View Filing Data

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2018	May 07, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Trading Symbol	CLXT
Entity Registrant Name	CALYXT, INC.
Entity Central Index Key	0001705843
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		28,020,786

Condensed Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 50,703	$ 56,664
Trade accounts receivable	0	0
Due from related parties	47	167
Prepaid expenses and other current assets	2,080	626
Total current assets	52,830	57,457
Property and equipment, net	18,767	14,353
Other long-term assets	270	357
Total assets	71,867	72,167
Current liabilities:
Due to related parties	742	1,350
Accounts payable	441	1,023
Accrued salaries, wages, and other compensation	490	945
Accrued liabilities	1,256	893
Current deferred revenue	43	43
Total current liabilities	2,972	4,254
Non-current deferred revenue	278	289
Finance lease obligations	14,757	10,148
Total liabilities	18,007	14,691
Stockholder's equity:
Common stock, $0.0001 par value; 275,000,000 shares authorized, 27,954,781 and 27,718,780 shares issued and outstanding as of March 31, 2018 and December 31,2017, respectively	3	3
Preferred stock, $0.0001 par value; 50,000,000 shares authorized, no shares issued or outstanding as of March 31, 2018 and December 31, 2017 respectively
Additional paid-in capital	112,775	112,021
Accumulated deficit	(58,918)	(54,548)
Total stockholders' equity	53,860	57,476
Total liabilities and stockholders' equity	$ 71,867	$ 72,167

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	275,000,000	275,000,000
Common stock, shares issued	27,954,781	27,718,780
Common stock, shares outstanding	27,954,781	27,718,780
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Condensed Statements of Operations - USD ($) $ in Thousands	3 Months Ended
Condensed Statements of Operations - USD ($) $ in Thousands	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenue	$ 11	$ 55
Operating expenses:
Cost of revenue	0	0
Research and development	1,093	1,266
Selling, general, and administrative	3,214	1,578
Total operating expenses	4,307	2,844
Loss from operations	(4,296)	(2,789)
Interest expense, net	(68)	(14)
Foreign currency transaction loss	(6)	(29)
Loss before income taxes	(4,370)	(2,832)
Income tax expense	0	0
Net loss	$ (4,370)	$ (2,832)
Basic and diluted loss per share	$ (0.16)	$ (0.14)
Weighted average shares outstanding-basic and diluted	27,851,162	19,600,000

Condensed Statement of Stockholders' Equity - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2017	$ 57,476	$ 3	$ 112,021	$ (54,548)
Beginning balance, shares at Dec. 31, 2017		27,718,780
Net loss	(4,370)			(4,370)
Common shares issued upon exercise of options and other	$ 714		714
Common shares issued upon exercise of options and other, shares	196,801	236,001
Stock-based compensation	$ 40		40
Ending balance at Mar. 31, 2018	$ 53,860	$ 3	$ 112,775	$ (58,918)
Ending balance, shares at Mar. 31, 2018		27,954,781

Condensed Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
Condensed Statements of Cash Flows - USD ($) $ in Thousands	Mar. 31, 2018	Mar. 31, 2017
Operating activities
Net loss	$ (4,370)	$ (2,832)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	156	133
Stock-based compensation	40	134
Unrealized transaction gain (loss) on related party activity	8	(27)
Changes in operating assets and liabilities:
Trade accounts receivable		110
Due to/from related parties	(496)	490
Prepaid expenses and other assets	(880)	(426)
Accounts payable	(581)	337
Accrued salaries, wages, and other compensation	(456)	(89)
Accrued liabilities	25	418
Deferred revenue	(11)	45
Net cash used in operating activities	(6,565)	(1,707)
Investing activities
Purchases of property and equipment	(41)	(312)
Net cash used in investing activities	(41)	(312)
Financing activities
Deferred costs	(69)
Proceeds from the exercise of stock options	714
Net cash provided by financing activities	645
Net decrease in cash and cash equivalents	(5,961)	(2,019)
Cash and cash equivalents-beginning of period	56,664	5,026
Cash and cash equivalents-end of period	50,703	3,007
Supplemental cash flow information
Interest paid	124	$ 14
Supplemental non-cash investing and financing transactions:
Property and equipment included in financing lease obligation	4,529
Deferred costs in accounts payable and accrued liabilities	$ 417

Nature of Business

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

1.	Nature of Business

Calyxt, Inc., formerly known as Cellectis Plant Sciences, Inc., was founded in 2010 and incorporated in Delaware. The Company is headquartered in New Brighton, Minnesota. The Company is a consumer-centric, food- and agriculture-focused company. Prior to the Company’s initial public offering (IPO) on July 25, 2017, Calyxt was a wholly owned subsidiary of Cellectis. As of March 31, 2018, Cellectis owned approximately 79.1% of the Company’s outstanding common stock. Calyxt’s common stock is listed on the Nasdaq market under the ticker symbol “CLXT”.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.Accordingly, they do not include all of the information and related notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included in the accompanying financial statements. The results of operations for the period ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year.

This interim information should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC on March 14, 2018 (the Annual Report).

Initial Public Offering

On July 25, 2017, the Company completed an IPO of its common stock. The Company sold an aggregate of 8,050,000 shares of common stock at a price of $8.00 per share, including 1,050,000 shares of common stock pursuant to the exercise of the underwriters’ option to purchase additional shares. In the aggregate, the Company received net proceeds from the IPO and exercise of the overallotment option of approximately $58.0 million, after deducting underwriting discounts and commissions of $3.1 million and offering expenses totaling approximately $3.3 million. As part of the IPO, Cellectis purchased 2,500,000 shares of common stock for a value of $20.0 million, the proceeds of which are included in the net proceeds of approximately $58.0 million. The Company used $5.7 million of the proceeds from Cellectis to pay a portion of the outstanding obligations owed to Cellectis.

Stock Splits

On June 14, 2017, pursuant to the authorization provided in a written consent in lieu of a special meeting of the Company, the Company effected a stock split of the Company’s common stock at a ratio of 100-for-1 and increased the number of shares of common stock authorized for issuance to 30,000,000 by filing a Certificate of Amendment with the Secretary of State of the State of Delaware.

On July 25, 2017, the Company amended its Amended and Restated Certificate of Incorporation to increase the authorized capital stock of the Company to 325,000,000 shares of which 275,000,000 shares are designated common stock, par value $0.0001, and 50,000,000 shares are designated preferred stock, par value $0.0001.

On July 25, 2017, concurrently with the closing of the IPO, the Company effected a stock split of the Company’s common stock at a ratio of 2.45-for-1. As a result of the stock split, each share of issued and outstanding common stock was converted into 2.45 shares of issued and outstanding common stock without changing the par value per share.

Since the par value of the common stock remained at $0.0001 per share subsequent to each stock split, the value of common stock recorded to the Company’s balance sheets has been retroactively increased to reflect the par value of the increased number of outstanding shares, with a corresponding decrease to additional paid-in capital. All share and per share data for periods occurring prior to the stock split that are included in the financial statements and related notes have been retroactively restated to reflect the stock splits.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.	Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to stock-based compensation and the valuation allowance for deferred tax assets and derivatives. The Company bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and term deposits with original maturities of three months or less. The carrying value of these instruments approximate fair value. The balances, at times, may exceed federally insured limits. The Company has not experienced any losses on its cash and cash equivalents.

