6-K
Cellectis S.A. (CLLS)
6-K
2026-06-25
For: 2026-06-25
View Original
Added on
June 26, 2026
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 25, 2026
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, including Exhibit 99.1, shall be deemed to be incorporated by reference in the registration statements of Cellectis S.A. on Form F-3 (Nos. 333-284302 and 333-288491) and Form S-8 (Nos. 333-204205, 333-214884, 333-222482, 333-227717, 333-258514, 333-267760, 333-273777, 333-284301 and 333-290218), to the extent not superseded by documents or reports subsequently filed.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 25, 2026. The voting results of the Meeting, attached as Exhibit 99.1 hereto, are incorporated by reference herein.
EXHIBITS
| Exhibit | Title | |
|---|---|---|
| 99.1 | Voting Results for the Combined General Meeting of Shareholders |
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 25, 2026 | By: | /s/ André Choulika | ||||
| André Choulika | ||||||
| Chief Executive Officer |
EX-99.1
Exhibit 99.1
Voting Results for the Combined General Meeting of Shareholders
| N° | Resolution | Results | For | Against | Vote Whithhold | 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, 2025 | |||||||||||||
| 1 | Carried | 67 602 922 | 99.94 % | 39 009 | 0.06 % | 3 401 | - | 67 641 931 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 2 | approval of the consolidated financial statements for the financial year ended December 31, 2025 | |||||||||||||
| 2 | Carried | 67 602 055 | 99.94 % | 39 909 | 0.06 % | 3 368 | - | 67 641 964 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 3 | allocation of the results for the financial year ended December 31, 2025 | |||||||||||||
| 3 | Carried | 67 602 755 | 99.94 % | 39 209 | 0.06 % | 3 368 | - | 67 641 964 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 4 | allocation of losses carried forward to the “share premium” account | |||||||||||||
| 4 | Carried | 67 601 711 | 99.94 % | 40 070 | 0.06 % | 3 551 | - | 67 641 781 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 5 | review of the agreements considered in articles L. 225-38 et seq. of the French Commercial Code | |||||||||||||
| 5 | Carried | 57 912 254 | 99.71 % | 170 143 | 0.29 % | 3 401 | - | 58 082 397 | 40 302 558 | 40.025 % | 9 559 534 | 0 | 55.840 % | |
| 6 | renewal of the appointment of Mr. Jean-Pierre Garnier as a member of the Board of Directors | |||||||||||||
| 6 | Carried | 63 624 093 | 94.06 % | 4 014 351 | 5.94 % | 6 888 | - | 67 638 444 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| N° | Resolution | Results | 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 | renewal of the appointment of Mr. Laurent Arthaud as a member of the Board of Directors | |||||||||||||
| 7 | Carried | 63 897 718 | 94.47 % | 3 740 726 | 5.53 % | 6 888 | - | 67 638 444 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 8 | renewal of the appointment of Mr. Rainer Boehm as a member of the Board of Directors | |||||||||||||
| 8 | Carried | 64 088 202 | 94.75 % | 3 550 242 | 5.25 % | 6 888 | - | 67 638 444 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 9 | renewal of the appointment of Ms. Cécile Chartier as a member of the Board of Directors | |||||||||||||
| 9 | Carried | 67 454 201 | 99.73 % | 184 576 | 0.27 % | 6 555 | - | 67 638 777 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 10 | authorization to the Board of Directors to buy back shares of the Company | |||||||||||||
| 10 | Carried | 67 254 266 | 99.42 % | 389 659 | 0.58 % | 1 407 | - | 67 643 925 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 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 | % | |||||||||
| 11 | authorization to be granted to the Board of Directors to reduce the share capital by cancelling shares under the authorization to buy back its own shares | |||||||||||||
| 11 | Carried | 67 279 730 | 99.46 % | 361 945 | 0.54 % | 3 657 | - | 67 641 675 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 12 | amendment of the age limit applicable to the chairman of the board of directors – subsequent amendment of the articles of association | |||||||||||||
| 12 | Carried | 67 210 181 | 99.36 % | 433 461 | 0.64 % | 1 690 | - | 67 643 642 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 13 | 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) | |||||||||||||
| 13 | Carried | 66 154 196 | 97.80 % | 1 489 596 | 2.20 % | 1 540 | - | 67 643 792 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 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 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) | |||||||||||||
| 14 | Carried | 66 198 925 | 97.86 % | 1 444 867 | 2.14 % | 1 540 | - | 67 643 792 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 15 | 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) | |||||||||||||
