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6-K 1 clls_6-k_q3_2025.htm 6-K 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

Date of Report: November 7, 2025

Commission File Number: 001-36891

Cellectis S.A.

(Exact Name of registrant as specified in its charter)

8, rue de la Croix Jarry

75013 Paris, France

+33 1 81 69 16 00

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Cellectis S.A.

The information included in this report on Form 6-K, including Exhibit 99.1, shall be deemed to be incorporated by reference in the registration statements of Cellectis S.A. on Form F-3 (Nos. 333-284302 and 333-288491) and Form S-8 (Nos. 333-204205, 333-214884, 333-222482, 333-227717, 333-258514, 333-267760, 333-273777, 333-284301 and 333-290218), to the extent not superseded by documents or reports subsequently filed.

EXHIBIT INDEX


Exhibit		Title

99.1		Cellectis S.A.’s interim report for the nine-month period ended September 30, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	CELLECTIS S.A. (Registrant)

November 7, 2025	By:	/s/ André Choulika
		André Choulika
		Chief Executive Officer

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 nine month period ended September 30, 2025, 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; 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, as amended, filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2025 (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.


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

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, 2024			September 30, 2025
ASSETS
Non-current assets
Intangible assets			1,116			845
Property, plant and equipment	7		45,895			41,198
Right-of-use assets	6		29,968			25,512
Non-current financial assets	8		7,521			35,736
Other non-current assets	8		11,594			18,179
Deferred tax assets			382			382
Total non-current assets			96,476			121,852
Current assets
Trade receivables	9.1		6,714			8,056
Subsidies receivables	9.2		14,521			16,411
Other current assets	9.3		5,528			4,503
Current financial assets	11.1		117,055			139,980
Cash and cash equivalents	11.2		143,251			52,243
Total current assets			287,069			221,193
TOTAL ASSETS			383,544			343,045

LIABILITIES
Shareholders’ equity
Share capital	15		5,889			5,902
Premiums related to the share capital	15		494,288			435,162
Currency translation adjustment			(39,537	)		(32,725	)
Retained earnings (deficit)			(292,846	)		(266,586	)
Net income (loss)			(36,761	)		(41,275	)
Total shareholders’ equity - Group Share			131,033			100,478
Total shareholders’ equity			131,033			100,478
Non-current liabilities
Non-current financial liabilities	12		50,882			63,399
Non-current lease debts	12		34,245			29,252
Non-current provisions	18		1,115			1,339
Total non-current liabilities			86,241			93,990
Current liabilities
Current financial liabilities	12		16,134			18,240
Current lease debts	12		8,385			8,331
Trade payables			18,664			16,095
Deferred income and contract liabilities	14		112,161			94,008
Current provisions	18		828			1,082
Other current liabilities	13		10,097			10,820
Total current liabilities			166,269			148,577
Total liabilities			252,511			242,567
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			383,544			343,045

The accompanying notes form an integral part of these unaudited Interim Condensed Consolidated Financial Statements

Cellectis S.A.

UNAUDITED INTERIM CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS

$ in thousands, except share and per share amounts


		For the nine-month period ended September 30,
	Notes		2024			2025

Revenues and other income
Revenues	4.1			28,789			62,552
Other income	4.1			5,263			4,834
Total revenues and other income				34,052			67,386
Operating expenses
Research and development expenses	4.2			(69,670	)		(69,081	)
Selling, general and administrative expenses	4.2			(14,153	)		(14,988	)
Other operating income (expenses)	4.2			896			958
Total operating expenses and other operating income				(82,926	)		(83,111	)
Operating income (loss)				(48,874	)		(15,725	)
Financial income	4.3			29,727			14,108
Financial expenses	4.3			(24,049	)		(39,658	)
Net Financial gain (loss)				5,677			(25,550	)
Income tax	4.4			514			-
Net income (loss)				(42,683	)		(41,275	)
Attributable to shareholders of Cellectis				(42,683	)		(41,275	)
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis	17
Basic net income (loss) attributable to shareholders of Cellectis, per share ($ /share)				(0.49	)		(0.41	)
Diluted net income (loss) attributable to shareholders of Cellectis, per share ($ /share)				(0.49	)		(0.41	)

The accompanying notes form an integral part of these unaudited Interim Condensed Consolidated Financial Statements

UNAUDITED INTERIM CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

For the nine-month period ended September 30,

$ in thousands


	For the nine-month period ended September 30,
		2024*			2025

Net income (loss)			(42,683	)		(41,275	)
Actuarial gains and losses			(8	)		37
Currency translation adjustment generated by the parent company			2,581			16,495
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations			2,573			16,531
Currency translation adjustment			(1,046	)		(9,682	)
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations			(1,046	)		(9,682	)
Total other comprehensive income (loss)			1,527			6,849
Total Comprehensive income (loss)			(41,156	)		(34,426	)
Attributable to shareholders of Cellectis			(41,156	)		(34,426	)

* Since December 31, 2024, the Group has presented currency translation adjustments generated by the parent company separately from other currency translation adjustments in the Statements of Comprehensive Income (Loss). Comparative amounts were reclassified for consistency.

The accompanying notes form an integral part of these unaudited Interim Condensed Consolidated Financial Statement

Cellectis S.A.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

$ in thousands, except share and per share amounts


		For the three-month period ended September 30,
	Notes	2024			2025

Revenues and other income
Revenues	4.1		16,200			35,172
Other income	4.1		1,851			1,992
Total revenues and other income			18,050			37,164
Operating expenses
Research and development expenses	4.2		(23,829	)		(24,069	)
Selling, general and administrative expenses	4.2		(5,167	)		(5,208	)
Other operating income (expenses)			175			154
Total operating expenses			(28,820	)		(29,123	)
Operating income (loss)			(10,769	)		8,041
Financial income	4.4		3,062			3,459
Financial expenses	4.4		(15,408	)		(10,912	)
Net Financial gain (loss)			(12,346	)		(7,452	)
Income tax			59			-
Net income (loss)			(23,056	)		589
Attributable to shareholders of Cellectis			(23,056	)		589
Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis	17
Basic net income (loss) attributable to shareholders of Cellectis, per share ($ /share)			(0.23	)		0.01
Diluted net income (loss) attributable to shareholders of Cellectis, per share ($ /share)			(0.23	)		0.01

The accompanying notes form an integral part of these unaudited Interim Condensed Consolidated Financial Statements

UNAUDITED INTERIM CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

For the three-month period ended September 30,

$ in thousand


	For the three-month period ended September 30,
	2024*			2025

Net income (loss)		(23,056	)		589
Actuarial gains (losses)		(67	)		6
Currency translation adjustment generated by the parent company		6,440			1,310
Other comprehensive income (loss) that will not be reclassified subsequently to income or loss from continued operations		6,373			1,316
Currency translation adjustment		(3,517	)		(150	)
Other comprehensive income (loss) that will be reclassified subsequently to income or loss from continuing operations		(3,517	)		(150	)
Total other comprehensive income (loss)		2,856			1,166
Total Comprehensive income (loss)		(20,200	)		1,754
Attributable to shareholders of Cellectis		(20,200	)		1,754

The accompanying notes form an integral part of these unaudited Interim Condensed Consolidated Financial Statements

Cellectis S.A.

UNAUDITED INTERIM CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

$ in thousands


		For the nine-month period ended September 30,
	Notes		2024			2025
Cash flows from operating activities
Net income (loss) for the period				(42,683	)		(41,275	)
Adjustment to reconcile net income (loss) to cash provided by (used in) operating activities				-
Adjustments for
Amortization and depreciation	4.2			14,017			14,959
Net loss (income) on disposals				(62	)		1
Net financial loss (gain)	4.3			(5,677	)		25,550
Income tax				(514	)		-
Expenses related to share-based payments	16			2,283			3,860
Provisions				(739	)		221
Realized foreign exchange gain (loss)				254			754
Operating cash flows before change in working capital				(33,122	)		4,069
Decrease (increase) in trade receivables and other current assets				48,305			1,553
Decrease (increase) in subsidies and tax receivables				(5,772	)		(4,834	)
(Decrease) increase in trade payables and other current liabilities				(899	)		(5,756	)
(Decrease) increase in deferred revenues and contract liabilities				6,769			(31,184	)
Change in working capital				48,404			(40,220	)
Interest received				7,754			7,111
Net cash flows provided by (used in) operating activities				23,036			(29,041	)

Cash flows from investment activities
Acquisition of intangible assets				(65	)		(1,162	)
Acquisition of property, plant and equipment	7			(2,033	)		(1,881	)
Sales of non-current financial assets				(3	)		158
Sale of current financial assets	11			14,756			103,538
Acquisition of non-current financial assets	8			-			(29,226	)
Acquisition of current financial assets	11			(98,803	)		(123,362	)
Cash flows used in investment activities				(86,147	)		(51,935	)

Cash flows from financing activities
Increase in share capital of Cellectis after deduction of transaction costs				82,823			-
Increase in borrowings				16,317			-
Decrease in borrowings	12			(3,954	)		(3,986	)
Interest paid on financial debt	12			(631	)		(501	)
Payments on lease debts	12			(8,367	)		(8,133	)
Net cash flows provided by (used in) financing activities				86,188			(12,621	)
(Decrease) increase in cash and cash equivalents				23,077			(93,596	)

Cash and cash equivalents at the beginning of the period				136,708			143,251
Effect of exchange rate changes on cash and cash equivalents				(697	)		2,588
Cash and cash equivalents at the end of the period	11			159,087			52,243

The accompanying notes form an integral part of these unaudited Interim Condensed Consolidated Financial Statements

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)				Total Shareholders’ Equity

As of January 1, 2024			71,751,201	-		-	-		4,365	-		522,785		-		(36,690	)	-		(304,707	)	-		(101,059	)	-		84,695
Net Income (loss)			-	-		-	-		-	-		-		-		-		-		-		-		(42,683	)	-		(42,683	)
Other comprehensive income (loss)			-	-		-	-		-	-		-		-		1,536		-		(8	)	-		-		-		1,527
Total comprehensive income (loss)			-	-		-	-		-	-		-		-		1,536		-		(8	)	-		(42,683	)	-		(41,156	)
Allocation of prior period loss			-	-		-	-		-	-		-		-		-		-		(101,059	)	-		101,059		-		-
Capital increase of Cellectis			-	-		28,000,000	-		1,522	-		140,006		-		-		-		-		-		-		-		141,527
Transaction costs related to Cellectis' capital increase			-	-		-	-		-	-		(208	)	-		-		-		-		-		-		-		(208	)
Derecognition of AZ SIA derivative			-	-		-	-		-	-		(57,638	)	-		-		-		-		-		-		-		(57,638	)
Vesting of free shares granted to employees and directors			342,672	-		-	-		19	-		6		-		-		-		(25	)	-		-		-		0
Non-cash stock-based compensation expense			-	-		-	-		-	-		2,283		-		-		-		-		-		-		-		2,283
Other movements			-	-		-	-		-	-		(79	)	-		-		-		-		-		-		-		(79	)
As of September 30, 2024			72,093,873			28,000,000			5,906			607,153				(35,154	)			(405,798	)			(42,683	)			129,424

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)			-			-			-			-				-				-				(41,275	)			(41,275	)
Other comprehensive income (loss)			-			-			-			-				6,812				37				-				6,849
Total comprehensive income (loss)			-			-			-			-				6,812				37				(41,275	)			(34,426	)
Allocation of prior period loss	15		-			-			-			(62,999	)			-				26,239				36,761				-
Vesting of free shares granted to employees and directors	15		231,356			-			13			3				-				(16	)			-				-
Non-cash stock-based compensation expense	16		-			-			-			3,860				-				-				-				3,860
Other movements			-			-			-			11				-				-				-				11
As of September 30, 2025			72,325,229			28,000,000			5,902			435,162				(32,725	)			(266,586	)			(41,275	)			100,478

The accompanying notes form an integral part of these unaudited Interim Condensed Consolidated Financial Statements.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

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 cell and gene therapy product candidates for genetic diseases.