Trade Accounts Receivable

Accounts receivable are unsecured, are recorded at net realizable value, and do not bear interest. The Company makes judgments as to its ability to collect outstanding receivables based upon patterns of collectability, historical experience, and management’s evaluation of specific accounts and will provide an allowance for credit losses when collection becomes doubtful. The Company performs credit evaluations of its customers’ financial condition on an as-needed basis. Payment is generally due 30 days from the invoice date, and accounts past 30 days are individually analyzed for collectability. When all collection efforts have been exhausted, the account is written off against the related allowance.

The Company had no trade accounts receivables as of March 31, 2018 or December 31, 2017.

Prepaid Expenses and Other Current Assets

Other current assets represent prepayments, research and development (R&D) tax credits, deferred costs, purchased seed contracts and deposits made by the Company.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed based upon the estimated useful lives of the respective assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the assets. Repairs and maintenance costs are expensed as incurred. The cost and accumulated depreciation of property and equipment retired, or otherwise disposed of, are removed from the related accounts, and any residual values are charged to expense. Depreciation expense has been calculated using the following estimated useful lives:


Buildings and other improvements		10–20 years
Leasehold improvements		Remaining lease period
Office furniture and equipment		5–7 years
Computer equipment and software		3–5 years

Leases

Leases are classified as either finance or operating leases, with such classification affecting the pattern of expense recognition in the income statement. In September 2017, the Company entered into a financing lease with respect to the Company’s new corporate headquarters. Refer to Note 10 for more detail.

Long-Lived Assets

Management reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If the impairment tests indicate that the carrying value of the asset, or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, further analysis is performed to determine the fair value of the asset or asset group. To the extent the fair value of the asset or asset group is less than its carrying value, an impairment loss is recognized equal to the amount the carrying value exceeds the fair value of the asset or asset group. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell.

There have been no impairment losses recognized for the three months ended March 31, 2018 or March 31, 2017.

Fair Value of Financial Instruments

Pursuant to the requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement, the Company’s financial assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories:

Level 1—Financial instruments with unadjusted quoted prices listed on active market exchanges.

Level 2—Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. The prices for the financial instruments are determined using prices for recently traded financial instruments with similar underlying terms, as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3—Financial instruments that are not actively traded on a market exchange. This category includes situations in which there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.

The Company has derivative instruments that are classified as Level 2. The Company does not have any financial instruments classified as Level 3, and there were no movements between these categories during the three months ended March 31, 2018 or March 31, 2017.


	Fair Value Measurements at March 31, 2018
	(in thousands)
	Level 1		Level 2		Level 3		Net Balance
Asset at Fair Value:
Forward purchase contracts		—	$	78		—	$	78

Total Assets at Fair Value		—	$	78		—	$	78

Liabilities at Fair Value
Forward purchase contracts		—	$	1		—	$	1

Total Liabilities at Fair Value		—	$	1		—	$	1


	Fair Value Measurements at December 31, 2017,
	(in thousands)
	Level 1		Level 2		Level 3		Net Balance
Asset at Fair Value:
Forward purchase contracts		—	$	3		—	$	3

Total Assets at Fair Value		—	$	3		—	$	3

Liabilities at Fair Value
Forward purchase contracts		—	$	4		—	$	4

Total Liabilities at Fair Value		—	$	4		—	$	4

Forward Purchase Contracts and Derivatives

The Company enters into supply agreements for grain and seed production with settlement values based on commodity market futures pricing. The Company accounts for these derivative financial instruments utilizing the authoritative guidance in ASC Topic 815, Derivatives and Hedging. Realized gains and losses from derivative contracts are recorded as R&D expenses as a result of breeding contract activity. The fair value for forward purchase contracts is estimated based on exchange-quoted prices.

Unrealized gains and losses on all derivative contracts are recorded in other current assets or other current liabilities on the balance sheet at fair value. The gains and losses recorded by the Company are not significant for the three months ended March 31, 2018 or 2017.

The table below summarizes the carrying value of derivative instruments as of March 31, 2018 and December 31, 2017.


	Asset Derivatives					Liability Derivatives
Derivatives not designated as hedging instruments under ASC Topic 815	Balance Sheet Location	Fair Value				Balance Sheet Location	Fair Value
	Balance Sheet Location	March 31, 2018		December 31, 2017		Balance Sheet Location	March 31, 2018		December 31, 2017
		(in thousands)					(in thousands)
Forward purchase contracts	Prepaid expenses and other current assets	$	78	$	3	Accrued Liabilities—current	$	1	$	4
Total derivatives		$	78	$	3		$	1	$	4

Patents

The Company expenses patent costs, including related legal costs, as incurred. Costs to write, maintain, in-license, and defend patents are recorded as selling, general and administrative expenses in the statements of operations. Costs to support the research for filing patents are recorded as research and development expenses in the statements of operations.

Revenue Recognition

The Company enters into R&D agreements that may consist of nonrefundable up-front payments, milestone payments, royalties, and R&D Services. In addition, the Company may license its technology to third parties, which may be part of the R&D agreements.

For agreements that contain multiple elements, each element within a multiple-element arrangement is accounted for as a separate unit of accounting provided the following criteria are met: the delivered products or services have value to the customer on a standalone basis and, for an arrangement that includes a general right of return relative to the delivered products or services, delivery, or performance of the undelivered product or service is considered probable and is substantially controlled by the Company. The Company considers a deliverable to have standalone value if the product or service is sold separately by the Company or another vendor or could be resold by the customer. Further, the Company’s revenue arrangements do not include a general right of return relative to the delivered products.

Nonrefundable up-front payments are deferred and recognized as revenue over the period of the R&D agreement. If an R&D agreement is terminated before the original term of the agreement is fulfilled, all the remaining deferred revenue is recognized at the date of termination.

Milestone payments represent amounts received from the Company’s R&D partners, the receipt of which is dependent upon the achievement of certain scientific, regulatory, or commercial milestones. The Company recognizes milestone payments when the triggering event has occurred, there are no further contingencies or services to be provided with respect to that event, and the counterparty has no right to refund of the payment. The triggering event may be scientific results achieved by the Company or another party to the arrangement, regulatory approvals, or the marketing of products developed under the arrangement.

Royalty revenue arises from the Company’s contractual entitlement to receive a percentage of product sales revenues achieved by counterparties. Royalty revenue is recognized on an accrual basis in accordance with the terms of the agreement when sales can be determined reliably and there is reasonable assurance that the receivables from outstanding royalties will be collected.

License revenue from licenses that were granted to third parties is recognized ratably over the period of the license agreements. Revenue from R&D services is recognized over the period the R&D services are performed. No new revenue arrangements were entered into during the three months ended March 31, 2018.

Cost of Revenue

Cost of revenue relates to the performance of services or contract research and consists of direct external expenses relating to projects and internal costs, including overhead allocated on a full-time equivalent basis.

