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Long Focus Capital Management

Filed: 3 May 22, 2:15pm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)*

Cellectis S.A.

 

(Name of Issuer)

COMMON STOCK

 

(Title of Class of Securities)

15117K103

 

(CUSIP Number)

Long Focus Capital Management LLC

207 Calle Del Parque

A&M Tower, 8th Floor

San Juan, PR 00912

(787) 333-0240

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 10, 2022

 

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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 13G Page 2 of 10 Pages
     

     
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LONG FOCUS CAPITAL MANAGEMENT, LLC
46-2772035
  
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    o
  
3. SEC USE ONLY
 
  
4. CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE, USA
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER
 
0
 6. 

SHARED VOTING POWER

2,542,359

 7. SOLE DISPOSITIVE POWER
 
0
 8. SHARED DISPOSITIVE POWER
 
2,542,359

9. 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,542,359 shares

  
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
  
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.6%
  
12. TYPE OF REPORTING PERSON (see instructions)

OO
  
 
 
     
CUSIP No. 15117K103 13G Page 3 of 10 Pages
     

 
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LONG FOCUS CAPITAL MASTER, LTD.
46-3004723
  
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    o
  
3. SEC USE ONLY
 
  
4. CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER
 
0
 6. SHARED VOTING POWER
 
1,166,367
 7. SOLE DISPOSITIVE POWER
 
0
 8. SHARED DISPOSITIVE POWER
 
1,166,367

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,166,367 shares
  
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
  
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.6%
  
12. TYPE OF REPORTING PERSON (see instructions)

FI
  
 
 
     
CUSIP No. 15117K103 13G Page 4 of 10 Pages
     

     
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

CONDAGUA, LLC
47-3021161
  
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    o
  
3. SEC USE ONLY
 
  
4. CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE, USA
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER
 
0
 6. SHARED VOTING POWER
 
1,375,992
 7. SOLE DISPOSITIVE POWER
 
0
 8. SHARED DISPOSITIVE POWER
 
1,375,992

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,375,992 shares
  
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
  
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.0%
  
12. TYPE OF REPORTING PERSON (see instructions)

OO
  
 
 
     
CUSIP No. 15117K103 13G Page 5 of 10 Pages
     

     
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


JOHN B. HELMERS
  
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    o
  
3. SEC USE ONLY
 
  
4. CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER
 
0
 6. SHARED VOTING POWER
 
2,542,359
 7. SOLE DISPOSITIVE POWER
 
0
 8. SHARED DISPOSITIVE POWER
 
2,542,359

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,542,359 shares
  
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
  
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.6%
  
12. TYPE OF REPORTING PERSON (see instructions)

IN
  
 
 
     
CUSIP No. 15117K103 13G Page 6 of 10 Pages
     

     
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

A. GLENN HELMERS
  
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    o
  
3. SEC USE ONLY
 
  
4. CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER
 
0
 6. SHARED VOTING POWER
 
1,375,992
 7. SOLE DISPOSITIVE POWER
 
0
 8. SHARED DISPOSITIVE POWER
 
1,375,992

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,375,992 shares
  
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o
  
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.0%
  
12. TYPE OF REPORTING PERSON (see instructions)

IN
  
 
 
     
CUSIP No. 15117K103 13G Page 7 of 10 Pages
     

Item 1.

 

 (a)Name of Issuer
CELLECTIS S.A.
   
 (b)

Address of Issuer's Principal Executive Offices
8, rue de la Croix Jarry
Paris, LLE-DE-FRANCE I0 750130
France

   

Item 2.

 

 (a)

Name of Person Filing
LONG FOCUS CAPITAL MANAGEMENT, LLC
LONG FOCUS CAPITAL MASTER, LTD.
CONDAGUA, LLC
JOHN B. HELMERS
A. GLENN HELMERS

   
 (b)

Address of the Principal Office or, if none, residence
207 CALLE DEL PARQUE
A&M TOWER, 8TH FLOOR
SAN JUAN, PR 00912

   
 (c)Citizenship
Long Focus Capital Management, LLC, a Delaware single member limited liability company;
Long Focus Capital Master, LTD., a Cayman Islands limited company;
Condagua, LLC, a Delaware single member limited liability company;
John B. Helmers, a United States citizen; and
A. Glenn Helmers, a United States citizen.
   
 (d)Title of Class of Securities
COMMON STOCK
   
 (e)CUSIP Number
15117K103

 
 
     
CUSIP No. 15117K103 13G Page 8 of 10 Pages
     

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 (a)oBroker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
    
 (b)oBank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
    
 (c)oInsurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
    
 (d)oInvestment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
    
 (e)oAn investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
    
 (f)oAn employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
    
 (g)oA parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
    
 (h)oA savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    
 (i)oA church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
    
 (j)oGroup, in accordance with §240.13d-1(b)(1)(ii)(J).
    

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

     
 (a) 

Long Focus Capital Master, Ltd. is the beneficial owner of record of 1,166,367 shares of Common Stock covered by this statement. Condagua, LLC is the beneficial owner of record of 1,375,992 shares of Common Stock. Long Focus Capital Management, LLC (“LFCM”) and John B. Helmers may be deemed to beneficially own the 1,166,367 shares of Common Stock held by the Long Focus Capital Master, Ltd. and the 1,375,992 shares of Common Stock held by Condagua, LLC as the family office investment adviser and the principal of LFCM, respectively. A. Glenn Helmers is the beneficial owner of the 1,375,992 shares of Common Stock held by Condagua, LLC.

     
 (b) 

Percent of class owned:

Condagua, LLC; A. Glenn Helmers: 3.0%

Long Focus Capital Master, Ltd.: 2.6%

Long Focus Capital Management, LLC; John B. Helmers: 5.6%

     
 (c) 

Long Focus Capital Management, LLC and John B. Helmers may direct the vote and disposition of the 1,166,367 shares of Common Stock held by Long Focus Capital Master, Ltd.

Long Focus Capital Management, LLC, John B. Helmers, and A. Glenn Helmers may direct the vote and disposition of the 1,375,992 shares of Common Stock held by Condagua, LLC.

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 
 
     
CUSIP No. 15117K103 13G Page 9 of 10 Pages
     

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     o.

Instruction. Dissolution of a group requires a response to this item.

NOT APPLICABLE

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

NOT APPLICABLE

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

NOT APPLICABLE

Item 8.  Identification and Classification of Members of the Group.

NOT APPLICABLE

Item 9.  Notice of Dissolution of Group.

NOT APPLICABLE

Item 10.  Certification.

    
 (a) The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
     
   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 
     
 (b) The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
     
   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 
 
 
     
CUSIP No. 15117K103 13G Page 10 of 10 Pages
     

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: May 3, 2022

 

 LONG FOCUS CAPITAL MANAGEMENT, LLC 
   
 /s/ John B. Helmers 
 John B. Helmers/Managing Member 
   
 LONG FOCUS CAPITAL MASTER, LTD. 
 BY: LONG FOCUS CAPITAL MANAGEMENT, LLC
ITS: INVESTMENT ADVISER
 
   
 /s/ John B. Helmers 
 John B. Helmers/Managing Member 
   
 CONDAGUA, LLC 
   
 /s/ A. Glenn Helmers 
 A. Glenn Helmers/Managing Member 
   
 JOHN B. HELMERS 
   
 

/s/ John B. Helmers

 
 

John B. Helmers

 
   
 A. GLENN HELMERS 
   
 

/s/ A. Glenn Helmers

 
 A. Glenn Helmers