重大事件
外國發行人報告
6-K
2026-08-06
Cellectis公布2026上半年業績 收入跌至1445萬美元 淨虧損收窄至3958萬
AI 繁中摘要
Cellectis S.A. 發布 2026 財政年度上半年未經審計中期業績（6-K 表格）📊
法國臨床階段生物科技公司 Cellectis（巴黎/美國上市）公布截至 2026 年 6 月 30 日止六個月的中期財務報告，並以 6-K 表格提交予美國證交會。
💡 業績重點（未經審計，以美元列賬）：
- 總收入及其他收益為 1,445 萬美元，較去年同期的 3,022 萬美元大幅下跌，主要由於與阿斯利康（AstraZeneca）合作研究計劃的活動水平下降，相關收入確認由 2,687 萬美元減至 1,067 萬美元。
- 研發開支增至 5,217 萬美元（去年同期：4,501 萬美元），主要反映臨床開發成本上升（尤其 BALLI-01 及 NATHALI-01 研究）及以股份為基礎的酬金開支增加。
- 經營虧損擴大至 4,869 萬美元（去年同期：2,377 萬美元）。
- 期內淨虧損為 3,958 萬美元，每股虧損 0.39 美元；對比去年同期淨虧損 4,186 萬美元，每股虧損 0.42 美元，虧損幅度略見收窄。
- 金融項目淨收益為 917 萬美元（去年同期為淨虧損 1,810 萬美元），主要受惠於美元兌歐元升值帶動的外匯收益，以及歐洲投資銀行認股權證公平值變動收益。
💰 財務狀況：
- 截至 2026 年 6 月 30 日，現金及現金等價物為 3,559 萬美元，另加 1.313 億美元的定期存款（分類為流動金融資產），合共流動資金約 1.668 億美元。
- 管理層表示，現有現金資源足以支持公司營運至少未來十二個月（即直至 2027 年中期）。
🔬 業務進展：
- 公司繼續推進其同種異體 CAR T 細胞免疫腫瘤產品管線，重點包括 BALLI-01 及 NATHALI-01 臨床研究。
- 與阿斯利康的合作協議（AZ JRCA）繼續為收入主要來源，雙方合作開發最多 10 種新型細胞及基因治療候選產品；2025 年 11 月已修訂里程碑付款結構，每項候選產品的潛在總額上調至最高 2.53 億美元。
📉 對投資者的潛在影響：
雖然期內虧損按年略為收窄，但收入顯著下滑，且研發開支持續增加，反映公司仍處於高投入的臨床開發階段。流動資金充裕，足以支持未來十二個月的營運，短期財務風險可控。投資者應留意臨床試驗進度、監管審批結果以及阿斯利康合作項目的里程碑達成情況，這些均為影響股價的關鍵因素。
（此摘要僅供參考，並不構成投資建議。投資者應參閱英文原文申報文件以獲取完整資訊。）
展開英文正文
EX-99.1
2
clls-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
PRELIMINARY NOTE
The unaudited condensed Consolidated Financial Statements for the six-month period ended June 30, 2026, included herein, have been prepared in accordance with International Accounting Standard 34 (“IAS 34”)– Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements are presented in U.S. dollars. All references in this interim report to “$” and “U.S. dollars” mean U.S. dollars and all references to “€” and “euros” mean euros, unless otherwise noted.
