning they are derived from healthy donors rather than the patients themselves. We believe that the allogeneic production of CAR T-cells will allow us to develop cost-effective, “off-the-shelf” products that are capable of being stored and distributed worldwide. Our gene-editing expertise also enables us to develop product candidates that feature additional safety and efficacy attributes, including control properties designed to prevent them from attacking healthy tissues, to enable them to tolerate standard oncology treatments, and to equip them to resist mechanisms that inhibit immune-system activity. Together with our focus on immuno-oncology, we are using, through our HEAL platform, our gene-editing technologies to develop HSPC product candidates in genetic diseases. Cellectis S.A., Cellectis, Inc., Cellectis Biologics, Inc. (and Calyxt, Inc. until 31 May 2023), as a consolidated group of companies, are sometimes referred to as the “Group.” On May 31, 2023, Calyxt, Inc. completed its all-stock, reverse merger business combination with Cibus Global, LLC (“Cibus Global”) (the “Merger”). Among other things, as part of the Merger, each share of Calyxt’s common stock, par value $ 0.0001 per share, existing and outstanding immediately prior to the Merger remained outstanding as a share of Class A common stock, par value $ 0.0001 per share (“Class A Common Stock”), without any conversion or exchange thereof, and Calyxt issued approximately 16,527,484 shares of Class A Common Stock to unitholders of Cibus Global based on an exchange ratio set forth in the agreement and plan of merger (the “Merger Agreement”) for the Merger. Following the closing of the Merger, effective on June 1, 2023, the combined company operates under the name of Cibus, Inc. (referred to as “Cibus”). Cellectis’ equity interest in Calyxt was reduced to 2.9 % after the closing of the Merger, which resulted in Cellectis losing control of Calyxt. Calyxt is therefore no longer consolidated since June 1, 2023. |
Accounting principles
Accounting principles | 6 Months Ended |
Jun. 30, 2023 | |
Text block1 [abstract] | |
Accounting principles | Note 2. Accounting principles 2.1 Basis for preparation The Interim Consolidated Financial Statements of Cellectis as of, and for the six-month period ended, June 30, 2023 were approved by our Board of Directors on August 3, 2023. The Interim Consolidated Financial Statements are presented in thousands of U.S. dollars. See Note 2.2. The Interim Consolidated Financial Statements as of, and for the six-month period ended June 30, 2023 have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). The Interim Consolidated Financial Statements as of and for the six-month period ended June 30, 2023 have been prepared using the same accounting policies and methods as those applied for the year ended December 31, 2022, except as described below related to the new or amended accounting standards applied. IFRS include International Financial Reporting Standards (“IFRS”), International Accounting Standards (“the IAS”), as well as the interpretations issued by the Standards Interpretation Committee (“the SIC”), and the International Financial Reporting Interpretations Committee (“IFRIC”). Application of new or amended accounting standards or new amendments The following pronouncements and related amendments have been adopted by us from January 1, 2023 but had no significant impact on the Interim Consolidated Financial Statements: • IFRS 17 Insurance Contracts (including Amendments to IFRS 17 issued in June 2020 and Amendment to IFRS 17 - Initial Application of IFRS 17 and IFRS 9 – Comparative Information issued in December 2021) (issued in May 2017 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 1 – Classification of Liabilities as Current or Non-current (issued in July 2020 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 8 – Definition of Accounting Estimates (issued on 12 February 2021 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 1 and IFRS Practice Statement 2 –Disclosure of Accounting Policies (issued in March 2021 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 12 – Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued in May 2021 and Effective for the accounting periods as of January 1, 2023) Accounting standards, interpretations and amendments issued but not yet effective The following pronouncements and related amendments are applicable for first quarter accounting periods beginning after January 1, 2024, or later, as specified below. The Group has not early adopted any of these pronouncements and amendments. We are currently evaluating if the adoption of these pronouncements and amendments will have a material impact on our results of operations, financial position, or cash flows: • Amendments to IAS 1 regarding the classification of liabilities (issued in January 2020 and Effective for the accounting periods as of January 1, 2024) • Amendments to IAS 1 regarding the classification of debt with covenants (issued in October 2022 and Effective for the accounting periods as of January 1, 2024) • Amendment to IFRS 16 to “clarify how a seller-lessee subsequently measures sale and leaseback transactions” (issued in September 2022 and Effective for the accounting periods as of January 1, 2024) Going concern The consolidated financial statements were prepared on a going concern basis. With cash and cash equivalents of $ 84,386 thousand as of June 30, 2023, the Company believes it has sufficient resources to continue operating for at least twelve months following the consolidated financial statements’ publication. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves uncertainties, and actual results could vary as a result of a number of factors. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect or chose to revise our strategy to extend our cash runway. To the extend that the company has built its cash forecast to support its ability to continue as a going concern, management considers to have the ability to extend the cash runway even further by prioritizing some clinical programs, save SG&A expenses, raising funds on the markets. 2.2 Currency of the financial statements The Interim Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of Cellectis, which is the euro. We believe that this presentation enhances the comparability with peers, which primarily present their financial statements in U.S. dollars. All financial information (unless indicated otherwise) is presented in thousands of U.S. dollars. The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of operations, statements of comprehensive income (loss) and statements of cash flows of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive income (loss)” in the Statements of Changes in Shareholders’ Equity. 2.3 Consolidated entities and non-controlling interests Accounting policy We control all the legal entities included in the consolidation. An investor controls an investee when the investor is exposed to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Control requires power, exposure to variability of returns and a linkage between the two. To have power, the investor needs to have existing rights that give it the current ability to direct the relevant activities that significantly affect the investee’s returns. In order to ascertain control, potential voting rights which are substantial are taken into consideration. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full in the consolidation. Investments in associates Associates are entities in which the Group has significant influence in respect of financial and operating policy decisions, but not control. Significant influence is assessed through voting rights. Investments in associates are accounted for under the equity method and are initially recognized at cost. The consolidated financial statements include the Group’s share of the total comprehensive income of associates from the date when significant influence is obtained until the date it ceases. If the Group’s share of losses exceeds its equity interest, the carrying amount of investments consolidated under the equity method is reduced to zero and the Group ceases to recognize its share of future losses unless the Group has a legal or constructive obligation to bear a portion of future losses or to make payments on behalf of the associate. |
Scope of consolidation and non-
Scope of consolidation and non-consolidated entities | 6 Months Ended |
Jun. 30, 2023 | |
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Scope of consolidation and non-consolidated entities | Note 3. Scope of consolidation and non-consolidated entities Consolidated entities As of June 30, 2023, Cellectis S.A. owns 100 % of Cellectis, Inc., which owns 100 % of Cellectis Biologics, Inc. For the six-month periods ended June 30, 2023 the consolidated group of companies (sometimes referred to as the “Group”) includes Cellectis S.A., Cellectis, Inc. and Cellectis Biologics, Inc and Calyxt, Inc. through May 31, 2023, the date of deconsolidation. See Non-consolidated entities below. For the six-month periods ended June 30, 2022 the consolidated group of companies (sometimes referred to as the “Group”) includes Cellectis S.A., Cellectis, Inc., Cellectis Biologics, Inc and Calyxt, Inc. Investments in associates On December 29, 2022, we entered into a Collaboration Agreement with Primera Therapeutics, Inc. (“Primera”) (the “Primera Collaboration Agreement”). Under the Primera Collaboration Agreement, Primera and Cellectis will be co-developing a mitochondrial DNA engineering toolbox for therapies to treat mitochondrial diseases. Cellectis brings its experience in groundbreaking gene editing research, technology, manufacturing and clinical development. In consideration for Cellectis giving access to Primera to its expertise and knowledge in the gene editing field, and for the Cellectis’ development activities pursuant to the development plan agreed upon the parties. The Primera Collaboration Agreement also grants Primera a right to exercise an exclusive worldwide option to obtain a license from Cellectis on up to five product candidates developed under the Primera Collaboration Agreement. Upon Primera exercising the option, Cellectis would be eligible to receive milestone payments and royalty payments on the net sales of the products developed under the Primera Collaboration Agreement. Pursuant to the Primera Collaboration Agreement, on May 17, 2023, Cellectis and Primera entered into a Subscription Agreement and a Shareholders Agreement under which Cellectis received 234,570 shares of common stock of Primera, representing a 19.0 % ownership interest and 19 % of the voting rights in Primera at that date, and a right to designate a director to the Primera’s board of directors. Consequently, we consider that, since May 17, 2023, we have a significant influence over Primera as defined by IAS 28 because, in addition to voting rights, Cellectis receives and actively holds a seat on Primera’s Board and Cellectis provides Primera with access to essential technical information. Therefore, our investment on Primera is accounted for using the equity method starting on May 17, 2023. On initial recognition, the investment in an associate is recognized at cost. We consider that the best estimate of the fair value of the consideration given to Primera is the fair market value of Primera’s shares received by Cellectis. The fair value of the investment is immaterial. As of June 30, 2023, after Primera’s share capital increase that occurred during the quarter, we hold 17.0 % of Primera’s shares and voting rights and consider that we continue to exercise significant influence over Primera. After taking into account Primera’s net loss between May 17, 2023 and June 30, 2023 and applying our ownership rate, the value of our investment remains immaterial. We have no legal or contractual obligation to bear losses in excess of our share. In view of the immaterial value of our investment in Primera at inception and June 30, 2023, we do not present the investment in associates on a separate line in our consolidated statements of financial position or our consolidated statements of operations. Our share of Primera’s loss as of June 30, 2023 has been recognized in other operating expenses. Non-consolidated entities Calyxt was consolidated until May 31, 2023. On November 23, 2022, Calyxt received a non-binding letter of intent from Cibus Global regarding a potential reverse merger with Calyxt (with Calyxt absorbing Cibus Global). With Calyxt as the surviving entity, current equityholders of Cibus Global would receive shares of Calyxt common stock issued for the purpose of the transaction. On January 13, 2023, Calyxt, Calypso Merger Subsidiary, LLC, a wholly-owned subsidiary of Calyxt, Cibus Global and certain other parties, entered into the Merger Agreement with respect to this Merger. Upon completion of the proposed Merger, Cellectis S.A. was expected to own approximately 2.4 % of the equity interests of the merged combined company, resulting in a loss of control by Cellectis over Calyxt. In this context, since November 23, 2022, and for long as Cellectis retained control over Calyxt, the assets and liabilities of Calyxt are presented in the financial statements as non-current assets and liabilities held for sale for all periods presented, in accordance with IFRS 5. The statements of consolidated operations, statements of consolidated comprehensive income and statements of consolidated cash flows reflect the presentation of Calyxt as a discontinued operation for all period presented, with a restatement of the 2022 statements. On May 31, 2023 immediately prior to the consummation of the Merger, Cellectis S.A.’s ownership interest in Calyxt amounted to 48.0 %. Cellectis’ voting rights continued to give Cellectis the power to direct relevant activities of Calyxt and therefore Calyxt continued to be consolidated through the May 31, 2023 consummation of the Merger. On May 31, 2023, Calyxt consummated the Merger, and effective on June 1, 2023, the combined company operates under the name of Cibus, Inc. Among other things, as part of the Merger, each share of Calyxt’s common stock existing and outstanding immediately prior to the Merger remained outstanding as a share of Class A Common Stock, without any conversion or exchange thereof, and Calyxt issued approximately 16,527,484 shares of Class A Common Stock to unitholders of Cibus Global based on an exchange ratio set forth in the Merger Agreement. Cellectis’ equity interest in Cibus was reduced to 2.9 % after the closing of the Merger, which resulted in Cellectis losing control of Cibus. The Group considers that Cellectis no longer has control of Calyxt as from June 1, 2023. Consequently, Calyxt was deconsolidated on June 1, 2023. Calyxt’s results are included in the Group’s results until May 31, 2023, and continue to be presented as the results of discontinued operations until that date. On the date of deconsolidation, we derecognized Calyxt’s assets and liabilities and any non-controlling interests in Calyxt at their carrying amount. We recognized the investment retained in Calyxt at its fair value at the date when control was lost. We also reclassified to profit or loss the amounts recognized in other comprehensive income related to Calyxt that should be reclassified according to relevant IFRSs. On the date of loss of control, the summary impact of Calyxt’s deconsolidation on the Group’s Financial Statements is as follows: As of May 31, 2023 Assets held for sale ( 19,714 ) Liabilities related to assets held for sale 21,980 Non-controlling interests 4,440 Net assets, liabilities and equity derecognized 6,706 Consideration received in cash — Fair value of the retained investment 15,097 Consideration received 15,097 Profit from deconsolidation 21,803 Pursuant to the deconsolidation of Calyxt, our investment in Calyxt was classified as a non-current financial asset and measured at fair value as of June 30, 2023. Non-controlling interests Non-controlling shareholders held a 50.9 % interest in Calyxt as of December 31, 2022 and a 52.0 % interest in Calyxt as of May 31, 2023. These non-controlling interests were generated during the initial public offering of Calyxt, subsequent follow-on offerings and Calyxt’s at-the-market (ATM) offering program, as well as through vesting and exercises of equity awards. On June 1, 2023, as Calyxt was deconsolidated and as a result, we derecognized non-controlling interests in Calyxt. Since June 1, 2023, there are no longer minority interests as the Group holds a 100 % interest in all fully consolidated entities. |
Information concerning the Grou
Information concerning the Group's Consolidated Operations | 6 Months Ended |
Jun. 30, 2023 | |
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Information concerning the Group's Consolidated Operations | Note 4. Information concerning the Group’s Consolidated Operations 4.1 Revenues and other income 4.1.1 For the six-month period ended June 30 Revenues by country of origin and other income For the six-month period ended June 30, 2022 * 2023 $ in thousands From France 2,972 317 From USA — — Revenues 2,972 317 Research tax credit 3,544 4,391 Subsidies and other 7 851 Other income 3,551 5,242 Total revenues and other income 6,523 5,560 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) The decrease of revenues from France between the six months periods ended June 30, 2022 and 2023 reflects the recognition of two milestones related to Cellectis’ agreement with Cytovia Therapeutics, Inc (“Cytovia”) for $ 1.5 million and the recognition of $ 1.0 million related to the change of control of a licensee pursuant to the terms of its license agreement with Cellectis and the amendment to such license agreement (extension of its option term), each in 2022 while recognition of revenues for the six-month period ended June 30, 2023 is not material. The increase in other income of $ 1.6 million between the six months periods ended June 30, 2022 and 2023 reflects an increase of research tax credit of $ 0.8 million due to an increase of eligible expenses, and the recognition of a $ 0.8 million income related to the grant and refundable advance agreement signed with Bpifrance (“BPI”) to partially support a R&D program related to Cellectis’ UCART 20x22. We received on June 19, 2023 a $ 0.9 million refundable advance payment from BPI. This refundable advance is accounted for as a government loan as defined by IAS 20. Because this loan bears a below market interest rate, we measured the fair value of the loan using a market interest rate and recognize as a grant the difference between the cash the cash received and the estimated fair value of the loan. The fair value of the loan on June 19, 2023 was $ 0.4 million, resulting in a grant of $ 0.5 million. We recognized this $ 0.5 million grant in profit and loss of the six-month period ended June 30, 2023, in addition to the $ 0.3 million contractual grant, as the subsidized expenses have been incurred and the contractual conditions for obtaining the subsidy have been met. Revenues by nature For the six-month period ended June 30, 2022 * 2023 $ in thousands Recognition of previously deferred upfront payments — — Other revenues from collaboration agreements 2,530 — Collaboration agreements 2,530 — Licenses 276 264 Products & services 166 53 Total revenues 2,972 317 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) The Company did not recognize any revenue from collaboration agreements for the six-month period ended June 30, 2023, while recognition of other revenues for the six-month period ended June 30, 2022 mainly reflects (ii) the recognition of two development milestones for an aggregate of $ 1.5 million in connection with the Research Collaboration and License Agreement entered into between Cellectis and Cytovia on February 21, 2021, as amended from time to time (the “Cytovia Agreement”), and (iii) the recognition of $ 1.0 million related to the change of control of a licensee pursuant to the terms of its license agreement with Cellectis and the amendment to such license agreement (extension of its option term). Revenues related to licenses include royalties received under our various license agreements. 4.1.2 For the three-month period ended June 30 Revenues by country of origin and other income For the three-month period ended June 30, 2022 * 2023 $ in thousands From France 1,307 178 From USA — — Revenues 1,307 178 Research tax credit 1,416 1,275 Subsidies and other 0 547 Other income 1,416 1,823 Total revenues and other income 2,723 2,001 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) The Company did no t recognize any revenue from collaboration agreements for the three-month period ended June 30, 2023, while recognition of other revenues for the three-month period ended June 30, 2022 mainly reflects recognition of $ 1.0 million related to the change of control of a licensee pursuant to the terms of its license agreement with Cellectis and the amendment to such license agreement (extension of its option term). The increase in other income of $ 0.4 million between the three months periods ended June 30, 2022 and 2023 reflects the recognition of a $ 0.5 million grant related to the refundable advance received from BPI, as described in note 4.1.1 above. Revenues by nature For the three-month period ended June 30, 2022 * 2023 $ in thousands Recognition of previously deferred upfront payments — — Other revenues from collaboration agreements 998 — Collaboration agreements 998 — Licenses 158 157 Products & services 150 22 Total revenues 1,307 178 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) The company did no t recognize any revenue from collaboration agreements for the three-month period ended June 30, 2023, while recognition of other revenues for the three-month period ended June 30, 2022 mainly reflects recognition of $ 1.0 million related to the change of control of a licensee pursuant to the terms of its license agreement with Cellectis and the amendment to such license agreement (extension of its option term). Revenues related to licenses include royalties received under our various license agreements. 4.2 Operating expenses 4.2.1 For the six-month period ended June 30 For the six-month period ended June 30, Cost of revenue 2022 * 2023 Cost of goods sold 0 — Royalty expenses ( 714 ) ( 389 ) Cost of revenue ( 714 ) ( 389 ) For the six-month period ended June 30, Research and development expenses 2022 * 2023 Wages and salaries ( 21,161 ) ( 17,520 ) Social charges on stock option grants 32 ( 181 ) Non-cash stock-based compensation expense ( 3,134 ) ( 2,289 ) Personnel expenses ( 24,263 ) ( 19,990 ) Purchases and external expenses ( 19,113 ) ( 15,009 ) Other ( 8,854 ) ( 8,227 ) Total research and development expenses ( 52,231 ) ( 43,225 ) For the six-month period ended June 30, Selling, general and administrative expenses 2022 * 2023 Wages and salaries ( 3,226 ) ( 2,983 ) Social charges on stock option grants ( 39 ) ( 81 ) Non-cash stock-based compensation expense ( 1,193 ) ( 977 ) Personnel expenses ( 4,458 ) ( 4,041 ) Purchases and external expenses ( 5,034 ) ( 3,426 ) Other ( 1,400 ) ( 1,447 ) Total selling, general and administrative expenses ( 10,893 ) ( 8,914 ) For the six-month period ended June 30, Personnel expenses 2022 * 2023 Wages and salaries ( 24,387 ) ( 20,503 ) Social charges on stock option grants ( 8 ) ( 263 ) Non-cash stock-based compensation expense ( 4,327 ) ( 3,265 ) Total personnel expenses ( 28,722 ) ( 24,031 ) For the six-month period ended June 30, 2022 * 2023 Other operating income (expenses) 774 ( 83 ) * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) The decrease in total operating expenses of $ 10.5 million from the six-month period ended June 30, 2022 to the six-month period ended June 30, 2023 resulted primarily from (i) a decrease of $ 6.3 million in purchases, external expenses and other, due to continuing internalization of manufacturing and quality control activities (ii) a decrease of $ 3.9 million in wages due to headcount reduction, (iii) a decrease of $ 1.1 million in non-cash stock based compensation expense and (iv) a decrease of $ 0.3 million in cost of revenues due to the diminution of milestones recognition, partially offset by a (i) a decrease of other operating income of $ 0.9 million and (ii) a $ 0.3 million increase in social charges on stock option grants expenses. 