Capital

12 Months Ended

Dec. 31, 2025

Disclosure of classes of share capital [abstract]

Note 17. Capital

17.1 Share capital issued

Accounting policy

Costs directly attributable to the issue of ordinary shares or share options are recognized as a reduction in equity. Repurchased own shares are classified as treasury shares and deducted from equity.


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, 2023		2,955		583,122			45,675,968	0.05
Capital increase of Cellectis		1,401		68,584			25,907,800
Transaction costs related to capital increase		-		(2,049	)		-
Exercise of share warrants, employee warrants, stock options and free-shares vesting		9		-			167,433
Non-cash stock-based compensation expense		-		7,086			-
Other movements		-		(133,958	)		-
Balance as of December 31, 2023		4,365		522,785			71,751,201	0.05

Balance as of January 1, 2024		4,365		522,785			71,751,201	0.05
Allocation of prior period loss				(112,911	)
Capital increase of Cellectis		1,505		138,495			28,000,000
Transaction costs related to capital increase		-		(207	)		-
Derecognition of AZ derivative		-		(56,970	)		-
Exercise of share warrants, employee warrants, stock-options and free-shares vesting		19		9			342,672
Non-cash stock-based compensation expense		-		3,167			-
Other movements		-		(79	)		-
Balance as of December 31, 2024		5,889		494,288			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	)		-
Exercise of share warrants, employee warrants, stock-options and vesting of free-shares (2)		14		36			245,568
Non-cash stock-based compensation expense		-		6,110			-
Other movements		-		11			-
Balance as of December 31, 2025		5,903		437,445			100,339,441	0.05

Capital evolution in 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 year ended December 31, 2025, 245,568 ordinary shares were issued to the benefit of Company's employees related to the free shares plans which met vesting conditions and exercised stock options.

Capital evolution in 2024

•

The statutory standalone net loss of the parent company was allocated to premiums related to share capital following the allocation decision of the Annual General Meeting of shareholders. The remaining consolidated net loss was allocated to retained earnings (deficit).

•

On May 3, 2024, 28,000,000 shares were issued in connection with the SIA of $140.0 million at a price of $5 per share. 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.

•

The transaction costs recognized as a reduction of share premium during the twelve-months period ended December 31, 2024 correspond to the $0.2 million issuance cost related to AstraZeneca additional investment.

•

During the year ended December 31, 2024, 342,672 ordinary shares were issued to the benefit of Cellectis employees corresponding to the free shares vested. On March 5, 2024, 204,334 ordinary shares were issued to the benefit of Cellectis employees corresponding to the free shares vested under the March 5, 2021 free shares award. On May 12, 2024, 2,120 ordinary shares were issued to the benefit of Cellectis employees corresponding to the free shares vested under the May 12, 2021 free shares award. On May 28, 2024, 135,980 ordinary shares were issued to the benefit of Cellectis employees corresponding to the free shares vested under the May 28, 2021 free shares award. On September 30, 2024, 238 ordinary shares were issued to the benefit of Cellectis employees corresponding to the free shares vested under the September 30, 2021 free shares award.

Capital evolution in 2023

•

During the year ended December 31, 2023, 9,907,800 shares were issued in the Cellectis Follow-on Offering with gross proceeds of $24.8 million.

•

During the year ended December 31, 2023, 16,000,000 shares were issued on November 6, 2023 in connection with the AstraZeneca Initial Investment Agreement (the "IIA") of $80.0 million at a price of $5 per share. Following settlement and delivery of the new shares, AstraZeneca owned approximately 22% of the share capital and 21% of the voting rights of the Company, had the right to nominate a non-voting observer on the board of directors of Cellectis, and had the right to participate pro rata in Cellectis’s future share offerings. A portion of the Initial Investment Agreement proceeds equal to $35.7 million was reallocated to the transaction price of the Joint Research and Collaboration Agreement ("AZ JRCA") with AstraZeneca collaboration agreement and recorded as deferred revenue. The amount is reflected as a deduction from the share premium. The remaining consideration received, after reallocation of the AZ JRCA representing $44.9 million is reflected in share capital for $0.9 million and share premium for $44.0 million. Further details on the interdependence between the AZ JRCA and SIA are provided in Note 2.6 to the financial statements "Accounting treatment of significant transactions of the period".