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 nine-month period ended September 30, 2025 were approved by our Board of Directors on November 7, 2025.

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 nine months ended September 30, 2025 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, 2024 ("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 nine-month period ended September 30, 2025 have been prepared using the same accounting policies and methods as those applied for the year ended December 31, 2024, 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, 2025 but had no significant impact on the Interim Condensed Consolidated Financial Statements:

•

Amendments to IAS 21 regarding the lack of exchangeability of foreign currency (issued in August 2023 and effective for the accounting periods beginning on or after January 1, 2025)

Accounting standards, interpretations and amendments issued but not yet effective

The following pronouncements and related amendments are applicable for periods beginning after January 1, 2025, as specified below:

•

Annual Improvements to IFRS Accounting Standards - Amendments to :

IFRS 1 First-time adoption of International Financial Reporting Standards;

IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7;

IFRS 9 Financial Instruments;

IFRS 10 Consolidated Financial Statements;

IAS 7 Statement of Cash Flows (issued in July 2024 and effective for the accounting periods beginning on or after January 1, 2026);

•

IFRS 18 Presentation and Disclosure in Financial Statements (issued in July 2024 and effective for the accounting periods beginning on or after January 1, 2027)

•

IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued in April 2024 and effective for the accounting periods beginning on or after January 1, 2027)

•

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 Financial Instruments: Disclosures (effective for the accounting periods beginning on or after January 1, 2026).

The Group has not early adopted any of these pronouncements and amendments and is in progress to assess if any impact.

Going concern

The Interim Condensed Consolidated Financial Statements were prepared on a going concern basis.

With cash and cash equivalents of $52.2 million and fixed-term bank deposits of $168.2 million as of September 30, 2025 (classified as a current financial asset for $137.6 million and non-current financial assets for $30.6 million), 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.

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 nine-month period ended September 30, 2025 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, 2024). The initial 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, 2024).

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, ranging from $70 million up to $220 million, per each of the 10 candidate products, plus tiered royalties, based on the sale of Licensed Products (as defined in the AZ JRCA).

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.

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 September 30, 2025, Cellectis S.A. owns 100% of Cellectis, Inc., which owns 100% of Cellectis Biologics, Inc.

For the nine-month periods ended September 30, 2025 and September 30, 2024, 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 September 30, 2025, 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 losses 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 September 30, 2025, 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.

Non-consolidated entities

Our investment in Calyxt (which became Cibus Inc. after the sale of our controlling interest in 2023) was classified as a current financial asset and measured at fair value as of December 31, 2024. This investment has been fully sold during the first quarter of 2025.

Note 4. Information concerning the Group’s Consolidated Operations

4.1 Revenues and other income

4.1.1 For the nine-month period ended September 30

Revenues by nature


	For the nine-month period ended September 30,
	2024		2025
	$ in thousands
Collaboration agreements		28,334		61,898
Licenses		375		546
Products & services		80		109
Total revenues		28,789		62,552

Revenues by country of origin and other income


	For the nine-month period ended September 30,
	2024		2025
	$ in thousands
From France		28,789		62,552
Revenues		28,789		62,552
Research tax credit subsidy		5,154		4,834
Other subsidies and other		109		-
Other income		5,263		4,834
Total revenues and other income		34,052		67,386

Revenues of $62.6 million in the nine-month period ended September 30, 2025 reflect mainly the $61.9 million recognized during the period in connection with our performance obligation rendered under the Research Plans of the AZ JRCA with AZ Ireland, in comparison to the $22.9 million recognized in the nine-month period ended September 30, 2024. The increase was driven by the evolution of activities performed in connection with the Research Plans and the fulfillment of our performance obligations under the AZ JRCA. Revenues as recorded in the nine-month period ended September 30, 2024 also included a $5.4 million development milestone under the License Agreement with Servier.

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 September 30, 2025, 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 decrease in other income of $0.4 million between the nine-month periods ended September 30, 2024 and 2025 is mainly due to a decrease of research tax credit of $0.3 million due to a decrease in eligible expenses, following the new French applicable tax rules.

4.1.2 For the three-month period ended September 30

Revenues by nature


	For the three-month period ended September 30,
	2024		2025
	$ in thousands
Collaboration agreements		16,085		35,028
Licenses		79		129
Products & services		36		15
Total revenues		16,200		35,172

Revenues by country of origin and other income


	For the three-month period ended September 30,
	2024		2025
	$ in thousands
From France		16,200		35,172
Revenues		16,200		35,172
Research tax credit		1,817		1,992
Subsidies and other		33		-
Other income		1,851		1,992
Total revenues and other income		18,050		37,164

Revenues of $35.2 million in the three-month period ended September 30, 2025 include mainly $35.0 million recognized in connection with our performance obligation rendered under the Research Plans of the AZ JRCA with AZ Ireland, in comparison to the $16.2 million recognized in the three-month period ended September 30, 2024. The increase was driven by the evolution of activities performed in connection with the Research Plans and the fulfillment of our performance obligations under the AZ JRCA.

4.2 Operating expenses

4.2.1 For the nine-month period ended September 30


	For the nine-month period ended September 30,
Research and development expenses	2024			2025

Wages and salaries		(25,835	)		(26,555	)
Social charges on stock option grants		(289	)		(343	)
Non-cash stock-based compensation expense		(1,668	)		(2,584	)
Personnel expenses		(27,792	)		(29,482	)
Purchases and external expenses		(26,868	)		(24,743	)
Depreciation and amortization expenses (incl. right of use amortization)		(13,817	)		(13,868	)
Other		(1,193	)		(987	)
Total research and development expenses		(69,670	)		(69,081	)

	For the nine-month period ended September 30,
Selling, general and administrative expenses	2024			2025

Wages and salaries		(4,861	)		(4,970	)
Social charges on stock option grants		(106	)		(170	)
Non-cash stock-based compensation expense		(615	)		(1,276	)
Personnel expenses		(5,582	)		(6,416	)
Purchases and external expenses		(6,667	)		(6,798	)
Depreciation and amortization expenses (incl. right of use amortization)		(1,135	)		(1,091	)
Other		(769	)		(684	)
Total selling, general and administrative expenses		(14,153	)		(14,988	)

	For the nine-month period ended September 30,
Personnel expenses	2024			2025

Wages and salaries		(30,696	)		(31,525	)
Social charges on stock option grants		(395	)		(513	)
Non-cash stock-based compensation expense		(2,283	)		(3,860	)
Total personnel expenses		(33,374	)		(35,898	)

	For the nine-month period ended September 30,
	2024			2025

Other operating income		896			958
Other operating expenses		-			-
Other operating income (expense)		896			958

Between the nine-month periods ended September 30, 2024 and 2025, research and development expenses decreased by $0.6 million. Personnel expenses increased by $1.7 million from $27.8 million in 2024 to $29.5 million in 2025 mainly due to non-cash stock-based compensation increase (incl. related social charges) by $1.0 million and wages and salaries increase by $0.7 million. Purchases and external expenses decreased by $2.1 million.

Between the nine-month periods ended September 30, 2024 and 2025, selling, general and administrative expenses increased by $0.8 million. Personnel expenses increased by $0.8 million from $5.6 million in 2024 to $6.4 million in 2025 mainly due to non-cash stock-based compensation increase by $0.7 million and wages and salaries increase by $0.1 million.

4.2. 2 For the three-month period ended September 30


	For the three-month period ended September 30,
Research and development expenses	2024			2025

Wages and salaries		(8,268	)		(9,070	)
Social charges on stock option grants		(21	)		(58	)
Non-cash stock-based compensation expense		(348	)		(1,048	)
Personnel expenses		(8,638	)		(10,176	)
Purchases and external expenses		(9,669	)		(8,673	)
Depreciation and amortization expenses (incl. right of use amortization)		(5,290	)		(4,638	)
Other		(232	)		(582	)
Total research and development expenses		(23,829	)		(24,069	)

	For the three-month period ended September 30,
Selling, general and administrative expenses	2024			2025

Wages and salaries		(1,526	)		(1,693	)
Social charges on stock option grants		(10	)		(16	)
Non-cash stock-based compensation expense		(218	)		(554	)
Personnel expenses		(1,753	)		(2,263	)
Purchases and external expenses		(2,792	)		(2,357	)
Depreciation and amortization expenses (incl. right of use amortization)		(364	)		(372	)
Other		(257	)		(216	)
Total selling, general and administrative expenses		(5,167	)		(5,208	)

	For the three-month period ended September 30,
Personnel expenses	2024			2025

Wages and salaries		(9,794	)		(10,763	)
Social charges on stock option grants		(31	)		(74	)
Non-cash stock-based compensation expense		(566	)		(1,602	)
Total personnel expenses		(10,391	)		(12,438	)

	For the three-month period ended September 30,
	2024			2025

Other operating income		175			154
Other operating expenses		-			-
Other operating income (expenses)		175			154

Between the quarter ended September 30, 2024 and 2025, research and development expenses increased by $0.2 million. Personnel expenses increased by $1.5 million from $8.6 million in 2024 to $10.2 million in 2025 mainly due to non-cash stock-based compensation increase by $0.7 million and wages and salaries increase by $0.8 million. This increase was partially offset by (i) a $0.6 million decrease in purchases, external expenses and (ii) a $0.7 million decrease in depreciation and amortization expense.

Between the quarter ended September 30, 2024 and 2025, selling, general and administrative remained contained and flat. Personnel expenses increased by $0.5 million from $1.8 million in 2024 to $2.3 million in 2025 mainly due to non-cash stock-based compensation increase by $0.3 million. This increase was offset by a $0.5 million decrease in purchases, external expenses and other.

4.3 Financial income and expenses

4.3.1 For the nine-month period ended September 30


	For the nine-month period ended September 30,
Financial income and expenses	2024			2025

Income from cash, cash equivalents and financial assets		7,708			7,420
Foreign exchange gains		3,811			5,851
Gain on fair value measurement		18,166			837
Other financial income		42			-
Financial income		29,727			14,108
Interest on financial liabilities		(3,540	)		(4,370	)
Foreign exchange losses		(10,528	)		(27,271	)
Loss on fair value measurement		(7,751	)		(6,313	)
Interest on lease liabilities		(2,005	)		(1,703	)
Other financial expenses		(226	)		-
Financial expenses		(24,049	)		(39,658	)
Net financial gain (loss)		5,677			(25,550	)

The decrease in financial income of $15.6 million between the nine-month periods ended September 30, 2024 and 2025 was mainly attributable to (i) a $14.3 million gain in change in fair value of the derivative instrument component of the SIA, which was recorded last year before derecognition of the derivative in May 2024, (ii) a $0.3 million decrease in income from cash, cash equivalents and financial assets, (iii) a $ 3.9 million gain recognized in the 9 months ended September 30, 2024 on the fair value measurement of the Tranches A, B and C warrants issued to the European Investment Bank ("EIB"), partially offset by (iv) a $2.0 million increase in foreign exchange gains and (v) a $0.8 million increase in FX derivatives fair value gains.