4.2.2 For the three-month period ended June 30 For the three-month period ended June 30, 2022 * 2023 Cost of goods sold 0 — Royalty expenses ( 329 ) ( 55 ) Cost of revenue ( 329 ) ( 55 ) For the three-month period ended June 30, Research and development expenses 2022 * 2023 Wages and salaries ( 10,003 ) ( 8,463 ) Social charges on free shares and stock option grants 39 ( 47 ) Non-cash stock-based compensation expense ( 1,454 ) ( 1,186 ) Personnel expenses ( 11,419 ) ( 9,696 ) Purchases and external expenses ( 9,847 ) ( 8,352 ) Other ( 4,364 ) ( 4,097 ) Total research and development expenses ( 25,630 ) ( 22,144 ) For the three-month period ended June 30, Selling, general and administrative expenses 2022 * 2023 Wages and salaries ( 1,593 ) ( 1,480 ) Social charges on free shares and stock option grants 7 ( 7 ) Non-cash stock-based compensation expense ( 557 ) ( 460 ) Personnel expenses ( 2,142 ) ( 1,947 ) Purchases and external expenses ( 2,019 ) ( 1,284 ) Other ( 669 ) ( 719 ) Total selling, general and administrative expenses ( 4,830 ) ( 3,950 ) For the three-month period ended June 30, Personnel expenses 2022 * 2023 Wages and salaries ( 11,596 ) ( 9,943 ) Social charges on free shares and stock option grants 46 ( 54 ) Non-cash stock-based compensation expense ( 2,011 ) ( 1,646 ) Total personnel expenses ( 13,561 ) ( 11,643 ) For the three-month period ended June 30, 2022 * 2023 Other operating income (expenses) 753 490 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) The decrease in total operating expenses of $ 4.4 million from the three-month period ended June 30, 2022 to the three-month period ended June 30, 2023 resulted primarily from (i) a decrease of $ 2.5 million in purchases, external expenses and other, due to continuing internalization of manufacturing and quality control activities (ii) a decrease of $ 1.7 million in wages due to headcount reduction, (iii) a decrease of $ 0.4 million in non-cash stock based compensation expense, (iv) a decrease of $ 0.3 million in cost of revenues due to the diminution of milestones recognition partially offset by (i) a $ 0.1 million increase in social charges on stock option grants expenses and (ii) a decrease of $ 0.3 million in other operating income. 4.3 Reportable segments Accounting policies Reportable segments are identified as components of the Group that have discrete financial information available for evaluation by the Chief Operating Decision Maker (“CODM”), for purposes of performance assessment and resource allocation. For the six-month period ended June 30, 2023, Cellectis’ CODM is composed of: • The Chief Executive Officer; • The Executive Vice President CMC and Manufacturing; • The Senior Vice President of US Manufacturing; • The Chief Scientific Officer; • The Chief Financial Officer • The General Counsel; • The Chief Business Officer; • The Chief Regulatory & Pharmaceutical Compliance Officer; • The Chief Medical Officer; and • The Chief Human Resources Officer. Until May 31, 2023, we viewed our operations and manage our business in two operating and reportable segments that are engaged in the following activities: • Therapeutics: This segment is focused on the development of (i) gene-edited allogeneic Chimeric Antigen Receptor T-cells product candidates (UCART) in the field of immuno-oncology (UCART) and (ii) gene-edited hematopoetic stem and progenitor cells (HSPC) product candidates in other therapeutic indications. These approaches are based on our core proprietary technologies. All these activities are supported by Cellectis S.A., Cellectis, Inc. and Cellectis Biologics, Inc. The operations of Cellectis S.A., the parent company, are presented entirely in the Therapeutics segment which also comprises research and development, management and support functions. • Plants: This segment is focused on using Calyxt’s proprietary PlantSpring TM technology platform to engineer plant metabolism to produce innovative, high-value, and sustainable materials and products for use in helping customers meet their sustainability targets and financial goals. Calyxt’s diversified product offerings will primarily be delivered through its proprietary BioFactory production system. It corresponds to the activity of Calyxt. As of May 31, 2023, immediately prior the consummation of the Merger we owned a 48.0 % equity interest in Calyxt. This segment is only related to assets held for sale until May 31, 2023. This segment is presented as assets held for sale as of December 31, 2022 and discontinued operations for the six-month period ended June 30, 2023 and 2022. All tables referring to the six-month period ended June 30, 2023 present Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023. As from June 1, 2023 and the deconsolidation of Calyxt, the Therapeutics segment is the Group’s only reportable segment. Following the consummation of the Merger, we view our operations and manage our business in a single operating and reportable segment corresponding to the Therapeutics segment. There are inter-segment transactions between the two reportable segments, including allocation of corporate general and administrative expenses by Cellectis S.A. and allocation of research and development expenses to the reportable segments. The intersegment revenues represent the transactions between segments. Intra-segment transactions are eliminated within a segment’s results and intersegment transactions are eliminated in consolidation as well as in key performance indicators by reportable segment. Information related to each reportable segment is set out below. Segment revenues and other income, research and development expenses, selling, general and administrative expenses, and cost of revenue and other operating income and expenses, and adjusted net income (loss) attributable to shareholders of Cellectis (which does not include non-cash stock-based compensation expense) are used by the CODM for purposes of making decisions about allocating resources to the segments and assessing their performance. The CODM does not review any asset or liability information by segment or by region. Adjusted net income (loss) attributable to shareholders of Cellectis S.A. is not a measure calculated in accordance with IFRS. Because adjusted net income (loss) attributable to shareholders of Cellectis excludes non-cash stock-based compensation expense—a non-cash expense, our management believes that this financial measure, when considered together with our IFRS financial statements, can enhance an overall understanding of Cellectis’ financial performance. Moreover, our management views the Company’s operations, and manages its business, based, in part, on this financial measure. Net income (loss) by segment includes the impact of the transactions between segments while the intra-segment operations are eliminated. Details of key performance indicators by reportable segment for the six months period ended June 30, 2022 and 2023. For the six-month period ended June 30, 2022 For the six-month period ended June 30, 2023 $ in thousands Plants (discontinued operations) Therapeutics Total reportable segments Plants (discontinued operations) Therapeutics Total reportable segments External revenues 73 2,972 3,045 43 317 360 External other income — 3,551 3,551 — 5,242 5,242 External revenues and other 73 6,523 6,596 43 5,560 5,602 Cost of revenue ( 0 ) ( 714 ) ( 714 ) ( 63 ) ( 389 ) ( 451 ) Research and development expenses ( 6,297 ) ( 52,231 ) ( 58,527 ) ( 3,487 ) ( 43,225 ) ( 46,712 ) Selling, general and administrative ( 6,801 ) ( 10,893 ) ( 17,695 ) ( 2,313 ) ( 8,914 ) ( 11,227 ) Other operating income and 242 774 1,016 ( 1,251 ) ( 83 ) ( 1,334 ) Total operating expenses ( 12,856 ) ( 63,064 ) ( 75,920 ) ( 7,113 ) ( 52,612 ) ( 59,725 ) Operating income (loss) before tax ( 12,783 ) ( 56,541 ) ( 69,324 ) ( 7,070 ) ( 47,053 ) ( 54,123 ) Net financial gain (loss) 5,900 9,213 15,113 ( 3,307 ) 11,580 8,273 Income tax — — — — ( 258 ) ( 258 ) Net income (loss) from discontinued ( 6,883 ) ( 6,883 ) ( 10,377 ) ( 10,377 ) Net income (loss) ( 6,883 ) ( 47,328 ) ( 54,211 ) ( 10,377 ) ( 35,731 ) ( 46,108 ) Non-controlling interests 3,352 — 3,352 5,393 — 5,393 Net income (loss) attributable to ( 3,531 ) ( 47,328 ) ( 50,858 ) ( 4,984 ) ( 35,731 ) ( 40,715 ) R&D non-cash stock-based expense 216 3,134 3,349 188 1,900 2,088 SG&A non-cash stock-based 789 1,193 1,982 599 1,366 1,965 Adjustment of share-based 1,005 4,327 5,331 788 3,265 4,053 Adjusted net income (loss) ( 2,526 ) ( 43,001 ) ( 45,527 ) ( 4,196 ) ( 32,465 ) ( 36,662 ) Depreciation and amortization ( 1,316 ) ( 9,434 ) ( 10,749 ) ( 7 ) ( 8,875 ) ( 8,882 ) Additions to tangible and intangible 671 1,452 2,123 21 536 556 Details of key performance indicators by reportable segment for the three months period ended June, 30, 2022 and 2023. For the three-month period ended June 30, 2022 For the three-month period ended June 30, 2023 $ in thousands Plants (discontinued operations) Therapeutics Total reportable segments Plants (discontinued operations) Therapeutics Total reportable segments External revenues 42 1,307 1,348 1 178 179 External other income — 1,416 1,416 — 1,823 1,823 External revenues and other 42 2,723 2,765 1 2,001 2,002 Cost of revenue 0 ( 329 ) ( 329 ) ( 63 ) ( 55 ) ( 118 ) Research and development expenses ( 3,419 ) ( 25,630 ) ( 29,048 ) ( 1,322 ) ( 22,144 ) ( 23,467 ) Selling, general and administrative ( 3,585 ) ( 4,830 ) ( 8,415 ) ( 976 ) ( 3,950 ) ( 4,927 ) Other operating income and 198 753 951 ( 1,074 ) 490 ( 584 ) Total operating expenses ( 6,806 ) ( 30,036 ) ( 36,842 ) ( 3,435 ) ( 25,660 ) ( 29,095 ) Operating income (loss) before tax ( 6,764 ) ( 27,313 ) ( 34,077 ) ( 3,434 ) ( 23,659 ) ( 27,093 ) Financial gain (loss) 6,322 8,301 14,623 ( 2,213 ) 15,982 13,769 Income tax — — — — ( 258 ) ( 258 ) Net income (loss) from ( 442 ) ( 442 ) ( 5,647 ) ( 5,647 ) Net income (loss) ( 442 ) ( 19,012 ) ( 19,454 ) ( 5,647 ) ( 7,935 ) ( 13,583 ) Non controlling interests 506 — 506 ( 2,935 ) — ( 2,935 ) Net income (loss) attributable to 64 ( 19,012 ) ( 18,946 ) ( 2,712 ) ( 7,935 ) ( 10,648 ) R&D non-cash stock-based expense 226 1,454 1,681 103 797 900 SG&A non-cash stock-based 447 557 1,003 326 849 1,174 Adjustment of share-based 673 2,011 2,684 428 1,646 2,074 Adjusted net income (loss) 737 ( 17,001 ) ( 16,264 ) ( 2,284 ) ( 6,289 ) ( 8,573 ) Depreciation and amortization ( 608 ) ( 4,500 ) ( 5,108 ) ( 12 ) ( 4,419 ) ( 4,431 ) Additions to tangible and intangible 308 870 1,178 21 311 332 4.4 Financial income and expenses 4.4.1 For the six-month period ended June 30 For the six-month period ended June 30, Financial income and expenses 2022 2023 Income from cash, cash equivalents and financial assets 311 1,441 Foreign exchange gains 8,310 9,248 Gain on fair value measurment 3,642 593 Other financial income - 21,759 Financial income 12,263 33,041 Interest on financial liabilities ( 176 ) ( 690 ) Foreign exchange losses ( 878 ) ( 2,278 ) Loss on fair value measurment ( 247 ) ( 16,931 ) Interest on lease liabilities ( 1,748 ) ( 1,561 ) Other financial expenses — ( 1 ) Financial expenses ( 3,050 ) ( 21,461 ) Net financial gain (loss) 9,213 11,580 The increase in financial income of $ 20.8 million between the six-month periods ended June 30, 2022 and 2023 was mainly attributable to the profit from Calyxt’s deconsolidation of $ 21.8 million, an increase in gain from our financial investments of $ 1.1 million, an increase in the foreign exchange gain of $ 0.9 million (from a $ 8.3 million gain in 2022 to a $ 9.2 million gain in 2023, of which $ 8.0 million are reclassified from OCIs pursuant to Calyxt’s deconsolidation), and a $ 0.4 million gain on change in fair value of the EIB warrants, partially offset by a $ 3.6 million decrease in gain on fair value of Cytovia’s note receivable (in addition to the $ 6.8 million loss recognized in financial expenses in 2023). The increase in financial expenses of $ 18.4 million between the six-month periods ended June 30, 2022 and 2023 is mainly attributable to the loss in fair value on our retained investment in Calyxt since deconsolidation for $ 10.2 million, a $ 6.8 million decrease in the fair value of Cytovia’s note receivable, a $ 1.4 million increase in foreign exchange loss (from a $ 0.9 million loss in 2022 to a $ 2.3 million loss in 2023) and an increase of loan interest for $ 0.4 million related to the EIB loan. 4.4.2 For the three-month period ended June 30 For the three-month period ended June 30, Financial income and expenses 2022 2023 Income from cash, cash equivalents and financial assets 205 761 Foreign exchange gains 6,146 9,216 Gain on fair value measurment 3,642 531 Other financial income — 21,759 Financial income 9,992 32,266 Interest on financial liabilities ( 111 ) ( 573 ) Foreign exchange losses ( 592 ) ( 1,289 ) Loss on fair value measurment ( 125 ) ( 13,648 ) Interest on lease liabilities ( 863 ) ( 774 ) Other financial expenses ( 0 ) ( 0 ) Financial expenses ( 1,691 ) ( 16,284 ) Net financial gain (loss) 8,301 15,982 The increase in financial income of $ 22.3 million between the three-month periods ended June 30, 2022 and 2023 was mainly attributable to the profit from Calyxt’s deconsolidation of $ 21.8 million, an increase in gain from our financial investments of $ 0.6 million, an increase in the foreign exchange gain of $ 3.1 million (from a $ 6.1 million gain in 2022 to a $ 9.2 million gain in 2023, of which $ 8.0 million are reclassified from OCIs pursuant to Calyxt’s deconsolidation), and a $ 0.4 million gain on change in fair value of the EIB warrants, partially offset by a $ 3.6 million decrease in gain on fair value of Cytovia’s note receivable (in addition to the $ 3.5 million loss recognized in financial expenses in 2023). The increase in financial expenses of $ 14.6 million between the six-month periods ended June 30, 2022 and 2023 is mainly attributable to the loss in fair value on our retained investment in Calyxt since deconsolidation for $ 10.2 million, a $ 3.5 million decrease in the fair value of Cytovia’s note receivable, a $ 0.7 million increase in foreign exchange loss (from a $ 0.6 million loss in 2022 to a $ 1.3 million loss in 2023) and an increase of loan interest for $ 0.4 million related to the EIB loan. |
Discontinued operations
Discontinued operations | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations [Abstract] | |
Discontinued operations | Note 5. Discontinued operations Accounting policies Non-current assets held for sale and disposal groups In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, non-current assets (including property, plant and equipment and intangible assets) and disposal groups (a group of assets to be disposed of) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction and when the following conditions are met: i) management is committed to a plan to sell; ii) the asset or disposal group is available for immediate sale; iii) an active program to locate a buyer is initiated; iv) the sale is highly probably, within 12 months of classification as held for sale; v) the asset or disposal group is being actively marketed for sale at a sales price reasonable in relation to its fair value; and vi) actions required to complete the plan indicate that it is unlikely that plan will be significantly changed or withdrawn. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell, as appropriate. Depreciation and amortization on these assets cease when they meet the criteria to be classified as non-current assets held for sale. Non-current assets and related liabilities classified as held for sale are presented separately and are considered as current items in the statement of consolidated financial position. Discontinued operations The Group classifies as discontinued operations a component of the Group that either has been disposed of, or is classified as held for sale, and i) represents a separate major line of business or geographical area of operations; ii) is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or iii) is a subsidiary acquired exclusively with a view to resell. The components of profit or loss after taxes from discontinued operations and the post-tax gain or loss recognized on the measurement to fair value less costs to sell or on the disposal of the assets or disposal groups constituting the discontinued operation would be presented as a single line item in the statement of consolidated comprehensive income. Cash flows generated by the assets or disposal groups constituting the discontinued operation are presented as a single line item within each of the categories of cash flows in the statement of consolidated cash flows. Details of discontinued operations and disposal groups On November 23, 2022, Calyxt received a non-binding letter of intent from Cibus Global regarding a potential reverse merger with Calyxt (with Calyxt absorbing Cibus Global). On January 13, 2023, Calyxt, Calypso Merger Subsidiary, LLC, a wholly-owned subsidiary of Calyxt, Cibus Global and certain other parties, entered into the Merger Agreement with respect to the Merger. In connection with the Merger Agreement, Cellectis executed a voting agreement with Cibus Global to vote in favor of and approve all the transactions contemplated by the Merger Agreement, subject to the terms and conditions thereof. On May 31, 2023, Calyxt consummated the Merger, and effective on June 1, 2023, the combined company operates under the name Cibus, Inc. Consequently, Cellectis S.A. owned 2.9 % of the equity interests of the merged combined company, resulting in a loss of control by the Group over Calyxt. The combined company operates under the name of Cibus, Inc. Cellectis S.A. owned 479,264 shares out of Calyxt’s total outstanding shares of 997,745 shares immediately prior to the Merger (in each case, after giving effect to Calyxt’s 1-for-10 reverse stock split, which became effective on April 24, 2023, and Calyxt’s 1-for-5 reverse stock split, which became effective on May 31, 2023). Among other things, as part of the Merger, each share of Calyxt’s common stock existing and outstanding immediately prior to the Merger remained outstanding as a share of Class A Common Stock, without any conversion or exchange thereof, and Calyxt issued approximately 16,527,484 shares of Class A Common Stock to unitholders of Cibus Global based on an exchange ratio set forth in the Merger Agreement. The Group considers that Calyxt met the definition of a group of assets held for sale as the criteria defined by IFRS 5 were met on November 23, 2022 and until the loss of control and deconsolidation on May 31, 2023. In the present financial statements, Calyxt is therefore classified as a disposal group held for sale in December 31, 2022 and as a discontinued operation for the six months period ended June 30, 2022 and for the five year period ended May 31, 2023. All tables referring to the six-month period ended June 30, 2023 present Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 As prescribed by IFRS 5, Calyxt’s assets and liabilities are measured at the lower of their carrying amount and their fair value less costs to sell from November 23, 2022 and until derecognition on June 1, 2023. No gain or loss was recognized pursuant to this measurement. The results of Calyxt are as follows : For the six-month period ended June 30, 2022 2023 ** Revenues and other income 73 43 Operating expenses ( 12,856 ) ( 7,113 ) Operating income (loss) ( 12,783 ) ( 7,070 ) Net Financial gain (loss) 5,900 ( 3,307 ) Net income (loss) from discontinued operations ( 6,883 ) ( 10,377 ) ** Figures for the six-month period ended June 30, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 The earning per share attributable to Calyxt is as follows : For the six-month period ended June 30, 2022 2023 ** Basic net income (loss) attributable to shareholders of ( 0.08 ) ( 0.09 ) Diluted net income (loss) attributable to shareholders ( 0.08 ) ( 0.09 ) ** Figures for the six-month period ended June 30, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 The net cash flows attributable to Calyxt are as follows: For the six-month period ended June 30, 2022 2023 ** Net cash flows provided by (used in) operating ( 11,970 ) ( 3,644 ) Net cash flows provided by (used in) investing ( 744 ) 76 Net cash flows provided by (used in) financing 10,207 1,781 (Decrease) increase in cash and cash equivalents ( 2,506 ) ( 1,787 ) ** Figures for the six-month period ended June 30, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 The major classes of assets and liabilities of Calyxt classified as held for sale are as follows: As of December 31, As of May 31, As of June 30, 2022 2023 ** 2023 Intangible assets 697 697 — Property, plant, and equipment 4,110 4,118 — Right-of-use assets 13,263 13,139 — Other non-current assets — — — Other current assets 272 119 — Cash and cash equivalents 3,427 1,642 — Total assets held for sale 21,768 19,714 — Non-current lease debts 13,387 13,140 — Other non-current liabilities — — — Current financial liabilities 267 5,647 — Current lease debts 463 406 — Trade payables 747 2,567 — Other current liabilities — 220 — Total liabilities related to assets held for sale 14,864 21,980 — Net assets held for sale 6,903 ( 2,266 ) — |
Impairment tests
Impairment tests | 6 Months Ended |
Jun. 30, 2023 | |
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Impairment tests | Note 6. Impairment tests Accounting policy Amortizable intangible assets, depreciable tangible assets and right-of-use are tested for impairment when there is an indicator of impairment. Impairment tests involve comparing the carrying amount of cash-generating units with their recoverable amount. The recoverable amount of an asset is the higher of (i) its fair value less costs to sell and (ii) its value in use. If the recoverable amount of any asset is below its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount. Our cash-generating units (“CGUs”) correspond to the operating/reportable segments: Therapeutics and Plants. Plants’ CGU is classified as held for sale until May 31, 2023. Results of impairment test No indicator of impairment has been identified for any intangible or tangible assets in either of the CGUs for the six months periods ended June 30, 2022 or 2023. The CGU corresponding to the Plants segment consisted solely of Calyxt. Since the deconsolidation of Calyxt on June 1, 2023, our retained investment in Calyxt is measured at fair value, based on Cibus share price on the Nasdaq. As from June 1, 2023, there is a single CGU corresponding to the Plants segment. |
Right-of-use assets
Right-of-use assets | 6 Months Ended |
Jun. 30, 2023 | |
