On December 14, 2020 Cellectis S.A. (Paris:ALCLS) (NASDAQ:CLLS) (NASDAQ: CLLS – EURONEXT GROWTH: ALCLS), a clinical-stage biopharmaceutical company focused on developing immunotherapies based on gene-edited allogeneic CAR T-cells, reported the launch, subject to market conditions, of an underwritten public offering of $100 million of its American Depositary Shares ("ADS"), each representing one ordinary share of Cellectis (Press release, Cellectis, DEC 14, 2020, View Source [SID1234572812]). In connection with the offering, Cellectis expects to grant the underwriters a 30-day option to purchase up to an additional 15% of the aggregate offering size on the same terms and conditions.
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Citigroup, Jefferies and Barclays are acting as joint book-running managers for the offering. In addition, William Blair is acting as lead manager and Kempen & Co is acting as co-manager for the offering.
The price in dollars at which ADSs will be sold in the proposed offering, as well as the final number of ADSs will be determined by the board of directors following a bookbuilding process commencing immediately and will not be less than the volume weighted-average of the trading prices of the Company’s ordinary shares on the Euronext Growth Paris over the three trading days prior to pricing of the offering, subject to a maximum discount of 20%. The new ordinary shares underlying the ADSs will be issued through a capital increase without shareholders’ pre-emptive rights under the provisions of Article L. 225-136 of the French Commercial Code and in accordance with the delegations granted pursuant to the Resolutions 18 adopted at the combined meeting of the Company’s shareholders (Assemblée Générale Mixte) held on June 29, 2020.
The Company plans to use the net proceeds of the offering, as follows: approximately $25 million to fund the advancement of one additional UCART product candidate, approximately $20 million to pursue new human therapeutics approaches based on Cellectis’ proprietary gene editing technology outside of oncology, approximately $25 million to fund more activities in Cellectis’ proprietary state-of-the-art manufacturing facility in Raleigh, North Carolina; and the remainder for working capital and other general corporate purposes. Based on the planned use of proceeds from this offering, Cellectis believes that its cash and cash equivalents and cash flow from operations (including payments it expects to receive pursuant to collaboration agreements) as well as government funding of research programs, will be sufficient to fund Cellectis’ operations into 2023.
A shelf registration statement on Form F-3 (including a prospectus) relating to Cellectis’ American Depositary Shares was filed with the Securities and Exchange Commission (the "SEC") and has become effective. Before purchasing American Depositary Shares in the offering, you should read the preliminary prospectus supplement and the accompanying prospectus, together with the documents incorporated by reference therein. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, a copy of the preliminary prospectus supplement (and accompanying prospectus) relating to the offering may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146; Jefferies LLC, 520 Madison Avenue, New York, NY 10022 or by telephone at (877) 821-7388 or by email at [email protected]; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone (888) 603-5847 or by email at [email protected].
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. In particular, no public offering of the ADSs will be made in Europe.