UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM20-F/A
(Amendment No. 1)
(Mark One)
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number001-36891
CELLECTIS S.A.
(Exact name of Registrant as specified in its charter and translation of Registrant’s name into English)
France
(Jurisdiction of incorporation or organization)
Cellectis S.A.
8, rue de la Croix Jarry
75013 Paris, France
(Address of principal executive office)
Marie-Bleuenn Terrier
General Counsel
Cellectis S.A.
8, rue de la Croix Jarry
75013 Paris, France
Tel: +33 (0)1 81 69 16 00, Fax: +33 (0)1 81 69 16 06
E-mail: marie-bleuenn.terrier@cellectis.com
(Name, Telephone,E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Name of each exchange on which registered | |
| American Depositary Shares, each representing one | Nasdaq Global Market | |
| ordinary share, nominal value €0.05 per share | ||
| Ordinary shares, nominal value €0.05 per share* | Nasdaq Global Market* |
| * | Not for trading, but only in connection with the registration of the American Depositary Shares. |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.
Ordinary shares, nominal value €0.05 per share: 42,430,069 as of December 31, 2018
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark, if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Emerging Growth Company | ☐ | |||
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13 (a) of the Exchange Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
EXPLANATORY NOTE
Cellectis, S.A. (the “Company”) hereby amends its Annual Report on Form20-F for the fiscal year ended December 31, 2018 (the “Annual Report”) through the filing of this Amendment No. 1 (this “Amendment”) solely for the purpose ofre-filing Exhibits 4.25 and 4.26 (together, the “Exhibits”) in accordance with guidance published by the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) relating to the filing of redacted material contracts without applying for confidential treatment of the redacted information (the “Staff Guidance”), as provided for in the SEC’s ReleaseNo. 33-10618, which became effective on April 2, 2019, and the amendments to Form20-F provided for therein (the “New CT Rules”). In accordance with the Staff Guidance, the Company has withdrawn its pending confidential treatment application with respect to the Exhibits and is, through the filing of this Amendment,re-filing the Exhibits in accordance with the requirements of the New CT Rules. The footnotes to the index of exhibits included in this Amendment have also been revised to distinguish exhibits that reflect omissions pursuant to confidential treatment orders previously granted by the Staff and omissions made in accordance with the New CT Rules.
Except for the revised Exhibits, this Amendment does not amend, update or restate any other items or sections of the Annual Report and does not reflect events occurring after the original filing date of the Annual Report.
In connection with the filing of this Amendment, the Company is including certifications of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Rule13a-14(a) or Rule15d-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| ITEM 19. | EXHIBITS |
The following exhibits are filed as part of this Annual Report:
Exhibit | Description of Exhibit | Schedule/ | File Number | Exhibit | File Date | |||||
| 1.1# | By-laws (status) of the registrant (English translation) | 20-F | 001-36891 | 1.1 | March 12, 2019 | |||||
| 2.1# | Form of Deposit Agreement | F-1 | 333-202205 | 4.1 | March 10, 2015 | |||||
| 2.2# | Form of American Depositary Receipt (included in Exhibit 2.1) | F-1 | 333-202205 | Included in 4.1 | March 10, 2015 | |||||
| 4.1# | Patent License Agreement#C-00061901 between L’Institut Pasteur and Cellectis S.A., dated June 19, 2000 (English translation) | 20-F | 001-36891 | 4.1 | March 12, 2019 | |||||
| 4.1.1# | Amendment No. 1 to Patent License Agreement#C-00061901 between L’Institut Pasteur and Cellectis S.A., dated December 20, 2002 (English translation) | 20-F | 001-36891 | 4.1.1 | March 12, 2019 | |||||
| 4.1.2# | Amendment No. 2 to Patent License Agreement#C-00061901 between L’Institut Pasteur and Cellectis S.A., dated September 8, 2003 (English translation) | 20-F | 001-36891 | 4.1.2 | March 12, 2019 | |||||