This interim report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act. All statements other than present and historical facts and conditions contained in this interim report, including statements regarding our future results of operations and financial position, business strategy, plans and our objectives for future operations, are forward-looking statements. When used in this interim report, the words “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “is designed to,” “may,” “might,” “plan,” “potential,” “predict,” “objective,” “should,” or the negative of these and similar expressions identify forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties and are made in light of information currently available to us. Actual results, performance or events may differ materially from those projected in any forward-looking statement. Many important factors may adversely affect such forward-looking statements and cause actual results to differ from those in any forward-looking statement, including, without limitation, inconclusive clinical trial results or clinical trials failing to achieve one or more endpoints; early data not being repeated in ongoing or future clinical trials; promising preclinical data not yielding positive clinical results; failures to secure required regulatory approvals; regulatory developments in the United States and European Union and its member countries, and other countries; disruptions from failures by third-parties on whom we rely in connection with our clinical trials; delays or negative determinations by regulatory authorities; changes or increases in oversight and regulation; increased competition, including within the hemato-oncology field, which may affect our assessment of the relative strategic priority of our various research and development programs; manufacturing delays or problems; inability to achieve enrollment targets; disagreements with our collaboration partners or failures of collaboration partners to pursue product candidates; legal challenges, including product liability claims or intellectual property disputes or disputes with respect to a licensing agreement; any failure to achieve potential benefits or our licensing agreements with licensees or to enter into future arrangements; the ability and willingness of licensees to actively pursue development activities under our collaboration agreements; commercialization factors, including regulatory approval and pricing determinations; disruptions to access to raw materials or starting material; delays or disruptions at our in-house manufacturing facilities; proliferation and continuous evolution of new technologies; capital resource constraints; the rate and degree of market acceptance of, and demand for, our product candidates; dislocations in the capital markets; our ability to attract and retain key scientific and management personnel; and other important factors described under “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in our Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2026 (the “Annual Report”) and under “Risk Factors” in the interim reports that we file with the SEC. As a result of these factors, we cannot assure you that the forward-looking statements in this interim report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
We own various trademark registrations and applications, and unregistered trademarks and service marks, including Cellectis®, TALEN® and our corporate logos, and all such trademarks and service marks appearing in this interim report are the property of Cellectis. All other trade names, trademarks and service marks of other companies appearing in this interim report are the property of their respective holders. Solely for convenience, the trademarks and trade names in this interim report may be referred to without the ® and ™ symbols, but such references, or the failure of such symbols to appear, should not be construed as any indication that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
As used in this interim report, the terms “Cellectis,” “we,” “our,” “us,” and “the Company” refer to Cellectis S.A. and its subsidiaries, taken as a whole, unless the context otherwise requires. References to “Calyxt” refer to Calyxt, Inc. (renamed Cibus, Inc,. as of May 31, 2023) and its subsidiaries, taken as a whole.
1
PART I – FINANCIAL INFORMATION
3
Item 1.
Interim Condensed Consolidated Financial Statements (Unaudited)
3
Item 2.
Management’s Discussion & Analysis of Financial Condition and Results of Operations
40
Item 3.
Quantitative and Qualitative Disclosures About Market Risks
47
Item 4.
Controls and Procedures
47
PART II – OTHER INFORMATION
48
Item 1.
Legal Proceedings
48
Item 1A.
Risk Factors
48
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
48
Item 3.
Default Upon Senior Securities
48
Item 4.
Mine Safety Disclosures
48
Item 5.
Other Information
48
Item 6.
Exhibits
48
2
PART I – FINANCIAL INFORMATION
