UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
| Cellectis S.A. |
| (Name of Issuer) |
| |
| Ordinary shares, nominal value of €0.05 per ordinary share |
| (Title of Class of Securities) |
| |
| 15117K103 |
| (CUSIP Number) |
| |
|
Adrian Kemp
AstraZeneca PLC
1 Francis Crick Avenue
Cambridge Biomedical Campus
Cambridge CB2 0AA
England
Telephone: +44 20 3749 5000
with a copy to:
Julian G. Long
Sebastian L. Fain
Freshfields Bruckhaus Deringer LLP
100 Bishopsgate
London EC2P 2SR
United Kingdom
Tel: +44 20 7936 4000 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| |
| November 1, 2023 |
| (Date of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 15117K103
Schedule 13D
| 1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AstraZeneca Holdings B.V. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE
OF FUNDS (See Instructions)
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Netherlands |
| |
7 |
SOLE
VOTING POWER
16,000,000 Ordinary Shares1 |
| |
8 |
SHARED
VOTING POWER
0 |
| |
9 |
SOLE
DISPOSITIVE POWER
16,000,000 Ordinary Shares1 |
| |
10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000 Ordinary Shares1 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%2 |
| 14 |
TYPE
OF REPORTING PERSON
CO |
| |
|
|
|
1 Represents Ordinary Shares held directly by AstraZeneca
Holdings B.V., a wholly owned subsidiary of AstraZeneca PLC. AstraZeneca PLC and AstraZeneca Holdings B.V. may each be deemed to have
sole voting and dispositive power over the Ordinary Shares.
2 Based on 71,583,768 outstanding Ordinary Shares
(composed of 55,583,768 Ordinary Shares outstanding as of October 31, 2023 according to information received from the Issuer on
November 8, 2023, plus 16,000,000 Ordinary Shares issued to AstraZeneca Holdings B.V. on November 6, 2023 pursuant to the Initial
Investment Agreement).
CUSIP No. 15117K103
| 1 |
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AstraZeneca PLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE
OF FUNDS (See Instructions)
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United Kingdom |
| |
7 |
SOLE
VOTING POWER
16,000,000 Ordinary Shares3 |
| |
8 |
SHARED
VOTING POWER
0 |
| |
9 |
SOLE
DISPOSITIVE POWER
16,000,000 Ordinary Shares3 |
| |
10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000 Ordinary Shares3 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%4 |
| 14 |
TYPE
OF REPORTING PERSON
CO |
| |
|
|
|
3 Represents Ordinary Shares held directly by AstraZeneca
Holdings B.V., a wholly owned subsidiary of AstraZeneca PLC. AstraZeneca PLC and AstraZeneca Holdings B.V. may each be deemed to have
sole voting and dispositive power over the Ordinary Shares.
4 Based on 71,583,768 outstanding Ordinary Shares (composed
of 55,583,768 Ordinary Shares outstanding as of October 31, 2023 according to information received from the Issuer on November 8, 2023,
plus 16,000,000 Ordinary Shares issued to AstraZeneca Holdings B.V. on November 6, 2023 pursuant to the Initial Investment Agreement).
CUSIP No. 15117K103
SCHEDULE 13D
Item 1. Security and Issuer.
This Schedule 13D relates to the ordinary shares with nominal value
of €0.05 per ordinary share (the “Ordinary Shares”) of Cellectis S.A. (the “Issuer”). The principal executive
offices of the Issuer are located at 8 rue de la Croix Jarry, Paris 75013, France.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed on behalf of AstraZeneca
PLC, a public limited company incorporated under the laws of England and Wales (“AstraZeneca”), and AstraZeneca Holdings
B.V., a company organized under the laws of the Netherlands (“AZ Holdings BV”).
(b) The principal business address of AstraZeneca is 1 Francis
Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0A, England, and the principal business address of AZ Holdings BV is Pr. Beatrixlaan
582, 2595 BM Den Haag, Netherlands.
(c) AstraZeneca and AZ Holdings BV are members of a global, science-led
biopharmaceutical business that focuses on the discovery, development, and commercialisation of prescription medicines in Oncology, Rare
Diseases, and BioPharmaceuticals, including Cardiovascular, Renal & Metabolism, and Respiratory & Immunology. The name,
citizenship, business address and present principal occupation of each executive officer and director of each of AstraZeneca and AZ Holdings
BV (who, together with AstraZeneca and AZ Holdings BV, are referred to herein as the “Reporting Persons”) are set forth on
Schedule I, attached hereto.
(d)-(e) Neither AstraZeneca nor AZ Holdings BV, nor to the knowledge
of AstraZeneca nor AZ Holdings BV, any other Reporting Person, has during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was or is subject to 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.