| 4.1.3# | Amendment No. 3 to Patent License Agreement#C-00061901 between L’Institut Pasteur and Cellectis S.A., dated February 26, 2008 | F-1 | 333-202205 | 10.1.3 | March 12, 2015 | |||||
| 4.1.4# | Amendment No. 4 to Patent License Agreement#C-00061901 between L’Institut Pasteur and Cellectis S.A., dated April 11, 2013 (English translation) | F-1 | 333-202205 | 10.1.4 | March 12, 2015 | |||||
| 4.2# | Patent License Agreement#C-00061906 between L’Institut Pasteur and Cellectis S.A., dated October 19, 2000 (English translation) | 20-F | 001-36891 | 4.2 | March 12, 2019 | |||||
| 4.2.1# | Amendment No. 1 to Patent License Agreement#C-00061906 between L’Institut Pasteur and Cellectis S.A., dated September 8, 2003 (English translation) | 20-F | 001-36891 | 4.2.1 | March 12, 2019 | |||||
| 4.2.2# | Amendment No. 2 to Patent License Agreement#C-00061906 between L’Institut Pasteur and Cellectis S.A., dated June 24, 2004 (English translation) | 20-F | 001-36891 | 4.2.2 | March 12, 2019 | |||||
| 4.2.3# | Amendment No. 3 to Patent License Agreement#C-00061906 between L’Institut Pasteur and Cellectis S.A., dated August 24, 2005 (English translation) | 20-F | 001-36891 | 4.2.3 | March 12, 2019 | |||||
| 4.2.4# | Amendment No. 4 to Patent License Agreement#C-00061906 between L’Institut Pasteur and Cellectis S.A., dated December 27, 2007 (English translation) | 20-F | 001-36891 | 4.2.4 | March 12, 2019 | |||||
Exhibit | Description of Exhibit | Schedule/ | File Number | Exhibit | File Date | |||||
| 4.3# | Patent License Agreement#C-00061905 between L’Institut Pasteur and Cellectis S.A., dated June 19, 2000 (English translation) | 20-F | 001-36891 | 4.3 | March 12, 2019 | |||||
| 4.3.1# | Amendment No. 1 to Patent License Agreement#C-00061905 between L’Institut Pasteur and Cellectis S.A., dated September 8, 2003 (English translation) | 20-F | 001-36891 | 4.3.1 | March 12, 2019 | |||||
| 4.4 | [Reserved] | |||||||||
| 4.4.1 | [Reserved] | |||||||||
| 4.5 | [Reserved] | |||||||||
| 4.5.1 | [Reserved] | |||||||||
| 4.6#* | Exclusive Patent License Agreement between Regents of the University of Minnesota and Cellectis S.A., dated January 10, 2011 | F-1 | 333-202205 | 10.6 | March 12, 2015 | |||||
| 4.6.1#* | First Amendment to the Exclusive Patent License Agreement between Regents of the University of Minnesota and Cellectis S.A., dated May 24, 2012 | F-1 | 333-202205 | 10.6.1 | March 12, 2015 | |||||
| 4.6.2#* | Second Amendment to the Exclusive Patent License Agreement between Regents of the University of Minnesota and Cellectis S.A., dated May 27, 2014 | F-1 | 333-202205 | 10.6.2 | March 12, 2015 | |||||
| 4.6.3#* | Third Amendment to the Exclusive Patent License Agreement between Regents of the University of Minnesota and Cellectis S.A., dated December 16, 2015 | 20-F | 001-36891 | 4.6.3 | March 13, 2018 | |||||
| 4.7# | Patent & Technology License Agreement between Ohio State Innovation Foundation and Cellectis S.A., dated October 23, 2014 | 20-F | 001-36891 | 4.7 | March 12, 2019 | |||||
| 4.8# | Warrants Issue Agreement between Cellectis S.A. and Kepler Capital Markets SA, dated December 20, 2012 (English translation) | F-1 | 333-202205 | 10.8 | March 10, 2015 | |||||
| 4.8.1# | First Amendment to Warrants Issue Agreement between Cellectis S.A. and Kepler Capital Markets SA, dated June 6, 2013 (English translation) | F-1 | 333-202205 | 10.8.1 | March 10, 2015 | |||||
| 4.8.2# | Second Amendment to Warrants Issue Agreement between Cellectis S.A. and Kepler Capital Markets SA, dated October 7, 2013 (English translation) | F-1 | 333-202205 | 10.8.2 | March 10, 2015 | |||||
| 4.9# | Warrant Agreement between Cellectis S.A. and Trout Capital LLC, dated March 24, 2014 | F-1 | 333-202205 | 10.9 | March 10, 2015 | |||||
| 4.10†# | Change of Control Plan, effective as of September 4, 2014 (English translation) | F-1 | 333-202205 | 10.10 | March 10, 2015 | |||||
Exhibit | Description of Exhibit | Schedule/ | File Number | Exhibit | File Date | |||||
| 4.11†# | Summary of BSA Plan | F-1 | 333-202205 | 10.11 | March 10, 2015 | |||||