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Right-of-use assets | Note 7. Right-of-use assets Details of Right-of-use assets Under the provision of IFRS 16 “Leases”, the Company recognizes a right of use asset and lease liability on the Statement of financial position. The breakdown of right-of-use assets is as follows: Building lease Office and Total $ in thousands Net book value as of January 1, 2022 55,197 14,226 69,423 Additions 487 328 816 Depreciation expense ( 1,418 ) ( 1,225 ) ( 2,642 ) Translation adjustments ( 304 ) ( 64 ) ( 369 ) Net book value as of June 30, 2022 53,962 13,265 67,227 Gross value at end of period 69,847 19,875 89,721 Accumulated depreciation and impairment at end of ( 15,885 ) ( 6,609 ) ( 22,494 ) Net book value as of January 1, 2023 33,666 10,608 44,275 Additions 879 96 975 Disposal of right-of-use asset ( 102 ) — ( 102 ) Depreciation expense ( 2,292 ) ( 1,685 ) ( 3,977 ) Translation adjustments 237 49 286 Net book value as of June 30, 2023 32,389 9,068 41,457 Gross value at end of period 50,684 17,932 68,616 Accumulated depreciation at end of period ( 18,295 ) ( 8,864 ) ( 27,159 ) |
Property, plant and equipment
Property, plant and equipment | 6 Months Ended |
Jun. 30, 2023 | |
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Property, plant and equipment | Note 8. Property, plant and equipment Lands and Technical Fixtures, Assets Total $ in thousands Net book value as of January 1, 2022 14,733 58,072 3,109 2,932 78,846 Additions to tangible assets 78 ( 23 ) 96 793 945 Disposal of tangible assets — 54 ( 143 ) — ( 90 ) Reclassification 78 1,254 8 ( 1,362 ) ( 23 ) Depreciation expense ( 571 ) ( 2,139 ) ( 117 ) — ( 2,827 ) Translation adjustments ( 212 ) ( 71 ) ( 19 ) ( 25 ) ( 327 ) Net book value as of June 30, 2022 14,106 57,146 2,933 2,338 76,523 Gross value at end of period 22,227 76,379 5,012 2,338 105,955 Accumulated depreciation and impairment at end of ( 8,121 ) ( 19,233 ) ( 2,078 ) ( 0 ) ( 29,432 ) Net book value as of January 1, 2023 9,321 51,072 2,277 952 63,621 Additions to tangible assets — 15 11 529 556 Disposal of tangible assets ( 172 ) ( 152 ) ( 1 ) — ( 326 ) Reclassification 290 81 ( 0 ) ( 372 ) ( 1 ) Depreciation expense ( 948 ) ( 3,570 ) ( 354 ) — ( 4,872 ) Translation adjustments 171 51 12 18 252 Net book value as of June 30, 2023 8,661 47,497 1,946 1,127 59,231 Gross value at end of period 18,193 73,035 4,963 1,127 97,318 Accumulated depreciation and impairment at end of ( 9,532 ) ( 25,537 ) ( 3,018 ) — ( 38,087 ) |
Non-current Financial Assets
Non-current Financial Assets | 6 Months Ended |
Jun. 30, 2023 | |
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Non-current Financial Assets | Note 9. Non-current financial assets As of December 31, As of June 30, 2022 2023 $ in thousands Deposit 1,216 800 Non current restricted cash 4,716 4,656 Investments in non consolidated entities — 5,032 Other non current financial assets 2,859 2,518 Non current financial assets 8,791 13,006 As of June 30, 2023, our deposits consist of one deposit for our leased premises in Paris. The diminution of $ 0.4 million since December 31, 2022 is related to a supplier deposit reimbursement. As of June 30, 2023, our non-current restricted cash primarily consists of $ 1.9 million related to a leasing agreement for equipment in Raleigh, $ 2.6 million for our leased premises in Raleigh and $ 0.2 million for our leased premises in New-York. As of June 30, 2023, our non-current financial assets relate to the partial sublease of our premises in New York which started in June 2022. Pursuant to Calyxt deconsolidation, our investment in Calyxt was classified as a non-current financial asset and measured at fair value as of June 30, 2023 for $ 5.0 million. The Cibus shares held by Cellectis remain listed on the Nasdaq Capital Market under the ticker symbol “CBUS” and were measured using the closing stock price of $ 10.50 on June 30, 2023 |
Trade receivables and other cur
Trade receivables and other current assets | 6 Months Ended |
Jun. 30, 2023 | |
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Trade receivables and other current assets | Note 10. Trade receivables and other current assets 10.1 Trade receivables As of December 31, As of June 30, 2022 2023 $ in thousands Trade receivables 772 422 Total net value of trade receivables 772 422 All trade receivables have payment terms of less than one year. The trade receivables as of June 30, 2023 primarily consists of $ 0.2 million receivable related to our license agreement with one of our partner. The diminution between December 31, 2022 and June 30, 2023 is related to the payment of a $ 0.5 million receivable related to the extension of the option term of a license agreement. 10.2 Subsidies receivables As of December 31, As of June 30, 2022 2023 $ in thousands Research tax credit 14,496 19,180 Other subsidies — 308 Total subsidies receivables 14,496 19,488 Research tax credit receivables as of June 30, 2023 include the accrual for the French research tax credit related to 2023 for $ 3.4 million and to previous periods for $ 15.8 million. The remaining amount relates to refundable tax credits in the United States. During December 2018, the French Tax Authority initiated an audit related to the 2014, 2015, 2016 and 2017 French research tax credits. In January 2022, the tribunal administratif of Paris, France confirmed that Cellectis was entitled to receive the amounts related to 2017 and 2018 tax credits. $ 0.8 million were reimbursed to Cellectis in February 2022. On March 15, 2022, the French tax authorities appealed this decision to the Paris Administrative Court of Appeal ( Cour administrative d’appel de Paris ) and requested that the decision be reversed. On May 18, 2022, the Company filed its observations in defense, so that the litigation is pending the Court’s decision. On March 8, 2023, we signed a grant and refundable advance agreement with BPI to partially support one of our R&D programs which correspond to UCART 20x22 and related CMC activities. Pursuant to this agreement, we will receive, subject to the achievement of certain milestones, a total financing of € 6.4 million of which 14.77 % is a grant and 85.23 % is a refundable advance. The first instalment of € 1.0 million, which represents an upfront amount, became payable upon signature and was partially received in the second quarter of 2023. The first milestone payment of € 1.9 million, which corresponds to the start of the UCART 20x22 clinical study, has also become payable and is expected to be received in the third quarter of 2023. The part of those initial payments corresponding to a grant was recognized in other revenues for $ 0.3 million. 10.3 Other current assets As of December 31, As of June 30, 2022 2023 $ in thousands VAT receivables 1,140 999 Prepaid expenses and other prepayments 6,233 5,979 Tax and social receivables 1,166 63 Deferred expenses and other current assets 538 828 Total other current assets 9,078 7,869 Prepaid expenses and other prepayments primarily include advances to our sub-contractors on research and development activities. These mainly relate to advance payments to suppliers of biological raw materials and to third parties participating in product manufacturing. During the year ended December 31, 2022, and the six-month period ended June 30, 2023, we prepaid certain manufacturing costs related to our product candidates UCART 123, UCART 22 and UCART 20x22. As of December 31, 2022 and June 30, 2023, tax and social receivables relate mainly to social charges on personnel expenses. The reduction is related to reimbursement of tax litigation on stock options. The increase in deferred expenses and other current assets of $ 0.3 million from December 31, 2022 to June 30, 2023 is mainly due to a $ 0.4 million receivable related to our American Depositary Receipts program. |
Current financial assets and Ca
Current financial assets and Cash and cash equivalents | 6 Months Ended |
Jun. 30, 2023 | |
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Current financial assets and Cash and cash equivalents | Note 11. Current financial assets and Cash and cash equivalents As of December 31, 2022 Carrying amount Unrealized Gains/(Losses) Estimated fair value $ in thousands Current financial assets 7,907 — 7,907 Cash and cash equivalents 89,789 — 89,789 Current financial assets and cash and cash 97,696 — 97,696 As of June 30, 2023 Carrying amount Unrealized Gains/(Losses) Estimated fair value $ in thousands Current financial assets 1,120 — 1,120 Cash and cash equivalents 84,386 — 84,386 Current financial assets and cash and cash 85,505 — 85,505 11.1 Current financial assets As of June 30, 2023, current financial assets of $ 1.1 million correspond to Cytovia’s note receivable. There is no short-term restricted cash included in the current financial assets. As of December 31, 2022, current financial assets corresponded to Cytovia’s convertible note, measured at its fair value of $ 7.9 million. There was no short-term restricted cash included in the current financial assets. As of December 31, 2022, short-term restricted cash in the form of deposits to secure a Calyxt furniture and equipment sale-leaseback for $ 0.2 million which was included in assets held for sale. On February 12, 2021, we entered into a research collaboration and non-exclusive license agreement with Cytovia Therapeutics, Inc.(“Cytovia”) as amended from time to time (the “Cytovia Agreement”) to develop induced Pluripotent Stem Cell (iPSC) iPSC-derived Natural Killer (NK) and CAR-NK cells edited with our TALEN. Upon initial execution of the Cytovia Agreement, the Company recorded a note receivable and related license revenue of $ 20 million in respect of the Upfront Collaboration Consideration. Because the Cytovia Conditions were not met by December 31, 2021, the note receivable was converted to an accounts receivable as of December 31, 2021. In April 2022, in connection with Cytovia’s entering into a definitive business combination agreement with a publicly traded Special Purpose Acquisition Company (“SPAC”), we entered into an amendment to the Cytovia Agreement, pursuant to which we received a $ 20 million convertible note in payment of the Upfront Collaboration Consideration. The terms of the convertible note provided for (i) conversion into common stock of the combined company upon completion of the business combination or, (ii) in certain circumstances, our ability to elect to be paid in cash on or before December 31, 2022. Because the SPAC business combination was abandoned and the conditions of the convertible note were not met, we and Cytovia entered into an amended and restated note which became effective as of December 22, 2022. The amended and restated convertible note provides for automatic conversion into common stock of Cytovia in the case of certain fundamental transactions pursuant to which Cytovia becomes a public reporting company and for conversion at Cellectis’ option in connection with certain financing transactions, upon a company sale and at final maturity. In each case such conversion is subject to a 9.9 % ownership cap, with the balance issuable in the form of pre-funded warrants. Among other changes, the amended and restated convertible note increases the applicable interest rate of the convertible note to 10 % per annum, subject to a 10 % step up upon the occurrence and continuation of an event of default, provides for the repayment of 50 % of the outstanding amount on April 30, 2023 and extends the final maturity date for the repayment of the remaining outstanding amount to June 30, 2023. On April 30, 2023, we signed a further amendment to agree that 100 % of the convertible will be due at final maturity on June 30, 2023. At the maturity date on June 30, 2023, we did not elect to convert the convertible note into shares of Cytovia’s then-outstanding most senior series of preferred stock and therefore the outstanding amount of the note automatically became due and payable in full in cash by Cytovia for $ 22.4 million, which includes the $ 20.0 million principal and $ 2.4 million of accrued and unpaid interest accrued since the convertible note was issued in April 2022. Cytovia failed to pay this amount, which remains due and payable and Cytovia’s receivable note continues to accrue interest during the continuation of this default, subject to the 10 % interest step up. . The convertible note was classified as a financial asset measured at fair value through profit or loss until June 30, 2023. The fact that Cytovia is in default substantially changes the cash flows associated with this asset, mainly as the convertible note is now only repayable in cash (and no longer subject to conversion into shares of Cytovia). We consider that the criteria for derecognition of this financial asset are met on June 30, 2023, and we therefore derecognized this asset to recognize a new asset, based on such new characteristics. The new asset is a financial asset payable solely in cash, including principal and interest. We intend to hold this asset until it is repaid by Cytovia. The repayment is already due at initial recognition. This new asset is therefore classified as a current financial asset, initially recognized at its fair value and subsequently measured at amortized cost. At initial recognition, as this new asset can be analyzed as an originated credit-impaired asset, we included in the estimated fair value of the asset the expected credit losses over the life of the asset. The expected credit losses have been estimated using both historical and forward-looking estimations, including (i) our ongoing negotiations with Cytovia on the restructuring of [the Cytovia Agreement], and (ii) our assessment of Cytovia’s credit worthiness based on our historical experience with Cytovia and the current financing market for biotechnology companies, and in particular, for companies working on pluripotent stem cells. On the basis of this information, we have prepared recovery scenarios for which the expected loss in each scenario has been weighted by the probability of the scenario occurring. Considering the expected credit losses over the life of the asset, we have estimated the fair value of Cytovia’s note receivable at the initial recognition date, i.e. June 30, 2023, at $ 1.1 million. This represents a net loss in fair value of $ 6.8 million for the six-month period ended June 30, 2023, composed of the impact of the derecognition of the initial asset for $ 7.9 million and the recognition of the new one for $ 1.1 million. We recognized this loss in fair value through profit and loss, within financial expenses. As of June 30, 2023 Fair value in $ thousands Expected occurrence of most probable scenario +20% 224 Expected occurrence of most probable scenario 1,120 Expected occurrence of most probable scenario -20% 2,015 11.2 Cash and cash equivalents As of December 31, As of June 30, 2022 2023 $ in thousands Cash and bank accounts 65,012 73,520 Money market funds 13,578 - Fixed bank deposits 11,200 10,866 Total cash and cash equivalents 89,789 84,386 Money market funds earn interest and are refundable overnight. Fixed bank deposits have fixed terms that are less than three months or are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. |
Financial liabilities
Financial liabilities | 6 Months Ended |
Jun. 30, 2023 | |
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Financial liabilities | Note 12. Financial liabilities 12.1 Detail of financial liabilities As of December 31, As of June 30, 2022 2023 $ in thousands Conditional advances — 417 Lease debts 49,358 46,157 State Guaranteed loan « PGE » 13,569 11,314 EIB loan — 16,654 EIB warrants — 4,875 Other non-current financial liabilities 6,962 7,010 Total non-current financial liabilities and 69,889 86,427 Lease debts 7,872 8,270 State Guaranteed loan « PGE » 4,972 5,064 Other current financial liabilities 116 122 Total current financial liabilities and 12,960 13,455 Trade payables 21,456 19,229 Other current liabilities 13,179 8,093 Total Financial liabilities 117,484 127,204 As of December 31, 2022 and as of June 30, 2023, the other non-current financial liabilities are composed of a $ 1.1 million loan to finance leasehold improvements in our premises in New York and a Research Tax Credit financing with BPI that was finalized in June 2022 with € 5.5 million received representing a non-current financial liability of $ 5.9 million. State Guaranteed loan State Guaranteed Loan (“ Prêt Garanti par l’Etat ”, or “PGE”) corresponds to Cellectis’ obtention of an € 18.5 million (or $ 20.1 million using exchange rate as of June 30, 2023) loan from a bank syndicate formed with HSBC, Société Générale, Banque Palatine and Bpifrance in the form of a PGE. Initiated by the French Government to support companies during the COVID-19 crisis, the PGE is a bank loan with a fixed interest rate ranging from 0.31 % to 3.35 %. After an initial interest-only term of two years, the loan is amortized over up to four years at the option of the Company. The French government guarantees 90 % of the borrowed amount. As of June 30, 2023, the current liability related to the State Guaranteed loan amounts to $ 5.1 million and the non-current liability amounts to $ 11.3 million. Conditional advances On March 8, 2023, we signed a grant and refundable advance agreement with BPI to partially support one of our R&D programs which corresponds to UCART 20x22 and related CMC activities. Pursuant to this agreement, on June 19, 2023, we received $ 0.9 million as the first installment of the refundable advance. Repayment of this advance is due over a period of 3 years starting on March 31, 2028. The amount to be repaid is equal to the principal adjusted upwards by a discounting effect at an annual rate of 3.04 %, in accordance with the European Commission’s principle for State aid. The amount of this discounting adjustment is expected to be $ 0.2 million and the total amount to be repaid $ 1.0 million. The refundable advance from BPI can be analyzed as a government loan as defined by IAS 20. Because his loan bears a lower-than-market interest rate, we measure the fair value of the loan using a market interest rate and recognize the difference with the cash received as a grant. Based on a market rate of 16.1 % determined using the credit spread observed for loans contracted by Cellectis over a comparable term, we measured the fair value of this loan at $ 0.4 million, resulting in a grant of $ 0.5 million. The loan is subsequently measured at amortized cost. European Investment Bank (“EIB”) loan On December 28, 2022, we entered into a finance contract (the “Finance Contract”) with the EIB for up to € 40.0 million in loans to support our research and development activities to advance our pipeline of gene-edited allogeneic cell therapy candidate products for oncology indications (the “R&D Activities”). The Finance Contract provides for funding in three tranches, as follows: (i) an initial tranche of € 20.0 million (“Tranche A”); (ii) a second tranche of € 15.0 million (“Tranche B”); and (iii) a third tranche of € 5.0 million (“Tranche C,” and each of Tranche A, Tranche B, and Tranche C, a “Tranche”), each issuable only in full. Each of our material subsidiaries guarantees our obligations under the Finance Contract. On March 30, 2023, the Company and EIB entered into a Subscription Agreement for Warrants to be Issued by Cellectis S.A. (the “Warrant Agreement”), as required by the Finance Contract. On April 4, 2023, Cellectis announced the drawdown of the € 20 million Tranche A. The disbursement of Tranche A was subject to, among other conditions, (i) the issuance of a specified number of warrants to the benefit of EIB (the “Tranche A Warrants”) and (ii) the completion of certain clinical development milestone by a Cellectis’ licensee, and, as of April 4, 2023, each of (i) and (ii) had been satisfied. On March 28, 2023, the Company issued 2,779,188 Tranche A Warrants to EIB, in accordance with the terms of the 11 th resolution of the shareholders’ meeting held on June 28, 2022 and articles L. 228-91 and seq. of the French Commercial Code, representing 5.0 % of the Company’s outstanding share capital as at their issuance date. The exercise price of the Tranche A Warrants is equal to € 1.92 , corresponding to 99 % of the volume-weighted average price per share of the Company’s ordinary shares over the last 3 trading days preceding their issuance. Tranche A will mature six years from its disbursement date. Interest on Tranche A shall be paid in kind, shall be capitalized annually by increasing the principal amount of Tranche A, and shall accrue at a rate equal to 8 % per annum. The EIB proceeded to the payment of the € 20 million on April 17, 2023. Each EIB Warrant will entitle EIB to one ordinary share of the Company in exchange for the exercise price (subject to applicable adjustments and anti-dilution provisions). The EIB Warrants will have an exercise price per share equal to 99 % of the weighted average price per share of the Company over the last three trading days prior to their issuance. The EIB Warrants with respect to Tranche B and Tranche C are only issuable if the Company elects to drawdown such tranches. The EIB Warrants expire on the twentieth anniversary of their issuance date, at which time such unexercised EIB Warrants will be automatically deemed null and void. Any outstanding EIB Warrant will become exercisable following the earliest to occur of (i) a change of control event, (ii) the maturity date of Tranche A, (iii) a public take-over bid approved by the Company’s board of directors, (iv) a sale of all or substantially all of certain assets of Cellectis and its subsidiaries, (v) a debt repayment event (i.e. any mandatory repayment pursuant to the Finance Contract or any voluntary payment more than 75 % of any Tranche) in respect of one or more Tranches, , or (vi) the receipt of a written demand for repayment from EIB in connection with an event of default under the Finance Agreement (each an “Exercise Event”). Following any Exercise Event and until expiration of the applicable EIB Warrants, EIB may exercise a put option by which EIB may require the Company to repurchase all or part of the then-exercisable but not yet exercised EIB Warrants. The exercise of such put option would be at the fair market value of the EIB Warrants, subject to a cap equal to the aggregate principal amount disbursed by EIB pursuant to the Finance Contract at the time of the put option, reduced by certain repaid amounts, at the time of exercise of the put option. Furthermore, in the case of any public take-over bid from a third party or a sale of all outstanding shares of the Company to any person or group of persons acting in concert, the Company shall, subject to certain conditions including the sale by certain shareholders of all of their shares and other securities, be entitled to repurchase all, but not less than all, of the EIB Warrants, at a price equal to the greater of (a) 0.3 times the amount disbursed by the EIB under the Finance Contract divided by the aggregate number of EIB Warrants issued (reduced by the number of exercised EIB Warrants), and (b) the fair market value of the EIB Warrants. The Company has a right of first refusal to repurchase the EIB Warrants that are offered for sale to a third party under the same terms and conditions of such third party’s offer, provided that such right of first refusal does not apply if the contemplated sale occurs within the scope of a public take-over bid by a third party. The contract constituted of the loan agreement and the warrants agreement is a hybrid contract, as it contains a non-derivative component (the loan) and derivative options-based components (the warrants and attached options). The loan can be qualified as