Research and Development

R&D expenses represent costs incurred for the development of various products using licensed gene editing technology, including expenses allocated to Calyxt by Cellectis. R&D expenses consist primarily of salaries, stock compensation and related costs of the Company’s scientists, in-licensing of technology, consumables, property and equipment depreciation, and fees paid to third-party consultants. All research and development costs are expensed as incurred.

The Company in-licenses certain technology from third-parties that is a component of ongoing research and product development. The Company expenses up-front license fees upon contracting due to the uncertainty of future commercial value, as well as expensing any ongoing annual fees when incurred.

Stock-Based Compensation

The Company measures employee and nonemployee stock-based awards at grant-date fair value and records compensation expense using the accelerated attribution method over the vesting period of the award. Stock-based awards issued to nonemployees are remeasured until the award vests. The Company uses the Black-Scholes option pricing model to value its stock option awards. Estimating the fair value of stock option awards requires management to apply judgment and make estimates, including the volatility of the Company’s common stock, the expected term of the Company’s stock options, the expected dividend yield and the fair value of the Company’s common stock on the measurement date. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures.

The expected term of stock options is estimated using the “simplified method” for employee options as the Company has no historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For options granted to nonemployees, the Company uses the remaining contractual life. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The Company assumes no dividend yield because dividends are not expected to be paid in the near future, which is consistent with the Company’s history of not paying dividends. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option.

Foreign Currency Transactions

Transactions in foreign currencies are remeasured into the Company’s functional currency, U.S. dollars, at the exchange rates effective at the transaction dates. Assets and liabilities denominated in foreign currencies at the reporting date are remeasured into the functional currency using the exchange rate effective at that date.

Income Taxes

Current income taxes are recorded based on statutory obligations for the current operating period for the jurisdictions in which the Company has operations.

Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not to be sustained on audit, based on the technical merits of the position. Calyxt recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the relevant tax authority. The Company is subject to income taxes in U.S. federal and state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal and state income tax examinations by tax authorities for years ending prior to 2013. In the event of any future tax assessments, the Company’s accounting policy is to record the income taxes and any related interest or penalties as current income tax expense on the statements of operations.

Recently Issued Accounting Pronouncements

As an emerging growth company, the Company has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act.

In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, which creates ASC Topic 606, Revenue from Contracts with Customers, and supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition. The guidance in ASU 2014-09 and subsequently issued amendments ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net); ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing; and ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients, outlines a comprehensive model for all entities to use in accounting for revenue arising from contracts with customers, as well as required disclosures. Entities have the option of using either a full retrospective or modified approach to adopt the new guidance. For public entities, certain not-for-profit entities, and certain employee benefit plans, the new revenue standard is effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. For all other entities, the new revenue standard is effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted. The adoption of this standard is not expected to have a material effect on the Company as the Company currently has insignificant revenues from previously entered R&D contracts. The Company expects to recognize revenues when its first product is commercialized. The impact of adoption of the standard may be more significant once products are commercialized.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance requires that lessees recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The amendment also requires disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. For public entities, not-for-profit entities, or employee benefit plans, ASU 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. For all other entities, ASU 2016-02 is effective for annual periods beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Early adoption is permitted. The Company is evaluating the impact of adopting this pronouncement.

In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company adopted the standard during the first quarter of 2018 and it did not have a material impact on the Company.

Concentrations of Credit Risk

3 Months Ended

Mar. 31, 2018

Risks and Uncertainties [Abstract]

Concentrations of Credit Risk

3.	Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and trade accounts receivable.

Cash and cash equivalents concentration—The Company holds cash balances at financial institutions that, at times, may exceed federally insured limits. The Company evaluates the creditworthiness of these financial institutions in determining the risk associated with these deposits. Calyxt has not experienced any losses on such accounts.

Trade accounts receivable concentration—The Company had no trade accounts receivables as of March 31, 2018 and December 31, 2017.

Revenue concentration—For the three months ended March 31, 2018, 3 customers accounted individually for 80%, 15% and 5%, of revenue, respectively. For the three months ended March 31, 2017, three customers accounted individually for 50%, 30% and 16% of revenue, respectively.

Property and Equipment

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

Property and Equipment

4.	Property and Equipment

Property and equipment consists of the following:


(Amounts in Thousands)	As of March 31, 2018			As of December 31, 2017
Land	$	5,690		$	5,690
Buildings and other improvements		4,414			4,414
Leasehold improvements		169			169
Office furniture and equipment		1,925			1,672
Computer equipment and software		20			20
Assets under construction		7,988			3,671

		20,206			15,636
Less accumulated depreciation		(1,439	)		(1,283	)

Property and equipment, net	$	18,767		$	14,353

As of March 31, 2018, the Company recorded $8.0 million in assets under construction which consists of site improvements and architect fees related to construction of the Company’s new corporate headquarters, of this amount, $7.6 million was funded by the lease obligation pursuant to the sale-leaseback transaction described in Note 10. At completion, the completed asset will be capitalized and depreciated over the term of the lease.

Depreciation expense was $156 thousand and $133 thousand for the three months ended March 31, 2018 and 2017, respectively.

Related-Party Transactions

3 Months Ended

Mar. 31, 2018

Related-Party Transactions

5.	Related-Party Transactions

Due from related parties consists of receivables due from another subsidiary of Cellectis related to payroll services provided by Calyxt to this other subsidiary of Cellectis.

Due to related parties consists of license fees, amounts owed under the intercompany management agreement, and interest charged on outstanding amounts. Amounts due to Cellectis that are included in due to related parties on the balance sheet bear interest at a rate of the European Interbank Offered Rate for 12 months (EURIBOR 12) plus 5% per annum.

The Company has a management agreement with Cellectis, in which the Company pays Cellectis a monthly fee for certain services provided by Cellectis, which include general sales and administration functions, accounting functions, research and development, legal advice, human resources, and information technology. The Company recorded expenses associated with the management agreement of $580 thousand and $412 thousand for the three months ended March 31, 2018 and 2017, respectively. For the three months ended March 31, 2018 and 2017, the Company classified $535 thousand and $380 thousand, respectively, as a component of sales, general, and administrative expenses while $45 thousand and $32 thousand, respectively, were classified as a component of R&D expenses.

As of March 31, 2018, and December 31, 2017, the Company had short-term Cellectis obligations of $742 thousand, and $1,350 thousand, respectively, consisting of amounts owed under the intercompany management agreement for services provided by Cellectis and costs incurred by Cellectis on behalf of the Company.

Cellectis entered into a Lease Guaranty with the Landlord, whereby Cellectis has guaranteed all of the Company’s obligations under the Lease Agreement. Cellectis’ guarantee of Calyxt’s obligations under the sale-leaseback transaction will terminate at the end of the second consecutive calendar year in which Calyxt’s tangible net worth exceeds $300 million, as determined in accordance with generally accepted accounting principles. On November 10, 2017, Calyxt agreed to indemnify Cellectis for any obligations incurred by Cellectis under the Lease Guaranty. This indemnification agreement will become effective at such time as Cellectis owns 50% or less of Calyxt’s outstanding common stock.

TALEN technology was invented by researchers at the University of Minnesota and Iowa State University and exclusively licensed to Cellectis. Calyxt obtained from Cellectis an exclusive license for the TALEN technology for commercial use in plants. TALEN technology is the primary gene-editing technology used by Calyxt today. The Company will be required to pay a royalty to Cellectis on future sales for the licensing of the technology.