Item 1. Unaudited Interim Condensed Consolidated Financial Statements
Cellectis S.A.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CONSOLIDATED FINANCIAL POSITION
$ in thousands
As of
Notes
December 31, 2025
June 30, 2026
ASSETS
Non-current assets
Intangible assets
535
1,117
Property, plant and equipment
7
38,788
34,797
Right-of-use assets
6
23,658
19,196
Non-current financial assets
8
5,088
4,723
Other non-current assets
8
20,025
22,734
Deferred tax assets
382
382
Total non-current assets
88,476
82,949
Current assets
Trade receivables
9.1
14,398
5,075
Subsidies receivables
9.2
7,800
7,525
Other current assets
9.3
5,383
4,970
Current financial assets
11.1
147,130
131,257
Cash and cash equivalents
11.2
61,533
35,590
Total current assets
236,244
184,417
TOTAL ASSETS
324,720
267,365
LIABILITIES
Shareholders’ equity
Share capital
15
5,903
5,924
Premiums related to the share capital
15
437,445
371,749
Currency translation adjustment
(33,316
)
(32,679
)
Retained earnings (deficit)
(266,538
)
(264,344
)
Net income (loss)
(67,593
)
(39,584
)
Total shareholders’ equity
75,901
41,067
Non-current liabilities
Non-current financial liabilities
12
74,013
66,185
Non-current lease debts
12
27,725
23,823
Non-current provisions
18
1,329
1,332
Total non-current liabilities
103,067
91,340
Current liabilities
Current financial liabilities
12
10,460
7,500
Current lease debts
12
7,701
6,774
Trade payables
17,277
18,202
Deferred income and contract liabilities
14
96,803
90,918
Current provisions
18
1,169
917
Other current liabilities
13
12,342
10,647
Total current liabilities
145,752
134,958
TOTAL LIABILITIES
248,819
226,299
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
324,720
267,365
The accompanying notes form an integral part of these unaudited Interim Condensed Consolidated Financial Statements
3
Cellectis S.A.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONSFor the six-month period ended June 30,
$ in thousands, except share and per share amounts
For the six-month period ended June 30,
Notes
2025
2026
Revenues and other income
Revenues
4.1
27,380
11,006
Other income
4.1
2,842
3,446
Total revenues and other income
30,222
14,452
Operating expenses
Research and development expenses
4.2
(45,012
)
(52,165
)
Selling, general and administrative expenses
4.2
(9,780
)
(11,329
)
Other operating income
4.2
804
353
Total operating expenses and other operating income
(53,988
)
(63,140
)
Operating loss
(23,766
)
(48,688
)
Financial income
4.3
11,578
16,568
Financial expenses
4.3
(29,675
)
(7,392
)
Net Financial gain (loss)
(18,098
)
9,176
Income tax
4.4
-
(72
)
Net loss
(41,863
)
(39,584
)
Basic / Diluted net loss per share attributable to shareholders of Cellectis
17
Basic and diluted net loss per share attributable to shareholders of Cellectis ($ /share)
(0.42
)
(0.39
)
Number of shares used for computing
Basic and diluted
100,231,292
100,587,696
UNAUDITED INTERIM CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
For the six-month period ended June 30,
$ in thousand
For the six-month period ended June 30,
2025
2026
Net loss
(41,863
)
(39,584
)
Actuarial gains (losses)
31
(45
)
Currency translation adjustment generated by the parent company
15,184
(1,912
)
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations
15,215
(1,957
)
Currency translation adjustment
(9,532
)
2,549
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations
(9,532
)
2,549
Total other comprehensive income
5,683
592
Total Comprehensive loss
(36,180
)
(38,992
)
The accompanying notes form an integral part of these unaudited Interim Condensed Consolidated Financial Statements
4
Cellectis S.A.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONSFor the three-month period ended June 30,
$ in thousands, except share and per share amounts
For the three-month period ended June 30,
Notes
2025
2026
Revenues and other income
Revenues
4.1
16,725
5,229
Other income
4.1
1,469
1,675
Total revenues and other income
18,193
6,904
Operating expenses
Research and development expenses
4.2
(23,080
)
(24,976
)
Selling, general and administrative expenses
4.2
(5,078
)
(5,739
)
Other operating income
378
290
Total operating expenses and other operating income
(27,779
)
(30,425
)
Operating loss
(9,586
)
(23,521
)
Financial income
4.4
5,545
4,739
Financial expenses
4.4
(19,695
)
(3,011
)
Net Financial gain (loss)
(14,150
)
1,727
Income tax
-
(25
)
Net loss
(23,736
)
(21,819
)
Basic / Diluted net loss per share attributable to shareholders of Cellectis
17
Basic and diluted net loss per share attributable to shareholders of Cellectis ($ /share)
(0.24
)
(0.22
)
Number of shares used for computing
Basic and diluted
100,305,204
100,647,451
UNAUDITED INTERIM CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
For the three-month period ended June 30,
$ in thousand
For the three-month period ended June 30,
2025
2026
Net income (loss)
(23,736
)
(21,819
)
Actuarial gains and losses
(26
)
(17
)
Currency translation adjustment generated by the parent company