| 15 | Carried | 66 195 038 | 97.86 % | 1 445 567 | 2.14 % | 4 727 | - | 67 640 605 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 16 | 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. | |||||||||||||
| 16 | Carried | 66 176 061 | 97.83 % | 1 467 731 | 2.17 % | 1 540 | - | 67 643 792 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| N° | Resolution | Results | 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 | % | |||||||||
| 17 | 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 (multilateral or national development bank or other institution participating in the financing and support of companies in the context of promoting innovation in the health and life sciences sectors) | |||||||||||||
| 17 | Carried | 66 221 177 | 97.90 % | 1 422 615 | 2.10 % | 1 540 | - | 67 643 792 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 18 | delegation of authority to be granted to the Board of Directors to decide on the issue of ordinary shares to be issued immediately or in the future by the Company. with cancellation of shareholders’ preferential subscription rights in favor of a category of persons meeting specified characteristics in the framework of an equity financing program on the American market known as “At-the-market” or “ATM” | |||||||||||||
| 18 | Carried | 66 221 871 | 97.90 % | 1 421 960 | 2.10 % | 1 501 | - | 67 643 831 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 19 | delegation of authority to be granted to the Board of Directors to increase the capital. within the limit of 30% of the capital. by issuing ordinary shares and/or any securities with cancellation of shareholders' preferential subscription rights in favor of specifically designated persons - delegation to the Board of Directors of the power to designate them | |||||||||||||
| 19 | Carried | 64 427 614 | 95.25 % | 3 215 978 | 4.75 % | 1 740 | - | 67 643 592 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 20 | 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 | |||||||||||||
| 20 | Carried | 67 271 358 | 99.45 % | 372 393 | 0.55 % | 1 581 | - | 67 643 751 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 21 | 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) | |||||||||||||
| 21 | Carried | 66 221 778 | 97.90 % | 1 421 943 | 2.10 % | 1 611 | - | 67 643 721 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 22 | 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 | |||||||||||||
| 22 | Carried | 66 218 681 | 97.90 % | 1 421 895 | 2.10 % | 4 756 | - | 67 640 576 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| N° | Resolution | Results | 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 | % | |||||||||
| 23 | delegation of authority to be granted to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights | |||||||||||||
| 23 | Carried | 66 231 759 | 97.91 % | 1 411 995 | 2.09 % | 1 578 | - | 67 643 754 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 24 | overall limitations on the amount of issues made under the Thirteenth resolution to the Twenty-Third resolution | |||||||||||||
| 24 | Carried | 67 457 670 | 99.73 % | 182 903 | 0.27 % | 4 759 | - | 67 640 573 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 25 | delegation of authority to be granted to the Board of Directors to increase the share capital by incorporation of premiums. reserves. profits or other | |||||||||||||
| 25 | Carried | 67 452 616 | 99.72 % | 191 138 | 0.28 % | 1 578 | - | 67 643 754 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 26 | 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 | |||||||||||||
| 26 | Carried | 57 718 196 | 99.37 % | 366 095 | 0.63 % | 9 561 041 | - | 58 084 291 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 27 | 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 | |||||||||||||
| 27 | Carried | 57 717 972 | 99.37 % | 366 119 | 0.63 % | 9 561 241 | - | 58 084 091 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 28 | 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 | |||||||||||||
| 28 | Carried | 67 464 267 | 99.73 % | 179 558 | 0.27 % | 1 507 | - | 67 643 825 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 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 | % | |||||||||
| 29 | amendment of Article 18 of the Bylaws relating to general meetings in order to comply with new legislative and regulatory provisions | |||||||||||||
| 29 | Carried | 67 470 247 | 99.74 % | 173 617 | 0.26 % | 1 468 | - | 67 643 864 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % | |
| 30 | 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 | |||||||||||||
| 30 | Carried | 10 014 708 | 14.81 % | 57 625 365 | 85.19 % | 5 259 | - | 67 640 073 | 46 175 805 | 45.858 % | 0 | 0 | 55.840 % |