Accrued Liabilities

3 Months Ended

Mar. 31, 2018

Payables and Accruals [Abstract]

Accrued Liabilities

6.	Accrued Liabilities

As of March 31, 2018, and December 31, 2017, the Company had accrued liabilities of $1,256 thousand and $893 thousand, respectively, which consist of unrecognized income related to construction tax incentives and miscellaneous operating expenses.

Net Loss per Share

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Net Loss per Share

7.	Net Loss per Share

Basic earnings per share is computed based on the net loss allocable to common stockholders for each period, divided by the weighted average number of common shares outstanding. All outstanding stock options and restricted stock units (RSUs) are excluded from the calculation since they are anti-dilutive. Due to the existence of net losses for the three-month periods ended March 31, 2018 and 2017, basic and diluted loss per share were the same.

Stock-Based Compensation

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

8.	Stock-Based Compensation

Calyxt, Inc. Equity Incentive Plan

The Company adopted the Calyxt, Inc. Equity Incentive Plan, or the Existing Plan, which allows for the grant of stock options to attract and retain highly qualified employees. In June 2017, the Company also adopted an omnibus incentive plan, or the Omnibus Plan, under which the Company granted stock options and restricted stock units to certain of our employees and nonemployees, as well as certain employees and nonemployees of Cellectis.

The options granted under the Existing Plan and the Omnibus Plan, which were only eligible for exercise following the completion of the IPO on July 25, 2017, have an exercise price equal to the estimated fair value of the stock at the grant date for the Omnibus Plan and the grant date for the Existing Plan, respectively.

The following table presents stock-based compensation expense included in the Company’s condensed statements of operations (in thousands) for stock options and restricted stock unit awards under the plans:


	Three Months Ended March 31
	2018			2017
Stock-based compensation expense/(benefit) for:
Employee stock options	$	298		$	—
Employee restricted stock units		435			—
Nonemployee stock options		(712	)		—
Nonemployee restricted stock units		(89	)		—

	$	(68	)	$	—


	Three Months Ended March 31
	2018			2017
Stock-based compensation expense/(benefit) in operating expenses:
Selling, general and administrative	$	369		$	—
Research and development		(437	)		—

	$	(68	)	$	—

The Company treats stock-based compensation awards granted to employees of Cellectis as dividends, which are recorded quarterly. The Company recorded $712 thousand and $0 in a deemed dividend to Cellectis in the three months ended March 31, 2018 and 2017, respectively, for RSUs and stock options granted to employees of Cellectis.

Equity instruments issued to non-employees include RSUs and options to purchase shares of the Company’s common stock. These RSUs and options vest over a certain period during which services are provided. The Company expenses the fair market value of the awards over the period in which the related services are received. Unvested awards are remeasured to fair value until they vest.

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2018:


	Number of Shares			Weighted- Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)		Weighted- Average Remaining Contractual Life (in years)
Outstanding at December 31, 2017		3,883,432		$	9.16	$	49,965		8.8
Granted		79,875		$	10.39
Exercised		(196,801	)	$	3.77	$	3,260
Canceled		(147,000	)	$	13.29

Outstanding at March 31, 2018		3,619,506		$	9.60	$	14,617		8.6

Exercisable at March 31, 2018		1,125,083		$	5.41	$	9,386		7.9

The weighted average grant date fair value for stock options granted during the three months ended March 31, 2018 was $10.39. No stock options were granted during the three months ended March 31, 2017. The total fair value of stock options vested during the three months ended March 31, 2018 and 2017 was $475 thousand and $0, respectively. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2018 and 2017 was $3.3 million and $0, respectively. At March 31, 2018, the total unrecognized stock-based compensation expense related to non-vested stock options is approximately $3.7 million, which is expected to be recognized over a weighted-average period of 4.3 years.

The fair value of each stock option is estimated using the Black-Scholes option pricing model at each measurement date. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the stock price, and expected dividends. The awards currently outstanding were granted with vesting terms between two and six years. Certain awards contained a 25% acceleration vesting clause upon a triggering event or initial public offering as defined in the Existing Plan.

The Company has not historically paid cash dividends to its stockholders and currently does not anticipate paying any cash dividends in the foreseeable future. As a result, the Company has assumed a dividend yield of 0%. The risk-free interest rate is based upon the rates of U.S. Treasury bills with a term that approximates the expected life of the option. The Company uses the simplified method, or the lattice method when appropriate, to reasonably estimate the expected life of its option awards. Expected volatility is based upon the volatility of comparable public companies.

The following table provides the assumptions used in the Black-Scholes model for the stock option awards:


	Three Months Ended March 31
	2018	2017
Expected dividend yield	0%	0%
Risk-free interest rate	2.45-2.72%	1.28%
Expected volatility	40.9%-53.7%	25%
Expected life (in years)	6.46-9.21	5.75-6.25

Restricted Stock Units

The following table summarizes the activity of restricted stock units:


	Number of Restricted Stock Units Outstanding			Weighted-Average Grant Date Fair Value
Unvested balance at December 31, 2017		1,373,933		$	8.00
Granted		26,625		$	23.39
Canceled		(102,900	)	$	8.00

Unvested balance at March 31, 2018		1,297,658		$	8.32

The weighted average grant date fair value for RSUs granted during the three months ended March 31, 2018 was $23.39. No RSUs were granted during the three months ended March 31, 2017. No RSUs vested during the three months ended March 31, 2018 or 2017. As of March 31, 2018, the Company had approximately $5.3 million of unrecognized stock-based compensation expense related to restricted stock units that is expected to be recognized over a weighted-average period of 4.7 years.

Cellectis Equity Incentive Plan

Cellectis granted stock options to employees of Calyxt. Compensation costs related to the grant of Cellectis awards to Calyxt’s employees has been recognized in the statements of operations with a corresponding credit to stockholders’ equity, representing Cellectis’ capital contribution to the Company. The fair value of each stock option is estimated at the grant date using the Black-Scholes option pricing model. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company’s stock price, and expected dividends.

The following table provides the range of assumptions used in the Black-Scholes model for Cellectis awards:


	Three Months Ended March 31
	2018	2017
Expected dividend yield	0%	0%
Risk-free interest rate	0.03%-0.94%	0.00%-0.42%
Expected volatility	59.09%-65.64%	59.8%-63.2%
Expected life (in years)	6.00-6.12	6.11-6.12

The Company recognized stock-based compensation expense related to Cellectis’ grants of stock options and warrants to Calyxt employees and consultants of $108 thousand and $134 thousand for the three-month periods ended March 31, 2018 and 2017, respectively. The following table summarizes the stock-based compensation expense for Cellectis awards (in thousands), which was recognized in the Company’s statements of operations:


	Three Months Ended March 31
	2018		2017
Stock-based compensation expense in operating expenses:
Selling, general and administrative	$	54	$	3
Research and development		54		131

	$	108	$	134

Income Taxes

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

9.	Income Taxes

The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a full valuation allowance for deferred tax assets due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying financial statements.