(f) The jurisdiction of organization of each of AstraZeneca and
AZ Holdings BV is set forth in subsection (a) above. The citizenship of each of the individuals referred to in Schedule I is set
forth on Schedule I.
Item 3. Source and Amount of Funds or Other Consideration.
On November 1, 2023, AZ Holdings BV and the Issuer entered into
an investment agreement (the “Initial Investment Agreement”) pursuant to which, on November 6, 2023, the Issuer issued
16,000,000 Ordinary Shares to AZ Holdings BV at a price of $5.00 per Ordinary Share for a total subscription price of $80,000,000. The
source of the funds for the subscription price was working capital.
CUSIP No. 15117K103
Item 4. Purpose of Transaction.
The acquisition by AZ Holdings BV of the Issuer’s securities
as described herein was effected simultaneously with, and was a condition to the entry into, a joint research and collaboration agreement
between AstraZeneca and the Issuer to accelerate the development of next generation therapeutics in areas of high unmet need, including
oncology, immunology and rare diseases.
As described in Item 3, AZ Holdings BV acquired 16,000,000 Ordinary
Shares on November 6, 2023 for a total subscription price of $80,000,000 pursuant to the Initial Investment Agreement. Pursuant
to the Initial Investment Agreement, for so long as AZ Holdings BV and its affiliates hold, in aggregate, at least 20% of the share capital
and voting rights of the Issuer, AstraZeneca shall be entitled to subscribe on the same terms as other investors for its pro rata
share on a non-diluted basis of any securities issued by the Issuer, subject to certain customary exceptions such as issuances of
securities of the Issuer pursuant to incentive equity compensation plans. In addition, AstraZeneca is entitled to nominate an individual
as a non-voting observer (censeur) on the board of directors of the Issuer. The Issuer has agreed to provide AZ Holdings BV with
certain registration rights, including agreeing to register the resale of any Ordinary Shares acquired by AZ Holdings BV pursuant to
the Initial Investment Agreement and the Additional Investment (as defined below) contemplated by the MOU (as defined below).
In addition to the Initial Investment Agreement, AstraZeneca Ireland
Limited (a wholly owned subsidiary of AstraZeneca) and the Issuer entered into a joint research and collaboration agreement (the “JRCA”),
and AZ Holdings BV and the Issuer entered into a non-binding memorandum of understanding (the “MOU”) on November 1,
2023.
Pursuant to the JRCA, AstraZeneca Ireland Limited paid to the Issuer
$25,000,000 and AstraZeneca will leverage the Issuer’s proprietary gene editing technologies and manufacturing capabilities, to
develop novel cell and gene therapy candidate products. Under the terms of the JRCA, the Issuer is also eligible to receive an investigational
new drug (“IND”) option 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. Pursuant to the JRCA, AstraZeneca Ireland Limited was
also granted an option for a worldwide exclusive license for the candidate products, to be exercised before IND filing.
The MOU contemplates that AZ Holdings BV will, subject to the terms
and conditions set forth therein, make a further equity investment in the Issuer of $140,000,000 (the “Additional Investment”)
by subscribing for two classes of convertible preferred shares of the Issuer, pursuant to a subsequent investment agreement, the form
of which is attached as a schedule to the MOU (the “Subsequent Investment Agreement”).
Under the terms of the MOU, the Issuer must inform and consult with
its Comité Social et Economique (the “Works Council”) regarding the Additional Investment prior to entering
into the Subsequent Investment Agreement. Upon completion of the consultation process, the parties will then determine whether to enter
into the Subsequent Investment Agreement. The MOU provides that if one party fails to execute the Subsequent Investment Agreement within
four months after entry into the MOU, such party must pay the other party a break fee as compensation for external costs and expenses.
CUSIP No. 15117K103
The Subsequent Investment Agreement contemplates that AZ Holdings
BV will subscribe for (i) 10,000,000 series A convertible preferred shares of the Issuer; and (ii) 18,000,000 series B convertible
preferred shares of the Issuer, each at a price of $5.00 per convertible preferred share. The series A convertible preferred shares will
have single voting rights, and the series B convertible preferred shares will carry no voting rights. Both the series A and series B
convertible preferred shares will be convertible, at AstraZeneca’s discretion into Ordinary Shares with all of their associated
rights, provided that AstraZeneca shall provide 12 months’ prior notice of its intention to convert all or part of the series
B convertible preferred shares that it holds. The closing of the Additional Investment is subject to (i) the Issuer’s shareholders’
approval, with such approval requiring two-thirds of the votes cast by voting shareholders, (ii) clearance of such investment from
the French Ministry of Economy according to the foreign direct investment French regulations and (iii) other customary closing conditions.
