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    SEC Form SC 13G/A filed by Cellectis S.A. (Amendment)

    2/14/23 4:02:26 PM ET
    $CLLS
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $CLLS alert in real time by email
    SC 13G/A 1 cellectis_13ga1.htm SC 13G/A
     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    SCHEDULE 13G

    Under the Securities Exchange Act of 1934
    (Amendment No. 1)*

    Cellectis S.A.

     

    (Name of Issuer)

    COMMON STOCK

     

    (Title of Class of Securities)

    15117K103

     

    (CUSIP Number)

    Long Focus Capital Management LLC

    207 Calle Del Parque

    A&M Tower, 8th Floor

    San Juan, PR 00912

    (787) 333-0240

     

    (Name, Address and Telephone Number of Person
    Authorized to Receive Notices and Communications)

    December 31, 2022

     

    (Date of Event which Requires Filing of this Statement)

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    x  Rule 13d-1(b)
    o  Rule 13d-1(c)
    o  Rule 13d-1(d)

     

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     
     
             
    CUSIP No. 15117K103   13G   Page 2 of 10 Pages
             

             
    1.   NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

    LONG FOCUS CAPITAL MANAGEMENT, LLC
    46-2772035
       
    2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (see instructions)
    (a)    x
    (b)    o
       
    3.   SEC USE ONLY
     
       
    4.   CITIZENSHIP OR PLACE OF ORGANIZATION
     
    DELAWARE, USA
       

    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
     
    0
      6.  

    SHARED VOTING POWER

    2,683,633

      7.   SOLE DISPOSITIVE POWER
     
    0
      8.   SHARED DISPOSITIVE POWER
     
    2,683,633

    9.  

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,683,633 shares

       
    10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    (see instructions)    o
       
    11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    5.9%
       
    12.   TYPE OF REPORTING PERSON (see instructions)

    IA
       
     
     
             
    CUSIP No. 15117K103   13G   Page 3 of 10 Pages
             

     
    1.   NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

    LONG FOCUS CAPITAL MASTER, LTD.
    46-3004723
       
    2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (see instructions)
    (a)    x
    (b)    o
       
    3.   SEC USE ONLY
     
       
    4.   CITIZENSHIP OR PLACE OF ORGANIZATION
     
    CAYMAN ISLANDS
       

    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
     
    0
      6.   SHARED VOTING POWER
     
    1,278,208
      7.   SOLE DISPOSITIVE POWER
     
    0
      8.   SHARED DISPOSITIVE POWER
     
    1,278,208

    9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,278,208 shares
       
    10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    (see instructions)    o
       
    11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    2.8%
       
    12.   TYPE OF REPORTING PERSON (see instructions)

    FI
       
     
     
             
    CUSIP No. 15117K103   13G   Page 4 of 10 Pages
             

             
    1.   NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

    CONDAGUA, LLC
    47-3021161
       
    2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (see instructions)
    (a)    x
    (b)    o
       
    3.   SEC USE ONLY
     
       
    4.   CITIZENSHIP OR PLACE OF ORGANIZATION
     
    DELAWARE, USA
       

    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
     
    0
      6.   SHARED VOTING POWER
     
    1,405,425
      7.   SOLE DISPOSITIVE POWER
     
    0
      8.   SHARED DISPOSITIVE POWER
     
    1,405,425

    9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,405,425 shares
       
    10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    (see instructions)    o
       
    11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    3.1%
       
    12.   TYPE OF REPORTING PERSON (see instructions)

    OO
       
     
     
             
    CUSIP No. 15117K103   13G   Page 5 of 10 Pages
             

             
    1.   NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


    JOHN B. HELMERS
       
    2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (see instructions)
    (a)    x
    (b)    o
       
    3.   SEC USE ONLY
     
       
    4.   CITIZENSHIP OR PLACE OF ORGANIZATION
     
    USA
       

    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
     
    0
      6.   SHARED VOTING POWER
     
    2,683,633
      7.   SOLE DISPOSITIVE POWER
     
    0
      8.   SHARED DISPOSITIVE POWER
     
    2,683,633

    9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,683,633 shares
       
    10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    (see instructions)    o
       
    11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    5.9%
       
    12.   TYPE OF REPORTING PERSON (see instructions)

    IN
       
     
     
             
    CUSIP No. 15117K103   13G   Page 6 of 10 Pages
             

             
    1.   NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

    A. GLENN HELMERS
       
    2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (see instructions)
    (a)    x
    (b)    o
       
    3.   SEC USE ONLY
     
       
    4.   CITIZENSHIP OR PLACE OF ORGANIZATION
     
    USA
       

    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
     
    0
      6.   SHARED VOTING POWER
     
    1,405,425
      7.   SOLE DISPOSITIVE POWER
     
    0
      8.   SHARED DISPOSITIVE POWER
     
    1,405,425

    9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,405,425 shares
       
    10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    (see instructions)    o
       
    11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    3.1%
       
    12.   TYPE OF REPORTING PERSON (see instructions)

    IN
       
     
     
             
    CUSIP No. 15117K103   13G   Page 7 of 10 Pages
             

    Item 1.

     

      (a) Name of Issuer
    CELLECTIS S.A.
         
      (b)

    Address of Issuer’s Principal Executive Offices
    8, rue de la Croix Jarry
    Paris, LLE-DE-FRANCE I0 750130
    France

         

    Item 2.