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act tax reform legislation. This legislation makes significant changes in U.S. tax law including a reduction in the corporate tax rates, changes to net operating loss carryforwards and carrybacks, and a repeal of the corporate alternative minimum tax. The legislation reduced the U.S. corporate tax rate from the current rate of 35% to 21%. As a result of the enacted law, the Company was required to revalue deferred tax assets and liability at the enacted rate. This revaluation didn’t have any income tax expense impact due to the full valuation allowance. The other provisions of the Tax Cuts and Jobs Act did not have a material impact on the first quarter financial statements.

The Company has applied the guidance in ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, when accounting for the enactment-date effects of the Tax Cut and Jobs Act. As of March 31, 2018, the Company had not completed its accounting for the tax effects of the Tax Cut and Jobs Act, as the Company is in the process of analyzing certain aspects of the Tax Cut and Jobs Act, obtaining information, and refining its calculations of the Tax Cut and Jobs Act’s impact. There have been no material measurement period adjustments made during the three months ended March 31, 2018 related to the provisional amounts recorded and disclosed in our Annual Report. The Company expects to complete the accounting for the tax effects of the Tax Cut and Jobs Act during 2018.

As of March 31, 2018, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties as of December 31, 2017.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10.

Commitments and Contingencies

Litigation and Claims

Various legal actions, proceedings, and claims (generally, matters) are pending or may be instituted or asserted against the Company. The Company accrues for matters when losses are deemed probable and reasonably estimable. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified. Except as discussed in the following paragraph, the Company has not identified any legal matters needing to be recorded or disclosed as of March 31, 2018.

In December 2013, the Company entered into a Research and Commercial License Agreement (the License Agreement) with a subsidiary of Bayer Aktiengesellschaft (Bayer), pursuant to which we granted Bayer a license to certain patents for the research and commercialization of certain products developed with our TALEN technology. The Company believes that Bayer, which has agreed to acquire Monsanto, Inc. and also to sell a significant portion of its seeds business to BASF SE, has breached the License Agreement by filing patent applications in violation of the License Agreement’s provisions and by failing to make a payment due under the License Agreement. As described further in our Annual Report, the Company’s commercial success depends, in part, on obtaining and maintaining proprietary rights to intellectual property and defending these rights against third-party challenges. Accordingly, the Company gave notice to Bayer of its termination of the License Agreement, and on March 12, 2018, the Company filed a complaint in Delaware Chancery Court alleging that it properly terminated the License Agreement for Bayer’s material breach. The Company has requested a declaration that the License Agreement has terminated and an order of specific performance requiring Bayer to comply with its post-termination obligations. The Company does not expect to incur any significant losses as a result of the proceedings. However, litigation is inherently uncertain, and there can be no assurances with respect to the outcome or consequences of this litigation. Bayer, as well as other potential competitors, may choose to develop products that may compete with the product candidates that we are developing or may seek to develop in the future, regardless of the outcome of this litigation. If we are unsuccessful in this litigation, Bayer, as well as its successors and assigns, could use the TALEN technology covered by the License Agreement to develop products that may compete with the product candidates that we are developing or may seek to develop in the future.

Leases

The Company has several leases which are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Significant leases are described below.

Current building Lease

The Company leases its existing office space under an amended non-cancelable operating lease that expires in May 2018. Rent expense is recognized using the straight-line method over the term of the lease. In addition to minimum lease payments, the office lease requires payment of a proportionate share of real estate taxes and building operating expenses. Total rent expense for the office space was $77 thousand and $65 thousand for three months ended March 31, 2018 and 2017, respectively.

Financing Lease

The Company entered into a sale-leaseback transaction on September 6, 2017 with respect to certain real property and improvements located in Roseville, MN, whereby the Company sold the land and other improvements to a third party in exchange for approximately $7 million in cash and the Company committed to an initial lease term of twenty years, with four options to extend the term of the Lease Agreement for five years each. The transaction also included a construction contract for the Company’s new nearly 40,000 square-foot corporate headquarters which when complete will include office, research laboratory space and outdoor growing plots.

During the construction period, the Company initially pays annual base rent of $490 thousand until the property has been substantially completed, at which time, the lease will commence and the Company will pay annual base rent at the rate of 8% of the total cost which based on the project plan would approximate an annual base rent of $1.4 million. The Lease Agreement is a net lease, whereby the Company is responsible for the other costs and expenses associated with the use of the property. Cellectis entered into a Lease Guaranty with the landlord, whereby Cellectis has guaranteed the Company’s obligations under the Lease Agreement. Cellectis’ guarantee of Calyxt’s obligations under the sale-leaseback transaction will terminate at the end of the second consecutive calendar year in which Calyxt’s tangible net worth exceeds $300 million, as determined in accordance with generally accepted accounting principles. On November 10, 2017, Calyxt agreed to indemnify Cellectis for any obligations incurred by Cellectis under the Lease Guaranty. This indemnification agreement will become effective at such time as Cellectis owns 50% or less of Calyxt’s outstanding common stock.

The Company is responsible for construction cost overruns. As a result of this involvement, the Company is deemed the “owner” for accounting purposes during the construction period and is required to capitalize the construction costs on the Balance Sheet. Lease payments will decrease the finance obligation recorded on the Balance Sheet, net of implied interest. The sale of the land and structures also does not qualify for sale-leaseback accounting under ASC 840 as a result of “continuing involvement” and the guarantee of the transaction by Cellectis. Under ASC 840, the “continuing involvement” precludes the Company from derecognizing the assets from the Balance Sheet. When the assets under construction have been substantially completed the assets associated with the project will be capitalized and depreciated over the term of the lease.

The Company has recorded assets under construction related to the financing lease transaction of $7.6 million and $3.1 million and a financing lease obligation of $14.5 million and $10.1 million as of March 31, 2018 and December 31, 2017 respectively. The Company recognized $123 thousand and 0 of interest expense related to this arrangement for the quarters-ended March 31, 2018 and 2017, respectively.

Obligations to Cellectis

As of March 31, 2018, and December 31, 2017, the Company had short-term Cellectis obligations of $742 thousand and $1,350 thousand, respectively, consisting of amounts owed under the intercompany management agreement for services provided by Cellectis and costs incurred by Cellectis on behalf of the Company.

Forward Purchase Commitments

As of March 31, 2018, and December 31, 2017, the Company has forward purchase commitments with growers to purchase seed and grain at future dates in the amount of approximately $7.0 million and $1.6 million, respectively, that are estimated based on anticipated yield and expected price. This amount is not recorded in the financial statements because the company has not taken delivery of the seed and grain.

Employee Benefit Plan

3 Months Ended

Mar. 31, 2018

Postemployment Benefits [Abstract]

Employee Benefit Plan

11.

Employee Benefit Plan

The Company provides a 401(k) defined contribution plan (the Plan) for participation by all regular fulltime employees who have completed three months of service. The Plan provides for a matching contribution equal to 100% of the amount of the employee’s salary deduction up to 3% of the salary per employee and an additional 50% match from 3% to 5% of salary. Employees’ rights to the Company’s matching contributions vest immediately. Company contributions to the Plan totaled $49 thousand and $27 thousand for the three months ended March 31, 2018 and 2017, respectively.