Following the closing of the Additional Investment, it is anticipated that AZ Holdings BV would own approximately 44.2% of the Ordinary
Shares then outstanding.
Pursuant to the proposed Subsequent Investment Agreement, for so long
as AZ Holdings BV and its affiliates would hold, in aggregate, at least 20% of the share capital and voting rights of the Issuer, AstraZeneca
would be entitled to subscribe on the same terms as other investors for its pro rata share on a non-diluted basis of any securities
issued by the Issuer, subject to certain customary exceptions such as issuances of securities of the Issuer pursuant to incentive equity
compensation plans. Pursuant to the proposed Subsequent Investment Agreement, the Issuer would agree to provide AZ Holdings BV with certain
registration rights, including agreeing to register the resale of any shares acquired by AZ Holdings BV pursuant to the Initial Investment
Agreement and the Subsequent Investment Agreement.
If the closing of the Additional Investment occurs, then from such
date and for so long as AZ Holdings BV and its affiliates hold, in the aggregate, at least 40% of the share capital and voting rights
of the Issuer, AstraZeneca would be entitled to nominate two directors for appointment to the board of directors of the Issuer, which
directors would be entitled to be appointed to each committee of the board of directors or, if such committee membership is not permitted
under applicable stock exchange rules, to attend any meeting of the committees of the board of directors as non-voting observers. If
AZ Holdings BV’s ownership were to fall below 40%, then for so long as AZ Holdings BV and its affiliates would own, in the aggregate,
at least 20% of the share capital and voting rights of the Issuer, AstraZeneca would retain the foregoing appointment right, but solely
with respect to one director.
AstraZeneca intends to continue to review its investment in the Issuer
on an ongoing basis and, depending on various factors, including, without limitation, the Issuer’s financial position, the price
of the Ordinary Shares and the American Depositary Shares representing Ordinary Shares, conditions in the securities markets and general
economic and industry conditions, AstraZeneca may, in the future, take such actions with respect to the Ordinary Shares as they deem
appropriate, including, without limitation: purchasing additional Ordinary Shares; selling Ordinary Shares; taking any other action with
respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all
matters referred to in paragraphs (a) through (j) below in this Item 4.
CUSIP No. 15117K103
Except as otherwise described in this Schedule 13D, none of the Reporting
Persons currently has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s
business or corporate structure; (g) any changes in the Issuer’s charter or bylaws or other actions which may impede the acquisition
of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association;
(i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As at the date of this Schedule 13D, each of AstraZeneca
and AZ Holdings BV may be deemed to beneficially own 16,000,000 Ordinary Shares, representing approximately 22.4% of the Ordinary Shares
outstanding. This percentage is based on 71,583,768 outstanding Ordinary Shares (composed of 55,583,768 Ordinary Shares outstanding as
of October 31, 2023 according to information received from the Issuer on November 8, 2023, plus 16,000,000 Ordinary Shares
issued to AZ Holdings BV on November 6, 2023 pursuant to the Initial Investment Agreement).
To the knowledge of AstraZeneca and AZ Holdings BV, no other Reporting
Person beneficially owns any Ordinary Shares.
(b) As at the date of this Schedule 13D, each of AstraZeneca
and AZ Holdings BV may be deemed to have sole voting and dispositive power over 16,000,000 Ordinary Shares. Neither AstraZeneca nor AZ
Holdings BV has shared voting or dispositive power over any Ordinary Shares.
To the knowledge of AstraZeneca and AZ Holdings BV, no other Reporting
Person has any voting or dispositive power over any Ordinary Shares.
(c) Except as set forth in this Schedule 13D, neither AstraZeneca
nor AZ Holdings BV, nor, to the knowledge of AstraZeneca and AZ Holdings BV, any other Reporting Person, has effected any transactions
with respect to the Ordinary Shares within the last 60 days.
(d) To the knowledge of AstraZeneca and AZ Holdings BV, no person
has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the
Issuer beneficially owned by AstraZeneca and/or AZ Holdings BV.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Items 3 and 4 of this Schedule 13D are incorporated by reference herein.
Other than as described in Items 3 and 4, there are no contracts, arrangements, understandings or relationships with respect to the securities
of the Issuer between the Reporting Persons or the individuals listed on Schedule I and any other person or entity.