| 4.12†# | Summary of BSPCE Plan | F-1 | 333-202205 | 10.12 | March 10, 2015 | |||||
| 4.13†# | 2012 Free Share Plan | F-1 | 333-202205 | 10.13 | March 10, 2015 | |||||
| 4.14†# | 2013 Free Share Plan | F-1 | 333-202205 | 10.14 | March 10, 2015 | |||||
| 4.15†# | 2014 Free Share Plan | F-1 | 333-202205 | 10.15 | March 10, 2015 | |||||
| 4.16†# | 2015 Free Share Plan | 20-F | 001-36891 | 4.16 | March 21, 2016 | |||||
| 4.17†# | 2015 Stock Option Plan | 20-F | 001-36891 | 4.17 | March 21, 2016 | |||||
| 4.18†# | 2016 Stock Option Plan | S-8 | 333-214884 | 99.1 | December 2, 2016 | |||||
| 4.19†# | 2017 Stock Option Plan | S-8 | 333-222482 | 99.1 | January 9, 2018 | |||||
| 4.20†# | Summary of BSA Plan | S-8 | 333-222482 | 99.2 | January 9, 2018 | |||||
| 4.21†# | Free Share 2018 Plan | S-8 POS | 333-222482 | 99.3 | April 13, 2018 | |||||
| 4.22†# | 2018 Stock Option Plan | S-8 | 333-227717 | 99.1 | October 5, 2018 | |||||
| 4.23†# | Summary of BSA Plan | S-8 | 333-227717 | 99.2 | October 5, 2018 | |||||
| 4.24†# | Second Free Share 2018 Plan | S-8 | 333-227717 | 99.3 | October 5, 2018 | |||||
| 4.25** | License Agreement Between Allogene Therapeutics, Inc. and Cellectis S.A. dated March 8, 2019 | Filed herewith | ||||||||
| 4.26** | License, Development and Commercialization Agreement between Les Laboratoires Servier and Cellectis S.A. dated March 6, 2019 | Filed herewith | ||||||||
| 4.27# | Management Services Agreement between Cellectis S.A., Cellectis, Inc. and Calyxt, Inc. dated as of January 1, 2016 | 20-F | 001-36891 | 4.27 | March 12, 2019 | |||||
| 4.28# | Management Services Agreement Amendment dated July 25, 2017 between Cellectis S.A. and Calyxt, Inc. | 20-F | 001-36891 | 4.28 | March 12, 2019 | |||||
| 4.29# | Separation Agreement dated July 25, 2017 between Cellectis S.A. and Calyxt, Inc. | 20-F | 001-36891 | 4.29 | March 12, 2019 | |||||
| 4.30# | Stockholders Agreement dated July 25, 2017 between Cellectis S.A. and Calyxt, Inc. | 20-F | 001-36891 | 4.30 | March 12, 2019 | |||||
| 4.31# | License Agreement dated July 25, 2017 between Cellectis S.A. and Calyxt, Inc. | 20-F | 001-36891 | 4.31 | March 12, 2019 | |||||
Exhibit | Description of Exhibit | Schedule/ | File Number | Exhibit | File Date | |||||
| 8.1# | List of subsidiaries of the registrant | 20-F | 001-36891 | 8.1 | March 12, 2019 | |||||
| 12.1 | Certificate of Principal Executive Officer pursuant to Securities Exchange Act Rules13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||||
| 12.2 | Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules13a-14(a) and15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||||
| 13.1# | Certification by the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 20-F | 001-36891 | 13.1 | March 12, 2019 | |||||
| 13.2# | Certification by the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 20-F | 001-36891 | 13.2 | March 12, 2019 | |||||
| 15.1# | Consent of Ernst & Young et Autres | 20-F | 001-36891 | 15.1 | March 12, 2019 | |||||
| † | Indicates a management contract or any compensatory plan, contract or arrangement. |
| # | Indicates a document previously filed with the Commission. |
| * | Confidential treatment has been granted with respect to certain portions of this exhibit (indicated by asterisks). Omitted portions have been filed separately with the Securities and Exchange Commission. |
| ** | Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the Securities and Exchange Commission. |
EXHIBIT INDEX
The following exhibits are filed as part of this Annual Report:
| † | Indicates a management contract or any compensatory plan, contract or arrangement. |
| # | Indicates a document previously filed with the Commission. |
| * | Confidential treatment has been granted with respect to certain portions of this exhibit (indicated by asterisks). Omitted portions have been filed separately with the Securities and Exchange Commission. |
| ** | Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the Securities and Exchange Commission. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| CELLECTIS S.A. | ||
| /s/ André Choulika | ||
| By: | André Choulika | |
| Title: | Chairman and Chief Executive Officer | |
Date: April 25, 2019
