Cellectis, a clinical-stage biotechnology company using its pioneering gene-editing platform to develop life-saving cell and gene therapies, entered into a €40 million ($42.5 million) credit facility agreement with the European Investment Bank (EIB).
The company plans to use the facility toward the development of its pipeline in the field of allogeneic CAR T-cell product candidates, UCART22, UCART20x22, UCART123 and UCARTCS1.
The €40 million facility is divided into three tranches: €20 million ($21.2 million) for the first tranche (A)Tranche, €15 million ($15.9 million) for the second tranche Tranche(B) and €5 million ($5.3 million) for the third tranche (C)Tranche. The disbursement of each tranches, including the first disbursement of tranche tranche A, is subject to certain conditions which, as of the date of this press release, remain to be satisfied.
The disbursement of tranche A is subject to, among other things:
- the execution of a warrant agreement (see hereafter) to be entered into with the EIB, issue of the warrants relating to tranche A; and
- the completion of certain clinical development milestone by Cellectis’ licensee.
- The disbursement of tranche B is subject to, among other things,
- the full drawdown of tranche A,
- the issue of the warrants relating to tranche B,
- cash injection for an aggregate amount of at least €20 million as from Oct. 31, 2022,
- receipt by the company of an aggregate amount of upfront and milestones payments in the context of existing or new partnerships of at least €15 million,
- at least two clinical trials are actively recruiting,
- no more than one clinical trial is ongoing mandatory holds
- The disbursement of tranche C is subject to, among other things,
- the full drawdown of tranche B,
- the issue of the warrants relating to tranche C,
- cash injection for an aggregate amount of at least €25 million ($26.5 million) as from Oct. 31, 2022,
- receipt by the company of an aggregate amount of upfront and milestones payments in the context of existing or new partnerships of at least €25 million,
- at least two clinical trials are actively recruiting out of which one in the context of a pivotal study or at least two clinical trials are actively recruiting in the context of expansion phase studies,
- at least two clinical trials are not ongoing mandatory holds
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The three tranches will be available within 36 months following the signature of the finance contract.
“This EIB financing, which is minimally dilutive for our shareholders, is excellent news for Cellectis and a recognition of the work accomplished by our teams. It will allow us to support the development of our UCART product candidates” André Choulika, Ph.D., CEO of Cellectis, said.
The credit will carry a decreasing fixed payment-in-kind (PIK) interest rate per tranche, with 8% for tranche A, 7% for tranche B and 6% for tranche C, and with a maturity of six years for each tranche. Such PIK interest shall be capitalized annually, payable at maturity and added to the outstanding principal amount of the credit and therefore bear interest.
Subject to certain terms and conditions, upon the occurrence of standard events of default (i.e. including payment default, misrepresentation, cross default), EIB may demand immediate repayment by the company of all or part of the outstanding debt and/or cancel any undisbursed tranches.
The finance contract will be supplemented by a warrants agreement to be concluded to determine terms and conditions of the warrants to be issued to the benefit of the EIB on which the company will communicate on due course.