Segment and Geographic Information

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Segment and Geographic Information

12.

Segment and Geographic Information

The Company has one operating and reportable segment, R&D of plant gene editing. The Company derives substantially all of its revenue from R&D contracts related to plant gene editing located in the US.

Subsequent Events

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

Subsequent Events

13.

Subsequent Events

None.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Trade Accounts Receivable

Trade Accounts Receivable

The Company had no trade accounts receivables as of March 31, 2018 or December 31, 2017.

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Other current assets represent prepayments, research and development (R&D) tax credits, deferred costs, purchased seed contracts and deposits made by the Company.

Property and Equipment

Property and Equipment


Buildings and other improvements		10–20 years
Leasehold improvements		Remaining lease period
Office furniture and equipment		5–7 years
Computer equipment and software		3–5 years

Leases

Leases

Long-Lived Assets

Long-Lived Assets

There have been no impairment losses recognized for the three months ended March 31, 2018 or March 31, 2017.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Level 1—Financial instruments with unadjusted quoted prices listed on active market exchanges.


	Fair Value Measurements at March 31, 2018
	(in thousands)
	Level 1		Level 2		Level 3		Net Balance
Asset at Fair Value:
Forward purchase contracts		—	$	78		—	$	78

Total Assets at Fair Value		—	$	78		—	$	78

Liabilities at Fair Value
Forward purchase contracts		—	$	1		—	$	1

Total Liabilities at Fair Value		—	$	1		—	$	1


	Fair Value Measurements at December 31, 2017,
	(in thousands)
	Level 1		Level 2		Level 3		Net Balance
Asset at Fair Value:
Forward purchase contracts		—	$	3		—	$	3

Total Assets at Fair Value		—	$	3		—	$	3

Liabilities at Fair Value
Forward purchase contracts		—	$	4		—	$	4

Total Liabilities at Fair Value		—	$	4		—	$	4

Forward Purchase Contracts and Derivatives

Forward Purchase Contracts and Derivatives

The table below summarizes the carrying value of derivative instruments as of March 31, 2018 and December 31, 2017.


	Asset Derivatives					Liability Derivatives
Derivatives not designated as hedging instruments under ASC Topic 815	Balance Sheet Location	Fair Value				Balance Sheet Location	Fair Value
	Balance Sheet Location	March 31, 2018		December 31, 2017		Balance Sheet Location	March 31, 2018		December 31, 2017
		(in thousands)					(in thousands)
Forward purchase contracts	Prepaid expenses and other current assets	$	78	$	3	Accrued Liabilities—current	$	1	$	4
Total derivatives		$	78	$	3		$	1	$	4

Patents

Patents

Revenue Recognition

Revenue Recognition

Cost of Revenue

Cost of Revenue

Research and Development

Research and Development

Stock Based Compensation

Stock-Based Compensation

Foreign Currency Transactions

Foreign Currency Transactions

Income Taxes

Income Taxes

Current income taxes are recorded based on statutory obligations for the current operating period for the jurisdictions in which the Company has operations.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Schedule of Estimated Useful Life of Assets Used to Compute Depreciation Using the Straight-line Method

Depreciation expense has been calculated using the following estimated useful lives:


Buildings and other improvements		10–20 years
Leasehold improvements		Remaining lease period
Office furniture and equipment		5–7 years
Computer equipment and software		3–5 years

Summary of Fair Value Measurements

Fair Value Measurements at March 31, 2018
	(in thousands)
	Level 1		Level 2		Level 3		Net Balance
Asset at Fair Value:
Forward purchase contracts		—	$	78		—	$	78

Total Assets at Fair Value		—	$	78		—	$	78

Liabilities at Fair Value
Forward purchase contracts		—	$	1		—	$	1

Total Liabilities at Fair Value		—	$	1		—	$	1


	Fair Value Measurements at December 31, 2017,
	(in thousands)
	Level 1		Level 2		Level 3		Net Balance
Asset at Fair Value:
Forward purchase contracts		—	$	3		—	$	3

Total Assets at Fair Value		—	$	3		—	$	3

Liabilities at Fair Value
Forward purchase contracts		—	$	4		—	$	4

Total Liabilities at Fair Value		—	$	4		—	$	4

Schedule of Amounts of Non-hedging Derivative Financial Instruments

The table below summarizes the carrying value of derivative instruments as of March 31, 2018 and December 31, 2017.


	Asset Derivatives					Liability Derivatives
Derivatives not designated as hedging instruments under ASC Topic 815	Balance Sheet Location	Fair Value				Balance Sheet Location	Fair Value
	Balance Sheet Location	March 31, 2018		December 31, 2017		Balance Sheet Location	March 31, 2018		December 31, 2017
		(in thousands)					(in thousands)
Forward purchase contracts	Prepaid expenses and other current assets	$	78	$	3	Accrued Liabilities—current	$	1	$	4
Total derivatives		$	78	$	3		$	1	$	4

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Abstract]

Components of Property and Equipment

Property and equipment consists of the following:


(Amounts in Thousands)	As of March 31, 2018			As of December 31, 2017
Land	$	5,690		$	5,690
Buildings and other improvements		4,414			4,414
Leasehold improvements		169			169
Office furniture and equipment		1,925			1,672
Computer equipment and software		20			20
Assets under construction		7,988			3,671

		20,206			15,636
Less accumulated depreciation		(1,439	)		(1,283	)

Property and equipment, net	$	18,767		$	14,353

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2018

Summary of Stock-based Compensation Expense


	Three Months Ended March 31
	2018			2017
Stock-based compensation expense/(benefit) for:
Employee stock options	$	298		$	—
Employee restricted stock units		435			—
Nonemployee stock options		(712	)		—
Nonemployee restricted stock units		(89	)		—

	$	(68	)	$	—


	Three Months Ended March 31
	2018			2017
Stock-based compensation expense/(benefit) in operating expenses:
Selling, general and administrative	$	369		$	—
Research and development		(437	)		—

	$	(68	)	$	—

Summary of Stock Option Activity

The following table summarizes stock option activity for the three months ended March 31, 2018:


	Number of Shares			Weighted- Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)		Weighted- Average Remaining Contractual Life (in years)
Outstanding at December 31, 2017		3,883,432		$	9.16	$	49,965		8.8
Granted		79,875		$	10.39
Exercised		(196,801	)	$	3.77	$	3,260
Canceled		(147,000	)	$	13.29

Outstanding at March 31, 2018		3,619,506		$	9.60	$	14,617		8.6

Exercisable at March 31, 2018		1,125,083		$	5.41	$	9,386		7.9

Summary of Assumptions used in Black-Scholes Model

The following table provides the assumptions used in the Black-Scholes model for the stock option awards:


	Three Months Ended March 31
	2018	2017
Expected dividend yield	0%	0%
Risk-free interest rate	2.45-2.72%	1.28%
Expected volatility	40.9%-53.7%	25%
Expected life (in years)	6.46-9.21	5.75-6.25

Summary of Activity of Restricted Stock Units

The following table summarizes the activity of restricted stock units:


