Cellectis announces completion of $140M investment from AstraZeneca

Cellectis (CLLS) announced that, following clearance from the French Ministry of Economy and satisfaction of all other closing conditions, AstraZeneca (AZN) completed the additional equity investment of $140M in Cellectis, as previously announced by Cellectis on November 1 and 15, 2023. As part of the additional investment, AstraZeneca subscribed for 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 convertible preferred share, issued by the board of directors of Cellectis pursuant to the authorizations granted by the extraordinary general meeting of the shareholders of Cellectis held on December 22, 2023. Prior to their conversion into ordinary shares, the “class A” convertible preferred shares have single voting rights and will not be eligible for double voting rights under any circumstances, and the “class B” convertible preferred shares have no voting rights except with respect to any distribution of dividends or reserves. Both classes of preferred shares enjoy a liquidation preference and are convertible, at AstraZeneca’s direction, into the same number of ordinary shares with the same rights as the outstanding ordinary shares. Immediately after the additional investment, AstraZeneca owns approximately 44% of the share capital and 30% of the voting rights of the company. In addition, the appointment of Marc Dunoyer and Tyrell Rivers as members of the board of directors of Cellectis, decided by the extraordinary general meeting of the shareholders of Cellectis held on December 22, 2023 and conditioned upon the completion of the additional investment, is now effective. In the absence of a public offering, no prospectus will be established in France or outside of France in connection with the additional investment.