•

The transaction costs recognized as a reduction of share premium during the year ended December 31, 2023 correspond to the $1.4 million issuance costs incurred in 2023 in connection with the Cellectis Follow-on Offering (in addition to the $0.6 million costs already incurred and deducted from Equity in the fourth quarter of 2022) and the $0.6 million issuance costs related to AstraZeneca initial investment.

•

During the annual shareholders meeting of June 27, 2023, the shareholders, in accordance with French Law, approved the absorption of $134.0 million of retained earnings into share premium as presented in "other movements". This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) nor liabilities.

Voting rights:

In general, each shareholder is entitled to one vote per share at any general shareholders’ meeting. However, our By-Laws provide that all shares held in registered form for more than two years will be granted double voting rights.

Until they convert into ordinary shares, the "class A" convertible preferred shares have single voting rights, and will not be eligible for double voting right under any circumstances, and the "class B" have no voting rights for a period of 74 years, except with respect to any distribution of dividends or reserves.

•

At December 31, 2025, we had 100,339,441 shares outstanding of which 10,000,000 were Class A Preferred shares with a single voting right, 18,000,000 were Class B Preferred shares with no voting rights, and 23,236,915 were ordinary shares with a double voting right. As a result, as of December 31, 2025 total voting rights amounted to 105,576,356.

•

At December 31, 2024, we had 100,093,873 shares outstanding of which 10,000,000 were Class A Preferred shares with a single voting rights, 18 000 000 were Class B Preferred shares with no voting rights, and 6,566,666 were ordinary shares with a double voting right. As a result, as of December 31, 2024 total voting rights amounted to 88,660,539.

•

At December 31, 2023, we had 71,751,201 ordinary shares outstanding of which 5,935,517 had a double voting right, and no preferred shares. As a result, as of December 31, 2023 total voting rights amounted to 77,686,718.

17.2 Share warrants and non-employee warrants

Share warrants and non-employee warrants consist of Bons de Souscription d’Action (“BSAs”) which are granted to our board members and consultants.

Holders of vested stock options and warrants are entitled to subscribe to a capital increase of Cellectis at predetermined exercise price.