The increase in financial expenses of $15.6 million between the nine-month periods ended September 30, 2024 and 2025 is mainly attributable to a (i) $16.7 million increase in foreign exchange loss over the period due to the devaluation of the USD against the Euro which resulted in foreign exchange losses on our cash, cash equivalents and financial assets, (ii) a $5.8 million loss on the fair value measurement of the Tranches A, B and C warrants issued to the EIB (iii) a $0.5 million increase in interest on our financial and lease liabilities, partially offset by (iv) a $7.5 million decrease in the loss on fair value measurement of our investment in shares of Cibus which was entirely sold in the first quarter of 2025.

4.3.2 For the three-month period ended September 30


	For the three-month period ended September 30,
Financial income and expenses	2024			2025

Income from cash, cash equivalents and financial assets		3,020			2,313
Foreign exchange gains		-			1,146
Gain on fair value measurement		-			-
Other financial income		42			-
Financial income		3,062			3,459
Interest on financial liabilities		(1,270	)		(1,568	)
Foreign exchange losses		(9,439	)		(1,744	)
Loss on fair value measurement		(3,821	)		(7,060	)
Interest on lease liabilities		(652	)		(539	)
Other financial expenses		(226	)		-
Financial expenses		(15,408	)		(10,912	)
Net financial gain (loss)		(12,346	)		(7,452	)

The increase in financial income of $0.4 million between the three-month periods ended September 30, 2024 and 2025 was mainly attributable to a $1.1 million increase in foreign exchange gains partially offset by a $0.7 million decrease in gain from our financial investments.

The decrease in financial expenses of $4.5 million between the three-month periods ended September 30, 2024 and 2025 is mainly attributable to a $7.7 million decrease in foreign exchange loss (from a $9.4 million loss in third quarter 2024 to a $1.7 million loss in third quarter 2025) and a $0.1 million decrease in interest on lease liabilities, partially offset by $3.2 million increase in the loss on fair value measurements and a $0.3 million increase on loan interest.

4.4 Income tax

4.4.1 For the nine-month period ended September 30


	For the nine-month period ended September 30,
	2024		2025
Income tax		514		0

The income tax for the nine-month period ended September 30 is calculated by applying the estimated effective tax rate for the fiscal year to pre-tax net income or loss for the nine-month period ended September 30.

The effective income tax rate for the nine-month period ended September 30, 2025 is 0.0%, compared with 1.2% for the nine-month period ended September 30, 2024. As a reminder the 1.2% effective tax rate in the previous period was due to the inclusion in the estimated effective tax rate for the fiscal year 2024 of a deferred tax income related to the recognition of deferred tax assets on federal R&D tax credits in the United States.

4.4.2 For the three-month period ended September 30


	For the three-month period ended September 30,
	2024		2025
Income tax		59		0

The income tax for the three-month period ended September 30 is calculated by applying the estimated effective tax rate for the fiscal year to pre-tax net income or loss for the three-month period ended September 30.

The effective income tax rate for the three-month period ended September 30, 2025 is 0.0% , compared with 0.3% for the three-month period ended September 30, 2024. As a reminder the 0.3% effective tax rate in the previous period was due to the inclusion in the estimated effective tax rate for the fiscal year 2024 of a deferred tax income related to the recognition of deferred tax assets on federal R&D tax credits in the United States.

Note 5. Impairment tests

Accounting policy

Amortizable intangible assets, depreciable tangible assets and right-of-use are tested for impairment when there is an indicator of impairment. Whenever possible, impairment tests involve comparing the carrying amount of the assets on a standalone-basis with the recoverable amount. When it is not possible to perform the impairment test at the individual asset level, the test is conducted at the level of the Company's cash-generating unit (CGU). The recoverable amount of an asset or a CGU is the higher of (i) its fair value less costs of disposal and (ii) its value in use. If the recoverable amount of any asset or CGU is below its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount.

The group has a single CGU corresponding to the Therapeutic segment.

No indicator of impairment has been identified for any intangible or tangible assets for the nine-month periods ended September 30, 2025 and September 30, 2024.

Note 6. Right-of-use assets

Details of Right-of-use assets

Under the provision of IFRS 16 “Leases”, the Company recognizes a right of use asset and lease liability on the statement of financial position.

The breakdown of right-of-use assets is as follows:


	Building lease			Office and laboratory equipment			Total
	$ in thousands
Net book value as of January 1, 2024		30,602			7,457			38,060
Depreciation & impairment expense		(3,586	)		(2,357	)		(5,943	)
Translation adjustments		112			(3	)		108
Net book value as of September 30, 2024		27,128			5,097			32,225
Gross value at end of period		52,162			18,092			70,253
Accumulated depreciation and impairment at end of period		(25,034	)		(12,994	)		(38,029	)

Net book value as of January 1, 2025		25,593			4,375			29,968
Depreciation & impairment expense		(3,723	)		(1,934	)		(5,657	)
Translation adjustments		1,159			42			1,201
Net book value as of September 30, 2025		23,029			2,483			25,512
Gross value at end of period		53,736			18,328			72,063
Accumulated depreciation at end of period		(30,707	)		(15,845	)		(46,551	)

Note 7. Property, plant and equipment


	Lands and Buildings			Technical equipment			Fixtures, fittings and other equipment			Assets under construction			Total
	$ in thousands
Net book value as of January 1, 2024		7,868			44,131			1,354			1,328			54,681
Additions		20			650			40			1,499			2,209
Disposal		-			(11	)		-			(23	)		(34	)
Reclassification		470			1,401			75			(1,946	)		(0	)
Depreciation & impairment expense		(1,408	)		(6,295	)		(322	)		-			(8,025	)
Translation adjustments		76			46			4			(2	)		125
Net book value as of September 30, 2024		7,026			39,923			1,151			856			48,956
Gross value at end of period		19,293			75,729			5,115			666			100,804
Accumulated depreciation and impairment at end of period		(12,267	)		(35,807	)		(3,964	)		189			(51,848	)

Net book value as of January 1, 2025		6,312			38,123			1,177			282			45,895
Additions		-			226			10			1,610			1,846
Disposal		-			(1	)		(0	)		-			(1	)
Reclassification		194			585			61			(206	)		633
Depreciation & impairment expense		(1,453	)		(6,655	)		(273	)		-			(8,381	)
Translation adjustments		758			348			51			49			1,207
Net book value as of September 30, 2025		5,811			32,627			1,025			1,736			41,198
Gross value at end of period		20,703			77,626			5,435			1,736			105,500
Accumulated depreciation and impairment at end of period		(14,893	)		(44,999	)		(4,410	)		-			(64,301	)

Note 8. Non-current financial assets and other non-current assets


	As of December 31,		As of September 30,
	2024		2025
	$ in thousands
Deposits and financial investments		869		31,562
Restricted cash		4,556		2,320
Other financial assets		2,096		1,853
Non-current financial assets		7,521		35,736
Research tax credit		11,594		18,179
Other non-current assets		11,594		18,179

The $30.7 million increase in non-current deposits and financial investments between December 31, 2024 and September 30, 2025 is mainly due to a fixed term bank deposit invested in April 2025 and maturing in October 2026, amounting to $30.6 million (including accrued interest).

As of September 30, 2025, our restricted cash primarily consists of $2.1 million for our leased premises in Raleigh and $0.2 million for our leased premises in New York. The decrease of $2.2 million since December 31, 2024 is mainly due to a reclassification in current financial assets (see Note 11) of our restricted cash related to leased equipment in Raleigh for $2.0 million.

As of September 30, 2025 and December 31, 2024, other financial assets relate to our net investment in the partial sublease of our premises in New York accounted for as a finance lease.

Other non-current assets correspond to research tax credit receivables, which are deemed to be recovered after a three-year period following their initial recognition.

Note 9. Trade receivables and other current assets

9.1 Trade receivables


	As of December 31,		As of September 30,
	2024		2025
	$ in thousands
Trade receivables		6,714		8,056
Allowance for expected credit losses		-		-
Total net value of trade receivables		6,714		8,056

All trade receivables have payment terms of less than one year.

The trade receivables increase as of September 30, 2025 is mainly due to invoicing under the AZ JRCA.

9.2 Subsidies receivables


	As of December 31,		As of September 30,
	2024		2025
	$ in thousands
Research tax credit		14,521		16,411
Other subsidies		-		-
Total subsidies receivables		14,521		16,411

9.3 Other current assets


	As of December 31,		As of September 30,
	2024		2025
	$ in thousands
VAT receivables		1,147		1,559
Income tax receivable		210		210
Prepaid expenses and other prepayments		3,428		2,239
Tax and social receivables		445		179
Deferred expenses and other current assets		298		316
Total other current assets		5,528		4,503

Prepaid expenses and other prepayments primarily include advances to our sub-contractors on research and development activities. These mainly relate to advance payments to suppliers of biological raw materials and to third parties participating in product manufacturing.

As of December 31, 2024, and September 30, 2025, we prepaid certain clinical and manufacturing costs related to our product candidates lasme-cel and eti-cel.

Note 10. Financial assets and liabilities

The following tables shows the carrying amounts and fair values of financial assets and financial liabilities as of September 30, 2025 and December 31, 2024:


		Accounting category				Book value on the statement of financial position		Fair Value		Fair Value Hierarchy
As of September 30, 2025		Fair value through profit and loss		Amortized cost						Level 1		Level 2		Level 3
		$ in thousands
Financial assets
Non-current financial assets	(i)		-		35,736		35,736		35,736		-		-		-
Trade receivables	(i)		-		8,056		8,056		8,056		-		-		-
Subsidies receivables	(i)		-		16,411		16,411		16,411		-		-		-
Current financial assets	(i)		318		139,663		139,980		139,980		-		-		318
Cash and cash equivalents			52,243		-		52,243		52,243		52,243		-		-
Total financial assets			52,561		199,865		252,426		252,426		52,243		-		318

Financial liabilities
Non-current lease debts			-		29,252		29,252		29,252		-		-		-
Non-current derivative instruments (EIB warrants)			12,887		-		12,887		12,887		-		-		12,887
Other non-current financial liabilities	(i)		-		50,512		50,512		50,512		-		-		-
Current lease debts			-		8,331		8,331		8,331		-		-		-
Current financial liabilities	(i)		-		18,240		18,240		18,240		-		-		-
Trade payables	(i)		-		16,095		16,095		16,095		-		-		-
Other current liabilities	(i)		329		10,492		10,820		10,820		-		-		329
Total financial liabilities			13,215		132,922		146,137		146,137		-		-		13,215


		Accounting category				Book value on the statement of financial position		Fair Value		Fair Value Hierarchy
As of December 31, 2024		Fair value through profit and loss		Amortized cost						Level 1		Level 2		Level 3
		$ in thousands
Financial assets
Non-current financial assets	(i)		4,556		2,965		7,521		7,521		4,556		-		-
Trade receivables	(i)		-		6,714		6,714		6,714		-		-		-
Subsidies receivables	(i)		-		14,521		14,521		14,521		-		-		-
Current financial assets			117,055		-		117,055		117,055		117,055		-		-
Cash and cash equivalents			143,251		-		143,251		143,251		143,251		-		-
Total financial assets			264,862		24,199		289,061		289,061		264,862		-		-

Financial liabilities
Non-current lease debts			-		34,245		34,245		34,245		-		-		-
Non-current derivative instruments (EIB warrants)			6,010		-		6,010		6,010		-		-		6,010
Other non-current financial liabilities			-		44,871		44,871		45,038		-		-		45,038
Current lease debts			-		8,385		8,385		8,385		-		-		-
Current financial liabilities			-		16,134		16,134		16,141		-		-		16,141
Trade payables	(i)		-		18,664		18,664		18,664		-		-		-
Other current liabilities	(i)		-		10,097		10,097		10,097		-		-		-
Total financial liabilities			6,010		132,397		138,408		138,581		-		-		67,189

(i) As of September 30, 2025 and December 31, 2024, the carrying amount of these assets and liabilities on the statement of consolidated financial position is a reasonable approximation of their fair value.

