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Current financial assets and Cash and cash equivalents
6 Months Ended
Jun. 30, 2023
Text block1 [abstract]  
Current financial assets and Cash and cash equivalents

Note 11. Current financial assets and Cash and cash equivalents

As of December 31, 2022

 

Carrying amount

 

Unrealized Gains/(Losses)

 

Estimated fair value

 

 

 

 

 

$ in thousands

 

 

 

 

Current financial assets

 

 

7,907

 

 

 

 

 

 

7,907

 

Cash and cash equivalents

 

 

89,789

 

 

 

 

 

 

89,789

 

Current financial assets and cash and cash
   equivalents

 

 

97,696

 

 

 

 

 

 

97,696

 

 

As of June 30, 2023

 

Carrying amount

 

Unrealized Gains/(Losses)

 

Estimated fair value

 

 

 

 

 

$ in thousands

 

 

 

 

Current financial assets

 

 

1,120

 

 

 

 

 

 

1,120

 

Cash and cash equivalents

 

 

84,386

 

 

 

 

 

 

84,386

 

Current financial assets and cash and cash
   equivalents

 

 

85,505

 

 

 

 

 

 

85,505

 

 

11.1 Current financial assets

As of June 30, 2023, current financial assets of $1.1 million correspond to Cytovia’s note receivable. There is no short-term restricted cash included in the current financial assets.

As of December 31, 2022, current financial assets corresponded to Cytovia’s convertible note, measured at its fair value of $7.9 million. There was no short-term restricted cash included in the current financial assets. As of December 31, 2022, short-term restricted cash in the form of deposits to secure a Calyxt furniture and equipment sale-leaseback for $0.2 million which was included in assets held for sale.

On February 12, 2021, we entered into a research collaboration and non-exclusive license agreement with Cytovia Therapeutics, Inc.(“Cytovia”) as amended from time to time (the “Cytovia Agreement”) to develop induced Pluripotent Stem Cell (iPSC) iPSC-derived Natural Killer (NK) and CAR-NK cells edited with our TALEN.

Upon initial execution of the Cytovia Agreement, the Company recorded a note receivable and related license revenue of $20 million in respect of the Upfront Collaboration Consideration. Because the Cytovia Conditions were not met by December 31, 2021, the note receivable was converted to an accounts receivable as of December 31, 2021. In April 2022, in connection with Cytovia’s entering into a definitive business combination agreement with a publicly traded Special Purpose Acquisition Company (“SPAC”), we entered into an amendment to the Cytovia Agreement, pursuant to which we received a $20 million convertible note in payment of the Upfront Collaboration Consideration. The terms of the convertible note provided for (i) conversion into common stock of the combined company upon completion of the business combination or, (ii) in certain circumstances, our ability to elect to be paid in cash on or before December 31, 2022. Because the SPAC business combination was abandoned and the conditions of the convertible note were not met, we and Cytovia entered into an amended and restated note which became effective as of December 22, 2022.

The amended and restated convertible note provides for automatic conversion into common stock of Cytovia in the case of certain fundamental transactions pursuant to which Cytovia becomes a public reporting company and for conversion at Cellectis’ option in connection with certain financing transactions, upon a company sale and at final maturity. In each case such conversion is subject to a 9.9% ownership cap, with the balance issuable in the form of pre-funded warrants. Among other changes, the amended and restated convertible note increases the applicable interest rate of the convertible note to 10% per annum, subject to a 10% step up upon the occurrence and continuation of an event of default, provides for the repayment of 50% of the outstanding amount on April 30, 2023 and extends the final maturity date for the repayment of the remaining outstanding amount to June 30, 2023. On April 30, 2023, we signed a further amendment to agree that 100% of the convertible will be due at final maturity on June 30, 2023.

At the maturity date on June 30, 2023, we did not elect to convert the convertible note into shares of Cytovia’s then-outstanding most senior series of preferred stock and therefore the outstanding amount of the note automatically became due and payable in full in cash by Cytovia for $22.4 million, which includes the $20.0 million principal and $2.4 million of accrued and unpaid interest accrued since the convertible note was issued in April 2022. Cytovia failed to pay this amount, which remains due and payable and Cytovia’s receivable note continues to accrue interest during the continuation of this default, subject to the 10% interest step up. .

The convertible note was classified as a financial asset measured at fair value through profit or loss until June 30, 2023. The fact that Cytovia is in default substantially changes the cash flows associated with this asset, mainly as the convertible note is now only repayable in cash (and no longer subject to conversion into shares of Cytovia). We consider that the criteria for derecognition of this financial asset are met on June 30, 2023, and we therefore derecognized this asset to recognize a new asset, based on such new characteristics.

The new asset is a financial asset payable solely in cash, including principal and interest. We intend to hold this asset until it is repaid by Cytovia. The repayment is already due at initial recognition. This new asset is therefore classified as a current financial asset, initially recognized at its fair value and subsequently measured at amortized cost.

At initial recognition, as this new asset can be analyzed as an originated credit-impaired asset, we included in the estimated fair value of the asset the expected credit losses over the life of the asset.

The expected credit losses have been estimated using both historical and forward-looking estimations, including (i) our ongoing negotiations with Cytovia on the restructuring of [the Cytovia Agreement], and (ii) our assessment of Cytovia’s credit worthiness based on our historical experience with Cytovia and the current financing market for biotechnology companies, and in particular, for companies working on pluripotent stem cells. On the basis of this information, we have prepared recovery scenarios for which the expected loss in each scenario has been weighted by the probability of the scenario occurring.

Considering the expected credit losses over the life of the asset, we have estimated the fair value of Cytovia’s note receivable at the initial recognition date, i.e. June 30, 2023, at $1.1 million. This represents a net loss in fair value of $6.8 million for the six-month period ended June 30, 2023, composed of the impact of the derecognition of the initial asset for $7.9 million and the recognition of the new one for $1.1 million. We recognized this loss in fair value through profit and loss, within financial expenses.

 

As of June 30, 2023

 

Fair value in $ thousands

 

Expected occurrence of most probable scenario +20%

 

 

224

 

Expected occurrence of most probable scenario

 

 

1,120

 

Expected occurrence of most probable scenario -20%

 

 

2,015

 

 

11.2 Cash and cash equivalents

 

 

 

As of December 31,

 

 

As of June 30,

 

 

2022

 

2023

 

 

$ in thousands

 

Cash and bank accounts

 

 

65,012

 

 

 

73,520

 

Money market funds

 

 

13,578

 

 

 

-

 

Fixed bank deposits

 

 

11,200

 

 

 

10,866

 

Total cash and cash equivalents

 

 

89,789

 

 

 

84,386

 

 

 

Money market funds earn interest and are refundable overnight. Fixed bank deposits have fixed terms that are less than three months or are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.