the host contract and the warrants and attached options as embedded derivatives. Given, the economic characteristics and specific risks of the embedded derivatives, we consider they should be accounted for separately from the host contract. The € 20.0 million Tranche A loan is classified as a financial liability measured at amortized cost. At initial recognition, i.e. on April 17, 2023, the fair value of this loan include $ 0.3 million of transaction costs and the $ 5.2 million fair value of the warrants (see below Derivative Instruments) as the warrants are part of the consideration given to EIB. The initial fair value of the loan is $ 16.2 million. The loan is subsequently measured at amortized cost, the effective interest rate of the loan being 13.4 % Derivative Instruments – EIB Warrants The tranche A Warrants issued in favor of the EIB in relation to the Tranche A disbursement in the form of 2,779,188 Bons de Souscription d’Actions (“BSA”) are derivative instruments. Because of its terms and conditions of the EIB’s put option, we consider that the put option and the tranche A Warrants are to be treated as a single compound embedded derivative. Because of its terms and conditions, we consider it highly unlikely that the Company will exercise the call option. Accordingly, the call option has been valued at zero and is not accounted for. The “fixed for fixed” rule of IAS 32, which states that derivatives shall be classified as equity if they can only be settled by the delivery of a fixed number of shares in exchange for a fixed amount of cash or another financial asset, is not met because there is a settlement option that may result in the exchange of a variable number of shares for a variable price in the case of a put option exercise. As they are not equity instruments, the tranche A Warrants and attached put option are to be classified as a financial liability and will be measured at fair value through profit and loss. The fair value of the tranche A Warrants and put option has been estimated using a Longstaff Schwartz approach. This approach is most appropriate to estimate the value of American options (which may be exercised any time from an exercise event until maturity) with complex exercise terms (EIB can exercise the tranche A warrants on the basis of Cellectis’ spot share price or exercise the put option on the basis of the average price of the shares over 90 days). The Longstaff Schwartz approach is also based on the value of the underlying share price at the valuation date, the observed volatility of the company’s historical share price and the contractual life of the instruments. The assumptions and results of the warrants valuation are detailed in the following tables: Warrants Tranche A Grant date * 4/17/2023 Expiration date 4/17/2043 Number of options granted 2,779,188 Share entitlement per option 1 Exercise price (in euros per option) 1.92 Valuation method Longstaff Schwartz * The grant date retained is the disbursement date of the Tranche A as this is the issuance date defined in the contract. Warrants Tranche A 4/17/2023 6/30/2023 Number of warrants granted 2,779,188 2,779,188 Share price (in euros) 1.87 1.77 Average life of options (in years) 20 19.8 Expected volatility 81.3 % 70.6 % Put option cap (in € thousands) 7.196 7.196 Discount rate 2.85 % 2.71 % Expected dividends 0 % 0 % Fair value per options (in euros per share) 1.73 1.61 Fair value in $ thousands 5,224 4,875 We conducted sensitivity analysis on the expected volatility. As shown in the tables below, the sensitivity of the fair value to the expected volatility is not significant: As of April 17, 2023 Fair value in $ thousands Expected volatility -5% 5,206 Expected volatility 5,224 Expected volatility +5% 5,231 As of June 30, 2023 Fair value in $ thousands Expected volatility -5% 4,790 Expected volatility 4,875 Expected volatility +5% 4,925 12.2 Due dates of the financial liabilities Balance as of June 30, 2023 Book value Less than One Year One to Five Years More than Five Years $ in thousands Lease debts 54,427 8,270 28,661 17,496 Financial liabilities 45,455 5,185 17,886 22,384 Financial liabilities 99,882 13,455 46,547 39,879 Trade payables 19,229 19,229 — — Other current liabilities 8,093 8,093 — — Total financial liabilities 127,204 40,777 46,547 39,879 |
Other current liabilities
Other current liabilities | 6 Months Ended |
Jun. 30, 2023 | |
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Other current liabilities | Note 13. Other current liabilities As of December 31, As of June 30, 2022 2023 $ in thousands VAT Payables 3,058 - Accruals for personnel related expenses 9,421 7,126 Other 700 967 Total 13,179 8,093 Accruals for personnel related expenses are related to annual bonuses, paid time-off (PTO) accruals and social expenses on stock options. Other current liabilities decreased by $ 5.1 million between December 31, 2022 and June 30 2023 related to the payment of 2022 annual bonuses and the decrease of VAT payables due to the collected VAT on a Servier milestone invoice accrued in December 2022 and paid in 2023. |
Deferred revenues and contract
Deferred revenues and contract liabilities | 6 Months Ended |
Jun. 30, 2023 | |
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Deferred revenues and contract liabilities | Note 14. Deferred revenues and contract liabilities As of December 31, 2022 As of June 30, 2023 $ in thousands Deferred revenues and contract liabilities 59 241 Total Deferred revenue and contract liabilities 59 241 Deferred revenues and contract liabilities increased by $ 0.2 million between December 31, 2022 and June 30 2023 related to annual license fee due under the Research Collaboration and Exclusive License Agreement entered into between Cellectis and Iovance Therapeutics, Inc. (“Iovance”) on December 30, 2019 as amended (the “Iovance Agreement”). |
Share capital and premium relat
Share capital and premium related to the share capitals | 6 Months Ended |
Jun. 30, 2023 | |
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Share capital and premium related to the share capitals | Note 15. Share capital and premium related to the share capitals Nature of the Transactions Share Capital Share premium Number of shares Nominal value $ in thousands (except number of shares) in $ Balance as of January 1, 2022 2,945 934,696 45,484,310 0.05 Exercise of share warrants, employee 1 — 26,500 — Non-cash stock-based compensation — 5,331 — — Other movements — ( 372,744 ) — — Balance as of June 30, 2022 2,946 567,284 45,510,810 0.05 Balance as of January 1, 2023 2,955 583,122 45,675,968 0.05 Non-cash stock-based compensation — 4,053 — — Capital increase of Cellectis (1) 536 24,482 9,907,800 Transaction costs related to Cellectis’ — ( 1,455 ) — — Other movements — ( 133,976 ) — — Balance as of June 30, 2023 3,491 476,224 55,583,768 0.05 Capital evolution during the six-month period ended June 30, 2023 (1) During the six-month period ended June 30, 2023, 9,907,800 shares were issued in the Cellectis Follow-on Offering with gross proceeds of $ 24.8 million. (2) These costs correspond to the issuance costs incurred in 2023 in connection with the Cellectis Follow-on Offering as a reduction of share premium, in addition to the $ 0.6 million costs incurred and deducted from Equity in the fourth quarter of 2022. The total transaction costs for this Cellectis Follow-on Offering amount to $ 2.0 million. (3) During the annual shareholders meeting of June 27, 2023, the shareholders, in accordance with French Law, approved the absorption of $ 134.0 million of retain²ed earnings into share premium. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities. |
Non-cash stock-based compensati
Non-cash stock-based compensation | 6 Months Ended |
Jun. 30, 2023 | |
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Non-cash stock-based compensation | Note 16. Non-cash stock-based compensation 16.1 Detail of Cellectis equity awards Holders of vested Cellectis stock options and non-employee warrants are entitled to exercise such options and warrants to purchase Cellectis ordinary shares at a fixed exercise price established at the time such options and warrants are granted during their useful life. For stock options and non-employee warrants, we estimate the fair value of each option on the grant date or other measurement date if applicable using a Black-Scholes option-pricing model, which requires us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, dividend yield, and the forfeiture rate. We estimate our future stock price volatility based on Cellectis historical closing share prices over the expected term period. Our expected term represents the period of time that options granted are expected to be outstanding determined using the simplified method. The risk-free interest rate for periods during the expected term of the options is based on the French government securities with maturities similar to the expected term of the options in effect at the time of grant. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero. Options may be priced at 100 percent or more of the fair market value on the date of grant, and generally vest over four years after the date of grant. Options generally expire within ten years after the date of grant. Stock Options The weighted-average fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows: 2022 2023 Weighted-Average fair values of stock options granted 1.31 € 1.65 € Assumptions: Risk-free interest rate 0.00 % - 2.49 % 2.45 % - 2.75 % Share entitlement per options 1 1 Exercise price 2.09 € - 7.22 € 1.74 € - 3.17 € Grant date share fair value 1.91 €- 6.74 € 1.70 €- 3.09 € Expected volatility 58.7 % - 62.5 % 63.7 % - 64.4 % Expected term (in years) 6.03 - 6.15 6.03 - 6.15 Vesting conditions Performance or Service Performance or Service Vesting period Graded Graded Information on stock option activity follows: Options Exercisable Weighted-Average Exercise Price Per Share Options Outstanding Weighted-Average Exercise Price Per Share Remaining Average Useful Life Balance as of December 31, 2021 7,566,679 24.78 € 9,159,794 23.50 € 5.3 y Granted - 828,549 4.18 € Exercised - Forfeited or Expired - ( 1,201,079 ) 18.85 € Balance as of December 31, 2022 7,400,519 24.58 € 8,787,264 22.31 € 4.6 y Granted - 1,835,411 2.86 € Exercised - - - Forfeited or Expired - ( 22,638 ) 18.29 € Balance as of June 30, 2023 7,800,007 23.84 € 10,600,037 18.95 € 5.1 y Share-based compensation expense related to stock option awards was $ 1.4 million and $ 1.8 million for the six-month period ended June 30, 2023, and 2022, respectively. On January 24, 2023, the Board of Directors granted 1,417,321 stock options. For executive employees, stock options vesting period is over four years and based on performance criteria. For all other beneficiaries, the vesting period for stock options is over four years and without performance criteria. On May 4, 2023, the Board of Directors granted 358,100 stock options. For executive employees, stock options vesting period is over four years and based on performance criteria. For all other beneficiaries, the vesting period for stock options is over four years and without performance criteria. On June 26, 2023, the Board of Directors granted 55,690 stock options to non executive employees. The vesting period for stock options is over four years and without performance criteria. Non-Employee Warrants No non-employee warrants (or “Bons de Souscriptions d’Actions” or “BSAs”) have been granted during the periods presented. Information on non-employee warrants activity follows: Warrants Exercisable Weighted-Average Exercise Price Per Share Warrants Outstanding Weighted-Average Exercise Price Per Share Remaining Average Useful Life Balance as of December 31, 2021 896,225 27.18 € 896,225 27.18 € 4.3 y Granted Exercised Forfeited or Expired Balance as of December 31, 2022 896,225 27.18 € 896,225 27.18 € 3.3 y Granted Exercised Forfeited or Expired Balance as of June 30, 2023 896,225 27.18 € 896,225 27.18 € 2.8 y Considering that all non-employee warrants have vested, there was no share-based compensation expense related to non-employee warrants awards for the six-month period ended June 30, 2023 and June 30, 2022. Free shares The free shares granted prior to 2018 are subject to a two-year vesting period and additional two-year holding period for French residents and four-years vesting period for foreign residents. The free shares granted in 2018 and until 2021 are subject to at least one-year vesting and additional one-year vesting period for French residents and two-years vesting period for foreign residents. The vesting of free shares granted to executive officers of the Company in October 2020 are subject to performance conditions with a minimum vesting of a 3 -year period. The free shares granted in 2021 and after are subject to a three-year vesting period for all employees, provided that the free shares granted to executive officers are subject to performance conditions with a minimum vesting of a 3 -year period. Information on free shares activity follows: Number of Free Weighted-Average Grant Unvested balance of December 31, 2021 922,701 14.15 € Granted 354,770 2.79 € Vested ( 191,658 ) 17.96 € Cancelled ( 176,700 ) 13.99 € Unvested balance as of December 31, 2022 909,113 11.18 € Granted 342,900 3.08 € Vested Cancelled ( 36,112 ) 11.10 € Unvested balance as of June 30, 2023 1,215,901 8.90 € The fair value of free shares corresponds to the grant date share fair value. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero in determining fair value. Share-based compensation expense related to free shares awards was $ 1.9 million and $ 2.5 million for the six-month period ended June 30, 2023 and 2022, respectively. On January 24, 2023, the Board of Directors granted 340,750 free shares. The vesting period is three years and without performance criteria. 16.2 Detail of Calyxt equity awards Pursuant to Calyxt’s deconsolidation, stock and share-based compensation expenses until May 31, 2023 were classified as discontinued operations. Stock-based compensation expense related to stock option awards was $ 0.8 million, compared to an expense of $ 0.9 million due to options forfeiture or expiration for the six-month period ended June 30, 2023 and 2022, respectively. Share-based compensation expense related to restricted stock units awards was $ 0.5 million, compared to an expense of $ 0.7 million due to options forfeiture or expiration for the six-month periods ended June 30, 2023 and 2022, respectively. Share-based compensation expense related to performance stock units awards was $ 0.3 million, compared to an expense of $ 0.3 million for the six-month periods ended June 30, 2023 and 2022, respectively. |
Earnings per share
Earnings per share | 6 Months Ended |
Jun. 30, 2023 | |
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Earnings per share | Note 17. Earnings per share For the six-month period ended June 30, 2022 2023 Net income (loss) attributable to shareholders of ( 50,858 ) ( 40,715 ) Net income (loss) attributable to shareholders of ( 3,531 ) ( 4,984 ) Adjusted weighted average number of outstanding 45,497,127 53,541,010 Basic / Diluted net income (loss) per share Basic net income (loss) attributable to shareholders ( 1.12 ) ( 0.76 ) Basic earnings from discontinued operations per ( 0.08 ) ( 0.09 ) Diluted net income (loss) attributable to ( 1.12 ) ( 0.76 ) Diluted earnings from discontinued operations ( 0.08 ) ( 0.09 ) When we have adjusted net loss, we use the weighted average number of outstanding shares, basic to compute the diluted adjusted net income (loss) attributable to shareholders of Cellectis ($/share). When we have adjusted net income, we use the weighted average number of outstanding shares, diluted to compute the diluted adjusted net income (loss) attributable to shareholders of Cellectis ($/share). |
Provisions
Provisions | 6 Months Ended |
Jun. 30, 2023 | |
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Provisions | Note 18. Provisions December 31, 2022 Additions Amounts used during the period Reversals OCI June 30, 2023 $ in thousands Pension 2,390 163 — — 88 2,641 Employee litigation and severance 234 50 — — 4 288 Commercial litigation 243 491 — — 7 741 Total 2,867 704 — — 100 3,671 Non-current provisions 2,390 163 — — 88 2,641 Current provisions 477 541 — — 11 1,029 During the six-month period ended June 30, 2023, additions mainly relate to a commercial litigation for $ 0.5 million with a law office. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2023 | |
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Commitments | Note 19. Commitments As of June 30, 2023 Total Less than 1 - 3 3 - 5 More than $ in thousands License and collaboration agreements 14,605 1,450 2,900 2,900 7,355 Clinical & Research and Development agreements 70 70 — — — IT licensing agreements 525 525 — — — Total commitments 15,200 2,045 2,900 2,900 7,355 Obligations under the terms of license and collaboration agreements We have entered into various license agreements with third parties that subject us to certain fixed license fees, as well as fees based on future events, such as research and sales milestones. We also have collaboration agreements whereby we are obligated to pay royalties and milestone payments based on future events that are uncertain and therefore they are not included in the table above. Obligations under the terms of Clinical & Research agreements We have entered into clinical and research agreements where we are obligated to pay for services to be provided regarding our research collaboration agreements, clinical trials and translational research projects. Obligations under the terms of IT licensing agreements We have entered into an IT licensing agreement and have related obligations to pay licensing fees. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2023 | |
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Subsequent events | Note 20. Subsequent events On August 7, 2023, no significant subsequent events have occurred. |
Accounting principles (Policies
Accounting principles (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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Basis for preparation | 2.1 Basis for preparation The Interim Consolidated Financial Statements of Cellectis as of, and for the six-month period ended, June 30, 2023 were approved by our Board of Directors on August 3, 2023. The Interim Consolidated Financial Statements are presented in thousands of U.S. dollars. See Note 2.2. The Interim Consolidated Financial Statements as of, and for the six-month period ended June 30, 2023 have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). The Interim Consolidated Financial Statements as of and for the six-month period ended June 30, 2023 have been prepared using the same accounting policies and methods as those applied for the year ended December 31, 2022, except as described below related to the new or amended accounting standards applied. IFRS include International Financial Reporting Standards (“IFRS”), International Accounting Standards (“the IAS”), as well as the interpretations issued by the Standards Interpretation Committee (“the SIC”), and the International Financial Reporting Interpretations Committee (“IFRIC”). Application of new or amended accounting standards or new amendments The following pronouncements and related amendments have been adopted by us from January 1, 2023 but had no significant impact on the Interim Consolidated Financial Statements: • IFRS 17 Insurance Contracts (including Amendments to IFRS 17 issued in June 2020 and Amendment to IFRS 17 - Initial Application of IFRS 17 and IFRS 9 – Comparative Information issued in December 2021) (issued in May 2017 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 1 – Classification of Liabilities as Current or Non-current (issued in July 2020 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 8 – Definition of Accounting Estimates (issued on 12 February 2021 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 1 and IFRS Practice Statement 2 –Disclosure of Accounting Policies (issued in March 2021 and Effective for the accounting periods as of January 1, 2023) • Amendments to IAS 12 – Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued in May 2021 and Effective for the accounting periods as of January 1, 2023) Accounting standards, interpretations and amendments issued but not yet effective The following pronouncements and related amendments are applicable for first quarter accounting periods beginning after January 1, 2024, or later, as specified below. The Group has not early adopted any of these pronouncements and amendments. We are currently evaluating if the adoption of these pronouncements and amendments will have a material impact on our results of operations, financial position, or cash flows: • Amendments to IAS 1 regarding the classification of liabilities (issued in January 2020 and Effective for the accounting periods as of January 1, 2024) • Amendments to IAS 1 regarding the classification of debt with covenants (issued in October 2022 and Effective for the accounting periods as of January 1, 2024) • Amendment to IFRS 16 to “clarify how a seller-lessee subsequently measures sale and leaseback transactions” (issued in September 2022 and Effective for the accounting periods as of January 1, 2024) Going concern The consolidated financial statements were prepared on a going concern basis. With cash and cash equivalents of $ 84,386 thousand as of June 30, 2023, the Company believes it has sufficient resources to continue operating for at least twelve months following the consolidated financial statements’ publication. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves uncertainties, and actual results could vary as a result of a number of factors. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect or chose to revise our strategy to extend our cash runway. To the extend that the company has built its cash forecast to support its ability to continue as a going concern, management considers to have the ability to extend the cash runway even further by prioritizing some clinical programs, save SG&A expenses, raising funds on the markets. |
Currency of the financial statements | 2.2 Currency of the financial statements The Interim Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of Cellectis, which is the euro. We believe that this presentation enhances the comparability with peers, which primarily present their financial statements in U.S. dollars. All financial information (unless indicated otherwise) is presented in thousands of U.S. dollars. The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of operations, statements of comprehensive income (loss) and statements of cash flows of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive income (loss)” in the Statements of Changes in Shareholders’ Equity. |