Note 11. Current financial assets and Cash and cash equivalents


As of December 31, 2024	Carrying amount
	$ in thousands

Current financial assets		117,055
Cash and cash equivalents		143,251
Current financial assets and cash and cash equivalents		260,306

As of September 30, 2025	Carrying amount
	$ in thousands

Restricted cash		2,048
Derivatives		318
Other current financial assets (deposits)		137,614
Current financial assets		139,980
Cash and cash equivalents		52,243
Current financial assets and cash and cash equivalents		192,223

11.1 Current financial assets

As of September 30, 2025, current financial assets are composed of (i) $137.6 million deposit with a term of more than three months that does not meet IAS 7 requirements to qualify as cash equivalents, and (ii) $2.0 million of short-term restricted cash mainly related to our lease agreement for equipment in our Raleigh manufacturing site.

As of December 31, 2024, current financial assets were composed of (i) a $115.8 million deposit with a term of more than three months that does not meet IAS 7 requirements to qualify as cash equivalents and (ii) $1.2 million corresponding to our investment in Cibus carried at its fair value. This investment was entirely sold during the first quarter of 2025.

11.2 Cash and cash equivalents


	As of December 31,		As of September 30,
	2024		2025
	$ in thousands
Cash and bank accounts		32,915		49,449
Fixed bank deposits		110,336		2,794
Total cash and cash equivalents		143,251		52,243

Fixed bank deposits have fixed terms that are less than three months or are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Note 12. Financial liabilities and lease debts

12.1 Detail of financial liabilities and lease debts


	As of December 31, 2024		As of September 30, 2025

	$ in thousands
Conditional advances		3,189		3,925
Lease debts		34,245		29,252
State Guaranteed loan « PGE »		3,599		-
EIB loan		37,202		45,814
EIB warrants		6,010		12,887
Other non-current financial liabilities		881		773
Total non-current financial liabilities and non-current lease debts		85,127		92,651
Lease debts		8,385		8,331
State Guaranteed loan « PGE »		4,841		5,454
Other current financial liabilities		11,293		12,787
Total current financial liabilities and current lease debts		24,519		26,572

Reconciliation of movements of liabilities to cash flows arising from financing liabilities is as follows:


	As of December 31, 2024		Debt repayments			Other non-cash movements			Reclassifications			Interest expense		Interest paid			Non-cash change in fair value		Currency translation adjustment		As of September 30, 2025

	$ in thousands
Conditional advances		3,189		-			-			-			306		-			-		430		3,925
Lease debts		34,245		-			-			(5,988	)		-		-			-		995		29,252
State Guaranteed loan « PGE »		3,599		-			-			(3,873	)		-		-			-		274		0
EIB loan		37,202		-			(11	)		-			3,601		-			-		5,022		45,814
EIB warrants		6,010		-			-			-			-		-			5,803		1,073		12,887
Other non-current financial liabilities		881		-			-			(108	)		-		-			-		-		773
Total non-current financial liabilities and non-current lease debts		85,127		-			(11	)		(9,969	)		3,907		-			5,803		7,794		92,651
Lease debts		8,385		(6,430	)					5,988			1,703		(1,703	)				388		8,331
State Guaranteed loan « PGE »		4,841		(3,885	)		9			3,873			111		(124	)		-		629		5,454
Other current financial liabilities		11,293		(101	)		42			108			367		(377	)		-		1,454		12,786
Total current financial liabilities and current lease debts		24,519		(10,416	)		51			9,969			2,181		(2,204	)		-		2,471		26,571

Conditional advances

On March 8, 2023, we signed a grant and refundable advance agreement with Bpifrance ("BPI") to partially support one of our R&D programs which corresponds to UCART 20x22 and related CMC activities. Pursuant to this agreement, we received a first installment of $0.9 million on June 19, 2023, a second installment of $1.9 million on October 6, 2023 and a third installment of $2.1 million on December 6, 2024.

Repayment of this advance is due over a period of 3 years starting on March 31, 2028, except in case of technical and economic failure of the R&D project. The amount to be repaid is equal to the principal adjusted upwards by a discounting effect at an annual rate of 3.04%, in accordance with the European Commission’s principle for State aid. The amount of this discounting adjustment is expected to be $1.0 million and the total amount to be repaid $5.6 million.

This refundable advance from BPI includes an element of a government grant as defined by IAS 20. Because this loan bears a lower-than-market interest rate, the group measures for each installment the fair value of the loan using a market interest rate and recognizes the difference from the cash received as a grant. Based on a market rate of 16.1% for the first installment, 15.2% for the second installment and 8.7% for the third installment, determined using the credit spread observed for loans contracted by Cellectis over a comparable term, the group measured the fair value of the loan at $3.0 million at inception. The difference between the fair value of the conditional advance and the cash received has been recognized as a grant income in profit and loss upon receipt of payments. The loan is subsequently measured at amortized cost.

State Guaranteed loan

State Guaranteed Loan (“Prêt Garanti par l’Etat”, or “PGE”) corresponds to a €18.5 million (or $21.7 million at exchange rate as of September 30, 2025) loan from a bank syndicate formed with HSBC, Société Générale, Banque Palatine and BPI in the form of a PGE. The PGE is a bank loan with a fixed interest rate ranging from 0.31% to 3.35%. After an initial interest-only term of two years, the loan is amortized over up to four years at the option of the Company. The French government guarantees 90% of the borrowed amount. As of September 30, 2025, the current liability related to the State Guaranteed loan amounts to $5.5 million.

Other current and non-current financial liabilities

As of September 30, 2025 and December 31, 2024, the other current financial liabilities correspond mainly to research tax credit financing for €10.8 million ($12.6 million and $11.2 million, respectively), set up with BPI in June 2022 and August 2023.

European Investment Bank (“EIB”) credit facility

On December 28, 2022, Cellectis entered into a finance contract (the “Finance Contract”) with the EIB for up to €40.0 million in loans to support the research and development activities to advance the pipeline of gene-edited allogeneic cell therapy candidate products for oncology indications (the “R&D Activities”). The Finance Contract provided for funding in three tranches, as follows: (i) an initial tranche of €20.0 million (“Tranche A”) disbursed on April 17, 2023; (ii) a second tranche of €15.0 million (“Tranche B”) disbursed on January 25, 2024; and (iii) a third tranche of €5.0 million (“Tranche C”) disbursed on December 18, 2024. Tranche A, Tranche B and Tranche C will mature six years from their disbursement date and generate interest at a contractual rate equal to respectively 8%, 7% and 6% per annum. Interests are capitalized annually by increasing the principal amount.

On March 30, 2023, the Company and EIB entered into a Subscription Agreement for warrants to be issued by Cellectis S.A. (the “Warrant Agreement”), as required by the Finance Contract.

As a condition to the disbursement of Tranche A, the Company issued 2,779,188 Tranche A warrants to EIB, at the exercise price of €1.92. As a condition to the disbursement of Tranche B, the Company issued 1,460,053 Tranche B warrants to the benefit of the EIB, at the exercise price of €2.53. As a condition to the disbursement of Tranche C, the Company issued 611,426 Tranche C warrants to the benefit of the EIB, at the exercise price of €1.70. Tranche A, B and C warrants are together referred to as the EIB Warrants. The exercise price of the warrants corresponds to 99% of the volume-weighted average price per share of the Company’s ordinary shares over the last 3 trading days preceding the decision of the board of directors of the Company to issue each of the Tranche A, Tranche B and Tranche C warrants.

Each EIB Warrant entitles the EIB to one ordinary share of the Company in exchange for the exercise price (subject to applicable adjustments and anti-dilution provisions).

The EIB Warrants expire on the twentieth anniversary of their issuance date, at which time such unexercised EIB Warrants will be automatically deemed null and void. Any outstanding EIB Warrant will become exercisable following the earliest to occur of (i) a change of control event, (ii) the maturity date of Tranche to which it is related, (iii) a public take-over bid approved by the Company’s board of directors, (iv) a sale of all or substantially all of certain assets of Cellectis and its subsidiaries, (v) a debt repayment event (i.e. any mandatory repayment pursuant to the Finance Contract or any voluntary payment more than 75% of any Tranche) in respect of one or more Tranches, or (vi) the receipt of a written demand for repayment from EIB in connection with an event of default under the Finance Agreement (each an “Exercise Event”).

Following any Exercise Event and until expiration of the applicable EIB Warrants, EIB may exercise a put option (the "EIB Put Option") by which the EIB may require the Company to repurchase all or part of the then-exercisable but not yet exercised EIB Warrants. The exercise of such put option would be at the fair market value of the EIB Warrants, subject to a cap equal to the aggregate principal amount disbursed by the EIB pursuant to the Finance Contract at the time of the put option, reduced by certain repaid amounts, at the time of exercise of the put option.

Furthermore, in the case of any public take-over bid from a third party or a sale of all outstanding shares of the Company to any person or group of persons acting in concert, the Company shall, subject to certain conditions including the sale by certain shareholders of all of their shares and other securities, be entitled to repurchase all, but not less than all, of the EIB Warrants (the "Call Option"), at a price equal to the greater of (a) 0.3 times the amount disbursed by the EIB under the Finance Contract divided by the aggregate number of EIB Warrants issued (reduced by the number of exercised EIB Warrants), and (b) the fair market value of the EIB Warrants.

The Company has a right of first refusal to repurchase the EIB Warrants that are offered for sale to a third party under the same terms and conditions of such third party’s offer, provided that such right of first refusal does not apply if the contemplated sale occurs within the scope of a public take-over bid by a third party.

The Finance Contract and the Warrant Agreement are separate contracts as their maturities differ and as the warrants are transferable (subject to certain conditions). Therefore, the warrants are accounted for separately from the loan.

Tranche A, B and C loans, as well as their related Tranche A, B and C warrants, are accounted for separately in accordance with IFRS 9. The drawdown of Tranches B and C cannot be analyzed as an amendment to the loan and warrant contracts of Tranche A or B, as its disbursement was subject to additional conditions, the maturity of the loans and warrants is different, and the effective interest rate is different and corresponds to market conditions at the date of drawdown of each of the three Tranches.

The €20.0 million Tranche A loan is classified as a financial liability measured at amortized cost. At initial recognition, i.e. on April 17, 2023, the fair value of this loan included $0.3 million of transaction costs and the $5.3 million fair value of the warrants (see below Derivative Instruments) as the warrants are part of the consideration given to EIB. The initial fair value of the loan is $16.2 million. The loan is subsequently measured at amortized cost, the effective interest rate of the loan being 13.4%.