9,867
(226
)
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations
9,842
(243
)
Currency translation adjustment
(6,481
)
745
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations
(6,481
)
745
Total other comprehensive income (loss)
3,361
502
Total Comprehensive income (loss)
(20,375
)
(21,317
)
The accompanying notes form an integral part of these unaudited Interim Condensed Consolidated Financial Statements
5
Cellectis S.A.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
$ in thousands
We present our statements of consolidated cash flows using the indirect method:
For the six-month period ended June 30,
Notes
2025
2026
Cash flows from operating activities
Net loss for the period
(41,863
)
(39,584
)
Adjustment to reconcile net loss to cash used in operating activities
Adjustments for
Amortization and depreciation
4.2
9,948
8,947
Net loss (income) on disposals
1
(5
)
Net financial loss (gain)
4.3
18,098
(9,176
)
Income tax
-
72
Expenses related to share-based payments
16
2,258
3,952
Provisions
(1
)
(248
)
Other non-cash items
(2,371
)
-
Realized foreign exchange gain (loss) related to operating activities
1,037
(749
)
Operating cash flows before change in working capital
(12,895
)
(36,790
)
Decrease (increase) in trade receivables and other current assets
9
(2,113
)
8,198
Increase in subsidies and tax receivables
(2,842
)
(3,446
)
Decrease in trade payables and other current liabilities
(6,266
)
(23
)
Decrease in deferred revenues and contract liabilities
14
(12,264
)
(3,023
)
Change in working capital
(23,485
)
1,706
Interest received
8,910
4,874
Income tax received (paid)
-
516
Net cash used in operating activities
(27,470
)
(29,694
)
Cash flows from investing activities
Acquisition of property, plant and equipment
7
(700
)
(518
)
Proceeds from the repayment of other investments
-
178
Proceeds from the sales of non-current financial assets
159
0
Proceeds from the sale of current financial assets
11
101,222
118,765
Acquisition of non-current financial assets
(28,573
)
-
Acquisition of current financial assets
11
(120,603
)
(105,878
)
Net cash from (used in) investing activities
(48,494
)
12,547
Cash flows from financing activities
Proceeds from the issuance of share capital and other equity instruments after deduction of transaction costs
15
-
204
Repayments of financial liabilities
12
(2,598
)
(2,783
)
Interest paid on financial debts
12
(344
)
(176
)
Payments on lease debts
12
(5,419
)
(5,398
)
Net cash used in financing activities
(8,361
)
(8,152
)
Decrease in cash and cash equivalents
(84,325
)
(25,299
)
-
Cash and cash equivalents at the beginning of the year
143,251
61,533
Effects of exchange rate changes on cash and cash equivalents
883
(644
)
Cash and cash equivalents at the end of the period
11
59,809
35,590
The accompanying notes form an integral part of these unaudited Interim Condensed Consolidated Financial Statements
6
Cellectis S.A.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY
$ in thousands, except share data
Share Capital
Notes
Number of ordinary shares
Number of preferred shares
Amount
Premiums related to share capital
Currency translation adjustment
Retained earnings (deficit)
Income (Loss)
TotalShareholders’Equity
As of January 1, 2025
72,093,873
28,000,000
5,889
494,288
(39,537
)
(292,846
)
(36,761
)
131,033
Net Income (loss)
-
-
-
-
-
-
(41,863
)
(41,863
)
Other comprehensive income (loss)
-
-
-
-
5,652
31
-
5,683
Total comprehensive income (loss)
-
-
-
-
5,652
31
(41,863
)
(36,180
)
Allocation of prior period loss (2)
-
-
-
(62,999
)
-
26,239
36,761
-
Exercise of share warrants, employee warrants, stock-options and vesting of free-shares
15
231,356
-
13
3
-
(15
)
-
-
Non-cash stock-based compensation expense
16
-
-
-
2,258
-
-
-
2,258
As of June 30, 2025
72,325,229
28,000,000
5,902
433,549
(33,885
)
(266,592
)
(41,863
)
97,111
As of January 1, 2026
72,339,441
28,000,000
5,903
437,445
(33,316
)
(266,538
)
(67,593
)
75,901
Net Income (loss)
-
-
-
-
-
-
(39,584
)
(39,584
)
Other comprehensive income (loss)
-
-
-
-
638
(45
)
-
592
Total comprehensive income (loss)
-
-
-
-
638
(45
)
(39,584
)
(38,992
)
Allocation of prior period loss (1)
-
-
-
(69,847
)
-
2,254
67,593
-
Exercise of share warrants, employee warrants, stock-options and vesting of free-shares
15
358,717
-
21
198
-
(15
)
-
204
Non-cash stock-based compensation expense
16
-
-
-
3,952
-
-
-
3,952
As of June 30, 2026
72,698,158
28,000,000
5,924
371,749
(32,679
)
(264,344
)
(39,584
)
41,066
(1) The standalone statutory loss for the year ended December 31, 2025 of the parent company was allocated to premiums related to share capital for 61.8 million euros or approximately 69.8 million U.S. dollars following the decision of the Annual General Meeting of shareholders which took place on June 25, 2026. The difference between this standalone statutory loss of the parent company and the consolidated net loss was allocated to retained deficit for $2.3 million.