Consolidated entities and non-controlling interests | 2.3 Consolidated entities and non-controlling interests Accounting policy We control all the legal entities included in the consolidation. An investor controls an investee when the investor is exposed to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Control requires power, exposure to variability of returns and a linkage between the two. To have power, the investor needs to have existing rights that give it the current ability to direct the relevant activities that significantly affect the investee’s returns. In order to ascertain control, potential voting rights which are substantial are taken into consideration. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full in the consolidation. Investments in associates Associates are entities in which the Group has significant influence in respect of financial and operating policy decisions, but not control. Significant influence is assessed through voting rights. Investments in associates are accounted for under the equity method and are initially recognized at cost. The consolidated financial statements include the Group’s share of the total comprehensive income of associates from the date when significant influence is obtained until the date it ceases. If the Group’s share of losses exceeds its equity interest, the carrying amount of investments consolidated under the equity method is reduced to zero and the Group ceases to recognize its share of future losses unless the Group has a legal or constructive obligation to bear a portion of future losses or to make payments on behalf of the associate. |
Scope of consolidation and no_2
Scope of consolidation and non-consolidated entities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued operations [member] | |
Disclosure of analysis of single amount of discontinued operations [line items] | |
Impact of Deconsolidation on Group's Financial Statements | On the date of loss of control, the summary impact of Calyxt’s deconsolidation on the Group’s Financial Statements is as follows: As of May 31, 2023 Assets held for sale ( 19,714 ) Liabilities related to assets held for sale 21,980 Non-controlling interests 4,440 Net assets, liabilities and equity derecognized 6,706 Consideration received in cash — Fair value of the retained investment 15,097 Consideration received 15,097 Profit from deconsolidation 21,803 |
Information concerning the Gr_2
Information concerning the Group's Consolidated Operations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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Revenues By Country of Origin and Other Income | Revenues by country of origin and other income For the six-month period ended June 30, 2022 * 2023 $ in thousands From France 2,972 317 From USA — — Revenues 2,972 317 Research tax credit 3,544 4,391 Subsidies and other 7 851 Other income 3,551 5,242 Total revenues and other income 6,523 5,560 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) Revenues by country of origin and other income For the three-month period ended June 30, 2022 * 2023 $ in thousands From France 1,307 178 From USA — — Revenues 1,307 178 Research tax credit 1,416 1,275 Subsidies and other 0 547 Other income 1,416 1,823 Total revenues and other income 2,723 2,001 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Revenues by Nature | Revenues by nature For the six-month period ended June 30, 2022 * 2023 $ in thousands Recognition of previously deferred upfront payments — — Other revenues from collaboration agreements 2,530 — Collaboration agreements 2,530 — Licenses 276 264 Products & services 166 53 Total revenues 2,972 317 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) Revenues by nature For the three-month period ended June 30, 2022 * 2023 $ in thousands Recognition of previously deferred upfront payments — — Other revenues from collaboration agreements 998 — Collaboration agreements 998 — Licenses 158 157 Products & services 150 22 Total revenues 1,307 178 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Details of Operating Expenses by Nature | For the six-month period ended June 30, Cost of revenue 2022 * 2023 Cost of goods sold 0 — Royalty expenses ( 714 ) ( 389 ) Cost of revenue ( 714 ) ( 389 ) For the six-month period ended June 30, Research and development expenses 2022 * 2023 Wages and salaries ( 21,161 ) ( 17,520 ) Social charges on stock option grants 32 ( 181 ) Non-cash stock-based compensation expense ( 3,134 ) ( 2,289 ) Personnel expenses ( 24,263 ) ( 19,990 ) Purchases and external expenses ( 19,113 ) ( 15,009 ) Other ( 8,854 ) ( 8,227 ) Total research and development expenses ( 52,231 ) ( 43,225 ) For the six-month period ended June 30, Selling, general and administrative expenses 2022 * 2023 Wages and salaries ( 3,226 ) ( 2,983 ) Social charges on stock option grants ( 39 ) ( 81 ) Non-cash stock-based compensation expense ( 1,193 ) ( 977 ) Personnel expenses ( 4,458 ) ( 4,041 ) Purchases and external expenses ( 5,034 ) ( 3,426 ) Other ( 1,400 ) ( 1,447 ) Total selling, general and administrative expenses ( 10,893 ) ( 8,914 ) For the six-month period ended June 30, Personnel expenses 2022 * 2023 Wages and salaries ( 24,387 ) ( 20,503 ) Social charges on stock option grants ( 8 ) ( 263 ) Non-cash stock-based compensation expense ( 4,327 ) ( 3,265 ) Total personnel expenses ( 28,722 ) ( 24,031 ) For the six-month period ended June 30, 2022 * 2023 Other operating income (expenses) 774 ( 83 ) * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) For the three-month period ended June 30, 2022 * 2023 Cost of goods sold 0 — Royalty expenses ( 329 ) ( 55 ) Cost of revenue ( 329 ) ( 55 ) For the three-month period ended June 30, Research and development expenses 2022 * 2023 Wages and salaries ( 10,003 ) ( 8,463 ) Social charges on free shares and stock option grants 39 ( 47 ) Non-cash stock-based compensation expense ( 1,454 ) ( 1,186 ) Personnel expenses ( 11,419 ) ( 9,696 ) Purchases and external expenses ( 9,847 ) ( 8,352 ) Other ( 4,364 ) ( 4,097 ) Total research and development expenses ( 25,630 ) ( 22,144 ) For the three-month period ended June 30, Selling, general and administrative expenses 2022 * 2023 Wages and salaries ( 1,593 ) ( 1,480 ) Social charges on free shares and stock option grants 7 ( 7 ) Non-cash stock-based compensation expense ( 557 ) ( 460 ) Personnel expenses ( 2,142 ) ( 1,947 ) Purchases and external expenses ( 2,019 ) ( 1,284 ) Other ( 669 ) ( 719 ) Total selling, general and administrative expenses ( 4,830 ) ( 3,950 ) For the three-month period ended June 30, Personnel expenses 2022 * 2023 Wages and salaries ( 11,596 ) ( 9,943 ) Social charges on free shares and stock option grants 46 ( 54 ) Non-cash stock-based compensation expense ( 2,011 ) ( 1,646 ) Total personnel expenses ( 13,561 ) ( 11,643 ) For the three-month period ended June 30, 2022 * 2023 Other operating income (expenses) 753 490 * These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Summary of Key Performance Indicators by Reportable Segments | Details of key performance indicators by reportable segment for the six months period ended June 30, 2022 and 2023. For the six-month period ended June 30, 2022 For the six-month period ended June 30, 2023 $ in thousands Plants (discontinued operations) Therapeutics Total reportable segments Plants (discontinued operations) Therapeutics Total reportable segments External revenues 73 2,972 3,045 43 317 360 External other income — 3,551 3,551 — 5,242 5,242 External revenues and other 73 6,523 6,596 43 5,560 5,602 Cost of revenue ( 0 ) ( 714 ) ( 714 ) ( 63 ) ( 389 ) ( 451 ) Research and development expenses ( 6,297 ) ( 52,231 ) ( 58,527 ) ( 3,487 ) ( 43,225 ) ( 46,712 ) Selling, general and administrative ( 6,801 ) ( 10,893 ) ( 17,695 ) ( 2,313 ) ( 8,914 ) ( 11,227 ) Other operating income and 242 774 1,016 ( 1,251 ) ( 83 ) ( 1,334 ) Total operating expenses ( 12,856 ) ( 63,064 ) ( 75,920 ) ( 7,113 ) ( 52,612 ) ( 59,725 ) Operating income (loss) before tax ( 12,783 ) ( 56,541 ) ( 69,324 ) ( 7,070 ) ( 47,053 ) ( 54,123 ) Net financial gain (loss) 5,900 9,213 15,113 ( 3,307 ) 11,580 8,273 Income tax — — — — ( 258 ) ( 258 ) Net income (loss) from discontinued ( 6,883 ) ( 6,883 ) ( 10,377 ) ( 10,377 ) Net income (loss) ( 6,883 ) ( 47,328 ) ( 54,211 ) ( 10,377 ) ( 35,731 ) ( 46,108 ) Non-controlling interests 3,352 — 3,352 5,393 — 5,393 Net income (loss) attributable to ( 3,531 ) ( 47,328 ) ( 50,858 ) ( 4,984 ) ( 35,731 ) ( 40,715 ) R&D non-cash stock-based expense 216 3,134 3,349 188 1,900 2,088 SG&A non-cash stock-based 789 1,193 1,982 599 1,366 1,965 Adjustment of share-based 1,005 4,327 5,331 788 3,265 4,053 Adjusted net income (loss) ( 2,526 ) ( 43,001 ) ( 45,527 ) ( 4,196 ) ( 32,465 ) ( 36,662 ) Depreciation and amortization ( 1,316 ) ( 9,434 ) ( 10,749 ) ( 7 ) ( 8,875 ) ( 8,882 ) Additions to tangible and intangible 671 1,452 2,123 21 536 556 Details of key performance indicators by reportable segment for the three months period ended June, 30, 2022 and 2023. For the three-month period ended June 30, 2022 For the three-month period ended June 30, 2023 $ in thousands Plants (discontinued operations) Therapeutics Total reportable segments Plants (discontinued operations) Therapeutics Total reportable segments External revenues 42 1,307 1,348 1 178 179 External other income — 1,416 1,416 — 1,823 1,823 External revenues and other 42 2,723 2,765 1 2,001 2,002 Cost of revenue 0 ( 329 ) ( 329 ) ( 63 ) ( 55 ) ( 118 ) Research and development expenses ( 3,419 ) ( 25,630 ) ( 29,048 ) ( 1,322 ) ( 22,144 ) ( 23,467 ) Selling, general and administrative ( 3,585 ) ( 4,830 ) ( 8,415 ) ( 976 ) ( 3,950 ) ( 4,927 ) Other operating income and 198 753 951 ( 1,074 ) 490 ( 584 ) Total operating expenses ( 6,806 ) ( 30,036 ) ( 36,842 ) ( 3,435 ) ( 25,660 ) ( 29,095 ) Operating income (loss) before tax ( 6,764 ) ( 27,313 ) ( 34,077 ) ( 3,434 ) ( 23,659 ) ( 27,093 ) Financial gain (loss) 6,322 8,301 14,623 ( 2,213 ) 15,982 13,769 Income tax — — — — ( 258 ) ( 258 ) Net income (loss) from ( 442 ) ( 442 ) ( 5,647 ) ( 5,647 ) Net income (loss) ( 442 ) ( 19,012 ) ( 19,454 ) ( 5,647 ) ( 7,935 ) ( 13,583 ) Non controlling interests 506 — 506 ( 2,935 ) — ( 2,935 ) Net income (loss) attributable to 64 ( 19,012 ) ( 18,946 ) ( 2,712 ) ( 7,935 ) ( 10,648 ) R&D non-cash stock-based expense 226 1,454 1,681 103 797 900 SG&A non-cash stock-based 447 557 1,003 326 849 1,174 Adjustment of share-based 673 2,011 2,684 428 1,646 2,074 Adjusted net income (loss) 737 ( 17,001 ) ( 16,264 ) ( 2,284 ) ( 6,289 ) ( 8,573 ) Depreciation and amortization ( 608 ) ( 4,500 ) ( 5,108 ) ( 12 ) ( 4,419 ) ( 4,431 ) Additions to tangible and intangible 308 870 1,178 21 311 332 |
Details of Financial Income and Expenses | For the six-month period ended June 30, Financial income and expenses 2022 2023 Income from cash, cash equivalents and financial assets 311 1,441 Foreign exchange gains 8,310 9,248 Gain on fair value measurment 3,642 593 Other financial income - 21,759 Financial income 12,263 33,041 Interest on financial liabilities ( 176 ) ( 690 ) Foreign exchange losses ( 878 ) ( 2,278 ) Loss on fair value measurment ( 247 ) ( 16,931 ) Interest on lease liabilities ( 1,748 ) ( 1,561 ) Other financial expenses — ( 1 ) Financial expenses ( 3,050 ) ( 21,461 ) Net financial gain (loss) 9,213 11,580 For the three-month period ended June 30, Financial income and expenses 2022 2023 Income from cash, cash equivalents and financial assets 205 761 Foreign exchange gains 6,146 9,216 Gain on fair value measurment 3,642 531 Other financial income — 21,759 Financial income 9,992 32,266 Interest on financial liabilities ( 111 ) ( 573 ) Foreign exchange losses ( 592 ) ( 1,289 ) Loss on fair value measurment ( 125 ) ( 13,648 ) Interest on lease liabilities ( 863 ) ( 774 ) Other financial expenses ( 0 ) ( 0 ) Financial expenses ( 1,691 ) ( 16,284 ) Net financial gain (loss) 8,301 15,982 |
Discontinued operations (Tables
Discontinued operations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |
Schedule Of Income Statement Of Discontinued Operations | The results of Calyxt are as follows : For the six-month period ended June 30, 2022 2023 ** Revenues and other income 73 43 Operating expenses ( 12,856 ) ( 7,113 ) Operating income (loss) ( 12,783 ) ( 7,070 ) Net Financial gain (loss) 5,900 ( 3,307 ) Net income (loss) from discontinued operations ( 6,883 ) ( 10,377 ) ** Figures for the six-month period ended June 30, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 The earning per share attributable to Calyxt is as follows : For the six-month period ended June 30, 2022 2023 ** Basic net income (loss) attributable to shareholders of ( 0.08 ) ( 0.09 ) Diluted net income (loss) attributable to shareholders ( 0.08 ) ( 0.09 ) ** Figures for the six-month period ended June 30, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 |
Calyxt [Member] | |
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |
Disclosure Of Detailed Information About Assets And Liabilities Held For Sale Discontinued Operations Explanatory | The major classes of assets and liabilities of Calyxt classified as held for sale are as follows: As of December 31, As of May 31, As of June 30, 2022 2023 ** 2023 Intangible assets 697 697 — Property, plant, and equipment 4,110 4,118 — Right-of-use assets 13,263 13,139 — Other non-current assets — — — Other current assets 272 119 — Cash and cash equivalents 3,427 1,642 — Total assets held for sale 21,768 19,714 — Non-current lease debts 13,387 13,140 — Other non-current liabilities — — — Current financial liabilities 267 5,647 — Current lease debts 463 406 — Trade payables 747 2,567 — Other current liabilities — 220 — Total liabilities related to assets held for sale 14,864 21,980 — Net assets held for sale 6,903 ( 2,266 ) — |
Schedule Of Cash Flow Statement Of Discontinued Operations | The net cash flows attributable to Calyxt are as follows: For the six-month period ended June 30, 2022 2023 ** Net cash flows provided by (used in) operating ( 11,970 ) ( 3,644 ) Net cash flows provided by (used in) investing ( 744 ) 76 Net cash flows provided by (used in) financing 10,207 1,781 (Decrease) increase in cash and cash equivalents ( 2,506 ) ( 1,787 ) ** Figures for the six-month period ended June 30, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 |
Right-of-use assets (Tables)
Right-of-use assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Text block1 [abstract] | |
Disclosure Of Detailed Information About Breakdown Of Right Of Use Assets Explanatory | The breakdown of right-of-use assets is as follows: Building lease Office and Total $ in thousands Net book value as of January 1, 2022 55,197 14,226 69,423 Additions 487 328 816 Depreciation expense ( 1,418 ) ( 1,225 ) ( 2,642 ) Translation adjustments ( 304 ) ( 64 ) ( 369 ) Net book value as of June 30, 2022 53,962 13,265 67,227 Gross value at end of period 69,847 19,875 89,721 Accumulated depreciation and impairment at end of ( 15,885 ) ( 6,609 ) ( 22,494 ) Net book value as of January 1, 2023 33,666 10,608 44,275 Additions 879 96 975 Disposal of right-of-use asset ( 102 ) — ( 102 ) Depreciation expense ( 2,292 ) ( 1,685 ) ( 3,977 ) Translation adjustments 237 49 286 Net book value as of June 30, 2023 32,389 9,068 41,457 Gross value at end of period 50,684 17,932 68,616 Accumulated depreciation at end of period ( 18,295 ) ( 8,864 ) ( 27,159 ) |
Property, plant and equipment (
Property, plant and equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Text block1 [abstract] | |
Details of Property, Plant and Equipment | Lands and Technical Fixtures, Assets Total $ in thousands Net book value as of January 1, 2022 14,733 58,072 3,109 2,932 78,846 Additions to tangible assets 78 ( 23 ) 96 793 945 Disposal of tangible assets — 54 ( 143 ) — ( 90 ) Reclassification 78 1,254 8 ( 1,362 ) ( 23 ) Depreciation expense ( 571 ) ( 2,139 ) ( 117 ) — ( 2,827 ) Translation adjustments ( 212 ) ( 71 ) ( 19 ) ( 25 ) ( 327 ) Net book value as of June 30, 2022 14,106 57,146 2,933 2,338 76,523 Gross value at end of period 22,227 76,379 5,012 2,338 105,955 Accumulated depreciation and impairment at end of ( 8,121 ) ( 19,233 ) ( 2,078 ) ( 0 ) ( 29,432 ) Net book value as of January 1, 2023 9,321 51,072 2,277 952 63,621 Additions to tangible assets — 15 11 529 556 Disposal of tangible assets ( 172 ) ( 152 ) ( 1 ) — ( 326 ) Reclassification 290 81 ( 0 ) ( 372 ) ( 1 ) Depreciation expense ( 948 ) ( 3,570 ) ( 354 ) — ( 4,872 ) Translation adjustments 171 51 12 18 252 Net book value as of June 30, 2023 8,661 47,497 1,946 1,127 59,231 Gross value at end of period 18,193 73,035 4,963 1,127 97,318 Accumulated depreciation and impairment at end of ( 9,532 ) ( 25,537 ) ( 3,018 ) — ( 38,087 ) |
Non-current Financial Assets (T
Non-current Financial Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Text block1 [abstract] | |
Summary of Non-current Financial Assets | As of December 31, As of June 30, 2022 2023 $ in thousands Deposit 1,216 800 Non current restricted cash 4,716 4,656 Investments in non consolidated entities — 5,032 Other non current financial assets 2,859 2,518 Non current financial assets 8,791 13,006 |
Trade receivables and other c_2
Trade receivables and other current assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Text block1 [abstract] | |
Disclosure of Trade Receivables | 10.1 Trade receivables As of December 31, As of June 30, 2022 2023 $ in thousands Trade receivables 772 422 Total net value of trade receivables 772 422 |
Disclosure of Subsidies Receivables | 10.2 Subsidies receivables As of December 31, As of June 30, 2022 2023 $ in thousands Research tax credit 14,496 19,180 Other subsidies — 308 Total subsidies receivables 14,496 19,488 |
Disclosure of Other Current Assets | 10.3 Other current assets As of December 31, As of June 30, 2022 2023 $ in thousands VAT receivables 1,140 999 Prepaid expenses and other prepayments 6,233 5,979 Tax and social receivables 1,166 63 Deferred expenses and other current assets 538 828 Total other current assets 9,078 7,869 |
Current financial assets and _2
Current financial assets and Cash and cash equivalents (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Statement [Line Items] | |
Summary of Current Financial Assets and Cash and Cash Equivalents | As of December 31, 2022 Carrying amount Unrealized Gains/(Losses) Estimated fair value $ in thousands Current financial assets 7,907 — 7,907 Cash and cash equivalents 89,789 — 89,789 Current financial assets and cash and cash 97,696 — 97,696 As of June 30, 2023 Carrying amount Unrealized Gains/(Losses) Estimated fair value $ in thousands Current financial assets 1,120 — 1,120 Cash and cash equivalents 84,386 — 84,386 Current financial assets and cash and cash 85,505 — 85,505 |
Schedule of Fair Value Through Profit and Loss | We recognized this loss in fair value through profit and loss, within financial expenses. As of June 30, 2023 Fair value in $ thousands Expected occurrence of most probable scenario +20% 224 Expected occurrence of most probable scenario 1,120 Expected occurrence of most probable scenario -20% 2,015 |
Details of Cash and Cash Equivalents | Cash and cash equivalents As of December 31, As of June 30, 2022 2023 $ in thousands Cash and bank accounts 65,012 73,520 Money market funds 13,578 - Fixed bank deposits 11,200 10,866 Total cash and cash equivalents 89,789 84,386 |
Financial liabilities (Tables)
Financial liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Text block1 [abstract] | |
Detail of financial liabilities | As of December 31, As of June 30, 2022 2023 $ in thousands Conditional advances — 417 Lease debts 49,358 46,157 State Guaranteed loan « PGE » 13,569 11,314 EIB loan — 16,654 EIB warrants — 4,875 Other non-current financial liabilities 6,962 7,010 Total non-current financial liabilities and 69,889 86,427 Lease debts 7,872 8,270 State Guaranteed loan « PGE » 4,972 5,064 Other current financial liabilities 116 122 Total current financial liabilities and 12,960 13,455 Trade payables 21,456 19,229 Other current liabilities 13,179 8,093 Total Financial liabilities 117,484 127,204 |
Schedule of Assumptions and Results of Warrants Valuation | The assumptions and results of the warrants valuation are detailed in the following tables: Warrants Tranche A Grant date * 4/17/2023 Expiration date 4/17/2043 Number of options granted 2,779,188 Share entitlement per option 1 Exercise price (in euros per option) 1.92 Valuation method Longstaff Schwartz * The grant date retained is the disbursement date of the Tranche A as this is the issuance date defined in the contract. Warrants Tranche A 4/17/2023 6/30/2023 Number of warrants granted 2,779,188 2,779,188 Share price (in euros) 1.87 1.77 Average life of options (in years) 20 19.8 Expected volatility 81.3 % 70.6 % Put option cap (in € thousands) 7.196 7.196 Discount rate 2.85 % 2.71 % Expected dividends 0 % 0 % Fair value per options (in euros per share) 1.73 1.61 Fair value in $ thousands 5,224 4,875 |
Schedule of Sensitivity Of The Fair Value To The Expected Volatility | We conducted sensitivity analysis on the expected volatility. As shown in the tables below, the sensitivity of the fair value to the expected volatility is not significant: As of April 17, 2023 Fair value in $ thousands Expected volatility -5% 5,206 Expected volatility 5,224 Expected volatility +5% 5,231 As of June 30, 2023 Fair value in $ thousands Expected volatility -5% 4,790 Expected volatility 4,875 Expected volatility +5% 4,925 |
Due dates of the financial liabilities | Balance as of June 30, 2023 Book value Less than One Year One to Five Years More than Five Years $ in thousands Lease debts 54,427 8,270 28,661 17,496 Financial liabilities 45,455 5,185 17,886 22,384 Financial liabilities 99,882 13,455 46,547 39,879 Trade payables 19,229 19,229 — — Other current liabilities 8,093 8,093 — — Total financial liabilities 127,204 40,777 46,547 39,879 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Text block1 [abstract] | |
Summary of Other Current Liabilities | As of December 31, As of June 30, 2022 2023 $ in thousands VAT Payables 3,058 - Accruals for personnel related expenses 9,421 7,126 Other 700 967 Total 13,179 8,093 |
Deferred revenues and contrac_2
Deferred revenues and contract liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Text block1 [abstract] | |
Details of Deferred Revenues and Contract Liabilities | As of December 31, 2022 As of June 30, 2023 $ in thousands Deferred revenues and contract liabilities 59 241 Total Deferred revenue and contract liabilities 59 241 |
Share capital and premium rel_2
Share capital and premium related to the share capitals (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Text block1 [abstract] | |
Schedule of Classes of Share Capital | Nature of the Transactions Share Capital Share premium Number of shares Nominal value $ in thousands (except number of shares) in $ Balance as of January 1, 2022 2,945 934,696 45,484,310 0.05 Exercise of share warrants, employee 1 — 26,500 — Non-cash stock-based compensation — 5,331 — — Other movements — ( 372,744 ) — — Balance as of June 30, 2022 2,946 567,284 45,510,810 0.05 Balance as of January 1, 2023 2,955 583,122 45,675,968 0.05 Non-cash stock-based compensation — 4,053 — — Capital increase of Cellectis (1) 536 24,482 9,907,800 Transaction costs related to Cellectis’ — ( 1,455 ) — — Other movements — ( 133,976 ) — — Balance as of June 30, 2023 3,491 476,224 55,583,768 0.05 |
Non-cash stock-based compensa_2
Non-cash stock-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Statement [Line Items] | |
Summary of Number of Shares Outstanding and Weighted Average Grant Date Fair Value | Information on free shares activity follows: Number of Free Weighted-Average Grant Unvested balance of December 31, 2021 922,701 14.15 € Granted 354,770 2.79 € Vested ( 191,658 ) 17.96 € Cancelled ( 176,700 ) 13.99 € Unvested balance as of December 31, 2022 909,113 11.18 € Granted 342,900 3.08 € Vested Cancelled ( 36,112 ) 11.10 € Unvested balance as of June 30, 2023 1,215,901 8.90 € |
Stock options [member] | |
Statement [Line Items] | |