CUSIP No. 15117K103
The descriptions of the Initial Investment Agreement, the JRCA, the
MOU and the Subsequent Investment Agreement are not complete and are qualified in their entirety by reference to the complete text of
such agreements, copies of which are filed as exhibits hereto and the terms of which are incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
CUSIP No. 15117K103
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: November 9, 2023 |
ASTRAZENECA PLC |
| |
|
|
| |
By: |
/s/
Adrian Kemp |
| |
Name: Adrian Kemp |
| |
Title: Company
Secretary |
| |
|
|
| Date: November 9, 2023 |
ASTRAZENECA HOLDINGS
B.V. |
| |
|
|
| |
By: |
/s/
Kamila Kozikowska |
| |
Name: Kamila Kozikowska |
| |
Title:
Director |
| |
|
|
CUSIP No. 15117K103
Schedule I
The name and present principal occupation
of each of the executive officers and directors of AstraZeneca PLC are set forth below. Unless otherwise noted, each of these persons
have as their business address 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA, England.
| Name |
|
Position with AstraZeneca
PLC |
|
Principal Occupation and, if
not employed by
AstraZeneca PLC, Name,
Principal Business and
Address of Employer |
|
Citizenship |
| Michel Demaré |
|
Non-Executive Chair of the Board |
|
|
|
Belgian and Swiss |
| Pascal Soriot |
|
Executive Director and Chief Executive Officer |
|
|
|
French and Australian |
| Aradhana Sarin |
|
Executive Director and Chief Financial Officer |
|
|
|
American |
| Philip Broadley |
|
Senior Independent Non-Executive Director |
|
|
|
British |
| Euan Ashley |
|
Non-Executive Director |
|
Stanford University
Department: Medicine - Med/Cardiovascular Medicine
Position: Professor-Univ Med Line
Falk Building CV267
870 Quarry Road
Stanford, California 94305
United States |
|
British |
| Deborah DiSanzo |
|
Non-Executive Director |
|
President, Best Buy Health
Best Buy Co., Inc.
7601 Penn Avenue S.
Richfield, MN 55423
United States |
|
American |
| Diana Layfield |
|
Non-Executive Director |
|
General Manager, International
Search, Google
Alphabet Inc.
600 Amphitheatre Parkway
Mountain View, CA 94043
United States |
|
British |
| Anna Manz |
|
Non-Executive Director |
|
Chief Financial Officer
London Stock Exchange Group
10 Paternoster Square
London
EC4M 7LS
United Kingdom |
|
British |
| Sheri McCoy |
|
Non-Executive Director |
|
|
|
American |
| Tony Mok |
|
Non-Executive Director |
|
Professor and Chair
Department of Clinical Oncology
The Chinese University of Hong Kong
Hong Kong
China |
|
Canadian |
| Nazneen Rahman |
|
Non-Executive Director |
|
Chief Executive Officer
YewMaker Medicines Ltd
Unit 3 Upp Hall Farm
Salmons Lane
Colchester
CO6 1RY
United Kingdom |
|
British |
| Andreas Rummelt |
|
Non-Executive Director |
|
Chairman and Managing Partner
InterpharmaLink AG
Münchensteinerstrasse 41
4052 Basel
Switzerland |
|
German |
| Marcus Wallenberg |
|
Non-Executive Director |
|
Chairman of Skandinaviska
Enskilda Banken,
Kungsträdgårdsgatan 8,
106 40 Stockholm
Sweden |
|
Swedish |
CUSIP No. 15117K103
The name and present principal occupation of each of the executive
officers and directors of AstraZeneca Holdings B.V. are set forth below. Unless otherwise noted, each of these persons have as their
business address Prinses Beatrixlaan 582, 2595 BM, The Hague, the Netherlands.
| Name |
|
Position with AstraZeneca
Holdings B.V. |
|
Principal Occupation and, if
not employed by
AstraZeneca Holdings B.V., Name,
Principal Business and
Address of Employer |
|
Citizenship |
| Martijn Bernard Adriaan Bax |
|
Director |
|
Director |
|
Netherlands |
| Elisabeth Antonia Petronella van Gorp |
|
Director |
|
Director |
|
Netherlands |
| Kamila Katarzyna Kozikowska |
|
Director |
|
Director |
|
Poland |
EXHIBIT 1
CUSIP No. 15117K103
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall
be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge
that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning
him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other
entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
| Date:
November 9, 2023 |
ASTRAZENECA PLC |
| |
|
|
| |
By: |
/s/ Adrian Kemp |
| |
Name: |
Adrian Kemp |
| |
Title: |
Company Secretary |
| |
|
|
| Date:
November 9, 2023 |
ASTRAZENECA HOLDINGS B.V. |
| |
|
|
| |
By: |
/s/ Kamila Kozikowska |
| |
Name: |
Kamila Kozikowska |
| |
Title: |
Director |
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