(2) The standalone statutory loss for the year ended December 31, 2024 of the parent company was allocated to premiums related to share capital for 58.2 million euros or approximately $63.0 million following the decision of the Annual General Meeting of shareholders which took place on June 26, 2025. The difference between this standalone statutory loss of the parent company and the consolidated net loss was allocated to retained deficit for $26.2 million.
The accompanying notes form an integral part of these unaudited Interim Condensed Consolidated Financial Statements.
9
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
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 therapy 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 our gene-editing technologies to develop gene therapy product candidates in other therapeutic indications. The relative emphasis we place on our programs and product candidates may evolve from time-to-time in light of a variety of factors.
Cellectis S.A., Cellectis, Inc., Cellectis Biologics, Inc., as a consolidated group of companies, are sometimes referred to as the “Group.”
Note 2. Accounting principles
2.1 Basis for preparation
The Unaudited Interim Condensed Consolidated Financial Statements of Cellectis as of, and for the six-month period ended June 30, 2026 were approved by our Board of Directors on August 6, 2026.
The Interim Condensed Consolidated Financial Statements are presented in thousands of U.S. dollars. See Note 2.2.
These Interim Condensed Consolidated Financial Statements for the six months ended June 30, 2026 have been prepared in accordance with IAS 34 Interim Financial Reporting, and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended December 31, 2025 ("last annual financial statements"). They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Accounting Standards. However selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.
The Interim Condensed Consolidated Financial Statements as of and for the six-month period ended June 30, 2026 have been prepared using the same accounting policies and methods as those applied for the year ended December 31, 2025, except as described below related to the new or amended accounting standards applied.
The Group presents its operations as one reportable segment corresponding to the Therapeutics segment.
Application of new or amended accounting standards or new amendments
The following pronouncements and related amendments have been adopted by us from January 1, 2026 but had no significant impact on the Interim Condensed Consolidated Financial Statements:
•Amendments to IFRS 9 and IFRS 7 regarding Contracts Referencing Nature-dependent Electricity (effective for the accounting periods beginning on or after January 1, 2026)
•Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7
10
Financial Instruments: Disclosures (effective for the accounting periods beginning on or after January 1, 2026).
•Annual Improvements to IFRS Accounting Standards (effective January 1, 2026)
Accounting standards, interpretations and amendments issued but not yet effective
The following pronouncements and related amendments are applicable for periods beginning after January 1, 2026, as specified below. The Group has not early adopted the following new or amended accounting standards in preparing these consolidated financial statements.
•IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after 1 January 2027. The new accounting standard introduces the following key new requirements.
Entities are required to classify all income and expenses into five categories in the statement of consolidated operations, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities’ net profit will not change.
Management-defined performance measures (MPMs) are to be disclosed in a single note in the financial statements.
In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.
The Group is still in the process of assessing the impact of the new accounting standard, particularly with respect to the structure of the Group’s statement of consolidated operations, the statement of consolidated cash flows and the additional disclosures required for MPMs. The Group is also assessing the impact on how information is grouped in the financial statements, including for items currently labelled as ‘other’.
•Other accounting standards
The following new and amended accounting standards are not expected to have significant impact on the Group's consolidated financial statements:
- IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued in April 2024 and effective for accounting periods beginning on or after January 1, 2027)
- Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates (effective for accounting periods beginning on or after January 1, 2027)
- Amendments to IAS 28 Investments in Associates and Joint Ventures (effective for accounting periods beginning on or after January 1, 2027)
- IFRS 20 Regulatory Assets and Regulatory Liabilities (effective for accounting periods beginning on or after January 1, 2029)
Going concern
The Interim Condensed Consolidated Financial Statements were prepared on a going concern basis.