Summary of Information on Stock Option Activity | Information on stock option activity follows: Options Exercisable Weighted-Average Exercise Price Per Share Options Outstanding Weighted-Average Exercise Price Per Share Remaining Average Useful Life Balance as of December 31, 2021 7,566,679 24.78 € 9,159,794 23.50 € 5.3 y Granted - 828,549 4.18 € Exercised - Forfeited or Expired - ( 1,201,079 ) 18.85 € Balance as of December 31, 2022 7,400,519 24.58 € 8,787,264 22.31 € 4.6 y Granted - 1,835,411 2.86 € Exercised - - - Forfeited or Expired - ( 22,638 ) 18.29 € Balance as of June 30, 2023 7,800,007 23.84 € 10,600,037 18.95 € 5.1 y |
Summary of assumptions Vesting Details | The weighted-average fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows: 2022 2023 Weighted-Average fair values of stock options granted 1.31 € 1.65 € Assumptions: Risk-free interest rate 0.00 % - 2.49 % 2.45 % - 2.75 % Share entitlement per options 1 1 Exercise price 2.09 € - 7.22 € 1.74 € - 3.17 € Grant date share fair value 1.91 €- 6.74 € 1.70 €- 3.09 € Expected volatility 58.7 % - 62.5 % 63.7 % - 64.4 % Expected term (in years) 6.03 - 6.15 6.03 - 6.15 Vesting conditions Performance or Service Performance or Service Vesting period Graded Graded |
Non Employee Warrants [Member] | |
Statement [Line Items] | |
Summary of Information on Stock Option Activity | Information on non-employee warrants activity follows: Warrants Exercisable Weighted-Average Exercise Price Per Share Warrants Outstanding Weighted-Average Exercise Price Per Share Remaining Average Useful Life Balance as of December 31, 2021 896,225 27.18 € 896,225 27.18 € 4.3 y Granted Exercised Forfeited or Expired Balance as of December 31, 2022 896,225 27.18 € 896,225 27.18 € 3.3 y Granted Exercised Forfeited or Expired Balance as of June 30, 2023 896,225 27.18 € 896,225 27.18 € 2.8 y |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Text block1 [abstract] | |
Earnings per share | For the six-month period ended June 30, 2022 2023 Net income (loss) attributable to shareholders of ( 50,858 ) ( 40,715 ) Net income (loss) attributable to shareholders of ( 3,531 ) ( 4,984 ) Adjusted weighted average number of outstanding 45,497,127 53,541,010 Basic / Diluted net income (loss) per share Basic net income (loss) attributable to shareholders ( 1.12 ) ( 0.76 ) Basic earnings from discontinued operations per ( 0.08 ) ( 0.09 ) Diluted net income (loss) attributable to ( 1.12 ) ( 0.76 ) Diluted earnings from discontinued operations ( 0.08 ) ( 0.09 ) |
Provisions (Tables)
Provisions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Text block1 [abstract] | |
Details of Provisions | December 31, 2022 Additions Amounts used during the period Reversals OCI June 30, 2023 $ in thousands Pension 2,390 163 — — 88 2,641 Employee litigation and severance 234 50 — — 4 288 Commercial litigation 243 491 — — 7 741 Total 2,867 704 — — 100 3,671 Non-current provisions 2,390 163 — — 88 2,641 Current provisions 477 541 — — 11 1,029 |
Commitments (Tables)
Commitments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Text block1 [abstract] | |
Details of commitments | As of June 30, 2023 Total Less than 1 - 3 3 - 5 More than $ in thousands License and collaboration agreements 14,605 1,450 2,900 2,900 7,355 Clinical & Research and Development agreements 70 70 — — — IT licensing agreements 525 525 — — — Total commitments 15,200 2,045 2,900 2,900 7,355 |
The Company - Additional Inform
The Company - Additional Information (Detail) - $ / shares | 1 Months Ended | 12 Months Ended | ||||
Jun. 01, 2023 | Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure of subsidiaries [line items] | ||||||
Ownership interest in subsidiary | 100% | |||||
Par value per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||
Calyxt Inc [Member] | ||||||
Disclosure of subsidiaries [line items] | ||||||
Ownership interest in subsidiary | 2.90% | 48% | 49.10% | |||
Par value per share | $ 0.0001 | |||||
Calyxt Inc [Member] | Class A Common Stock [Member] | ||||||
Disclosure of subsidiaries [line items] | ||||||
Par value per share | $ 0.0001 | |||||
Number of shares issued | 16,527,484 |
Accounting Principles - Additio
Accounting Principles - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Disclosure of changes in accounting estimates [abstract] | ||
Cash and cash equivalents | $ 84,386 | $ 89,789 |
Scope of Consolidation and No_3
Scope of Consolidation and Non-Consolidated Entities - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 01, 2023 | May 31, 2023 shares | May 17, 2023 shares | Dec. 29, 2022 Product | Nov. 23, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | ||||||||
Ownership interest in subsidiary | 100% | |||||||
Percentage of shareholding diluted of merged entity | 2.40% | |||||||
Cibus Global [Member] | ||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | ||||||||
Ownership interest in subsidiary | 2.90% | |||||||
Cibus Global [Member] | Class A Common Stock [Member] | ||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | ||||||||
Number of shares issued | 16,527,484 | |||||||
Cellectis, Inc. [member] | ||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | ||||||||
Ownership interest in subsidiary | 100% | |||||||
Cellectis, Inc. [member] | Cellectis Biologics, Inc. [Member] | ||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | ||||||||
Ownership interest in subsidiary | 100% | |||||||
Calyxt [member] | ||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | ||||||||
Ownership interest in subsidiary | 48% | |||||||
Primera Therapeutics, Inc. [Member] | ||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | ||||||||
Name of associate | Primera Therapeutics, Inc. | |||||||
Maximum number of exclusive license for product candidates | Product | 5 | |||||||
Number of common stock received | 234,570 | |||||||
Ownership interest in associate | 19% | 17% | ||||||
Voting rights held in associate | 19% | 17% | ||||||
Calyxt ATM Program [Member] | Cellectis, Inc. [member] | ||||||||
Disclosure of Information about Consolidated and Non-consolidated Structured Entities [Line Items] | ||||||||
Non-controlling shareholders interest | 52% | 50.90% |
Scope of Consolidation and No_4
Scope of Consolidation and Non-Consolidated Entities - Impact of Deconsolidation on Group's Financial Statements (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | [1] | Jun. 30, 2023 | Jun. 30, 2022 | [2] | Dec. 31, 2022 | |
Disclosure of analysis of single amount of discontinued operations [line items] | ||||||||
Liabilities related to asset held for sale | $ 0 | $ 0 | $ 14,864,000 | |||||
Non-controlling interests | 0 | 0 | $ 7,973,000 | |||||
Profit from deconsolidation | $ (5,647,000) | $ (442,000) | $ (10,377,000) | $ (6,883,000) | ||||
Calyxt Inc [Member] | Discontinued operations [member] | ||||||||
Disclosure of analysis of single amount of discontinued operations [line items] | ||||||||
Assets held for sale | $ (19,714) | |||||||
Liabilities related to asset held for sale | 21,980 | |||||||
Non-controlling interests | 4,440 | |||||||
Net assets, liabilities and equity derecognized | 6,706 | |||||||
Consideration received in cash | 0 | |||||||
Fair value of the retained investment | 15,097 | |||||||
Consideration received | 15,097 | |||||||
Profit from deconsolidation | $ 21,803 | |||||||
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Information Concerning the Gr_3
Information Concerning the Group's Consolidated Operations - Revenues by Country of Origin and Other Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | [1] | Jun. 30, 2023 | Jun. 30, 2022 | [3] | |
Disclosure of revenue [line items] | ||||||
Revenue | $ 178 | $ 1,307 | [2] | $ 317 | $ 2,972 | [4] |
Research tax credit | 1,275 | 1,416 | 4,391 | 3,544 | ||
Subsidies and other | 547 | 0 | 851 | 7 | ||
Other income | 1,823 | 1,416 | [2] | 5,242 | 3,551 | [4] |
Revenue and other operating income | 2,001 | 2,723 | [2] | 5,560 | 6,523 | [4] |
France [member] | ||||||
Disclosure of revenue [line items] | ||||||
Revenue | 178 | 1,307 | 317 | 2,972 | ||
United States [member] | ||||||
Disclosure of revenue [line items] | ||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | ||
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Information Concerning the Gr_4
Information Concerning the Group's Consolidated Operations - Revenues by Nature (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||||
Disclosure of revenue [line items] | |||||||
Recognition of previously deferred upfront payments | $ 0 | $ 0 | [1] | $ 0 | $ 0 | [2] | |
Other revenues from collaboration agreements | 0 | [1] | 998,000 | [1] | 0 | 2,530,000 | [2] |
Collaboration agreements | 0 | 998,000 | [1] | 0 | 2,530,000 | [2] | |
Licenses | 157,000 | 158,000 | [1] | 264,000 | 276,000 | [2] | |
Products & services | 22,000 | 150,000 | [1] | 53,000 | 166,000 | [2] | |
Total revenues | $ 178,000 | $ 1,307,000 | [3],[4] | $ 317,000 | $ 2,972,000 | [5],[6] | |
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Information Concerning the Gr_5
Information Concerning the Group's Consolidated Operations - Additional Information (Detail) € in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 19, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2023 EUR (€) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | May 31, 2023 | |||
Consolidated operations [line items] | ||||||||||
Increase (decrease) in net foreign exchange gain | $ 3,100,000 | $ 900,000 | ||||||||
Revenue from performance obligation | 1,500,000 | |||||||||
Collaboration agreements | 0 | $ 998,000 | [1] | 0 | $ 2,530,000 | [2] | ||||
Decrease /increase in financial income | 22,300,000 | 20,800,000 | ||||||||
Increase in financial income attributable to profit from deconsolidation | 21,800,000 | 21,800,000 | ||||||||
increase in gain from financial investments | 600,000 | 1,100,000 | ||||||||
Net foreign exchange gain | 9,216,000 | 6,146,000 | 9,248,000 | 8,310,000 | $ 8,300,000 | |||||
Reclassified from other comprehensive income pursuant to deconsolidation | 8,000,000 | 8,000,000 | ||||||||
Loss in financial expenses | 3,500,000 | 6,800,000 | ||||||||
Decrease /increase in financial Expenses | 14,600,000 | 18,400,000 | ||||||||
Increase in financial expenses attributable to loss in fair value deconsolidation | 10,200,000 | 10,200,000 | ||||||||
Net foreign exchange loss | 1,289,000 | 592,000 | 2,278,000 | 878,000 | $ 900,000 | |||||
Upfront amount | € | € 1 | |||||||||
Change In Fair Value Of Foreign Exchange Loss | 3,500,000 | 6,800 | ||||||||
Increase/ Decrease in foreign exchange losses | 700,000 | 1,400,000 | ||||||||
Change in fair value of foreign exchange gain | 400,000 | 400,000 | ||||||||
Decrease In Foreign Exchange Loss | 3,600,000 | 3,600,000 | ||||||||
Other revenues from collaboration agreements recognized on licence agreement amendment | $ 1,000,000 | 1,000,000 | $ 1,000,000 | |||||||
Increase (Decrease) In Research Tax Credit | 800,000 | |||||||||
Decrease in total operating expenses | 4,400,000 | 10,500,000 | ||||||||
Decrease in purchases, external expenses and other | 2,500,000 | 6,300,000 | ||||||||
Decrease in wages | 1,700,000 | 3,900,000 | ||||||||
Decrease in non-cash stock based compensation expense | 400,000 | 1,100,000 | ||||||||
Decrease in cost of revenue | 300,000 | 300,000 | ||||||||
Decrease in other operating income | 300,000 | 900,000 | ||||||||
Increase in social charges on stock options grants expense | 100,000 | 300,000 | ||||||||
Increase (decrease) in other income | 400,000 | 1,600,000 | ||||||||
Proceeds from refundable advance payment | $ 900,000 | |||||||||
Recognized grant on fair value of loan | 500,000 | 500,000 | ||||||||
Contractual grant on loan subsidy | 300,000 | |||||||||
Recognition of grant the refundable advance | 800,000 | |||||||||
Fair value of loan | 400,000 | |||||||||
Grant received on loan | $ 500,000 | |||||||||
Increase of interest of loan | $ 400,000 | $ 400 | ||||||||
Calyxt [Member] | ||||||||||
Consolidated operations [line items] | ||||||||||
Percentage of voting equity interests acquired | 48% | |||||||||
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Information Concerning the Gr_6
Information Concerning the Group's Consolidated Operations - Details of Operating Expenses by Nature (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |||
Expense by nature [line Items] | ||||||
Cost of good sold | $ 0 | $ 0 | [1] | $ 0 | $ 0 | [2] |
Royalty expenses | (55) | (329) | [1] | (389) | (714) | [2] |
Cost of revenue | (55) | (329) | [1],[3] | (389) | (714) | [2],[4] |
Total research and development expenses | (22,144) | (25,630) | [3] | (43,225) | (52,231) | [4] |
Total selling, general and administrative expenses | (3,950) | (4,830) | [3] | (8,914) | (10,893) | [4] |
Other operating income (expenses) | 490 | 753 | [1],[3] | (83) | 774 | [2],[4] |
Research and Development Expenses [member] | ||||||
Expense by nature [line Items] | ||||||
Wages and salaries | (8,463) | (10,003) | [1] | (17,520) | (21,161) | [2] |
Social charges on free shares and stock option grants | (47) | 39 | [1] | (181) | 32 | [2] |
Non-cash stock based compensation expense | (1,186) | (1,454) | [1] | (2,289) | (3,134) | [2] |
Personnel expenses | (9,696) | (11,419) | [1] | (19,990) | (24,263) | [2] |
Purchases and external expenses | (8,352) | (9,847) | [1] | (15,009) | (19,113) | [2] |
Other | (4,097) | (4,364) | [1] | (8,227) | (8,854) | [2] |
Total research and development expenses | (22,144) | (25,630) | [1] | (43,225) | (52,231) | [2] |
Selling, General and Administrative Expenses [member] | ||||||
Expense by nature [line Items] | ||||||
Wages and salaries | (1,480) | (1,593) | [1] | (2,983) | (3,226) | [2] |
Social charges on free shares and stock option grants | (7) | 7 | [1] | (81) | (39) | [2] |
Non-cash stock based compensation expense | (460) | (557) | [1] | (977) | (1,193) | [2] |
Personnel expenses | (1,947) | (2,142) | [1] | (4,041) | (4,458) | [2] |
Purchases and external expenses | (1,284) | (2,019) | [1] | (3,426) | (5,034) | [2] |
Other | (719) | (669) | [1] | (1,447) | (1,400) | [2] |
Total selling, general and administrative expenses | (3,950) | (4,830) | [1] | (8,914) | (10,893) | [2] |
Personnel Expenses [member] | ||||||
Expense by nature [line Items] | ||||||
Wages and salaries | (9,943) | (11,596) | [1] | (20,503) | (24,387) | [2] |
Social charges on free shares and stock option grants | (54) | 46 | [1] | (263) | (8) | [2] |
Non-cash stock based compensation expense | (1,646) | (2,011) | [1] | (3,265) | (4,327) | [2] |
Personnel expenses | $ (11,643) | $ (13,561) | [1] | $ (24,031) | $ (28,722) | [2] |
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Information Concerning the Gr_7
Information Concerning the Group's Consolidated Operations - Details of Financial Income and Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |||
Finance income expense [abstract] | |||||||
Income from cash, cash equivalents and financial assets | $ 761 | $ 205 | $ 1,441 | $ 311 | |||
Foreign exchange gain | 9,216 | 6,146 | 9,248 | 8,310 | $ 8,300 | ||
Gain on fair vaue measurment | 531 | 3,642 | 593 | 3,642 | |||
Other financial income | 21,759 | 0 | 21,759 | 0 | |||
Total financial revenues | 32,266 | 9,992 | [1] | 33,041 | 12,263 | [2] | |
Interest on financial liabilities | (573) | (111) | (690) | (176) | |||
Foreign exchange loss | (1,289) | (592) | (2,278) | (878) | $ (900) | ||
Loss on fair value measurement | (13,648) | (125) | (16,931) | (247) | |||
Interest on lease liabilities | (774) | (863) | (1,561) | (1,748) | |||
Other financial expenses | 0 | 0 | (1) | 0 | |||
Total financial expenses | (16,284) | (1,691) | [1] | (21,461) | (3,050) | [2] | |
Net Financial gain (loss) | $ 15,982 | $ 8,301 | [1] | $ 11,580 | $ 9,213 | [2] | |
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Information Concerning the Gr_8
Information Concerning the Group's Consolidated Operations - Disclosure of Income Tax (Expense or Income) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |||
Major components of tax expense (income) [abstract] | ||||||
Effective tax expense | $ (258) | $ 0 | [1] | $ 258 | $ 0 | [2] |
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Information Concerning the Gr_9
Information Concerning the Group's Consolidated Operations - Summary of Key Performance Indicators by Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |||
Disclosure of operating segments [line items] | ||||||
External revenues | $ 178 | $ 1,307 | [1],[2] | $ 317 | $ 2,972 | [3],[4] |
External other income | 1,823 | 1,416 | [1],[2] | 5,242 | 3,551 | [3],[4] |
Total revenues and other income | 2,001 | 2,723 | [1],[2] | 5,560 | 6,523 | [3],[4] |
Cost of revenue | (55) | (329) | [2],[5] | (389) | (714) | [4],[6] |
Research and development expenses | (22,144) | (25,630) | [2] | (43,225) | (52,231) | [4] |
Selling, general and administrative expenses | (3,950) | (4,830) | [2] | (8,914) | (10,893) | [4] |
Other operating income and expenses | 490 | 753 | [2],[5] | (83) | 774 | [4],[6] |
Total operating expenses | (25,660) | (30,036) | [2] | (52,612) | (63,064) | [4] |
Operating income (loss) | (23,659) | (27,313) | [2] | (47,053) | (56,541) | [4] |
Net financial gain (loss) | 15,982 | 8,301 | [2] | 11,580 | 9,213 | [4] |
Income tax | 258 | 0 | [2] | (258) | 0 | [4] |
Net income (loss) from discontinued operations | (5,647) | (442) | [2] | (10,377) | (6,883) | [4] |
Net income (loss) | (13,583) | (19,454) | [2] | (46,108) | (54,211) | [4],[7] |
Profit (loss), attributable to non-controlling interests | (2,935) | (506) | [2] | (5,393) | (3,352) | [4] |
Net income (loss) attributable to shareholders of Cellectis | (10,648) | (18,946) | [2] | (40,715) | (50,858) | [4] |
IFRS 5 [Member] | ||||||
Disclosure of operating segments [line items] | ||||||
Total revenues and other income | 2,002 | 2,765 | 5,602 | 6,596 | ||
Cost of revenue | (118) | (329) | (451) | (714) | ||
Research and development expenses | (23,467) | (29,048) | (46,712) | (58,527) | ||
Selling, general and administrative expenses | (4,927) | (8,415) | (11,227) | (17,695) | ||
Other operating income and expenses | (584) | 951 | (1,334) | 1,016 | ||
Total operating expenses | (29,095) | (36,842) | (59,725) | (75,920) | ||
Operating income (loss) | (27,093) | (34,077) | (54,123) | (69,324) | ||
Net financial gain (loss) | 13,769 | 14,623 | 8,273 | 15,113 | ||
Income tax | (258) | 0 | (258) | 0 | ||
Net income (loss) from discontinued operations | (5,647) | (442) | (10,377) | (6,883) | ||
Net income (loss) | (13,583) | (19,454) | (46,108) | (54,211) | ||
Profit (loss), attributable to non-controlling interests | (2,935) | 506 | 5,393 | 3,352 | ||
Net income (loss) attributable to shareholders of Cellectis | (10,648) | (18,946) | (40,715) | (50,858) | ||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 2,074 | 2,684 | 4,053 | 5,331 | ||
Adjusted net income (loss) attributable to shareholders of Cellectis | (8,573) | (16,264) | (36,662) | (45,527) | ||
Depreciation and amortization | (4,431) | (5,108) | (8,882) | (10,749) | ||
Additions to tangible and intangible assets | 332 | 1,178 | 556 | 2,123 | ||
Research and Development [member] | IFRS 5 [Member] | ||||||
Disclosure of operating segments [line items] | ||||||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 900 | 1,681 | 2,088 | 3,349 | ||
Selling, General and Administration [member] | IFRS 5 [Member] | ||||||
Disclosure of operating segments [line items] | ||||||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 1,174 | 1,003 | 1,965 | 1,982 | ||
Plants [member] | IFRS 5 [Member] | ||||||
Disclosure of operating segments [line items] | ||||||
Total revenues and other income | 1 | 42 | 43 | 73 | ||
Cost of revenue | (63) | 0 | (63) | 0 | ||
Research and development expenses | (1,322) | (3,419) | (3,487) | (6,297) | ||
Selling, general and administrative expenses | (976) | (3,585) | (2,313) | (6,801) | ||
Other operating income and expenses | (1,074) | 198 | (1,251) | 242 | ||
Total operating expenses | (3,435) | (6,806) | (7,113) | (12,856) | ||
Operating income (loss) | (3,434) | (6,764) | (7,070) | (12,783) | ||
Net financial gain (loss) | (2,213) | 6,322 | (3,307) | 5,900 | ||
Income tax | 0 | 0 | 0 | 0 | ||
Net income (loss) from discontinued operations | (5,647) | (442) | (10,377) | (6,883) | ||
Net income (loss) | (5,647) | (442) | (10,377) | (6,883) | ||
Profit (loss), attributable to non-controlling interests | (2,935) | 506 | 5,393 | 3,352 | ||
Net income (loss) attributable to shareholders of Cellectis | (2,712) | 64 | (4,984) | (3,531) | ||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 428 | 673 | 788 | 1,005 | ||
Adjusted net income (loss) attributable to shareholders of Cellectis | (2,284) | 737 | (4,196) | (2,526) | ||
Depreciation and amortization | (12) | (608) | (7) | (1,316) | ||
Additions to tangible and intangible assets | 21 | 308 | 21 | 671 | ||
Plants [member] | Research and Development [member] | IFRS 5 [Member] | ||||||
Disclosure of operating segments [line items] | ||||||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 103 | 226 | 188 | 216 | ||
Plants [member] | Selling, General and Administration [member] | IFRS 5 [Member] | ||||||
Disclosure of operating segments [line items] | ||||||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 326 | 447 | 599 | 789 | ||
Therapeutics [member] | IFRS 5 [Member] | ||||||
Disclosure of operating segments [line items] | ||||||
Total revenues and other income | 2,001 | 2,723 | 5,560 | 6,523 | ||
Cost of revenue | (55) | (329) | (389) | (714) | ||
Research and development expenses | (22,144) | (25,630) | (43,225) | (52,231) | ||
Selling, general and administrative expenses | (3,950) | (4,830) | (8,914) | (10,893) | ||
Other operating income and expenses | 490 | 753 | (83) | 774 | ||
Total operating expenses | (25,660) | (30,036) | (52,612) | (63,064) | ||
Operating income (loss) | (23,659) | (27,313) | (47,053) | (56,541) | ||
Net financial gain (loss) | 15,982 | 8,301 | 11,580 | 9,213 | ||
Income tax | (258) | 0 | (258) | 0 | ||
Net income (loss) | (7,935) | (19,012) | (35,731) | (47,328) | ||
Profit (loss), attributable to non-controlling interests | 0 | 0 | 0 | 0 | ||
Net income (loss) attributable to shareholders of Cellectis | (7,935) | (19,012) | (35,731) | (47,328) | ||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 1,646 | 2,011 | 3,265 | 4,327 | ||
Adjusted net income (loss) attributable to shareholders of Cellectis | (6,289) | (17,001) | (32,465) | (43,001) | ||
Depreciation and amortization | (4,419) | (4,500) | (8,875) | (9,434) | ||
Additions to tangible and intangible assets | 311 | 870 | 536 | 1,452 | ||
Therapeutics [member] | Research and Development [member] | IFRS 5 [Member] | ||||||
Disclosure of operating segments [line items] | ||||||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 797 | 1,454 | 1,900 | 3,134 | ||
Therapeutics [member] | Selling, General and Administration [member] | IFRS 5 [Member] | ||||||
Disclosure of operating segments [line items] | ||||||
Adjustment of share-based compensation attributable to shareholders of Cellectis | 849 | 557 | 1,366 | 1,193 | ||
Operating Segments [member] | IFRS 5 [Member] | ||||||
Disclosure of operating segments [line items] | ||||||
External revenues | 179 | 1,348 | 360 | 3,045 | ||
External other income | 1,823 | 1,416 | 5,242 | 3,551 | ||
Operating Segments [member] | Plants [member] | IFRS 5 [Member] | ||||||
Disclosure of operating segments [line items] | ||||||
External revenues | 1 | 42 | 43 | 73 | ||
External other income | 0 | 0 | 0 | 0 | ||
Operating Segments [member] | Therapeutics [member] | IFRS 5 [Member] | ||||||
Disclosure of operating segments [line items] | ||||||
External revenues | 178 | 1,307 | 317 | 2,972 | ||
External other income | $ 1,823 | $ 1,416 | $ 5,242 | $ 3,551 | ||
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - shares | May 31, 2023 | Apr. 24, 2023 | Jun. 30, 2023 | Jun. 01, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |||||||
