6-K
Cellectis S.A. (CLLS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
Date of Report: June 26, 2025
Commission File Number: 001-36891
Cellectis S.A.
(Exact Name of registrant as specified in its charter)
8, rue de la Croix Jarry
75013 Paris, France
+33 1 81 69 16 00
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F
Cellectis S.A.
The information included in this report on Form 6-K under the caption “—Board Changes” (including Exhibit 99.2) below shall be deemed to be incorporated by reference in the registration statements of Cellectis S.A. on Form F-3 (No. 333-265826 and 333-284302) and Form S-8 (Nos. 333-204205, 333-214884, 333-222482, 333-227717, 333-258514, 333-267760, 333-273777 and 333-284301), to the extent not superseded by documents or reports subsequently filed.
Combined Shareholders Meeting Voting Results
Cellectis S.A. (the “Company”) held its Combined General Meeting of Shareholders on June 26, 2025. The voting results of the Meeting, attached as Exhibit 99.1 hereto, are incorporated by reference herein.
Board Changes
During the Company’s Combined General Meeting of Shareholders on June 26, 2025, André Muller was appointed as a Director of the Company’s Board of Directors, effective immediately. A press release relating to Mr. Muller’s appointment is attached as Exhibit 99.2 hereto and is incorporated by reference herein.
In addition, at the close of the Combined General Meeting of Shareholders, the term of Axel-Sven Malkomes expired and the previously announced resignation of Pierre Bastid became effective.
In connection with the above-mentioned changes to the Board of Directors, the Board of Directors have appointed André Muller (Chair), Donald Bergstrom, and Rainer Boehm as the members of the Company’s Audit Committee. Each of Messrs. Muller, Bergstrom and Boehm is independent, as such term is defined un Rule 10A-3 under the U.S. Securities Exchange Act of 1934 and the independence standards of the Nasdaq Global Market.
EXHIBITS
| Exhibit | Title | |
|---|---|---|
| 99.1 | Voting Results for the Combined General Meeting of Shareholders | |
| 99.2 | Press release regarding board appointment |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CELLECTIS S.A. | ||||||
| June 26, 2025 | By: | /s/ André Choulika | ||||
| André Choulika | ||||||
| Chief Executive Officer |
EX-99.1
CELLECTIS ANNUAL SHAREHOLDERS MEETING
June 26, 2025
Ordinary Resolutions
| N° | Resolution | Result | For | Against | Vote withhold | Total votes | Shares represented by the votes cast | Percentage of the share capital represented by the votes cast | Out of voting rights | Null voting rights | Quorum | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | % | Votes | % | Votes | % | |||||||||
| 1 | approval of the annual financial statements for the financial year ended December 31. 2024 | |||||||||||||
| 1 | Carried | 52 525 477 | 99.88 % | 62 466 | 0.12 % | 28 629 | | 52 587 943 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 2 | approval of the consolidated financial statements for the financial year ended December 31. 2024 | |||||||||||||
| 2 | Carried | 52 529 012 | 99.88 % | 63 172 | 0.12 % | 24 388 | | 52 592 184 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 3 | allocation of the results for the financial year ended December 31. 2024 | |||||||||||||
| 3 | Carried | 52 536 498 | 99.88 % | 63 177 | 0.12 % | 16 897 | | 52 599 675 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 4 | allocation of losses carried forward to the “share premium” account | |||||||||||||
| 4 | Carried | 52 539 884 | 99.88 % | 64 206 | 0.12 % | 12 482 | | 52 604 090 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 5 | review of the agreements considered in articles L. 225-38 et seq. of the French Commercial Code (financing agreements with Bpifrance) | |||||||||||||
| 5 | Carried | 43 292 348 | 99.86 % | 62 183 | 0.14 % | 9 294 | | 43 354 531 | 41 117 507 | 40.998 % | 9 252 747 | 0 | 57.102 % | |
| 6 | renewal of the appointment of Mr. Donald Bergstrom as a member of the board of directors | |||||||||||||
| 6 | Carried | 51 136 787 | 97.20 % | 1 470 494 | 2.80 % | 9 291 | | 52 607 281 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % |
CELLECTIS ANNUAL SHAREHOLDERS MEETING
June 26, 2025
Ordinary Resolutions
| N° | Resolution | Result | For | Against | Vote withhold | Total votes | Shares represented by the votes cast | Percentage of the share capital represented by the votes cast | Out of voting rights | Null voting rights | Quorum | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | % | Votes | % | Votes | % | |||||||||
| 7 | appointment of a new director (Mr. André Muller) | |||||||||||||
| 7 | Carried | 51 369 389 | 97.65 % | 1 237 892 | 2.35 % | 9 291 | | 52 607 281 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 8 | authorization to the Board of Directors to buy back shares of the Company | |||||||||||||
| 8 | Carried | 52 451 279 | 99.71 % | 150 602 | 0.29 % | 14 691 | | 52 601 881 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % |
CELLECTIS ANNUAL SHAREHOLDERS MEETING
June 26, 2025
Extraordinary Resolutions
| N° | Resolution | Result | For | Against | Vote withhold | Total votes | Shares represented by the votes cast | Percentage of the share capital represented by the votes cast | Out of voting rights | Null voting rights | Quorum | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | % | Votes | % | Votes | % | |||||||||