	Number of Restricted Stock Units Outstanding			Weighted-Average Grant Date Fair Value
Unvested balance at December 31, 2017		1,373,933		$	8.00
Granted		26,625		$	23.39
Canceled		(102,900	)	$	8.00

Unvested balance at March 31, 2018		1,297,658		$	8.32

Cellectis (Parent) [Member]

Summary of Stock-based Compensation Expense

The following table summarizes the stock-based compensation expense for Cellectis awards (in thousands), which was recognized in the Company’s statements of operations:


	Three Months Ended March 31
	2018		2017
Stock-based compensation expense in operating expenses:
Selling, general and administrative	$	54	$	3
Research and development		54		131

	$	108	$	134

Summary of Assumptions used in Black-Scholes Model

The following table provides the range of assumptions used in the Black-Scholes model for Cellectis awards:


	Three Months Ended March 31
	2018	2017
Expected dividend yield	0%	0%
Risk-free interest rate	0.03%-0.94%	0.00%-0.42%
Expected volatility	59.09%-65.64%	59.8%-63.2%
Expected life (in years)	6.00-6.12	6.11-6.12

Nature of Business - Additional Information (Detail) $ / shares in Units, $ in Millions			3 Months Ended
	Jul. 25, 2017 USD ($) $ / shares shares	Jun. 14, 2017 shares	Mar. 31, 2018 $ / shares shares	Dec. 31, 2017 $ / shares shares
Nature of Business [Line Items]
Place of incorporation			Delaware
Net proceeds from issuance of common stock upon IPO and exercise of overallotment \| $	$ 58.0
Underwriting discounts and commissions \| $	3.1
Offering expenses \| $	$ 3.3
Stock split, conversion ratio	2.45	100
Common stock, shares authorized	275,000,000	30,000,000	275,000,000	275,000,000
Authorized capital stock	325,000,000
Common stock, par value \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000		50,000,000	50,000,000
Preferred stock, par value \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Cellectis (Parent) [Member]
Nature of Business [Line Items]
Percentage of ownership in outstanding common stock			79.10%
Common stock, issued and sold	2,500,000
Net proceeds from issuance of common stock upon IPO and exercise of overallotment \| $	$ 20.0
Outstanding obligation paid to parent \| $	$ 5.7
IPO [Member]
Nature of Business [Line Items]
Common stock, issued and sold	8,050,000
Common stock issued price per share \| $ / shares	$ 8.00
Underwriters Option to Purchase Additional Shares [Member]
Nature of Business [Line Items]
Common stock, issued and sold	1,050,000

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Significant Accounting Policies [Line Items]
Trade accounts receivable	$ 0		$ 0
Impairment of long-lived assets	0	$ 0
Fair value movements between Level 2 and Level 3	0	0
Level 3 [Member]
Significant Accounting Policies [Line Items]
Financial instruments classified as Level 3	$ 0	$ 0

Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Assets Used to Compute Depreciation Using the Straight-Line Method (Detail)	3 Months Ended
	Mar. 31, 2018
Buildings and Other Improvements [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	10 years
Buildings and Other Improvements [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	20 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	Remaining lease period
Office Furniture and Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	5 years
Office Furniture and Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	7 years
Computer Equipment and Software [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	3 years
Computer Equipment and Software [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	5 years

Summary of Significant Accounting Policies - Summary of Fair Value Measurements (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Asset at Fair Value:
Total Assets at Fair Value	$ 78	$ 3
Liabilities at Fair Value
Total Liabilities at Fair Value	1	4
Forward Purchase Contracts [Member]
Asset at Fair Value:
Forward purchase contracts	78	3
Liabilities at Fair Value
Forward purchase contracts	1	4
Fair Value, Measurements, Recurring [Member] \| Level 2 [Member]
Asset at Fair Value:
Total Assets at Fair Value	78	3
Liabilities at Fair Value
Total Liabilities at Fair Value	1	4
Fair Value, Measurements, Recurring [Member] \| Forward Purchase Contracts [Member] \| Level 2 [Member]
Asset at Fair Value:
Forward purchase contracts	78	3
Liabilities at Fair Value
Forward purchase contracts	$ 1	$ 4

Summary of Significant Accounting Policies - Schedule of Amounts of Non-hedging Derivative Financial Instruments (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Forward Purchase Contracts [Member]
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 78	$ 3
Liability Derivatives	1	4
Derivatives Not Designated as Hedging Instruments [Member]
Derivatives, Fair Value [Line Items]
Asset Derivatives	78	3
Liability Derivatives	1	4
Derivatives Not Designated as Hedging Instruments [Member] \| Forward Purchase Contracts [Member] \| Prepaid Expenses and Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Asset Derivatives	78	3
Derivatives Not Designated as Hedging Instruments [Member] \| Forward Purchase Contracts [Member] \| Accrued Liabilities Current [Member]
Derivatives, Fair Value [Line Items]
Liability Derivatives	$ 1	$ 4

Concentrations of Credit Risk - Additional Information (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) Customer	Mar. 31, 2017 Customer	Dec. 31, 2017 USD ($)
Concentration Risk [Line Items]
Trade accounts receivable \| $	$ 0		$ 0
Revenue Concentration [Member]
Concentration Risk [Line Items]
Concentration risk, number of customers \| Customer	3	3
Customer 1 [Member] \| Revenue Concentration [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	80.00%	50.00%
Customer 2 [Member] \| Revenue Concentration [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	15.00%	30.00%
Customer 3 [Member] \| Revenue Concentration [Member] \| Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	5.00%	16.00%

Property and Equipment - Components of Property and Equipment (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 20,206	$ 15,636
Less accumulated depreciation	(1,439)	(1,283)
Property and equipment, net	18,767	14,353
Land [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	5,690	5,690
Buildings and Other Improvements [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	4,414	4,414
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	169	169
Office Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	1,925	1,672
Computer Equipment and Software [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	20	20
Asset Under Construction [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 7,988	$ 3,671

Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 20,206		$ 15,636
Depreciation expense	156	$ 133
Asset Under Construction [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	7,988		3,671
Assets Under Construction Held Under Finance Lease [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 7,600		$ 3,100

Related-Party Transactions - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Related Party Transaction [Line Items]
Due to related parties	$ 742,000		$ 1,350,000
Minimum net worth required	300,000,000
Cellectis (Parent) [Member]
Related Party Transaction [Line Items]
Minimum net worth required	$ 300,000,000
Cellectis (Parent) [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Threshold percentage of ownership in outstanding common stock to enact indemnification agreement	50.00%
EURIBOR 12 [Member] \| Cellectis (Parent) [Member]
Related Party Transaction [Line Items]
Debt instrument, basis spread on variable rate	5.00%
Management Agreement [Member] \| Cellectis (Parent) [Member]
Related Party Transaction [Line Items]
Related party transaction, expenses from transactions with related party	$ 580,000	$ 412,000
Due to related parties	742,000		$ 1,350,000
Selling, General and Administrative [Member] \| Management Agreement [Member] \| Cellectis (Parent) [Member]
Related Party Transaction [Line Items]
Related party transaction, expenses from transactions with related party	535,000	380,000
Research and Development [Member] \| Management Agreement [Member] \| Cellectis (Parent) [Member]
Related Party Transaction [Line Items]
Related party transaction, expenses from transactions with related party	$ 45,000	$ 32,000

