Cellectis (CLLS) F-3 Shelf registration (foreign)

Exhibit 12.1

Cellectis S.A.

Ratio of Earnings to Combined Fixed Charges and Preferred Share Dividends

Year ended December 31, (€ in thousands)		2013			2014		2015			2016
Pre-tax income from continuing operations before adjustment for income or loss from equity investees (4)			(26,839	)		1,850		(20,373	)		(60,776	)
Fixed charges			294			161		21			6
Amortization of capitalized interest			N/A			N/A		N/A			N/A
Distributed income of equity investees			N/A			N/A		N/A			N/A
Share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges			N/A			N/A		N/A			N/A
Interest capitalized			N/A			N/A		N/A			N/A
Preference security dividend requirements of consolidated subsidiaries			N/A			N/A		N/A			N/A
Noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges			N/A			N/A		N/A			N/A
Total Earnings			(26,545	)		2,011		(20,352	)		(60,770	)
Interest expensed and capitalized			198			113		1			—
Amortized premiums, discounts and capitalized expenses related to indebtedness			N/A			N/A		N/A			N/A
Estimate of the interest within rental expense			96			48		20			6
Preference security dividend requirements of consolidated subsidiaries.			N/A			N/A		N/A			N/A
Total Fixed charges			294			161		21			6
Ratio of earnings to fixed charges (1)			*			12.48		*			*
Ratio of earnings to combined fixed charges and preferred share dividends (1) (3)			*			12.48		*			*
(1) Earnings were insufficient to cover fixed charges by:
	(€ in thousands)		26,839			—		20,373			60,776
	($ in thousands) (2)		35,717			—		22,504			64,064
(2) Dollar amounts have been translated solely for the convenience of the reader at the following exchange rates:			1.3308			N/A		1.1046			1.0541
(3) The Company did not have any outstanding preferred shares over the indicated periods.
(4) Pre-tax incomes from continuing operations include the following Non-cash stock-based compensation expense			461			548		30,103			52,974