With cash and cash equivalents of $35.6 million and fixed-term bank deposits of $131.1 million as of June 30, 2026 (classified as a current financial asset), the Company believes its cash and cash equivalents, together with such fixed-term deposits will be sufficient to fund its operations for at least twelve months following the date the unaudited interim condensed consolidated financial statements' were approved by our Board of Directors.
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 risks and 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 choose to revise our strategy to extend our cash runway.
11
2.2 Currency of the financial statements
The Interim Condensed 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.
2.3 Accounting treatment of transactions with AstraZeneca
We present below the accounting treatment applied in the Interim Condensed Consolidated Financial Statements of Cellectis as of and for the six-month period ended June 30, 2026 concerning the collaboration and investment agreements entered into with AstraZeneca Holdings B.V. ("AZ Holdings") and AstraZeneca Ireland Limited ("AZ Ireland") and, together with AZ Holdings and their respective affiliates, "AstraZeneca". The purpose of this note is to bring together information on these transactions and their accounting treatment in the Group's financial statements. It is supplemented by information on the specific financial statement items impacted by these transactions in the notes to the financial statements dedicated to these items hereafter.
On November 1, 2023, Cellectis and AstraZeneca entered into a Joint Research and Collaboration Agreement (the “AZ JRCA”) and an Initial Investment Agreement ("IIA"). Pursuant to the AZ JRCA, AZ Ireland and Cellectis agreed to collaborate to develop up to 10 novel cell and gene therapy candidate products, selected from a larger pool of potential targets identified by AZ Ireland, for human therapeutic, prophylactic, palliative, and analgesic purposes. Each party is responsible for performing research and development activities based on research plans (each a "Research Plan") to be agreed upon throughout the initial five-year collaboration term under the AZ JRCA.
Pursuant to the IIA, on November 6, 2023, AZ Holdings made an initial equity investment of $80 million in Cellectis by subscribing to 16,000,000 ordinary shares at a price of $5.00 per share (the “Initial Investment”). On November 14, 2023, Cellectis and AZ Holdings signed the SIA for an additional equity investment of $140 million ("the Subsequent Investment") by AZ Holdings that was completed on May 3, 2024. The additional investment was made by way of subscription of 10,000,000 “class A” convertible preferred shares and 18,000,000 “class B” convertible preferred shares, in each case at a price of $5.00 per share. Both classes of preferred shares benefit from a liquidation preference and are convertible into ordinary shares with the same rights as the outstanding ordinary shares on a one-for-one basis.
Interdependence of the Initial Investment Agreement and the Subsequent Investment Agreement with the AZ JRCA
The IIA and the AZ JRCA were both signed on November 1, 2023, and the SIA was subsequently signed on November 14, 2023. The IIA, SIA and AZ JRCA were negotiated concurrently, and the execution of the IIA was a condition to the signing of the AZ JRCA. In addition, for both the IIA and the SIA, the price per share pursuant to such agreements was set at a level significantly higher than the quoted market price for the Company’s ordinary shares at their respective signing dates.
Considering all these factors, we concluded that in accordance with IFRS Accounting Standards and for accounting purposes only, the IIA, SIA and AZ JRCA are accounted for as a single transaction as they were not negotiated based upon independently based market conditions.
Therefore, in accordance with applicable accounting standards, we allocated a portion of the proceeds received from AZ Holdings under the IIA and the initial fair value of the derivative recognized for the SIA to the AZ JRCA as additional consideration for the services to be rendered under the AZ JRCA, which is recorded as deferred revenue.
To estimate the portion of the share purchase price that exceeds fair value, we first assessed the fair value of both investment agreements at the date of initial recognition (i.e., on November 1, 2023 for the IIA and on November 14, 2023 for the SIA) and allocated to the AZ JRCA a portion of the share purchase proceeds equal to the difference between this initial fair value determination and the transaction price, i.e. the proceeds. As the proceeds from the SIA were zero at inception on November 14, 2023, the initial fair value of the SIA is allocated in full to the AZ JRCA.