The €15.0 million Tranche B loan is classified as a financial liability measured at amortized cost. At initial recognition, i.e. on January 25, 2024, the fair value of this loan included the $3.5 million fair value of the warrants (see below Derivative Instruments) as the warrants are part of the consideration given to EIB. The initial fair value of the loan is $12.8 million. The loan is subsequently measured at amortized cost, the effective interest rate of the loan being 11.4%.

The €5.0 million Tranche C loan is classified as a financial liability measured at amortized cost. At initial recognition, i.e. on December 18, 2024, the fair value of this loan included the $0.8 million fair value of the warrants (see below Derivative Instruments) as the warrants are part of the consideration given to EIB. The initial fair value of the loan is $4.5 million. The loan is subsequently measured at amortized cost, the effective interest rate of the loan being 8.85%.

Derivative Instruments – EIB Warrants

The warrants (Bons de Souscription d’Actions) issued in connection with the Tranches A, B and C disbursement, respectively, are derivative instruments.

Because of the terms and conditions of the EIB Put Option, we consider that the Put Option and the Tranche A Warrants, Tranche B Warrants and Tranche C Warrants under each of the Tranches are to be treated as a single compound derivative.

Because of the terms and conditions of the Company’s Call Option, we consider it highly unlikely that the Company will exercise the Call Option. Accordingly, the call option has been valued at zero as of December 31, 2024, and September 30, 2025.

The “fixed for fixed” rule of IAS 32, which states that derivatives shall be classified as equity if they can only be settled by the delivery of a fixed number of shares in exchange for a fixed amount of cash or another financial asset, is not met because there is a settlement option that may result in the exchange of a variable number of shares for a variable price in the case of a put option exercise.

As they are not equity instruments, the Tranche A, B and C Warrants and the attached Put Option are classified as a financial liability and are measured at fair value through profit and loss.

The fair value of the Tranche A, B and C Warrants and the Put Option has been estimated using a Longstaff Schwartz approach. These derivative instruments are classified as level 3 in the fair value hierarchy.

This approach is most appropriate to estimate the value of American options (which may be exercised any time from an exercise event until maturity) with complex exercise terms (EIB can exercise the Warrants on the basis of Cellectis’ spot share price or exercise the put option on the basis of the average price of the shares over 90 days).

The Longstaff Schwartz approach is also based on the value of the underlying share price at the valuation date, the observed volatility of the company’s historical share price and the contractual life of the instruments.

The assumptions and results of the warrant valuation for Tranche A are detailed in the following tables:


	Warrants Tranche A
Grant date *	4/17/2023
Expiration date	4/17/2043
Number of options granted	2,779,188
Share entitlement per option	1
Exercise price (in euros per option)	1.92
Valuation method	Longstaff Schwartz

* The grant date retained is the disbursement date of Tranche A as this is the issuance date defined in the contract.


	Warrants Tranche A
	As of April 17, 2023			As of December 31, 2024			As of September 30, 2025
Number of warrants granted	2,779,188				2,779,188			2,779,188
Share price (in euros)		1.87			1.63			2.36
Contractual life of options (in years)		20.00			18.55			17.55
Expected volatility	81.3%				45.6	%		75.4	%
Risk free rate		2.85	%		2.4	%		3.0	%
Expected dividends		0	%		0	%		0	%
Fair value per option (in euros per share)	1.73				1.19			2.31
Fair value in $ thousands		5,280			3,447			7,544

We conducted sensitivity analysis on the expected volatility. As shown in the tables below, the sensitivity of the fair value to the expected volatility is not significant:


As of September 30, 2025	Fair value in $ thousands
Expected volatility -5%		7,297
Expected volatility		7,544
Expected volatility +5%		7,806

The assumptions and results of the warrant valuation for Tranche B are detailed in the following tables:


	Warrants Tranche B
Grant date *	1/25/2024
Expiration date	1/25/2044
Number of options granted		1,460,053
Share entitlement per option	1
Exercise price (in euros per option)		2.53
Valuation method	Longstaff Schwartz

* The grant date retained is the disbursement date of Tranche B as this is the issuance date defined in the contract.


	Warrants Tranche B
	As of January 25, 2024			As of December 31, 2024			As of September 30, 2025
Number of warrants granted		1,460,053			1,460,053			1,460,053
Share price (in euros)		2.51			1.63			2.36
Contractual life of options (in years)		20.00			19.09			18.34
Expected volatility		60.4	%		45.6	%		75.4	%
Risk free rate		2.7	%		2.4	%		3.0	%
Expected dividends		0	%		0	%		0	%
Fair value per option (in euros per share)		2.22			1.15			2.19
Fair value in $ thousands		3,534			1,750			3,750

We conducted sensitivity analysis on the expected volatility. As shown in the tables below, the sensitivity of the fair value to the expected volatility is not significant:


As of September 30, 2025	Fair value in $ thousands
Expected volatility -5%		3,693
Expected volatility		3,750
Expected volatility +5%		3,736

The assumptions and results of the warrant valuation for Tranche C are detailed in the following tables:


	Warrants Tranche C
Grant date *	12/18/2024
Expiration date	12/18/2044
Number of options granted		611,426
Share entitlement per option	1
Exercise price (in euros per option)		1.70
Valuation method	Longstaff Schwartz

* The grant date retained is the disbursement date of Tranche C as this is the issuance date defined in the contract.


	Warrants Tranche C
	As of December 18, 2024			As of December 31, 2024			As of September 30, 2025
Number of warrants granted		611,426			611,426			611,426
Share price (in euros)		1.56			1.63			2.36
Contractual life of options (in years)		20.00			19.97			19.22
Expected volatility		45.3	%		45.6	%		75.4	%
Risk free rate		2.2	%		2.4	%		3.0	%
Expected dividends		0	%		0	%		0	%
Fair value per option (in euros per share)		1.19			1.28			2.22
Fair value in $ thousands		755			813			1,593

We conducted sensitivity analysis on the expected volatility. As shown in the tables below, the sensitivity of the fair value to the expected volatility is not significant:


As of September 30, 2025	Fair value in $ thousands
Expected volatility -5%		1,583
Expected volatility		1,593
Expected volatility +5%		1,603

12.2 Remaining contractual maturities


Balance as of September 30, 2025	Book value		Less than One Year		One to Five Years		More than Five Years
	$ in thousands
Lease debts		37,583		10,084		26,098		9,106
Financial liabilities, excluding EIB warrants		68,752		18,366		69,354		9,878
Trade payables		16,095		16,095		-		-
Other current liabilities		10,820		10,820		-		-
Total		133,251		55,365		95,452		18,984


Balance as of December 31, 2024	Book value			Less than One Year		One to Five Years		More than Five Years
	$ in thousands
Lease debts		42,630			10,558		28,657		12,782
Other financial liabilities		67,016			16,573		36,618		36,538
Trade payables		18,664			18,664		-		-
Other current liabilities		10,097			10,097		-		-
Total		138,408	-		55,893		65,275		49,321

The above remaining contractual maturities are undiscounted amounts and include future interests to be paid.

Note 13. Other current liabilities


	As of December 31, 2024		As of September 30, 2025

	$ in thousands
VAT Payables		16		62
Accruals for personnel related expenses		8,830		8,888
Other		1,251		1,870
Total other current liabilities		10,097		10,820

Accruals for personnel related expenses include paid time-off and payroll related social charges accruals, annual bonus accruals and social charges liabilities on stock options.

Note 14. Deferred income and contract liabilities


	As of December 31, 2024		As of September 30, 2025

	$ in thousands
Deferred revenues		112,161		93,904
Other deferred income		0		104
Total deferred income and contract liabilities		112,161		94,008

As of September 30, 2025, the deferred income and contract liabilities include $93.8 million of deferred revenues related to the AZ JRCA, including upfront payments from the IIA and the SIA.

The $18.3 million decrease in deferred revenues between December 31, 2024 and September 30, 2025 is explained by (i) revenue recognized in the nine-months ended September 30, 2025 for $62.3 million (of which $35.1 million were included in deferred revenues at the beginning of the year), partially offset by (ii) additional consideration from customers for $31.0 million, and (iii) a foreign exchange impact of $13.0 million.

As of December 31, 2024, the deferred revenues and contract liabilities included $112.2 million of deferred revenues related to the AZ JRCA, including upfront payments from the IIA and the SIA.

The accounting treatment of the AZ JRCA, the IIA and the SIA is detailed in Note 2.3 "Accounting treatment of transactions with AstraZeneca".

Note 15. Share capital and premium related to the share capitals


Nature of the Transactions	Share Capital		Share premium			Number of shares		Nominal value
	$ in thousands (except number of shares)							in €
Balance as of January 1, 2024		4,365		522,785			71,751,201		0.05
Capital increase of Cellectis		1,522		140,006			28,000,000
Derecognition of AZ SIA derivative				(57,638	)
Transaction costs related to capital increase				(208	)
Vesting of free shares granted to employees and directors		19					342,672
Non-cash stock-based compensation expense				2,283			-
Other movements				(79	)		-
Balance as of September 30, 2024		5,906		607,153			100,093,873		0.05

Balance as of January 1, 2025		5,889		494,288			100,093,873		0.05
Allocation of prior period loss (1)				(62,999	)
Vesting of free shares granted to employees and directors (2)		13		3			231,356
Non-cash stock-based compensation expense		-		3,860			-
Other movements		-		11			-
Balance as of September 30, 2025		5,902		435,162			100,325,229		0.05

Capital evolution during the nine-month period ended September 30, 2025

(1)

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.

(2)

During the nine-month period ended September 30, 2025, 231,356 ordinary shares were issued to the benefit of Cellectis employees related to free share plans which met vesting conditions.

Note 16. Non-cash stock-based compensation

Detail of Cellectis equity awards

Holders of vested Cellectis stock options and warrants are entitled to exercise such options and warrants to purchase Cellectis ordinary shares at a fixed exercise price established at the time such options and warrants are granted during their contractual life.

For stock options and warrants, we estimate the fair value of each option on the grant date or other measurement date if applicable using a Black-Scholes option-pricing model, which requires us to make predictive assumptions regarding future stock price volatility, exercise behavior, dividend yield, and the forfeiture rate. We estimate our future stock price volatility based on Cellectis historical closing share prices over the expected term period. Our expected term represents the period of time that options granted are expected to be outstanding determined using the simplified method. The risk-free interest rate is based on the French government securities with maturities similar to the expected term of the options in effect at the time of grant. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero. Options may be priced at 100 percent or more of the fair market value on the date of grant, and generally vest over four years after the date of grant. Options generally expire within ten years after the date of grant.