| 9 | authorization to be granted to the Board of Directors to reduce the share capital by cancelling shares under the authorization for to buy back its own shares | |||||||||||||
| 9 | Carried | 52 347 621 | 99.52 % | 252 904 | 0.48 % | 16 047 | | 52 600 525 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 10 | delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares and/or any securities. with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (investors with experience in the health or biotech sector) | |||||||||||||
| 10 | Carried | 52 342 540 | 99.51 % | 257 564 | 0.49 % | 16 468 | | 52 600 104 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 11 | delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any securities. with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (credit institutions. investment services providers or members of an investment pool guaranteeing the completion of the considered issue) | |||||||||||||
| 11 | Carried | 52 339 570 | 99.51 % | 257 346 | 0.49 % | 19 656 | | 52 596 916 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 12 | delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any other securities. with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (industrial companies. institutions or entities active in the health or biotechnology sector) | |||||||||||||
| 12 | Carried | 52 328 269 | 99.48 % | 271 840 | 0.52 % | 16 463 | | 52 600 109 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 13 | delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares or any other securities with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics in the framework of an equity or bond financing agreement | |||||||||||||
| 13 | Carried | 52 329 025 | 99.51 % | 257 084 | 0.49 % | 30 463 | | 52 586 109 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 14 | delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any other securities giving access to the share capital. with the shareholders' preferential subscription rights maintained | |||||||||||||
| 14 | Carried | 52 355 773 | 99.53 % | 248 737 | 0.47 % | 12 062 | | 52 604 510 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % |
CELLECTIS ANNUAL SHAREHOLDERS MEETING
June 26, 2025
Extraordinary Resolutions
| N° | Resolution | Result | For | Against | Vote withhold | Total votes | Shares represented by the votes cast | Percentage of the share capital represented by the votes cast | Out of voting rights | Null voting rights | Quorum | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | % | Votes | % | Votes | % | |||||||||
| 15 | delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future through the issue of ordinary shares or any securities. with cancellation of the shareholders’ preferential subscription rights by way of a public offering (other than the offers referred to in paragraph 1° of Article L. 411-2 of the French Monetary and Financial Code) | |||||||||||||
| 15 | Carried | 51 307 316 | 97.53 % | 1 297 187 | 2.47 % | 12 069 | | 52 604 503 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 16 | delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future through the issue of ordinary shares or any securities. with cancellation of the shareholders’ preferential subscription rights by way of an offer referred to in paragraph 1° of Article L. 411-2 of the French Monetary and Financial Code | |||||||||||||
| 16 | Carried | 52 346 469 | 99.51 % | 258 040 | 0.49 % | 12 063 | | 52 604 509 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 17 | delegation of authority to be granted to the Board of Directors to increase the number of each of shares to be issued in the event of a capital increase with or without preferential subscription rights | |||||||||||||
| 17 | Carried | 51 306 006 | 97.56 % | 1 284 203 | 2.44 % | 26 363 | | 52 590 209 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 18 | overall limitations on the amount of issues made under the Tenth resolution to the Seventeenth resolution aforementioned | |||||||||||||
| 18 | Carried | 52 491 173 | 99.81 % | 99 331 | 0.19 % | 26 068 | | 52 590 504 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 19 | delegation of authority to be granted to the board of directors to increase the share capital by incorporation of premiums. reserves. profits or other | |||||||||||||
| 19 | Carried | 52 502 351 | 99.81 % | 102 156 | 0.19 % | 12 065 | | 52 604 507 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 20 | authorization to be granted to the Board of Directors to grant options to subscribe for or purchase ordinary shares in the Company. entailing a waiver by the shareholders of their preferential subscription rights | |||||||||||||
| 20 | Carried | 43 106 901 | 99.44 % | 244 865 | 0.56 % | 9 264 806 | | 43 351 766 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % |
CELLECTIS ANNUAL SHAREHOLDERS MEETING
June 26, 2025
Extraordinary Resolutions
| N° | Resolution | Result | For | Against | Vote withhold | Total votes | Shares represented by the votes cast | Percentage of the share capital represented by the votes cast | Out of voting rights | Null voting rights | Quorum | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | % | Votes | % | Votes | % | |||||||||
| 21 | authorization to be granted to the Board of Directors to proceed with free allocations of ordinary shares of the Company. to the benefit of employees and/or corporate officers of the Company and its subsidiaries. entailing the waiver by the shareholders of their preferential subscription rights | |||||||||||||