Accrued Liabilities - Additional Information (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Accrued liabilities	$ 1,256	$ 893

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
IPO [Member] \| Omnibus Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Completion date of initial public offering	July 25, 2017
Cellectis (Parent) [Member] \| Nonemployee Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividends	$ 712	$ 0

Stock-Based Compensation - Summary of Stock-based Compensation Expense (Detail) - Omnibus Plan [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 68
Selling, General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	369
Research and Development [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	437
Employee Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	298
Employee Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	435
Nonemployee Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	712
Nonemployee Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 89

Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Number of shares, Outstanding, Beginning Balance	3,883,432
Number of shares, Granted	79,875	0
Number of shares, Exercised	(196,801)
Number of shares, Canceled	(147,000)
Number of shares, Outstanding, Ending Balance	3,619,506		3,883,432
Number of shares, Exercisable at March 31 , 2018	1,125,083
Weighted average exercise price per share, Granted	$ 10.39
Weighted average exercise price per share, Exercised	3.77
Weighted average exercise price per share, Canceled	13.29
Weighted average exercise price per share outstanding	9.60		$ 9.16
Weighted average exercise price per share Exercisable	$ 5.41
Aggregate intrinsic value, Exercised	$ 3,260	$ 0
Aggregate intrinsic value, Outstanding	14,617	$ 49,965
Aggregate intrinsic value, Exercisable	$ 9,386
Weighted average remaining contractual life, Outstanding	8 years 7 months 6 days		8 years 9 months 18 days
Weighted average remaining contractual life, Exercisable	7 years 10 months 25 days

Stock-Based Compensation - Stock Options - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value for stock options granted	$ 10.39
Total fair value of stock options vested	$ 475,000	$ 0
Aggregate intrinsic value of stock options exercised	3,260	$ 0
Total unrecognized stock-based compensation expense related to non-vested stock options	$ 3,700
Unrecognized stock-based compensation expense related to non-vested stock options period of recognition	4 years 3 months 19 days
Granted, options (in shares)	79,875	0
Dividend yield percentage	0.00%	0.00%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period	2 years
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option, vesting period	6 years
Acceleration Vesting [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of vesting	25.00%

Stock-Based Compensation - Summary of Assumptions used in Black-Scholes Model (Detail)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Risk-free interest rate, minimum	2.45%	1.28%
Risk-free interest rate, maximum	2.72%
Expected volatility, minimum	40.90%	25.00%
Expected volatility, maximum	53.70%
Cellectis (Parent) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Risk-free interest rate, minimum	0.03%	0.00%
Risk-free interest rate, maximum	0.94%	0.42%
Expected volatility, minimum	59.09%	59.80%
Expected volatility, maximum	65.64%	63.20%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (in years)	6 years 5 months 16 days	5 years 9 months
Minimum [Member] \| Cellectis (Parent) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (in years)	6 years	6 years 1 month 9 days
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (in years)	9 years 2 months 16 days	6 years 2 months 30 days
Maximum [Member] \| Cellectis (Parent) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (in years)	6 years 1 month 13 days	6 years 1 month 13 days

Stock-Based Compensation - Summary of Activity of Restricted Stock Units (Detail) - Restricted Stock Units [Member] - $ / shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units outstanding, Unvested beginning balance	1,373,933
Number of restricted stock units outstanding, Granted	26,625	0
Number of restricted stock units outstanding, Cancelled	(102,900)
Number of restricted stock units outstanding, Unvested ending balance	1,297,658
Weighted-average grant date fair value, Unvested beginning balance	$ 8.00
Weighted-average grant date fair value, Granted	23.39
Weighted-average grant date fair value, Cancelled	8.00
Weighted-average grant date fair value, Unvested ending balance	$ 8.32

Stock-Based Compensation - Restricted Stock Units - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense, expected recognition weighted-average period	4 years 3 months 19 days
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant date fair value, Granted	$ 23.39
Number of restricted stock units granted	26,625	0
Total fair value vested	$ 0	$ 0
Unrecognized stock-based compensation expense related to restricted stock units	$ 5,300
Unrecognized stock-based compensation expense, expected recognition weighted-average period	4 years 8 months 12 days

Stock-Based Compensation - Parent Equity Incentive Plan - Additional Information (Detail) - Equity Incentive Plan [Member] - Cellectis (Parent) [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 108	$ 134
Stock Options and Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 108	$ 134

Stock-Based Compensation - Summary of Stock-based Compensation Expense, Recognized in Statements of Operations (Detail) - Cellectis (Parent) [Member] - Equity Incentive Plan [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 108	$ 134
Selling, General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	54	3
Research and Development [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 54	$ 131

Income Taxes - Additional Information (Detail)	3 Months Ended	12 Months Ended
Income Taxes - Additional Information (Detail)	Mar. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
U.S. corporate tax rate	21.00%	35.00%

Commitments and Contingencies - Additional Information (Detail)		3 Months Ended		12 Months Ended
	Sep. 06, 2017 USD ($) ft² Options	Mar. 31, 2018 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2017 USD ($)
Other Commitments [Line Items]
Operating lease expiration date		2018-05
Total rent expense under operating lease		$ 77,000	$ 65,000
Sale-leaseback transaction date		Sep. 06, 2017
Cash received upon sale of land and other improvements to third party	$ 7,000,000
Lease term	20 years
Number of lease extension options \| Options	4
Extension term of lease agreement	5 years
Annual base rent expense		$ 490,000
Annual base rent		$ 1,400,000
Percentage of annual base rent		8.00%
Minimum net worth required		$ 300,000,000
Gross property and equipment		20,206,000		$ 15,636,000
Finance obligation		14,500,000		10,100,000
Interest expense		123,000		0
Due to related parties		742,000		1,350,000
Forward purchase commitment amount		7,000,000		1,600,000
Corporate Headquarters [Member]
Other Commitments [Line Items]
Office and lab building area \| ft²	40,000
Assets Under Construction Held Under Finance Lease [Member]
Other Commitments [Line Items]
Gross property and equipment		7,600,000		3,100,000
Cellectis (Parent) [Member]
Other Commitments [Line Items]
Minimum net worth required		300,000,000
Cellectis (Parent) [Member] \| Management Agreement [Member]
Other Commitments [Line Items]
Due to related parties		$ 742,000		$ 1,350,000
Cellectis (Parent) [Member] \| Maximum [Member]
Other Commitments [Line Items]
Threshold percentage of ownership in outstanding common stock to enact indemnification agreement		50.00%

Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan description	The Company provides a 401(k) defined contribution plan (the Plan) for participation by all regular fulltime employees who have completed three months of service
Percentage of matching contribution to plan	100.00%
Percentage of salary for matching contribution per employee	3.00%
Percentage of additional matching contribution to plan	50.00%
Contributions to the plan by employer	$ 49	$ 27
Minimum [Member]
Defined Contribution Plan Disclosure [Line Items]
Percentage of salary for additional matching contribution per employee	3.00%
Maximum [Member]
Defined Contribution Plan Disclosure [Line Items]
Percentage of salary for additional matching contribution per employee	5.00%

Segment and Geographic Information - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2018 Segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1