Number of shares outstanding | 55,583,768 | 45,675,968 | 45,510,810 | 45,484,310 | |||
Calyxt [member] | |||||||
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |||||||
Percentage of voting equity interests acquired | 48% | ||||||
Number of shares outstanding | 997,745 | ||||||
Stockholders equity, reverse stock split | 1-for-5 | 1-for-10 | |||||
Cibus, Inc. [Member] | |||||||
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |||||||
Percentage of voting equity interests acquired | 2.90% | ||||||
Cellectis S.A. [Member] | Calyxt [member] | |||||||
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |||||||
Number of shares outstanding | 479,264 | ||||||
Class A Common Stock [Member] | Calyxt [member] | |||||||
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |||||||
Number of shares issued | 16,527,484 | ||||||
Class A Common Stock [Member] | Cibus Global [Member] | |||||||
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |||||||
Number of shares issued | 16,527,484 |
Discontinued Operations - Sched
Discontinued Operations - Schedule Of Income Statement Of Discontinued Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | [2] | Jun. 30, 2023 | Jun. 30, 2022 | |||
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |||||||
Revenues and other income | $ 2,001 | $ 2,723 | [1] | $ 5,560 | $ 6,523 | [3],[4] | |
Operating expenses | (25,660) | (30,036) | (52,612) | (63,064) | [4] | ||
Operating income (loss) | (23,659) | (27,313) | (47,053) | (56,541) | [4] | ||
Net financial gain (loss) | 15,982 | 8,301 | 11,580 | 9,213 | [4] | ||
Net income (loss) from discontinued operations | $ (5,647) | $ (442) | (10,377) | (6,883) | [4] | ||
Calyxt [Member] | |||||||
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |||||||
Revenues and other income | 43 | [5] | 73 | ||||
Operating expenses | (7,113) | [5] | (12,856) | ||||
Operating income (loss) | (7,070) | [5] | (12,783) | ||||
Net financial gain (loss) | (3,307) | [5] | 5,900 | ||||
Net income (loss) from discontinued operations | $ (10,377) | [5] | $ (6,883) | ||||
Basic net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations | $ (0.09) | [6] | $ (0.08) | ||||
Diluted net income (loss) attributable to shareholders of Cellectis per share ($ /share) from discontinued operations | $ (0.09) | [6] | $ (0.08) | ||||
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) Figures for the six-month period ended June 30, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 Figures for the six-month period ended June 30, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 |
Discontinued Operations - Sche
Discontinued Operations - Schedule Of Cash Flow Statement Of Discontinued Operations (Detail) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | |||
Schedule Of Cash Flow Statement Of Discontinued Operations [Line Items] | ||||
Net cash flows provided by (used in) operating activities of discontinued operations | $ (3,644) | $ (11,970) | [1] | |
Net cash flows provided by (used in) investing activities of discontinued operations | 79 | (744) | [1] | |
Net cash flows provided by (used in) financing activities of discontinued operations | 1,781 | 10,207 | [1] | |
Calyxt [Member] | ||||
Schedule Of Cash Flow Statement Of Discontinued Operations [Line Items] | ||||
Net cash flows provided by (used in) operating activities of discontinued operations | (3,644) | [2] | (11,970) | |
Net cash flows provided by (used in) investing activities of discontinued operations | 76 | [2] | (744) | |
Net cash flows provided by (used in) financing activities of discontinued operations | 1,781 | [2] | 10,207 | |
(Decrease) increase in cash and cash equivalents | $ (1,787) | [2] | $ (2,506) | |
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) Figures for the six-month period ended June 30, 2023 include Calyxt’s results over a five-month period from January 1, 2023 to May 31, 2023 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Assets and Liabilities Held For Sale (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |||||
Intangible assets | $ 695 | $ 718 | |||
Property, plant, and equipment | 59,231 | 63,621 | $ 76,523 | $ 78,846 | |
Right-of-use assets | 41,457 | 44,275 | $ 67,227 | $ 69,423 | |
Other current assets | 7,869 | 9,078 | |||
Cash and cash equivalents | 84,386 | 89,789 | |||
Non-current lease debts | 46,157 | 49,358 | |||
Current financial liabilities | 5,185 | 5,088 | |||
Current lease debts | 8,270 | 7,872 | |||
Trade payables | 19,229 | 21,456 | |||
Other current liabilities | 8,093 | 13,179 | |||
Total liabilities related to asset held for sale | 0 | 14,864 | |||
Calyxt [member] | |||||
Schedule Of Income Statement Of Discontinued Operations [Line Items] | |||||
Intangible assets | 0 | $ 697 | 697 | ||
Property, plant, and equipment | 0 | 4,118 | 4,110 | ||
Right-of-use assets | 0 | 13,139 | 13,263 | ||
Other non-current assets | 0 | 0 | 0 | ||
Other current assets | 0 | 119 | 272 | ||
Cash and cash equivalents | 0 | 1,642 | 3,427 | ||
Total assets held for sale | 0 | 19,714 | 21,768 | ||
Non-current lease debts | 0 | 13,140 | 13,387 | ||
Other non-current liabilities | 0 | 0 | 0 | ||
Current financial liabilities | 0 | 5,647 | 267 | ||
Current lease debts | 0 | 406 | 463 | ||
Trade payables | 0 | 2,567 | 747 | ||
Other current liabilities | 0 | 220 | 0 | ||
Total liabilities related to asset held for sale | 0 | 21,980 | 14,864 | ||
Net assets held for sale | $ 0 | $ (2,266) | $ 6,903 |
Impairment Tests - Additional I
Impairment Tests - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2023 SegmentUnit | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Disclosure of impairment loss and reversal of impairment loss [abstract] | |||
Impairment of assets | $ | $ 0 | $ 0 | |
Number of cash generating unit | SegmentUnit | 1 |
Intangible Assets - Details Inf
Intangible Assets - Details Information About Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | May 31, 2023 |
Disclosure of detailed information about intangible assets [line items] | ||
Beginning balance | $ 718 | |
Ending balance | $ 695 |
Right-of-use Assets - Additiona
Right-of-use Assets - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Right-of-use assets | $ 41,457 | $ 44,275 | $ 67,227 | $ 69,423 | |
Calyxt [Member] | |||||
Disclosure of quantitative information about right-of-use assets [line items] | |||||
Right-of-use assets | $ 0 | $ 13,139 | $ 13,263 |
Right-of-use Assets - Details I
Right-of-use Assets - Details Information About Breakdown Of Right Of Use Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Disclosure of quantitative information about right-of-use assets [line items] | ||
Beginning balance | $ 44,275 | $ 69,423 |
Additions | 975 | 816 |
Disposals of right-of-use assets | (102) | |
Depreciation expense | (3,977) | (2,642) |
Translation adjustments | 286 | (369) |
Ending balance | 41,457 | 67,227 |
Gross value at end of period | 68,616 | 89,721 |
Accumulated depreciation at end of period | (27,159) | (22,494) |
Building lease [member] | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Beginning balance | 33,666 | 55,197 |
Additions | 879 | 487 |
Disposals of right-of-use assets | (102) | |
Depreciation expense | (2,292) | (1,418) |
Translation adjustments | 237 | (304) |
Ending balance | 32,389 | 53,962 |
Gross value at end of period | 50,684 | 69,847 |
Accumulated depreciation at end of period | (18,295) | (15,885) |
Office and laboratory equipment [member] | ||
Disclosure of quantitative information about right-of-use assets [line items] | ||
Beginning balance | 10,608 | 14,226 |
Additions | 96 | 328 |
Disposals of right-of-use assets | 0 | |
Depreciation expense | (1,685) | (1,225) |
Translation adjustments | 49 | (64) |
Ending balance | 9,068 | 13,265 |
Gross value at end of period | 17,932 | 19,875 |
Accumulated depreciation at end of period | $ (8,864) | $ (6,609) |
Property, Plant and Equipment -
Property, Plant and Equipment - Disclosure of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | $ 63,621 | $ 78,846 |
Additions to tangible assets | 556 | 945 |
Disposal of tangible assets | (326) | (90) |
Reclassification | 1 | 23 |
Depreciation expense | (4,872) | (2,827) |
Translation adjustments | 252 | (327) |
Ending balance | 59,231 | 76,523 |
Gross value at end of period | 97,318 | 105,955 |
Accumulated depreciation and impairment at end of period | (38,087) | (29,432) |
Land and Buildings [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 9,321 | 14,733 |
Additions to tangible assets | 0 | 78 |
Disposal of tangible assets | (172) | 0 |
Reclassification | (290) | (78) |
Depreciation expense | (948) | (571) |
Translation adjustments | 171 | (212) |
Ending balance | 8,661 | 14,106 |
Gross value at end of period | 18,193 | 22,227 |
Accumulated depreciation and impairment at end of period | (9,532) | (8,121) |
Technical Equipment [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 51,072 | 58,072 |
Additions to tangible assets | 15 | 23 |
Disposal of tangible assets | (152) | 54 |
Reclassification | (81) | (1,254) |
Depreciation expense | (3,570) | (2,139) |
Translation adjustments | 51 | (71) |
Ending balance | 47,497 | 57,146 |
Gross value at end of period | 73,035 | 76,379 |
Accumulated depreciation and impairment at end of period | (25,537) | (19,233) |
Fixtures, Fittings and Other Equipment [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 2,277 | 3,109 |
Additions to tangible assets | 11 | 96 |
Disposal of tangible assets | (1) | (143) |
Reclassification | 0 | (8) |
Depreciation expense | (354) | (117) |
Translation adjustments | 12 | (19) |
Ending balance | 1,946 | 2,933 |
Gross value at end of period | 4,963 | 5,012 |
Accumulated depreciation and impairment at end of period | (3,018) | (2,078) |
Assets Under Construction [member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Beginning balance | 952 | 2,932 |
Additions to tangible assets | 529 | 793 |
Disposal of tangible assets | 0 | 0 |
Reclassification | 372 | 1,362 |
Depreciation expense | 0 | 0 |
Translation adjustments | 18 | (25) |
Ending balance | 1,127 | 2,338 |
Gross value at end of period | 1,127 | 2,338 |
Accumulated depreciation and impairment at end of period | $ 0 | $ 0 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment | $ 59,231 | $ 63,621 | $ 76,523 | $ 78,846 | |
Technical Equipments [Member] | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment | 47,497 | 51,072 | $ 57,146 | $ 58,072 | |
Calyxt [member] | |||||
Disclosure of detailed information about property, plant and equipment [line items] | |||||
Property, plant and equipment | $ 0 | $ 4,118 | $ 4,110 |
Non-current Financial Assets -
Non-current Financial Assets - Summary of Non-current Financial Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Categories of non-current financial assets [abstract] | ||
Deposit | $ 800 | $ 1,216 |
Non current restricted cash | 4,656 | 4,716 |
Investments in non consolidated entities | 5,032 | 0 |
Other non current financial assets | 2,518 | 2,859 |
Non current financial assets | $ 13,006 | $ 8,791 |
Non-current Financial Assets _2
Non-current Financial Assets - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure of detailed information about property, plant and equipment [line items] | ||
Diminution related to supplier deposit reimbursement | $ 400 | |
Non current restricted cash | 4,656 | $ 4,716 |
Investments in non consolidated entities | 5,032 | $ 0 |
Raleigh, North Carolina [Member] | Leased Equipment [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Non current restricted cash | 1,900 | |
Raleigh, North Carolina [Member] | Leased Premises [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Non current restricted cash | 2,600 | |
New York [Member] | Leased Premises [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Non current restricted cash | 200 | |
Cibus, Inc. [Member] | ||
Disclosure of detailed information about property, plant and equipment [line items] | ||
Investments in non consolidated entities | $ 5,000 | |
Closing stock price | $ 10.5 |
Financial Assets and Liabilitie
Financial Assets and Liabilities - Summary of Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Disclosure of financial assets and liabilities [line items] | ||
Book value on the statement of financial position | $ 127,204 | $ 117,484 |
Financial Assets and Liabilit_2
Financial Assets and Liabilities - Additional Information (Detail) $ in Thousands, € in Millions | Jun. 30, 2023 USD ($) | Jun. 30, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) |
Disclosure of financial assets and liabilities [line items] | ||||
Cash and cash equivalents | $ 84,386 | $ 89,789 | ||
Borrowings | 40,270 | 20,531 | ||
State Guaranteed Loan, value | 20,100 | |||
Non current financial assets | 13,006 | $ 8,791 | ||
FRANCE | ||||
Disclosure of financial assets and liabilities [line items] | ||||
Research tax credit receivable | $ 3,400 | $ 800 | ||
State Guaranteed Loan [Member] | ||||
Disclosure of financial assets and liabilities [line items] | ||||
State Guaranteed Loan, value | € | € 18.5 |
Trade Receivables and Other C_3
Trade Receivables and Other Current Assets - Disclosure of Trade Receivables (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Trade and other receivables [abstract] | ||
Trade receivables | $ 422 | $ 772 |
Total net value of trade receivables | $ 422 | $ 772 |
Trade Receivables and Other C_4
Trade Receivables and Other Current Assets - Disclosure of Subsidies Receivables (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables1 [abstract] | ||
Research tax credit | $ 19,180 | $ 14,496 |
Other subsidies | 308 | 0 |
Total subsidies receivables | $ 19,488 | $ 14,496 |
Trade Receivables and Other C_5
Trade Receivables and Other Current Assets - Additional Information (Detail) $ in Thousands, € in Millions | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) | Jun. 30, 2023 EUR (€) | Mar. 08, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | |
Prepaid expenses and other current assets [line items] | |||||
Trade receivables | $ 422 | $ 772 | |||
Deferred expenses and other current assets | 828 | $ 538 | |||
UpfrontAmount | € | € 1 | ||||
Other revenues recognized | 300 | ||||
key Step Payment | € | € 1.9 | ||||
Increase in deferred expenses and other current assets | 300 | ||||
Trade receivables related to American depositary receipts program | 400 | ||||
Grant and refundable advance agreement [Member] | |||||
Prepaid expenses and other current assets [line items] | |||||
Grant and refundable advance agreement | € | € 6.4 | ||||
Percentage of grant agreement | 14.77% | ||||
Percentage of refundable advance agreement | 85.23% | ||||
License Agreement with One Partner [Member] | |||||
Prepaid expenses and other current assets [line items] | |||||
Trade receivables | 200 | ||||
Cellectis [member] | |||||
Prepaid expenses and other current assets [line items] | |||||
Payment of receivable related to extension of option term | 500 | ||||
France [member] | |||||
Prepaid expenses and other current assets [line items] | |||||
Research tax credit receivables | 3,400 | $ 800 | |||
France [member] | Previously stated [member] | |||||
Prepaid expenses and other current assets [line items] | |||||
Research tax credit receivables | $ 15,800 |
Trade Receivables and Other C_6
Trade Receivables and Other Current Assets - Disclosure of Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Other Current Assets [abstract] | ||
VAT receivables | $ 999 | $ 1,140 |
Prepaid expenses and other prepayments | 5,979 | 6,233 |
Tax and social receivables | 63 | 1,166 |
Deferred expenses and other current assets | 828 | 538 |
Total other current assets | $ 7,869 | $ 9,078 |
Current Financial Assets and _3
Current Financial Assets and Cash and Cash Equivalents - Summary of Current Financial Assets and Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Disclosure of current financial assets and cash and cash equivalents [line items] | ||
Current financial assets | $ 1,120 | $ 7,907 |
Cash and cash equivalents | 84,386 | 89,789 |
Carrying Value [member] | ||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||
Current financial assets | 1,120 | 7,907 |
Cash and cash equivalents | 84,386 | 89,789 |
Current financial assets and cash and cash equivalents | 85,505 | 97,696 |
Estimated Fair Value [member] | ||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||
Current financial assets | 1,120 | 7,907 |
Cash and cash equivalents | 84,386 | 89,789 |
Current financial assets and cash and cash equivalents | $ 85,505 | $ 97,696 |
Current Financial Assets and _4
Current Financial Assets and Cash and Cash Equivalents - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 4 Months Ended | 6 Months Ended | |||
Dec. 22, 2022 | Apr. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | |
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||
Short term restricted cash | $ 0 | $ 0 | ||||
Current trade receivables | 422 | 772 | ||||
Current financial assets | 1,120 | 7,907 | ||||
Cytovia Agreement [Member] | ||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||
Other current financial assets | 1,100 | 7,900 | ||||
Cytovia Agreement [Member] | Accrued and unpaid interest accrued [Member] | ||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||
Amount of convertible note due and payable in full cash | 2,400 | |||||
Cytovia Agreement [Member] | Principal [Member] | ||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||
Amount of convertible note due and payable in full cash | $ 20,000 | |||||
Cytovia Agreement [Member] | Cytovia [Member] | ||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||
Step up interest rate percentage on notes receivable | 10% | |||||
Current financial assets | $ 1,100 | |||||
Impact of derecognition of the initial asset | (7,900) | |||||
Impact of recognition of new asset | 1,100 | |||||
Net profit or loss in fair value of assets | (6,800) | |||||
Cytovia Agreement [Member] | Cytovia [Member] | Convertible Notes [Member] | ||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||
Amount of convertible note due and payable in full cash | $ 22,400 | |||||
Cellectis [Member] | Cytovia Agreement [Member] | ||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||
Conversion of notes receivable into trade receivables | $ 20,000 | |||||
Calyxt [Member] | ||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||
Restricted cash | $ 200 | |||||
Debt securities [member] | Cellectis [Member] | Cytovia Agreement [Member] | Amendment Agreement One [Member] | ||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||
Convertible note nominal amount | $ 20,000 | |||||
Debt securities [member] | Cellectis [Member] | Cytovia Agreement [Member] | Amended And Restated Agreement [Member] | Cytovia [Member] | Amendment Agreement One [Member] | ||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||
Minimum threshold percentage of ownership necessary for conversion of notes receivable into shares | 9.90% | |||||
Notes receivable rate of interest | 10% | |||||
Step up interest rate percentage on notes receivable | 10% | |||||
Debt securities [member] | Cellectis [Member] | Cytovia Agreement [Member] | Due On June 30, 2023 [Member] | Amended And Restated Agreement [Member] | Cytovia [Member] | Amendment Agreement One [Member] | ||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||
Percentage of notes receivable due to be received | 50% | |||||
Percentage of convertible notes due at final maturity | 100% | |||||
Debt securities [member] | Cellectis [Member] | Cytovia Agreement [Member] | Due On April 30, 2023 [Member] | Amended And Restated Agreement [Member] | Cytovia [Member] | Amendment Agreement One [Member] | ||||||
Disclosure of current financial assets and cash and cash equivalents [line items] | ||||||
Percentage of notes receivable due to be received | 50% |
Current Financial Assets and _5
Current Financial Assets and Cash and Cash Equivalents - Schedule of Fair Value Through Profit and Loss (Details) - Cytovia Agreement [Member] - Cytovia [Member] $ in Thousands | Jun. 30, 2023 USD ($) |
Disclosure of current financial assets and cash and cash equivalents [line items] | |
Expected occurrence of most probable scenario +20% | $ 224 |
Expected occurrence of most probable scenario | 1,120 |
Expected occurrence of most probable scenario -20% | $ 2,015 |
Current Financial Assets and _6
Current Financial Assets and Cash and Cash Equivalents - Summary of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Cash and cash equivalents [abstract] | ||
Cash and bank accounts | $ 73,520 | $ 65,012 |
Money market funds | 0 | 13,578 |
Fixed bank deposits | 10,866 | 11,200 |
Total cash and cash equivalents | $ 84,386 | $ 89,789 |
Financial Liabilities - Schedul
Financial Liabilities - Schedule of Financial Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Disclosure of financial liabilities [line items] | ||
Conditional advances | $ 417 | $ 0 |
Lease debts | 46,157 | 49,358 |
EIB loan | 16,654 | 0 |
EIB warrants | 4,875 | 0 |
Other non-current financial liabilities | 7,010 | 6,962 |
Total non-current financial liabilities and non-current lease debts | 86,427 | 69,889 |
Lease debts | 8,270 | 7,872 |
Other current financial liabilities | 122 | 116 |
Total current financial liabilities and current lease debts | 13,455 | 12,960 |
Trade payables | 19,229 | 21,456 |
Other current liabilities | 8,093 | 13,179 |
Total financial liabilities | 127,204 | 117,484 |
State Guaranted Loan [Member] | ||
Disclosure of financial liabilities [line items] | ||
State Guaranteed loan PGE | 11,314 | 13,569 |
State Guaranteed loan « PGE » | $ 5,064 | $ 4,972 |
Financial liabilities - Additio
Financial liabilities - Additional Information (Detail) € / shares in Units, € in Millions | 3 Months Ended | 6 Months Ended | ||||||||||||||
Apr. 17, 2023 USD ($) | Apr. 17, 2023 EUR (€) | Mar. 28, 2023 TradingDay € / shares shares | Mar. 08, 2023 USD ($) | Dec. 28, 2022 EUR (€) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 EUR (€) | Jun. 19, 2023 USD ($) | Apr. 04, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 EUR (€) | |||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Secured Borrowings | $ 20,100,000 | $ 20,100,000 | ||||||||||||||
State Guaranteed Loan, value | 20,100,000 | 20,100,000 | ||||||||||||||
Research and development expense | 22,144,000 | $ 25,630,000 | [1] | 43,225,000 | $ 52,231,000 | [2] | ||||||||||
Non-current financial liabilities | 40,270,000 | 40,270,000 | $ 20,531,000 | |||||||||||||
Tranche A Warrants [Member] | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Fair value of loan | $ 5,224,000 | 4,875,000 | 4,875,000 | |||||||||||||
Research Tax Credit Financing [Member] | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Cash received | € | € 5.5 | |||||||||||||||
Non-current financial liabilities | $ 5,900,000 | $ 5,900,000 | ||||||||||||||
Cash | € | € 5.5 | |||||||||||||||
New York [Member] | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Non-current financial liabilities | 1,100,000 | $ 1,100,000 | $ 1,100,000 | |||||||||||||
State Guaranteed Loan [Member] | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Secured Borrowings | € | € 18.5 | |||||||||||||||
State Guaranteed Loan, value | € | € 18.5 | |||||||||||||||
Guaranteed borrowing amount, percentage | 90% | |||||||||||||||
Current liability of loan | 5,100,000 | $ 5,100,000 | ||||||||||||||
Non current liability of loan | $ 11,300,000 | $ 11,300,000 | ||||||||||||||
State Guaranteed Loan [Member] | Bottom of range [member] | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Fixed interest rate | 0.31% | 0.31% | 0.31% | |||||||||||||