Stock options

The weighted-average fair values of stock options granted and the assumptions used for the Black-Scholes option pricing model were as follows for the nine-month periods ended September 30, 2024 and September 30, 2025:


	For the nine-month period ended September 30,
	2024	2025

Weighted-Average fair values of stock options granted	1.41€	0.87€
Assumptions:
Risk-free interest rate	2.51% - 2.99%	2.78% - 2.95%
Share entitlement per options	1 - 1.06	1
Exercise price	1.90€ - 2.82€	1.26€ - 1.56€
Underlying stock price at grant date	1.67€-2.76€	1.26€-1.52€
Expected volatility	64.6%- 65.2%	65.0%- 65.9%
Expected term (in years)	6.03 - 6.15	5.93 - 6.12
Vesting conditions	Performance & Service or Service only	Performance & Service or Service only
Vesting period	Graded	Graded

Stock option activity was as follows:


	Options Exercisable		Weighted-Average Exercise Price Per Share (in €)		Options Outstanding			Weighted-Average Exercise Price Per Share (in €)		Remaining Average contractual Life (in years)


Balance as of January 1, 2024		7,913,183		23.63		10,543,159			18.92		4.6
Granted		-		-		3,034,488			2.52		-
Additional shares due to change in conversion ratios		-		-		712,121			17.03		-
Exercised		-		-		-			-		-
Forfeited or Expired		-		-		(913,335	)		3.88		-

Balance as of September 30, 2024		9,116,199		22.23		13,376,433			16.13		4.8

Balance as of January 1, 2025		8,546,368		22.34		12,519,294			16.16		4.6
Granted		-		-		6,194,033			1.45		-
Exercised		-		-		-			-		-
Forfeited or Expired		-		-		(2,745,733	)		31.97		-
		-		-		-			-		-
Balance as of September 30, 2025		7,468,235		14.53		15,967,594			7.73		6.6

Share-based compensation expense related to Cellectis' stock option awards was $3.5 million and $1.8 million for the nine-month period ended September 30, 2025, and 2024, respectively.

On January 30, 2025, the Board of Directors granted 3,851,783 stock options to executive employees. These stock options will vest over three years based on both service and non-market performance conditions.

On March 13, 2025, the Board of Directors granted 1,866,150 stock options to non executive employees. These stock options will vest over four years based on service conditions.

On June 23, 2025, the Board of Directors granted 270,500 stock options to executive employees. These stock options will vest over three years based on both service and non-market performance conditions. In addition, on June 23, 2025, the Board of Directors granted 205,600 stock option to non executive employees. These stock options will vest over four years based on service conditions.

Warrants

The weighted-average fair values of warrants granted and the assumptions used for the Black-Scholes option pricing model were as follows for the nine-month period September 30, 2025:


	For the nine-month period ended September 30,
	2025

Weighted-Average fair values of warrants granted	1.43€
Assumptions:
Risk-free interest rate	2.82%
Share entitlement per warrant	1
Subscription price	0.13€
Exercise price	2.59€
Underlying stock price at grant date	2.36€
Expected volatility	70.73%
Expected term (in years)	5.5
Vesting conditions	Service
Vesting period	Graded

Warrants activity was as follows:


	Warrants Exercisable		Weighted-Average Exercise Price Per Share (in €)		Warrants Outstanding			Weighted-Average Exercise Price Per Share (in €)		Remaining Average Useful Life (in years)

Balance as of January 1, 2024		338,875		26.69		338,875			26.69		2.4
Granted		-		-		-			-		-
Additional shares due to change in conversion ratios		20,332		26.69		20,332			26.69		-
Exercised		-		-		-			-		-
Forfeited or Expired		-		-		-			-		-

Balance as of September 30, 2024		359,207		26.69		359,207			26.69		1.7

Balance as of January 1, 2025		338,875		26.69		338,875			26.69		1.4
Granted		-		-		75,000			2.59		-
Exercised		-		-		-			-		-
Forfeited or Expired		-		-		(244,375	)		27.91		-

Balance as of September 30, 2025		94,500		23.51		169,500			14.25		5.1

Share-based compensation expense related to warrants awards was $0.1 million and $0.0 million for the nine-month periods ended September 30, 2025. and 2024, respectively.

Free shares

The free shares granted since 2021 are subject to a three-year vesting period for all employees based on service conditions. Free shares granted to executive officers are also subject to performance conditions.

Our vesting performance conditions comprise a mix of financial, manufacturing and clinical objectives to be met.

Free shares activity was as follows:


	Number of Free shares Outstanding			Weighted-Average Grant Date Fair Value (in €)

Outstanding balance as of January 1, 2024		1,017,538			6.59
Granted		41,990			4.76
Vested		(342,672	)		12.57
Cancelled		(171,196	)		5.64

Outstanding balance as of September 30, 2024		545,659			2.99

Outstanding balance as of January 1, 2025		509,295			2.84
Granted		-			-
Vested		(231,356	)		2.63
Cancelled		(17,551	)		2.93

Outstanding balance as of September 30, 2025		260,388			3.01

The fair value of free shares corresponds to the closing stock price of our common shares at grant date. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero in determining fair value.

Share-based compensation expense related to Cellectis' free shares awards was $0.3 million and $0.5 million for the nine-month periods ended September 30, 2025 and 2024 respectively.

No free shares were granted during the nine-month ended September 30, 2025.

Note 17. Earnings per share


	For the nine-month period ended September 30,
	2024			2025

Net income (loss) attributable to shareholders of Cellectis ($ in thousands)		(42,683	)		(41,275	)
Weighted average number of outstanding shares, used to calculate basic net result per share		87,355,605			100,262,948
Weighted average number of outstanding shares, net of effects of dilutive potential ordinary shares		87,355,605			100,262,948

Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic net income (loss) attributable to shareholders of Cellectis, per share ($ /share)		(0.49	)		(0.41	)
Diluted net income (loss) attributable to shareholders of Cellectis, per share ($ /share)		(0.49	)		(0.41	)


	For the three-month period ended September 30,
	2024			2025

Net income (loss) attributable to shareholders of Cellectis ($ in thousands)		(23,056	)		589
Weighted average number of outstanding shares, used to calculate basic net result per share		100,093,635			100,325,229
Weighted average number of outstanding shares, used to calculatediluted net result per share		100,093,635			101,708,538

Basic / Diluted net income (loss) per share attributable to shareholders of Cellectis
Basic net income (loss) attributable to shareholders of Cellectis, per share ($ /share)		(0.23	)		0.01
Diluted net income (loss) attributable to shareholders of Cellectis, per share ($ /share)		(0.23	)		0.01

For the nine months ended September 30, 2025, potential shares that could dilute basic earnings per share in the future were not included in the calculation of the diluted net loss per share as their effect would be anti-dilutive. These potential shares consist of stock options, unvested free shares and warrants granted to our employees and directors (see Note 16) and outstanding warrants ("BSA") granted to EIB (see Note 12).

For the three months ended September 30, 2025, the potential shares have been included in the calculation of diluted earnings per share in accordance with the treasury stock method provided for by IAS 33. The proceeds, which would be recovered in the event of an exercise of rights related to dilutive instruments, are presumed to be a share buyback at the average market price over the period. The number of shares thereby obtained leads to a reduction in the total number of shares that would result from the exercise of rights.

Note 18. Provisions


	As of January 1, 2025		Additions		Amounts used during the period			Reversals			OCI		As of September 30, 2025
	$ in thousands
Retirement indemnities		1,115		113		-			-			112		1,339
Employee litigation and severance		180		255		(70	)		(36	)		31		360
Commercial litigation		553		-		-			-			72		625
Other provision for charges		95		-		(10	)		-			12		97
Total		1,942		367		(80	)		(36	)		227		2,421
Non-current provisions		1,115		113		-			-			112		1,339
Current provisions		828		255		(80	)		(36	)		115		1,082

During the nine-month period ended September 30, 2025, movements in provisions were immaterial.

Note 19. Off-balance sheet commitments


As of September 30, 2025	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
	$ in thousands
Contractual commitments for the acquisition of property, plants and equipment		205		205		-		-		-
IT licensing agreements		3,119		1,055		2,064		-		-
Other agreements
Total commitments		3,323		1,259		2,064		-		-


As of December 31, 2024	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
	$ in thousands
Clinical & Research and Development agreements		67		67		-		-		-
IT licensing agreements		1,177		288		889		-		-
Total commitments		1,244		355		889		-		-

Calyxt Lease Guaranty

In addition to the amounts stated in the above table, in September 2017 Cellectis provided a guaranty on the lease agreement that Calyxt entered into for its headquarters in Roseville, Minnesota. The lease has a term of twenty years with four options to extend its term for five years.

Calyxt previously agreed to indemnify Cellectis for any obligations under this guaranty, effective upon Cellectis’ ownership falling to 50 percent or less of Calyxt’s outstanding common stock. Accordingly, Calyxt’s indemnification obligation was triggered in October 2022.

In connection with the Merger Agreement, we executed a voting agreement with Cibus to vote in favor of and approve all the transactions contemplated by the Merger Agreement, subject to the terms and conditions thereof. Pursuant to the voting agreement, at such time that the annual revenues of Calyxt Inc. equals $25.0 million or more for two consecutive 12-month periods after the closing of the Merger, Cibus will use commercially reasonable efforts to terminate our guaranty of Calyxt’s lease agreement with respect to its headquarters, which we provided in favor of the landlord of that property. As of September 30, 2025, our lease guaranty represented a potential commitment in the amount of $20.3 million over the remaining 13-year lease period. Cibus, however, will not be required to replace us as guarantor or pay any fees in connection with termination of the guaranty. Until the parties are able to terminate our lease guaranty, Cibus. may not renew or extend the lease or enter into any amendment that would increase our obligation under the lease guaranty. Further, Cibus, from and after the closing of the Merger, agrees to indemnify us and our affiliates in connection with the Cibus lease and our guaranty thereof.

Obligations under the terms of license agreements and collaboration agreements

We also have agreements whereby we are obligated to pay royalties and milestone payments based on future events that are uncertain and therefore they are not included in the table above.

Obligations under the terms of IT licensing agreements

We have entered into cloud-computing arrangements which are accounted for as service contracts. Under these arrangements, we have obligations to pay quarterly fixed fees per active number of user licenses.

Note 20. Significant transactions with related parties

Transactions with related parties having significant influence over the Group

During the nine months ended September 30, 2025 and September 30, 2024, the Group conducted transactions with AstraZeneca, which is also a shareholder with significant influence over the Group. These transactions are detailed in Notes 2.3 and 4.1.

Outstanding balances with AstraZeneca as of September 30, 2025 and December 31, 2024 are as follows:


	AstraZeneca
ASSETS	As of December 31,		As of September 30,
	2024		2025
	$ in thousands
Total non-current assets		-		-
Trade receivables		6,053		6,750
Total current assets		6,053		6,750
TOTAL ASSETS		6,053		6,750
LIABILITIES
Non-current financial liabilities
Total non-current liabilities		-		-
Current financial liabilities		-		-
Deferred income and contract liabilities		112,155		93,771
Total current liabilities		112,155		93,771
TOTAL LIABILITIES		112,155		93,771

Transactions with other related parties

Bpifrance, which is a shareholder of Cellectis without significant influence, participated in a bank syndicate that granted to Cellectis a State-Guaranteed loan (“Prêt Garanti par l’Etat”, or “PGE”). During the nine months ended September 30, 2025, we made payments of €1.2 million ($1.3 million) to Bpifrance in principal and interests pursuant to the PGE loan.

We also entered into agreements with Bpifrance, to provide:

•

a financing of 80% of our tax receivables related to the 2021 and 2022 Research Tax Credit ("Crédit d'Impôt Recherche" or "CIR") income. Pursuant to these agreements, Bpifrance advanced €5.5 million and €5.3 million over the period from June 15, 2022 to June 15, 2023. The agreements were amended to extend the maturity to October, 15, 2025. We made payments of €0.3 million ($0.3 million) in interests during the nine months ended September 30, 2025.

•

a grant and refundable advance to partially support a R&D program related to Cellectis' UCART20x22 for up to €6.4 million subject to specific conditions (see note 12) . In the nine months ended September 30, 2025, Cellectis did not pay any principal or interests related to this advance. Interests accrued during the period amount to €0.3 million ($0.3 million).