The fair value of the IIA at the initial recognition date was determined on the basis of Cellectis' share price at the date of signature, and amounted to $44.3 million (for more details refer to the Consolidated Financial statements as of December 31, 2025). The initial
12
fair value of the SIA was estimated to be $48.4 million (for valuation method details and parameters refer to the Consolidated Financial statements as of December 31, 2025).
In accordance with applicable IFRS standards, we allocated $35.7 million of the proceeds received from the sale of ordinary shares pursuant to the IIA to the AZ JRCA and $48.4 million, representing the fair value of the derivative pursuant to the SIA to the AZ JRCA.
As the additional consideration is fixed from the inception of the IIA and SIA, it is reflected in the AZ JRCA transaction price from inception and initially recorded as deferred revenue totaling $84.1 million. The corresponding income will be recognized as revenue in profit and loss, in accordance with the characteristics of AZ JRCA performance obligations, when satisfied.
Accounting treatment of the Subsequent Investment Agreement
At the signing date of the SIA, the closing of this additional equity investment was subject to the fulfillment of several preceding conditions. This contract met all derivatives criteria and was recognized according to the principles of IFRS 9, under which the derivative instrument was recognized at its fair value with any subsequent change of fair value recognized in profit and loss. On May 3, 2024, the cash received following the additional investment has been recognized on the balance sheet, the derivative has been derecognized, and any difference between the cash received and the fair value of the derivative at closing date has been recognized against share premium and share capital.
At initial recognition, the fair-value of the derivative was $48.4 million. The fair value of this instrument was remeasured on December 31, 2023 and on May 3, 2024 and respectively amounted to $42.7 million and $57.0 million (for details refer to the Consolidated Financial statements as of December 31, 2024). The difference in fair value measurement of $14.3 million between December 31, 2023 and May 3, 2024 was recognized in financial income in profit and loss in 2024. The payment of $57.0 million was recorded in 2024 on the statement of consolidated cash flows in "Decrease (increase) in trade receivables and other current assets" as part of cash flows from operating activities.
Analysis of the Joint Research Collaboration Agreement
In addition to an upfront payment of $25 million made by AZ Ireland to Cellectis under the AZ JRCA, AZ Ireland agreed to reimburse Cellectis for its budgeted research costs associated with targets identified under the AZ JRCA. Cellectis is also eligible to receive an option exercise fee and development, regulatory and sales-related milestone payments, plus tiered royalties based on the sale of Licensed Products (as defined in the AZ JRCA).
On November 17, 2025, AZ Ireland and Cellectis entered into an amendment to the JRCA to prospectively change the structure of the milestone payments, leading to an aggregate amount of up to $80 million to up to $253 million per each of the 10 candidate products (vs. up to $70 million to up to $220 million per candidate products previously).
As part of our analysis of the AZ JRCA under IFRS 15 requirements, we concluded that the $25 million upfront payment is to be included in the transaction price at contract inception and allocated to each research activity performance on a reasonable basis.
Analysis of Cellectis' performance obligations under the Joint Research Collaboration Agreement
We consider Cellectis renders two promises under each of the Research Plans. In particular, Cellectis and AZ Ireland enter into (i) a service component in the form of delegated research activities, and (ii) a license component in the form of an option to license over the intellectual property created as part of the AZ JRCA, granted by Cellectis to AZ Ireland if AZ Ireland exercises its option. Both components are essential and highly inter-related, and therefore represent a combined performance obligation.
The combined performance obligation is satisfied over time because, subject to the terms of the AZ JRCA, AZ Ireland has an exclusive right over intellectual property created as part of each Research Plan. As a consequence, Cellectis would not have rights over such intellectual property and therefore no alternative use outside of the performance of the Research Plan, and Cellectis has an enforceable right to payment for performance completed to date.
Cellectis’ obligation to generate intellectual property over which AZ Ireland will have exclusive right is limited to the Research Plan activities and there will be no further research activities after completion of each Research Plan. Therefore, the combined performance obligation under a Research Plan is satisfied over the Research Plan term, i.e. over the period during which Cellectis will render the research activities.