State Guaranteed Loan [Member] | Top of range [member] | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Fixed interest rate | 3.35% | 3.35% | 3.35% | |||||||||||||
Conditional Advances | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Discounting adjustment expected | $ 200 | |||||||||||||||
Fixed interest rate | 3.04% | |||||||||||||||
Market rate based on credit spread observed loans | 16.10% | |||||||||||||||
Amount to be repaid | $ 1,000 | |||||||||||||||
Cash received | $ 900,000 | |||||||||||||||
Fair value grant amount | 500,000 | |||||||||||||||
Fair value of loan | $ 400,000 | |||||||||||||||
Cash | $ 900,000 | |||||||||||||||
European Investment Bank Loan [Member] | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Notional amount | € | € 40 | |||||||||||||||
Minimum voluntary payment percentage | 75% | |||||||||||||||
European Investment Bank Loan [Member] | Funding Contract Tranche A [Member] | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Borrowings | € | € 20 | |||||||||||||||
Effective interest rate | 13.40% | |||||||||||||||
Notional amount | € | € 20 | |||||||||||||||
Initial fair value of loan | $ 16,200,000 | |||||||||||||||
Transaction costs | 300,000 | |||||||||||||||
Fair value of warrants | $ 5,200,000 | |||||||||||||||
European Investment Bank Loan [Member] | Funding Contract Tranche A [Member] | Financial liabilities at amortised cost, class [member] | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Notional amount | € | 20 | |||||||||||||||
European Investment Bank Loan [Member] | Funding Contract Tranche B [Member] | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Notional amount | € | 15 | |||||||||||||||
European Investment Bank Loan [Member] | Funding Contract Tranche C [Member] | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Notional amount | € | € 5 | |||||||||||||||
European Investment Bank Loan [Member] | Tranche A Warrants [Member] | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Fixed interest rate | 8% | |||||||||||||||
Warrants Issued | shares | 2,779,188 | |||||||||||||||
Outstanding share capital percentage | 5% | |||||||||||||||
Exercise price per share or per unit of warrants or rights outstanding | € / shares | € 1.92 | |||||||||||||||
Percentage of volume weighted average price per share | 99% | |||||||||||||||
Number of trading days | TradingDay | 3 | |||||||||||||||
Warrants maturity period | 6 years | |||||||||||||||
Proceeds from issue of warrants | € | € 20 | |||||||||||||||
Class of warrants or right number of securities called by each warrants or right | shares | 1 | |||||||||||||||
Percentage of weighted average price per share | 99% | |||||||||||||||
European Investment Bank Loan [Member] | Bottom of range [member] | ||||||||||||||||
Disclosure of offsetting of financial liabilities [line items] | ||||||||||||||||
Ratio of warrants amount disbursed | 0.3 | |||||||||||||||
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Financial Liabilities - Sched_2
Financial Liabilities - Schedule of Assumptions of Warrants Valuation (Detail) - Tranche A Warrants [Member] | 6 Months Ended | |
Jun. 30, 2023 € / shares shares | ||
Disclosure of offsetting of financial liabilities [line items] | ||
Grant Date | Apr. 17, 2023 | [1] |
Expiration Date | Apr. 17, 2043 | |
Number of options granted | 2,779,188 | |
Share entitlement per option | 1 | |
Exercise price (in euros per option) | € / shares | € 1.92 | |
Valuation method | Longstaff Schwartz | |
[1] The grant date retained is the disbursement date of the Tranche A as this is the issuance date defined in the contract. |
Financial Liabilities - Sched_3
Financial Liabilities - Schedule of Results of Warrants Valuation (Detail) - Tranche A Warrants [Member] € / shares in Units, $ in Thousands | Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 EUR (€) € / shares shares | Apr. 17, 2023 USD ($) shares | Apr. 17, 2023 EUR (€) € / shares shares |
Disclosure of offsetting of financial liabilities [line items] | ||||
Number of warrants granted | shares | 2,779,188 | 2,779,188 | 2,779,188 | 2,779,188 |
Share price (in euros) | € 1.77 | € 1.87 | ||
Average life of options | 19 years 9 months 18 days | 19 years 9 months 18 days | 20 years | 20 years |
Expected volatility | 70.60% | 70.60% | 81.30% | 81.30% |
Put option cap | € | € 7,196 | € 7,196 | ||
Discount rate | 2.71% | 2.71% | 2.85% | 2.85% |
Expected dividends | 0% | 0% | 0% | 0% |
Fair value per options (in euros per share) | € 1.61 | € 1.73 | ||
Fair value in $ thousands | $ | $ 4,875 | $ 5,224 |
Financial Liabilities - Sched_4
Financial Liabilities - Schedule of Sensitivity Of The Fair Value To The Expected Volatility (Detail) - Tranche A Warrants [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Apr. 17, 2023 |
Disclosure of financial liabilities [line items] | ||
Expected volatility -5% | $ 4,790 | $ 5,206 |
Expected volatility | 4,875 | 5,224 |
Expected volatility +5% | $ 4,925 | $ 5,231 |
Financial Liabilities - Sched_5
Financial Liabilities - Schedule Representing Due Dates of the Financial Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Disclosure of offsetting of financial liabilities [line items] | ||
Lease liabilities | $ 54,427 | |
Financial liabilities | 45,455 | |
Financial liabilities | 99,882 | |
Trade payables | 19,229 | $ 21,456 |
Other current liabilities | 8,093 | 13,179 |
Total financial liabilities | 127,204 | $ 117,484 |
Less than One Year [member] | ||
Disclosure of offsetting of financial liabilities [line items] | ||
Lease liabilities | 8,270 | |
Financial liabilities | 5,185 | |
Financial liabilities | 13,455 | |
Trade payables | 19,229 | |
Other current liabilities | 8,093 | |
Total financial liabilities | 40,777 | |
One to Five Years [member] | ||
Disclosure of offsetting of financial liabilities [line items] | ||
Lease liabilities | 28,661 | |
Financial liabilities | 17,886 | |
Financial liabilities | 46,547 | |
Trade payables | 0 | |
Other current liabilities | 0 | |
Total financial liabilities | 46,547 | |
More than Five Years [member] | ||
Disclosure of offsetting of financial liabilities [line items] | ||
Lease liabilities | 17,496 | |
Financial liabilities | 22,384 | |
Financial liabilities | 39,879 | |
Trade payables | 0 | |
Other current liabilities | 0 | |
Total financial liabilities | $ 39,879 |
Other Current Liabilities - Sum
Other Current Liabilities - Summary of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Miscellaneous current liabilities [abstract] | ||
VAT Payables | $ 0 | $ 3,058 |
Accruals for personnel related expenses | 7,126 | 9,421 |
Other | 967 | 700 |
Total other current liabilities | $ 8,093 | $ 13,179 |
Other Current Liabilities - Add
Other Current Liabilities - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Other current liabilities [abstract] | |
Decrease in other current liabilities | $ 5.1 |
Deferred Revenues and Contrac_3
Deferred Revenues and Contract Liabilities - Summary of Deferred Revenues and Contract Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accruals and deferred income including contract liabilities [abstract] | ||
Deferred revenues and contract liabilities | $ 241 | $ 59 |
Total Deferred revenue and contract liabilities | $ 241 | $ 59 |
Deferred Revenues and Contrac_4
Deferred Revenues and Contract Liabilities - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Accruals and deferred income including contract liabilities [abstract] | |
Increase in deferred revenues and contract liabilities | $ 0.2 |
Share capital and premium rel_3
Share capital and premium related to the share capitals - Schedule of Classes of Share Capital (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |||
Disclosure of classes of share capital [line items] | |||||
Beginning balance | $ 125,941 | $ 236,474 | |||
Balance at beginning, Number of shares | 45,675,968 | 45,484,310 | |||
Capital increase by issuance of common shares | 9,907,800 | ||||
Exercise of share warrants, employee warrants and stock options | 26,500 | ||||
Other movements | [1] | $ (257) | |||
Balance at end of year | $ 125,941 | $ 96,558 | $ 180,522 | ||
Balance at end, Number of shares | 45,675,968 | 55,583,768 | 45,510,810 | ||
Nominal value | $ 0.05 | $ 0.05 | $ 0.05 | ||
Share Capital Ordinary Shares [member] | |||||
Disclosure of classes of share capital [line items] | |||||
Beginning balance | $ 2,955 | $ 2,945 | |||
Capital increase of Cellectis | 536 | ||||
Exercise of share warrants, employee warrants and stock options | 1 | ||||
Balance at end of year | $ 2,955 | 3,491 | 2,946 | ||
Premiums Related to Share Capital [member] | |||||
Disclosure of classes of share capital [line items] | |||||
Beginning balance | 583,122 | 934,696 | |||
Capital increase of Cellectis | 24,482 | ||||
Non-cash stock based compensation expense | 4,053 | 5,331 | |||
Transaction costs related to Cellectis' capital increase | (1,455) | ||||
Other movements | (133,976) | [1] | (372,744) | ||
Balance at end of year | $ 583,122 | $ 476,224 | $ 567,284 | ||
[1] During the annual shareholders meeting of June 27, 2023, the shareholders, in accordance with French Law, approved the absorption of $ 134.0 million of retained earnings into share premium. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities. |
Share capital and premium rel_4
Share capital and premium related to the share capitals - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 27, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Capital structure [line items] | |||
Increase (decrease) through transfer between retained earnings into share premium | $ 134,000 | ||
Share premium [member] | |||
Capital structure [line items] | |||
Transaction costs | $ 1,455 | ||
Increase (decrease) through transfer between retained earnings into share premium | $ (134,000) | ||
Capital Evolution 2023 [Member] | |||
Capital structure [line items] | |||
Number of shares issued | 9,907,800 | ||
Gross proceeds | $ 24,800 | ||
Transaction costs | $ 600 | $ 2,000 |
Non-cash stock-based compensa_3
Non-cash stock-based compensation - Additional Information (Detail) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 26, 2023 | May 04, 2023 | Jan. 24, 2023 shares | Oct. 31, 2020 | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Vesting period, years | 4 years | ||||||||
Stock option expire, years | 10 years | ||||||||
Performance Stock Unit [Member] | Calyxt [member] | |||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Share based payment expense | $ 0.3 | $ 0.3 | |||||||
Stock options [member] | |||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Vesting period, years | 4 years | 4 years | 4 years | ||||||
Share-based compensation expense | $ 1.4 | 1.8 | |||||||
Number of equity instruments granted in share-based payment arrangement | 55,690 | 358,100 | 1,417,321 | 1,835,411 | 828,549 | ||||
Stock options [member] | Calyxt [member] | |||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Share-based compensation expense | $ 0.8 | 0.9 | |||||||
S A free shares [member] | |||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Vesting period, years | 3 years | ||||||||
Share-based compensation expense | $ 1.9 | 2.5 | |||||||
Vesting description | The free shares granted in 2018 and until 2021 are subject to at least one-year vesting and additional one-year vesting period for French residents and two-years vesting period for foreign residents. The vesting of free shares granted to executive officers of the Company in October 2020 are subject to performance conditions with a minimum vesting of a 3-year period. | ||||||||
Number of other equity instruments granted in share-based payment arrangement | shares | 340,750 | ||||||||
Number of equity instruments granted in share-based payment arrangement | 342,900 | 354,770 | |||||||
S A free shares [member] | French employees [Member] | |||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Vesting period, years | 1 year | ||||||||
S A free shares [member] | Foreign citizens [Member] | |||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Vesting period, years | 2 years | ||||||||
S A free shares [member] | Executive Officers [Member] | |||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Vesting period, years | 3 years | ||||||||
S A free shares [member] | Executive Officers [Member] | Granted in Two Thousand And Twenty One [Member] | |||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Vesting period, years | 3 years | ||||||||
S A free shares [member] | French Resident Employees [Member] | |||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Vesting period, years | 2 years | ||||||||
Share Based Arrangement Additional Vesting Period | 1 year | ||||||||
Additional holding period | 2 years | ||||||||
S A free shares [member] | Foreign Resident Employees [Member] | |||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Vesting period, years | 4 years | ||||||||
S A free shares [member] | Employees [Member] | |||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Vesting period, years | 3 years | ||||||||
RSU Calyxt 2017 [member] | |||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Share based payment expense | $ 0.5 | 0.7 | |||||||
Non Employee Warrants [Member] | |||||||||
Disclosure of terms and conditions of share-based payment arrangement [line items] | |||||||||
Share-based compensation expense | $ 0 | $ 0 |
Non-cash stock-based compensa_4
Non-cash stock-based compensation - Summary of assumptions Vesting Details (Detail) - Equity awards [member] - € / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Weighted-Average fair values of stock options granted | € 1.65 | € 1.31 |
Share entitlement per options | 1 | 1 |
Vesting conditions | Performance or Service | Performance or Service |
Vesting period | Graded | Graded |
Bottom of Range [member] | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Risk-free interest rate | 2.45% | 0% |
Exercise price | € 1.74 | € 2.09 |
Grant date share fair value | € 1.7 | € 1.91 |
Expected volatility | 63.70% | 58.70% |
Expected term (in years) | 6.03 | 6.03 |
Top of Range [member] | ||
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Risk-free interest rate | 2.75% | 2.49% |
Exercise price | € 3.17 | € 7.22 |
Grant date share fair value | € 3.09 | € 6.74 |
Expected volatility | 64.40% | 62.50% |
Expected term (in years) | 6.15 | 6.15 |
Non-cash stock-based compensa_5
Non-cash stock-based compensation - Summary of Information on Stock Option Activity (Detail) - Stock options [member] | 6 Months Ended | 12 Months Ended | ||||
Jun. 26, 2023 | May 04, 2023 | Jan. 24, 2023 | Jun. 30, 2023 € / shares | Dec. 31, 2022 € / shares | Dec. 31, 2021 € / shares | |
Disclosure Of Number And Weighted Average Exercise Prices Of Share Options and awards [Line Items] | ||||||
Option exercisable, beginning balance | 7,400,519 | 7,566,679 | ||||
Option exercisable, ending balance | 7,800,007 | 7,400,519 | 7,566,679 | |||
Weighted- average exercise price per share, beginning balance | € 24.58 | € 24.78 | ||||
Weighted- average exercise price per share, granted | 0 | 0 | ||||
Weighted- average exercise price per share, exercised | 0 | 0 | ||||
Weighted- average exercise price per share, forfeited or expired | 0 | 0 | ||||
Weighted- average exercise price per share, ending balance | € 23.84 | € 24.58 | € 24.78 | |||
Option outstanding, beginning balance | 8,787,264 | 9,159,794 | ||||
Option outstanding, granted | 55,690 | 358,100 | 1,417,321 | 1,835,411 | 828,549 | |
Option outstanding, exercised/vested | 0 | |||||
Option outstanding, forfeited, cancelled or expired | (22,638) | (1,201,079) | ||||
Option outstanding, ending balance | 10,600,037 | 8,787,264 | 9,159,794 | |||
Weighted average exercise price per share, beginning balance | € 22.31 | € 23.5 | ||||
Weighted average exercise price per share, granted | 2.86 | 4.18 | ||||
Weighted average exercise price per share, exercised | 0 | |||||
Weighted average exercise price per share, cancelled, forfeited or expired | 18.29 | 18.85 | ||||
Weighted average exercise price per share, ending balance | € 18.95 | € 22.31 | € 23.5 | |||
Remaining Average Useful Life | 5 years 1 month 6 days | 4 years 7 months 6 days | 5 years 3 months 18 days |
Non-cash stock-based compensa_6
Non-cash stock-based compensation - Summary of Information on Warrants Activity (Detail) - Non Employee Warrants [Member] | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 € / shares | Dec. 31, 2022 € / shares | Dec. 31, 2021 € / shares | |
Disclosure Of Number And Weighted Average Exercise Prices Of Share Options and awards [Line Items] | |||
Option exercisable, beginning balance | 896,225 | 896,225 | |
Option exercisable, ending balance | 896,225 | 896,225 | 896,225 |
Weighted- average exercise price per share, beginning balance | € 27.18 | € 27.18 | |
Weighted- average exercise price per share, ending balance | € 27.18 | € 27.18 | € 27.18 |
Option outstanding, beginning balance | 896,225 | 896,225 | |
Option outstanding, ending balance | 896,225 | 896,225 | 896,225 |
Weighted average exercise price per share, beginning balance | € 27.18 | € 27.18 | |
Weighted average exercise price per share, ending balance | € 27.18 | € 27.18 | € 27.18 |
Remaining Average Useful Life | 2 years 9 months 18 days | 3 years 3 months 18 days | 4 years 3 months 18 days |
Non-cash stock-based compensa_7
Non-cash stock-based compensation - Summary of Number of Shares Outstanding and Weighted Average Grant Date Fair Value (Detail) - S A free shares [member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 € / shares | Dec. 31, 2022 € / shares | |
Disclosure of terms and conditions of share-based payment arrangement [line items] | ||
Option outstanding, beginning balance | 909,113 | 922,701 |
Option outstanding, granted | 342,900 | 354,770 |
Option outstanding, exercised/vested | (191,658) | |
Option outstanding, forfeited, cancelled or expired | (36,112) | (176,700) |
Option outstanding, ending balance | 1,215,901 | 909,113 |
Weighted average exercise price per share, beginning balance | € 11.18 | € 14.15 |
Weighted average exercise price per share, granted | 3.08 | 2.79 |
Weighted average exercise price per share, exercised | 17.96 | |
Weighted average exercise price per share, cancelled, forfeited or expired | 11.1 | 13.99 |
Weighted average exercise price per share, ending balance | € 8.9 | € 11.18 |
Earnings Per Share - Details of
Earnings Per Share - Details of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | [1] | Jun. 30, 2023 | Jun. 30, 2022 | ||
Earnings per share [abstract] | ||||||
Net income (loss) attributable to shareholders of Cellectis ($ in thousands) | $ (40,715) | $ (50,858) | ||||
Net income (loss) attributable to shareholders of Cellectis ($ in thousands) from discontinued operations | $ (4,984) | $ (3,531) | ||||
Adjusted weighted average number of outstanding shares, used to calculate both basic and diluted net result per share | 53,541,010 | 45,497,127 | ||||
Basic net income (loss) attributable to shareholders of Cellectis per share ( $ /share) | $ (0.19) | $ (0.42) | $ (0.76) | $ (1.12) | [2] | |
Basic earnings (loss) per share from discontinued operations | (0.05) | 0 | (0.09) | (0.08) | [2] | |
Diluted net income (loss) attributable to shareholders of Cellectis per share ( $ /share) | (0.19) | (0.42) | (0.76) | (1.12) | [2] | |
Diluted earnings from discontinued operations per share ( $ /share) | $ (0.05) | $ 0 | $ (0.09) | $ (0.08) | [2] | |
[1] These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) These amounts reflect adjustments made in connection with the presentation of the discontinued operation (Note 5) |
Provisions - Summary of Provisi
Provisions - Summary of Provisions for Termination Benefits (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Disclosure of other provisions [line items] | |
Beginning balance | $ 2,867 |
Additions | 704 |
Amounts used during the period | 0 |
Reversals | 0 |
OCI | 100 |
Ending balance | 3,671 |
Non current provisions beginning balance | 2,390 |
Non current provisions additions | 163 |
Non current provisions Amounts used during period | 0 |
Non current provisions Reversals | 0 |
Non current provisions OCI | 88 |
Non current provisions Ending balance | 2,641 |
Current provisions beginning balance | 477 |
Current provisions additions | 541 |
Current provisions Amounts used during period | 0 |
Current provisions Reversals | 0 |
Current provisions OCI | 11 |
Current provisions Ending balance | 1,029 |
Employee litigation and severance, Beginning balance | 234 |
Employee litigation and severance, Additions | 50 |
Employee litigation and severance, Amounts used during the period | 0 |
Employee litigation and severance, Reversals | 0 |
Employee litigation and severance, OCI | 4 |
Employee litigation and severance, Ending balance | 288 |
Commercial litigation [member] | |
Disclosure of other provisions [line items] | |
Commercial litigation, Beginning balance | 243 |
Commercial litigation, Additions | 491 |
Commercial litigation, Amounts used during the period | 0 |
Commercial litigation, Reversals | 0 |
Commercial litigation, OCI | 7 |
Commercial litigation, Ending balance | 741 |
Pension [member] | |
Disclosure of other provisions [line items] | |
Beginning balance | 2,390 |
Pension, Additions | 163 |
Pension, Amounts used during the period | 0 |
Pension, Reversals | 0 |
OCI | 88 |
Ending balance | $ 2,641 |
Provisions - Additional Informa
Provisions - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Commercial litigation [member] | |
Disclosure of provisions [line items] | |
Provisions for termination benefits | $ 0.5 |
Commitments - Schedule of Commi
Commitments - Schedule of Commitments (Detail) $ in Thousands | Jun. 30, 2023 USD ($) |
Disclosure of contingent liabilities [line items] | |
Total commitments | $ 15,200 |
It Licensing Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 525 |
License and Collaboration Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 14,605 |
Clinical & Research and Development agreements [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 70 |
Less than One Year [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 2,045 |
Less than One Year [member] | It Licensing Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 525 |
Less than One Year [member] | License and Collaboration Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 1,450 |
Less than One Year [member] | Clinical & Research and Development agreements [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 70 |
1-3 years [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 2,900 |
1-3 years [member] | It Licensing Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
1-3 years [member] | License and Collaboration Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 2,900 |
1-3 years [member] | Clinical & Research and Development agreements [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
3-5 years [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 2,900 |
3-5 years [member] | It Licensing Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
3-5 years [member] | License and Collaboration Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 2,900 |
3-5 years [member] | Clinical & Research and Development agreements [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
More than Five Years [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 7,355 |
More than Five Years [member] | It Licensing Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 0 |
More than Five Years [member] | License and Collaboration Agreements [Member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | 7,355 |
More than Five Years [member] | Clinical & Research and Development agreements [member] | |
Disclosure of contingent liabilities [line items] | |
Total commitments | $ 0 |