SCHEDULE 13D/A: French State-Backed Entities Clarify Significant Stake in Cellectis S.A. Through Amended SEC Filing

An amended Schedule 13D filing by several French state-backed entities clarifies their beneficial ownership and voting rights in Cellectis S.A., detailing differing percentage calculations under U.S. and French law.

Summary

• The filing is Amendment No. 5 to a Schedule 13D, filed by Caisse des Depots, CDC Croissance S.A., Bpifrance Participations S.A., Bpifrance S.A., and EPIC Bpifrance (collectively, the 'Reporting Persons') regarding their holdings in Cellectis S.A.'s Ordinary Shares.
• The primary purpose of this amendment is to clarify and reflect the difference in the Reporting Persons' percentage ownership of Cellectis S.A.'s Ordinary Shares and voting rights under U.S. and French law, not due to new transactions.
• Under U.S. law, as of January 20, 2025, based on 72,093,873 outstanding Ordinary Shares and 78,660,539 outstanding voting rights:
• Bpifrance Participations directly holds 5,873,247 Ordinary Shares (approximately 8.1%) and 9,252,747 voting rights (approximately 11.8%).
• CDC Croissance S.A. holds 1,039,906 Ordinary Shares (approximately 1.4%) and 1,039,906 voting rights (approximately 1.3%).
• Caisse des Depots is deemed the beneficial owner of 6,913,153 Ordinary Shares (indirectly through Bpifrance and CDC Croissance) and 10,292,653 voting rights (approximately 13.1%).
• Bpifrance and EPIC Bpifrance are deemed beneficial owners of 5,873,247 Ordinary Shares and 9,252,747 voting rights, indirectly through their ownership/control of Bpifrance Participations.
• Under French law, which includes treasury shares in the calculation (100,093,873 outstanding Ordinary Shares and 88,660,539 outstanding voting rights):
• Bpifrance Participations' Ordinary Share holdings represent approximately 5.9% and voting rights represent approximately 10.4%.
• CDC Croissance's Ordinary Share holdings represent approximately 1.0% and voting rights represent approximately 1.2%.
• All Ordinary Shares held by the Reporting Persons were acquired for investment purposes.
• There have been no reportable transactions with respect to Cellectis S.A. Ordinary Shares within the last 60 days by the Reporting Persons.

Sentiment

Score: 5

Explanation: The document is neutral in tone, serving primarily as a factual update on beneficial ownership and voting rights, with no explicit positive or negative financial or operational news for the issuer.

Positives

• The filing provides increased transparency regarding the beneficial ownership structure of Cellectis S.A. by major French state-backed entities.
• The Reporting Persons explicitly state that their shares were acquired for investment purposes, indicating a long-term interest.
• The document confirms that none of the Reporting Persons or their key personnel have been involved in criminal proceedings or civil proceedings related to securities laws in the last five years.

Negatives

• The document does not contain information on the operational or financial performance of Cellectis S.A., limiting its scope for a comprehensive investment analysis.
• The differing ownership percentages under U.S. and French law, while clarified, could potentially lead to confusion for investors unfamiliar with the nuances of international reporting standards.

Risks

• The Reporting Persons retain the right to change their investment intent, and may acquire additional shares or sell existing holdings, which could impact the Issuer's share price.
• The Reporting Persons may engage in ordinary course transactions with financial institutions regarding the securities, which could affect market dynamics.

Future Outlook

The Reporting Persons state that they retain the right to change their investment intent, and may, from time to time, acquire additional Ordinary Shares or other securities of the Issuer, or sell or otherwise dispose of all or part of their beneficially owned shares. They may also engage in ordinary course transactions with financial institutions. While no specific plans are currently formulated, they may consider and discuss such matters with the Issuer's management or board.

Industry Context

This filing pertains to Cellectis S.A., a biotechnology company, and its significant shareholders, which are French public financial institutions. The document primarily focuses on ownership disclosure rather than industry-specific trends or competitive analysis. The involvement of state-backed entities suggests a strategic national interest in the company or its sector.

Legal Proceedings

• None of the Reporting Persons, nor any of the persons referred to in Exhibit 99.2 (directors and executive officers), have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) during the last five years.
• None of the Reporting Persons, nor any of the persons referred to in Exhibit 99.2, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws, during the last five years.

Stakeholder Impact

• Shareholders: Provides clarity on the beneficial ownership and voting power held by significant French state-backed entities, which can influence corporate governance and strategic direction.
• Regulatory Authorities: Fulfills SEC disclosure requirements, ensuring transparency in major shareholdings.

Next Steps

• The Reporting Persons may consider acquiring additional shares or disposing of existing shares in the future.
• The Reporting Persons may engage in discussions with Cellectis S.A. management or board regarding their investment.

Key Dates

Keywords

Cellectis S.A., Schedule 13D/A, Beneficial Ownership, Voting Rights, Bpifrance Participations, Caisse des Depots, CDC Croissance, SEC Filing, Investment Holdings, French Law, U.S. Securities Law