13
Under each Research Plan, we measure the progress of our performance obligation based on research costs incurred in relation to the total costs budgeted for that Research Plan.
We are allocating upfront payments totaling $109.1 million, i.e. the AZ JRCA upfront payment of $25.0 million, the IIA upfront payment of $35.7 million and the initial fair value of the SIA derivative of $48.4 million, to each of the Research Plans on a reasonable basis.
We evaluate the transaction price allocated to each Research Plan at each period-end, including variable elements in the transaction price only if it is highly probable that a significant reversal will not occur, and taking into account the share of upfront payments allocated to each Research Plan. We apply to this total the percentage of completion estimated as described above to determine the revenue to be recognized in profit and loss for each Research Plan.
Note 3. Scope of consolidation and non-consolidated entities
Consolidated entities
As of June 30, 2026, Cellectis S.A. owns 100% of Cellectis, Inc., which owns 100% of Cellectis Biologics, Inc.
For the six-month periods ended June 30, 2026 and June 30, 2025, the consolidated group of companies (sometimes referred to as the “Group”) includes Cellectis S.A., Cellectis, Inc. and Cellectis Biologics, Inc.
Investments in associates
As of June 30, 2026, 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 since May 17, 2023 (date we began to have significant influence) and applying our ownership rate, the value of our investment is 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 as of June 30, 2026, 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.
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 nature
For the six-month period ended June 30,
2025
2026
$ in thousands
Collaboration agreements
26,869
10,669
Licenses
417
200
Products & services
94
137
Total revenues
27,380
11,006
14
Revenues by country of origin and other income
For the six-month period ended June 30,
2025
2026
$ in thousands
From France
27,380
11,006
Revenues
27,380
11,006
Research tax credit subsidy
2,842
3,446
Other subsidies and other
-
-
Other income
2,842
3,446
Total revenues and other income
30,222
14,452
Revenues were $11.0 million for the six-month period ended June 30, 2026, primarily reflecting the recognition of $10.7 million related to performance obligations satisfied under the Research Plans of the AZ JRCA with AZ Ireland, compared with $26.9 million recognized during the corresponding period in 2025. The $16.4 million decrease in revenues was primarily driven by the level of activities performed under the Research Plans during the period.
Revenue recognized in respect of each Research Plan with AZ Ireland has been estimated in accordance with the provisions set out in Note 2.3. We have estimated the progress of our performance obligation on the basis of costs incurred to date compared with total budgeted costs for each Research Plan. We applied a percentage of completion thus obtained to the total transaction price allocated to each Research Plan, excluding variable remuneration for which it is not highly probable that a significant reversal will not occur. As of June 30, 2026, the transaction price allocated to each Research Plan excluding variable remuneration for which it is not highly probable that a significant reversal will not occur, corresponds to the development milestone already achieved, the amount of rechargeable costs in accordance with the agreement, and the share of upfront payments allocated to each Research Plan.
The $0.6 million increase in other income between the six-month periods ended June 30, 2025 and 2026 was primarily attributable to a higher research tax credit resulting from increased eligible R&D expenses, as well as favorable foreign exchange effects.
4.1.2 For the three-month period ended June 30
Revenues by nature
For the three-month period ended June 30,
2025
2026
$ in thousands
Collaboration agreements
16,572
5,043
Licenses
123
127
Products & services
29
59
Total revenues
16,725
5,229
Revenues by country of origin and other income
For the three-month period ended June 30,
2025
2026
$ in thousands
From France
16,725
5,229
Revenues
16,725
5,229
Research tax credit
1,505
1,675
Subsidies and other
(36
)
-
Other income
1,469
1,675
Total revenues and other income
18,193
6,904
15
4.2 Operating expenses
4.2.1 For the six-month period ended June 30
For the six-month period ended June 30,
Research and development expenses
2025
2026
Wages and salaries
(17,485
)
(20,377
)
Social charges on stock option grants
(286
)
(726
)
Non-cash stock-based compensation expense
(1,536
)
(2,678
)
Personnel expenses
(19,307
)
(23,781
)
Purchases and external expenses
(16,071
)
(19,758
)
Depreciation and amortizati