Date	Type	Number of outstanding instruments as of 01/01/2025		Number of instruments granted		Number of options/warrants exercised			Number of free shares vested			Number of instruments voided			Number of outstanding instruments as of 12/31/2025		Maximum of shares to be issued		Number of exercisable warrants and stock options as of 12/31/2025		Exercise price per option / warrant in Euros
03/24/2015	Stock Options		1,336,826		-		-			-			(1,336,826	)		-		-		-		38.45
03/27/2015	Warrants		50,000		-		-			-			(50,000	)		-		-		-		38.45
09/08/2015	Warrants		74,200		-		-			-			(74,200	)		-		-		-		28.01
09/08/2015	Stock Options		1,301,000		-		-			-			(1,301,000	)		-		-		-		27.55
03/14/2016	Warrants		66,675		-		-			-			(40,175	)		26,500		28,090		26,500		27.37
03/14/2016	Stock Options		1,261,336		-		-			-			-			1,261,336		1,337,016		1,261,336		22.44
10/28/2016	Warrants		68,000		-		-			-			(40,000	)		28,000		29,680		28,000		18.68
10/28/2016	Stock Options		1,440,646		-		-			-			(2,704	)		1,437,942		1,524,220		1,437,943		17.90
10/11/2017	Warrants		80,000		-		-			-			(40,000	)		40,000		42,400		40,000		24.34
10/11/2017	Stock Options		665,000		-		-			-			-			665,000		704,900		665,000		22.57
10/08/2018	Stock Options		5,000		-		-			-			-			5,000		5,300		5,000		24.80
04/24/2019	Stock Options		904,291		-		-			-			(10,500	)		893,791		947,418		893,791		18.25
11/06/2019	Stock Options		30,000		-		-			-			-			30,000		31,800		30,000		11.06
07/20/2020	Stock Options		17,000		-		-			-			-			17,000		18,020		17,000		15.12
08/05/2020	Stock Options		114,000		-		-			-			-			114,000		120,840		114,000		14.62
11/05/2020	Stock Options		20,500		-		-			-			-			20,500		21,730		20,500		14.62
03/04/2021	Stock Options		654,881		-		-			-			(14,780	)		640,102		678,508		639,610		19.44
03/05/2021	Free shares		788		-		-			-			(788	)		-		-		-		-
04/13/2021	Stock Options		27,465		-		-			-			-			27,465		29,113		27,465		16.07
05/12/2021	Stock Options		2,844		-		-			-			(2,844	)		-		-		-		14.36
05/28/2021	Stock Options		25,000		-		-			-			-			25,000		26,500		25,000		12.69
09/30/2021	Stock Options		450		-		-			-			-			450		477		450		11.51
11/25/2021	Stock Options		3,094		-		-			-			(3,094	)		-		-		-		8.81
03/03/2022	Free shares		192,480		-		-			(192,728	)		248			0		0		-		-
03/03/2022	Stock Options		499,045		-		-			-			-			499,045		528,988		494,759		4.41
03/29/2022	Free shares		2,014		-		-			(2,014	)		-			-		-		-		-
03/29/2022	Stock Options		3,400		-		-			-			-			3,400		3,604		3,188		3.96
05/24/2022	Free shares		34,856		-		-			(34,002	)		(854	)		0		0		-		-
05/24/2022	Stock Options		37,580		-		-			-			-			37,580		39,835		37,258		3.48
12/19/2022	Free shares		1,606		-		-			(636	)		(970	)		-		-		-		-
12/19/2022	Stock Options		1,255		-		-			-			(1,255	)		-		-		-		2.09
01/24/2023	Free shares		277,538		-		-			(2,612	)		(22,980	)		251,946		251,946		-		-
01/24/2023	Stock Options		1,084,941		-		-			-			-			1,084,941		1,150,037		691,956		3.17
05/04/2023	Stock Options		355,650		-		(300	)		-			-			355,350		376,671		233,681		1.80
06/26/2023	Stock Options		46,753		-		(2,000	)		-			(2,656	)		42,096		44,622		26,088		1.74
01/25/2024	Stock Options		1,412,476		-		-			-			-			1,412,476		1,497,225		466,117		2.60
05/15/2024	Stock Options		571,625		-		(2,742	)		-			(34,533	)		534,350		534,350		201,006		2.82
06/26/2024	Stock Options		556,562		-		(8,396	)		-			(2,530	)		545,636		545,636		190,537		2.07
08/07/2024	Stock Options		100,000		-		-			-			-			100,000		100,000		33,000		1.90
09/05/2024	Stock Options		21,000		-		-			-			-			21,000		21,000		6,563		2.08
11/04/2024	Stock Options		19,675		-		-			-			(9,800	)		9,875		9,875		2,469		1.70
01/30/2025	Stock Options		-		3,851,783		-			-			-			3,851,783		3,851,783		-		1.56
03/13/2025	Stock Options		-		1,866,150		-			-			(84,625	)		1,781,525		1,781,525		-		1.26
06/23/2025	Stock Options		-		476,100		-			-			(4,500	)		471,600		471,600		-		1.28
08/04/2025	Warrants		-		75,000		-			-			-			75,000		75,000		23,438		2.59
11/07/2025	Stock Options		-		132,000		-			-			-			132,000		132,000		-		3.07
12/09/2025	Stock Options		-		20,000		-			-			-			20,000		20,000		-		4.07

	Total		13,367,451		6,421,033		(13,438	)		(231,992	)		(3,081,364	)		16,461,689		16,981,708		7,641,653

17.3 Non-controlling interests

Non-controlling shareholders held a 52% interest in Calyxt as of May 31, 2023. These non-controlling interests were generated during the initial public offering of Calyxt, subsequent follow-on offerings and Calyxt’s at-the-market (ATM) offering program, as well as through vesting and exercises of equity awards. On June 1, 2023, as Calyxt was deconsolidated and as a result, we derecognized non-controlling interests in Calyxt. Since June 1, 2023, the Group has held a 100% interest in all fully consolidated entities.