| 21 | Carried | 43 094 306 | 99.41 % | 257 460 | 0.59 % | 9 264 806 | | 43 351 766 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 22 | delegation of authority to be granted to the board of directors to issue warrants giving the right to subscribe ordinary shares of the Company – cancellation of the preferential right of subscription to the benefit of a category of persons meeting specific characteristics (persons who have entered into a service or consultant contract with the Company or with one of its subsidiaries) | |||||||||||||
| 22 | Carried | 43 098 880 | 99.42 % | 253 300 | 0.58 % | 9 264 392 | | 43 352 180 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 23 | determination of the total amount of the capital increases that may be carried out by virtue of the aforementioned authorization to grant options to subscribe for or purchase shares and the aforementioned authorization to grant free shares | |||||||||||||
| 23 | Carried | 52 517 949 | 99.83 % | 86 973 | 0.17 % | 11 650 | | 52 604 922 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 24 | delegation of authority to be granted to the Board of Directors to proceed with an increase in the share capital. the subscription of which would be reserved for the members of a company savings plan established pursuant to Articles L. 3332-1 et seq. of the Labor Code | |||||||||||||
| 24 | Rejected | 5 226 316 | 10.92 % | 42 653 391 | 89.08 % | 4 736 865 | | 47 879 707 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 25 | amendment of Article 12 of the articles of association “meeting of the Board of Directors” | |||||||||||||
| 25 | Carried | 52 506 572 | 99.83 % | 88 887 | 0.17 % | 21 113 | | 52 595 459 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % | |
| 26 | amendment of Article 18 of the articles of association relating to shareholders meetings | |||||||||||||
| 26 | Carried | 50 532 855 | 96.07 % | 2 066 398 | 3.93 % | 17 319 | | 52 599 253 | 46 990 754 | 46.854 % | 0 | 0 | 57.102 % |
EX-99.2
PRESS RELEASE
Cellectis Reports Results from Shareholders Meeting Held on June 26, 2025
June 26, 2025 – New York (N.Y.) – Cellectis (Euronext Growth: ALCLS; Nasdaq: CLLS), a clinical-stage biotechnology company using its pioneering gene-editing platform to develop life-saving cell and gene therapies, held today a shareholders general meeting at 2:30 p.m. CET at the Biopark auditorium, 11 rue Watt, 4th floor, 75013 Paris, France.
At the meeting, during which approximately 57% of voting rights were exercised, resolutions 1 through 23 and resolutions 25 and 26 were adopted, while resolution 24 was rejected, consistent with the recommendations of the board of directors.
The Cellectis shareholders' meeting appointed Mr. André Muller as a member of the Company's Board of Directors, with immediate effect. In addition, at the close of the AGM, the term of Mr Axel-Sven Malkomes expired, and the previously announced resignation of Mr. Pierre Bastid became effective.
Mr. Muller serves currently (and this until July 1st, 2025) as Chief Executive Officer of Idorsia Pharmaceuticals, Ltd. a listed Swiss biotech company. Previously, Mr. Muller served as Chief Financial Officer of Idorsia Pharmaceuticals, Ltd. and Actelion Pharmaceuticals, Ltd. He held various financial positions at Pierre Fabre SA, an international pharmaceutical and dermo-cosmetics company. Mr. Muller holds a Master's degree in Business Administration from the EMLYON Business School in Lyon.
"We are honored to welcome Mr. André Muller to the Cellectis’ Board of Directors as a director. His extensive experience will be an invaluable asset to the Company. We would also like to express our gratitude to Mr. Pierre Bastid and Mr. Axel Sven-Malkomes, whose directorships terminated at the end of this meeting. Their contribution over the last few years has been exceptional, and their precious support has greatly contributed to the advancement of the Company's strategy," said Jean-Pierre Garnier, Chairman of the Board of Directors of Cellectis.
The detailed results of the vote and the resolutions are available on Cellectis’ website:
https://www.cellectis.com/en/investors/general-meetings/
About Cellectis
Cellectis is a clinical-stage biotechnology company using its pioneering gene-editing platform to develop life-saving cell and gene therapies. The company utilizes an allogeneic approach for CAR T immunotherapies in oncology, pioneering the concept of off-the-shelf and ready-to-use gene-edited CAR T-cells to treat cancer patients, and a platform to develop gene therapies in other therapeutic indications. With its in-house manufacturing capabilities, Cellectis is one
of the few end-to-end gene editing companies that controls the cell and gene therapy value chain from start to finish.
Cellectis’ headquarters are in Paris, France, with locations in New York and Raleigh, NC. Cellectis is listed on the Nasdaq Global Market (ticker: CLLS) and on Euronext Growth (ticker: ALCLS). To find out more, visit www.cellectis.com and follow Cellectis on LinkedIn and X.
For further information on Cellectis, please contact:
Media contacts:
Pascalyne Wilson, Director, Communications, + 33 (0)7 76 99 14 33, [email protected]
Patricia Sosa Navarro, Chief of Staff to the CEO, +33 (0)7 76 77 46 93
Investor Relations contact:
Arthur Stril, Chief Financial Officer & Chief Business Officer, [email protected]