     

      (a)

    Name of Person Filing
    LONG FOCUS CAPITAL MANAGEMENT, LLC
    LONG FOCUS CAPITAL MASTER, LTD.
    CONDAGUA, LLC
    JOHN B. HELMERS
    A. GLENN HELMERS

         
      (b)

    Address of the Principal Office or, if none, residence
    207 CALLE DEL PARQUE
    A&M TOWER, 8TH FLOOR
    SAN JUAN, PR 00912

         
      (c) Citizenship
    Long Focus Capital Management, LLC, a Delaware single member limited liability company;
    Long Focus Capital Master, LTD., a Cayman Islands limited company;
    Condagua, LLC, a Delaware single member limited liability company;
    John B. Helmers, a United States citizen; and
    A. Glenn Helmers, a United States citizen.
         
      (d) Title of Class of Securities
    COMMON STOCK
         
      (e) CUSIP Number
    15117K103

     
     
             
    CUSIP No. 15117K103   13G   Page 8 of 10 Pages
             

    Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

     

      (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
           
      (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
           
      (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
           
      (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
           
      (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
           
      (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
           
      (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
           
      (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
           
      (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
           
      (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
           

    Item 4.  Ownership.

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

             
      (a)  

    Long Focus Capital Master, Ltd. is the beneficial owner of record of 1,278,208 shares of Common Stock covered by this statement. Condagua, LLC is the beneficial owner of record of 1,405,425 shares of Common Stock. Long Focus Capital Management, LLC (“LFCM”) and John B. Helmers may be deemed to beneficially own the 1,278,208 shares of Common Stock held by the Long Focus Capital Master, Ltd. and the 1,405,425 shares of Common Stock held by Condagua, LLC as the SEC registered investment adviser and the principal of LFCM, respectively. A. Glenn Helmers is the beneficial owner of the 1,405,425 shares of Common Stock held by Condagua, LLC.

             
      (b)  

    Percent of class owned:

    Condagua, LLC; A. Glenn Helmers: 3.1%

    Long Focus Capital Master, Ltd.: 2.8%

    Long Focus Capital Management, LLC; John B. Helmers: 5.9%

             
      (c)  

    Long Focus Capital Management, LLC and John B. Helmers may direct the vote and disposition of the 1,278,208 shares of Common Stock held by Long Focus Capital Master, Ltd.

    Long Focus Capital Management, LLC, John B. Helmers, and A.Glenn Helmers may direct the vote and disposition of the 1,405,425 shares of Common Stock held by Condagua, LLC.

     

    Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

     
     
             
    CUSIP No. 15117K103   13G   Page 9 of 10 Pages
             

    Item 5.  Ownership of Five Percent or Less of a Class.

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     o.

    Instruction. Dissolution of a group requires a response to this item.

    NOT APPLICABLE

    Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

    NOT APPLICABLE

    Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

    NOT APPLICABLE

    Item 8.  Identification and Classification of Members of the Group.

    NOT APPLICABLE

    Item 9.  Notice of Dissolution of Group.

    NOT APPLICABLE

    Item 10.  Certification.

           
      (a)   The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
             
          By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.  
             
      (b)   The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
             
          By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.  
     
     
             
    CUSIP No. 15117K103   13G   Page 10 of 10 Pages
             

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Date: February 14, 2023

     

      LONG FOCUS CAPITAL MANAGEMENT, LLC  
         
      /s/ John B. Helmers  
      John B. Helmers/Managing Member  
         
      LONG FOCUS CAPITAL MASTER, LTD.  
      BY: LONG FOCUS CAPITAL MANAGEMENT, LLC
    ITS: INVESTMENT ADVISER
     
         
      /s/ John B. Helmers  
      John B. Helmers/Managing Member  
         
      CONDAGUA, LLC  
         
      /s/ A. Glenn Helmers  
      A. Glenn Helmers/Managing Member  
         
      JOHN B. HELMERS  
         
     

    /s/ John B. Helmers

     
     

    John B. Helmers

     
         
      A. GLENN HELMERS  
         
     

    /s/ A. Glenn Helmers

     
      A. Glenn Helmers  
     
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    • Cellectis Reports Financial Results for the Fourth Quarter and Full Year 2024 and Provides a Business Update

      ○ UCART22 Phase 1 dataset and late-stage development strategy expected in the third quarter of 2025; Orphan Drug Designation (ODD) and Rare Pediatric Disease Designation (RPDD) granted by FDA and ODD granted by the European Commission to UCART22 for the treatment of ALL. ○ UCART20x22 Phase 1 study in relapsed or refractory B-cell non-Hodgkin lymphoma (r/r NHL) ongoing with readout expected in late 2025. ○ AstraZeneca partnership: R&D activities ongoing on three programs – one allogeneic CAR T for hematological malignancies, one allogeneic CAR T for solid tumors, and one in vivo gene therapy for a genetic disorder. ○ Cash position of $264 million as of December 31, 20241 provides runway in

      3/13/25 6:07:50 PM ET
      $CLLS
      Biotechnology: Pharmaceutical Preparations
      Health Care
    • Cellectis to Report Fourth Quarter and Full Year 2024 Financial Results on March 13, 2025

      NEW YORK, March 07, 2025 (GLOBE NEWSWIRE) -- Cellectis (the "Company") (NASDAQ:CLLS), a clinical-stage biotechnology company using its pioneering gene-editing platform to develop life-saving cell and gene therapies, today announced that it will report financial results for the fourth quarter and full year 2024 ending December 31, 2024 on Thursday, March 13, 2025 after the close of the US market. The publication will be followed by an investor conference call and webcast on Friday, March 14, 2025, at 8:00 AM ET / 1:00 PM CET. The call will include the Company's fourth quarter and full year 2024 results and an update on business activities. Details for the call are as follows: Di

      3/7/25 4:30:00 PM ET
      $CLLS
      Biotechnology: Pharmaceutical Preparations
      Health Care