Amendment: SEC Form 20-F/A filed by Cellectis S.A.
$CLLS
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-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 , 2024
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 |
Date of event requiring this shell company report
For the transition period from to
Commission file number 001-36891
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
Cellectis S.A.
(Address of principal executive office)
Tel: +33 (0)1 81 69 16 00 , Fax: +33 (0)1 81 69 16 06
(Name, Telephone,
E-mail
and/or Facsimile number and Address of Company Contact Person) Securities registered pursuant to Section 12(b) of the Act.
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
“ |
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American Depositary Shares, each representing one |
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| * | t for trading, but only in connection with the registration of the American Depositary Shares. |
Securities 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 the issuer’s classes of capital stock as of the close of the period covered by the annual report.
Outstanding capital stock as of December 31, 2024: 100,093,873 shares, nominal value €0.05 per share, comprising 72,093,873 ordinary shares, 10,000,000 class A convertible preferred shares (with voting rights) and 18,000,000 class B convertible preferred shares (with no voting rights).
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 Regulation Yes ☒ No ☐
S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a
non-accelerated
filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2
of the Exchange Act. | Large accelerated filer | ☐ | ☒ | ||||
| Non-accelerated file | ☐ | 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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included on the filing reflect the correction of an error to previously issued financial statements ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | 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 Rule ☒
12b-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
| Auditor Firm Id: |
Auditor Name: |
Auditor Location: | ||
| Auditor Firm Id: |
Auditor Name: |
Auditor Location: | ||
EXPLANATORY NOTE
Cellectis S.A. (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) on Form
20-F/A
to amend its Annual Report on Form 20-F for the fiscal year ended December 31, 2024 (the “Original Form 20-F”),
which was originally filed with the Securities and Exchange Commission (“SEC”) on March 14, 2025. This Amendment No. 1 is being filed solely to provide (i) an updated Exhibit 15.1 (Consent of KPMG SA) to correct an administrative error in such Exhibit 15.1 in the Original Form
20-F,
where the conformed signature of KPMG SA was inadvertently omitted and (ii) an updated Exhibit 15.2 (Consent of Ernst & Young et Autres) to correct an administrative error in such Exhibit 15.2 in the Original Form 20-F,
where the incorrect date of the consent was inadvertently included. The updated consents are included with this Amendment No. 1. This Amendment No. 1 speaks as of the date of the Original Form
20-F.
Except as described above, the Company has not modified or updated disclosures made in the Original Form 20-F
in this Amendment No. 1. Accordingly, this Amendment No. 1 does not reflect events occurring after the filing of the Original Form 20-F
or modify or update any disclosures affected by subsequent events. This Amendment No. 1 consists of a cover page, this explanatory note, the signature page, Exhibits 12.1 and 12.2 (new certifications by the Company’s principal executive officer and principal financial officer as required by Rule
12b-15
under the Securities Exchange Act of 1934, as amended) and the updated Exhibits 15.1 and 15.2.
ITEM 19. EXHIBITS
Exhibit Index
The following exhibits are filed as part of this Annual Report:
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| 101 |
The following materials from Cellectis S.A.’s Report on Form 20.F formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Statements of Consolidated Financial Position, (ii) the Statements of Consolidated Operations, (iii) the Statements of Consolidated Comprehensive Income (Loss), (iv) the Statements of Consolidated Cash Flows, (v) the Statements of Changes in Consolidated Shareholders’ Equity, and (vi) Notes to the Consolidated Financial Statements. | |||||||||||||||||
| 104.1 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||
| † | Indicates a management contract or any compensatory plan, contract or arrangement. |
| # | Indicates a document previously filed with the Commission. |
| * | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment. |
| ** | Portions of this exhibit (indicated by asterisks) have been omitted because they are not material and would likely cause competitive harm if disclosed. |
4
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the Annual Report on its behalf.
| CELLECTIS S.A. | ||
| /s/ André Choulika | ||
| By: André Choulika | ||
| Title: Chief Executive Officer | ||
Date: March 14, 2025