Outstanding balances with Bpifrance were as follows:


	BPI
	As of December 31,		As of September 30,
	2024		2025
ASSETS	$ in thousands
Total non-current assets		-		-
Total current assets		-		-
TOTAL ASSETS		-		-
LIABILITIES
Non-current financial liabilities		4,358		3,925
Total non-current liabilities		4,358		3,925
Current financial liabilities		12,716		14,414
Total current liabilities		12,716		14,414
TOTAL LIABILITIES		17,074		18,340

Note 21. Subsequent events

As of November 1, 2025, AZ Holdings acquired double voting rights attached to the 16,000,000 ordinary shares subscribed pursuant to the Initial Investment Agreement, and accordingly may exercise voting power with respect to approximately 39.8% of the voting rights outstanding with respect to our share capital, inclusive of (i) the ordinary shares held by AZ Holdings, and (ii) the voting rights the Class A Preferred Shares, which vote together with our ordinary shares). As of November 1, 2025, AstraZeneca Holdings owns 39.8% voting rights of the Company.

Item 2. Management’s Discussion & Analysis of Financial Condition and Results of Operations

Overview

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 and cell therapy product candidates in other therapeutic indications.

Our UCART product candidates, based on gene-edited T-cells that express chimeric antigen receptors, or 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 and cell therapy product candidates for genetic diseases.

We are conducting our operations through one business segment, Therapeutics. Our Therapeutics segment is focused on the development of products in the field of immuno-oncology and genetic diseases.

Since our inception in early 2000, we have devoted substantially all of our financial resources to research and development efforts. Our current research and development focuses primarily on our CAR T-cells and gene and cell therapy product candidates, including conducting the pre-clinical activities, and preparing to conduct clinical studies of our UCART product candidates, providing general and administrative support for these operations and protecting our intellectual property.

We do not have any therapeutic products approved for sale and have not generated any revenues from therapeutic product sales.

At the date of this Report, we are sponsoring clinical studies with respect to two proprietary Cellectis UCART product candidates at eighteen (18) sites for the BALLI-01 Study and at nine (9) sites for the NATHALI-01 Study.

Partnered programs update

•

Servier: anti-CD19 CAR-T

In May 2025, Allogene Therapeutics, Inc. (“Allogene”), Servier's sublicensee, announced that, as part of the ALPHA3 clinical trial evaluating cemacabtagene ansegedleucel (cema-cel) in first-line consolidation for large B-cell lymphoma, the milestone for lymphodepletion regimen selection and futility analysis has been shifted by approximately two quarters and is now expected by Allogene in the first half of 2026.

In August 2025, Allogene announced that it has selected standard fludarabine and cyclophosphamide (FC) as the lymphodepletion regimen to be used in its ALPHA3 study. The arm testing FC plus ALLO-647, an anti-CD52 mAb (FCA), is now closed to further enrollment. According to Allogene, this decision, made ahead of the scheduled futility analysis, was prompted by a Grade 5 adverse event in the FC plus ALLO-647 arm that has been attributed to the use of ALLO-647. According to Allogene, this event was deemed unrelated to cema-cel. Allogene further announced that the amended ALPHA3 trial now proceeds as a randomized study with two arms, comparing cema-cel after standard FC lymphodepletion to observation, the current standard of care. Statistical design of the trial and the prespecified study conduct remain the same. The futility analysis comparing MRD conversion milestone is expected by Allogene to occur first half of 2026.

•

Allogene: anti-CD70 CAR-T

In June 2025, Allogene presented updated data from the Phase 1 TRAVERSE study of ALLO-316 in renal cell carcinoma during an oral presentation at the 2025 ASCO Annual Meeting. The presentation focused on the Phase 1b expansion cohort from the Phase 1 TRAVERSE study in which patients were treated with a standard regimen of cyclophosphamide and fludarabine following by a single dose of 80 million CAR-T cells.

•

AstraZeneca

The research and development activities under the AZ JRCA are continuing to advance.

For a discussion of our operating capital requirements and funding sources, please see “Liquidity and Capital Resources” below.

Key events of the nine-month period ended September 30, 2025

In July 2025, Cellectis completed the multidisciplinary end-of-Phase 1 regulatory interactions with both the Food and Drug Administration (FDA) and the European Medicines Agency (EMA) for lasme-cel in r/r B-ALL. Preparations are currently underway in anticipation for an amendment to initiate a pivotal Phase 2 of lasme-cel in r/r B-ALL, which is expected in Q4 2025.

Cellectis continues to focus on the enrollment of patients in the NATHALI-01 study.

•

Changes to the Board of Directors

The shareholder meeting which took place on June 26, 2025, approved the renewal of Mr. Donald Bergstrom and the appointment of Mr. André Muller as members of the Board of Directors of Cellectis.

At the close of this shareholder meeting, the term of Mr. Axel-Sven Malkomes expired, and the previously announced resignation of Pierre Bastid became effective.

In connection with these changes to the Board of Directors, the Board of Directors appointed Mr. André Muller, Mr. Donald Bergstrom, and Mr. Rainer Boehm as members to the Company's Audit Committee.

Key events post September 30, 2025

•

Clinical Data of BALLI-01 Phase 1 study on lasme-cel (UCART22)

On October 16, 2025, during its R&D Day, the Company provided promising clinical data from the Phase 1 BALLI-01 study of lasme-cel for transplant ineligible patients with r/r B-ALL in the third line or beyond:

•

Efficacy: ORR of 68% with lasme-cel Process 2 (n=22), 83% at RP2D (n=12) and 100% in the target Phase 2 population (n=9)

•

Safety: in Phase 1 (n=40), lasme-cel was generally well-tolerated (including 1 case of grade 2 IEC-HS which resolved)

•

Durability: in patients who achieved MRD-negative CR/CRi, median OS was 14.8 months

•

In the target Phase 2 population, CR/CRi rate of 56% with ~80% of patients achieving MRD-negative status

•

In the target Phase 2 population, 100% patients became transplant eligible with 78% proceeding to transplant

•

Among 11 patients previously treated with all 3 targeted therapies (inotuzumab, blinatumomab, and CD19 CAR-T), 8 responded and 7 achieved MRD-negative status.

The Company also announced that the BALLI-01 pivotal Phase 2 has been initiated, with a first patient to be enrolled in Q4 2025, unveiled the design of the pivotal Phase 2, its planned registration path for lasme-cel's initial indication, as well as the potential commercial opportunity.

•

Preliminary Clinical Data of NATHALI-01 Phase 1 study on eti-cel (UCART20x22)

During its R&D Day, Cellectis further unveiled preliminary clinical data on eti-cel, its allogeneic CAR-T product candidate for r/r NHL. These preliminary results demonstrate an encouraging overall response rate (ORR) of 86% and a complete response (CR) rate of 57% at the current dose level (n=7), with 4 out of 7 patients achieving a complete response. The preliminary high rate of complete responses underscores the potential of this innovative approach to transform outcomes for r/r NHL patients. The Company expects to present a full Phase 1 dataset of NATHALI-01 in 2026.

•

AstraZeneca acquired double voting rights.

Financial Operations Overview

We have incurred net losses in nearly each year since our inception. Substantially all of our net operating losses resulted from costs incurred in connection with our development programs and from selling, general and administrative expenses associated with our operations. As we continue our intensive research and development programs, we expect to continue to incur significant expenses and expect to incur losses for the foreseeable future. We anticipate that such expenses will increase substantially if and as we:

•

progress our clinical trials BALLI-01, and NATHALI-01;

•

continue to advance the research and development of our current and future immuno-oncology product candidates; advance research and development efforts for our cell and gene therapy product candidates;

•

further develop and refine the manufacturing process for our immuno-oncology product candidates;

•

maintain our manufacturing facilities in Paris (France) and Raleigh (North Carolina, USA), continue production at our in-house manufacturing facilities and change or add additional manufacturers or suppliers of biological materials to support our in-house manufacturing capabilities;

•

seek regulatory and marketing approvals for our product candidates, if any, that successfully complete development;

•

establish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain marketing approval;

•

seek to identify and validate additional product candidates;

•

acquire or in-license other product candidates, technologies or biological material;

•

make milestone or other payments under any in-license agreements;

•

maintain, protect and expand our intellectual property portfolio;

•

seek to attract and retain new and existing skilled personnel;

•

experience any delays or encounter issues with any of the above.

We do not expect to generate material revenues from sales of our therapeutic product candidates unless and until we successfully complete development of, and obtain marketing approval for, one or more of our product candidates, which we expect will take a number of years and is subject to significant uncertainty. Accordingly, we anticipate that we will need to raise additional capital prior to completing clinical development of any of our therapeutic product candidates. Until such time that we can generate substantial revenues from sales of our product candidates, if ever, we expect to finance our operating activities through a combination of milestone payments received pursuant to our collaboration and license agreements, equity offerings, debt financings, government or other third-party funding and new collaborations, and licensing arrangements. However, we may be unable to raise additional funds or enter into such arrangements when needed on favorable terms, or at all, which would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our development programs or commercialization efforts or grant to other rights to develop or market product candidates that we would otherwise prefer to develop and market ourselves. Failure to receive additional funding could cause us to cease operations, in part or in full.

Our interim condensed consolidated financial statements for the nine-month period ended September 30, 2025 have been prepared in accordance with International Accounting Standard 34 ("IAS 34") - Interim Financial Reporting, as issued by the International Accounting Standards Board, or IASB.

Results of Operations

Comparison for the nine-month periods ended September 30, 2024 and 2025

Revenues


	For the nine-month period ended September 30,				% change
	2024		2025		2025 vs 2024
Collaboration agreements		28,334		61,898		118.5	%
Other revenues		455		654		43.60	%
Revenues		28,789		62,552		117.3	%

The increase in revenues of $33.8 million between the nine-month periods ended September 30, 2024 and 2025 was mainly driven by the evolution of activities performed in connection with the Research Plans and fulfillment of our performance obligations under the AstraZeneca Joint Research and Collaboration Agreement. As a reminder, revenues as recorded in the nine-month period ended September 30, 2024 included a $5.4 million development milestone under the License Agreement with Servier.

Other income


	For the nine-month period ended September 30,				% change
	2024		2025		2025 vs 2024
Research tax credit		5,154		4,834		-6.2	%
Other income		109		-		-100.0	%
Other income		5,263		4,834		-8.1	%

The decrease in other income of $0.4 million between the nine-month periods ended September 30, 2024 and 2025 is mainly due to a $0.3 million decrease in research tax credit attributable to less eligible expenses, following the new French tax applicable rules.

Research and development expenses


	For the nine-month period ended September 30,						% change
	2024			2025			2025 vs 2024
Personnel expenses		(27,792	)		(29,482	)		6.1	%
Purchases, external expenses		(26,868	)		(24,743	)		-7.9	%
Depreciation and amortization expenses (incl. right of use amortization)		(13,817	)		(13,868	)		0.4	%
Other		(1,193	)		(987	)		-17.2	%
Research and development expenses		(69,670	)		(69,081	)		-0.8	%

Between the nine-month periods ended September 30, 2024 and 2025, research and development expenses decreased by $0.6 million. Personnel expenses increased by $1.7 million from $27.8 million in 2024 to $29.5 million in 2025 mainly due to non-cash stock-based compensation increase by $1.0 million and wages and salaries increase by $0.7 million. Purchases and external expenses decreased by $2.1 million.

Selling, general and administrative expenses


	For the nine-month period ended September 30,						% change
	2024			2025			2025 vs 2024
Personnel expenses		(5,582	)		(6,416	)		14.9	%
Purchases, external expenses		(6,667	)		(6,798	)		2.0	%
Depreciation and amortization expenses (incl. right of use amortization)		(1,135	)		(1,091	)		-3.9	%
Other		(769	)		(684	)		-11.0	%
Selling, general and administrative expenses		(14,153	)		(14,988	)		5.9	%

Purchases, external expenses and other remain flat as the decrease in depreciation and amortization expenses.

Other operating income and expenses


	For the nine-month period ended September 30,				% change
	2024		2025		2025 vs 2024
Other operating income		896		958		6.9	%
Other operating expenses		-		-	-
Other operating income (expenses)		896		958		6.9	%

Between the nine-month periods ended September 30, 2024 and 2025, the other operating income increased by $0.1 million following the favorable outcome of a claim with French social tax authorities related to the reimbursement of social charges on non-vested stock option plans.

Net financial gain (loss)


	For the nine-month period ended September 30,						% change
	2024			2025			2025 vs 2024
Financial income		29,727			14,108			-52.5	%
Financial expenses		(24,049	)		(39,658	)		64.9	%
Net Financial gain (loss)		5,677			(25,550	)		-550.0	%

The decrease in financial income of $15.6 million between the nine-month periods ended September 30, 2024 and 2025 was mainly attributable to (i) a $14.3 million gain in change in fair value of the derivative instrument component of the SIA, which was recorded last year before derecognition of the derivative in May 2024, (ii) a $0.3 million decrease in income from cash, cash equivalents and financial assets, (iii) a $ 3.9 million gain recognized in the nine months ended September 30, 2025 on the fair value measurement of the Tranches A, B and C warrants issued to the EIB, partially offset by (iv) a $2.0 million increase in foreign exchange gains and (v) a $0.8 million increase in fair value gain of FX derivatives.

The increase in financial expenses of $15.6 million between the nine-month periods ended September 30, 2024 and 2025 is mainly attributable to a (i) $16.7 million increase in foreign exchange loss over the period due to the devaluation of the USD against the Euro which resulted in foreign exchange losses on our cash, cash equivalents and other bank deposits classified as current and non current financial asset, (ii) a $5.8 million loss on the fair value measurement of the Tranches A, B and C warrants issued to the EIB, (iii) a $0.5 million increase in interests on our financial and lease liabilities, partially offset by (iv) a $7.5 million decrease in the loss on fair value measurement of our investment in shares of Cibus which was entirely sold in the first quarter of 2025.

Income tax

Net income (loss)


	For the nine-month period ended September 30,						% change
	2024			2025			2025 vs 2024
Net income (loss)		(42,683	)		(41,275	)		-3.3	%

The change from a net loss of $42.7 million in the nine-month periods ended September 30, 2024 to a net loss of $41.3 million in the nine-month period ended September 30, 2025 was mainly due to (i) a $31.2 million change from a net financial gain of $5.7 million as of September 30, 2024 to a net financial loss of $25.6 million as of September 30, 2025, offset by (ii) an increase in revenues and other income of $33.3 million.

Liquidity and Capital Resources

Introduction

We have incurred losses and cumulative negative cash flows from operations in nearly each year since our inception in 2000, and we anticipate that we will continue to incur losses for the foreseeable future. We expect that our research and development and selling, general and administrative expenses will continue to increase and, as a result, we will need additional capital to fund our operations, which we may raise through a combination of equity offerings, debt financings, other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements.

Until such time that we can generate substantial revenues from sales of our product candidates, if ever, we expect to finance our operating activities through a combination of milestone payments received pursuant to our collaboration and license agreements, equity offerings, debt financings, government or other third-party funding and new collaborations, and licensing arrangements. However, we may be unable to raise additional funds or enter into such arrangements when needed on favorable terms, or at all, which would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our development programs or commercialization efforts or grant to other rights to develop or market product candidates that we would otherwise prefer to develop and market ourselves. Failure to receive additional funding could cause us to cease operations, in part or in full.

We have funded our operations since inception primarily through private and public offerings of our equity securities, debt financings, government grants (including payments of research tax credits), and payments received under collaboration and licensing agreements with third parties.

Our ordinary shares have been traded on the Euronext Growth market of Euronext in Paris since February 7, 2007, and our ADSs have traded on the Nasdaq Global Market in New York since March 30, 2015.

Liquidity management

As of September 30, 2025, we had cash and cash equivalents of $52.2 million and fixed-term deposits of $168.2 million of which $137.6 million classified as current financial assets and $30.6 million classified as non-current financial assets.

Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation. Currently, our cash and cash equivalents are held in bank accounts, and fixed bank deposits, in each case primarily in France. The portion of cash and cash equivalents, fixed term deposits and restricted cash denominated in U.S. dollars is $183.6 million as of September 30, 2025.

Historical Changes in Cash Flows

The table below summarizes our sources and uses of cash for the nine-month period ended September 30, 2024 and 2025.


	For the nine-month period ended September 30,
	2024			2025
	$ in thousands
Net cash flows provided by (used in) operating activities		23,036			(29,041	)
Net cash flows provided by (used in) investing activities		(86,147	)		(51,935	)
Net cash flows provided by (used in) financing activities		86,188			(12,621	)
Total		23,077			(93,596	)
Effect of exchange rate changes on cash		(697	)		2,588

For the nine-month period ended September 30, 2025, our net cash flows used in operating activities of $29.0 million are mainly due to cash payments from Cellectis to suppliers of $35.5 million, Cellectis’ wages, bonuses social expenses paid of $32.4 million, partially offset by $30.5 million cash-in from our license and collaboration agreements, $7.1 million of interest received on financial investments and $2.9 million cash-in from credit VAT payments.

For the nine-month period ended September 30, 2024, our net cash flows provided by operating activities of $23.0 million were mainly due to $26.8 million cash-in from our license and collaboration agreements, $2.9 million of cash-in from VAT credit, $7.6 million of cash-in from income on financial investments, $57.0 million on the derecognition of SIA derivative instrument partially offset by cash payments from Cellectis to suppliers of $42.0 million, Cellectis’ wages, bonuses social expenses paid of $31.6 million and reimbursement of the fiscal years 2017 and 2018 French research tax credit for $0.7 million pursuant to Paris Administrative Court's decision.

For the nine-month period ended September 30, 2025, our net cash flows used in investing activities of $51.9 million mainly reflect the net cash invested in bank fixed term deposits (classified as current and non current financial assets in the consolidated statement of financial position) for $48.9 million and the payments of capital expenditures for $3.0 million.

For the nine-month period ended September 30, 2024, our net cash flows used in investing activities of $86.1 million primarily reflected the $82.2 million increase in our current financial assets excluding non-cash changes in fair value, $1.8million of interest generated by our fixed-term deposit classified as current financial asset, $1.0 million of investments in R&D equipment and building fittings under construction in France and $0.9 million in the US and $0.1 million of increase in the deposit for our leased premises in Paris.

For the nine-month period ended September 30, 2025, our net cash flows used in financing activities of $12.6 million reflect mainly repayment for $4.0 million of the "PGE" loan, the payments of lease debts for $8.1 million and the payments of interest on financial debts for $0.5 million.

For the nine-month period ended September 30, 2024, our net cash flows provided by financing activities of $86.2 million reflected mainly the $140.0 million cash received from AZ related to Cellectis' capital increase (out of which $57.0 million were recorded as cash-flows from operating activities), the $16.3 million cash received from EIB pursuant to the disbursement of the Tranche B, partially offset by the payments of lease debts of $8.3 million, the repayment of the “PGE”loan of $4.0 million, the $0.6 million interest paid on our borrowings.

Operating capital requirements

Our cash consumption is driven by our internal operational activities, including manufacturing activity conducted at our in-house manufacturing facilities, as well as our outsourced activities, including the pre-clinical research and development activities, manufacturing and technology transfer expenses payable to CMO providers, costs and expenses associated with our clinical trials, including payments to clinical research centers, CROs involved in the clinical trials, and third-parties providing logistics and testing services. In addition, we incur significant annual payment and royalty expenses related to our in-licensing agreements with different parties including Life Technologies and University of Minnesota. We also incur substantial expenses related to audit, legal, regulatory and tax related services associated with our public company obligations in the United States and our continued compliance with applicable U.S. exchange listing and SEC requirements.

To date, we have not generated any revenues from therapeutic product sales. In addition to our cash generated by operations (including payments under our collaboration agreements), we have funded our operations since inception primarily through private and public offerings of our equity securities, debt financings, government grants (including payments of research tax credits), and payments received under collaboration and licensing agreements with third parties.

We do not know when, or if, we will generate any revenues from therapeutic product sales. We do not expect to generate significant revenues from product sales unless and until we obtain regulatory approval of and commercialize one of our current or future therapeutic product candidates.

We are subject to all risks incident in the development of new gene therapy products, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business.

We anticipate that we will need additional funding in connection with our continuing operations, including for the further development of our existing product candidates and to pursue other development activities related to additional product candidates.

With cash and cash equivalents of $52.2 million and deposits of $168.2 million as of September 30, 2025, the Company believes its cash and cash equivalents and deposits will be sufficient to fund its operations into the second half of 2027 and therefore for at least twelve months following the unaudited interim condensed consolidated financial statements' publication.

Our future funding requirements, both near and long-term, will depend on many factors, including, but not limited to:

•

the initiation, progress, timing, costs and results of pre-clinical and clinic studies for our product candidates;

•

the capacity of manufacturing our products in France and in the United States;

•

the outcome, timing and cost of regulatory approvals by U.S. and non-U.S. regulatory authorities, including the possibility that regulatory authorities will require that we perform more studies than those that we currently expect;

•

the ability of our product candidates to progress through clinical development successfully;

•

the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;

•

our need to expand our research and development activities;

•

our need and ability to hire additional personnel;

•

our need to implement additional infrastructure and internal systems, including manufacturing processes for our product candidates;

•

the effect of competing technological and market developments;

•

the cost of establishing sales, marketing and distribution capabilities for any products for which we may receive regulatory approval.

If we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, financial condition and results of operations could be materially adversely affected.

Off-Balance Sheet Arrangements

As of September 30, 2025, we do not have any off-balance sheet arrangements as defined under SEC rules.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

For quantitative and qualitative disclosures about market risk that affect us, see “Quantitative and Qualitative Disclosures About Market Risk" in Item11 of Part I of the Annual Report. There have been no material changes in information that would have been provided in the context of Item 3 from the end of the preceding year until September 30, 2025.

Item 4. Controls and Procedures

We must maintain effective internal control over financial reporting in order to accurately and timely report our results of operations and financial condition. In addition, as a public company, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires, among other things, that we assess the effectiveness of our disclosure controls and procedures and the effectiveness of our internal control over financial reporting at the end of each fiscal year. We issued management’s annual report on internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act, as of December 31, 2024.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We have initiated an arbitration proceeding through the Centre de Médiation et d'Arbitrage de Paris, which, if the arbitral tribunal does not rule in our favor, may have negative impact on our business. The arbitral decision is expected to be rendered on or before December 15, 2025. For more information, see "Annual Report on Form 20-F for the year ended December 31, 2024 - Risk Factors - Risks Related to Our Reliance on Third Parties - Servier's discontinuation of its involvement in the development of CD19 Products and related disagreements may have adverse consequences". Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

There are no material changes to the risk factors described in Item 3.D. of Cellectis’ Annual Report on Form 20-F for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

None.