Cellectis S.A 6-K, filed Dec 5, 2025
Cellectis S.A. (CLLS)
About this 6-K
Cellectis S.A filed this 6-K on December 5, 2025.
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: December 5, 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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Explanatory Note
The purpose of this Report on Form 6-K is to re-file Exhibit 4.1.3 hereto, which was previously filed as Exhibit 4.6.3 to Form 20-F on March 13, 2018 (and incorporated by reference into subsequent Form 20-F filings), to transition to the requirements set forth in Item 601(b) of Regulation S-K permitting registrants to omit confidential information from material contracts filed pursuant to Item 601(b)(10) without the need to submit a confidential treatment request to the Securities and Exchange Commission. The confidential information is omitted from Exhibit 4.1.3 because it is both not material and would likely cause competitive harm to Cellectis S.A. if publicly disclosed.
For ease of reference, Cellectis S.A. is also including with this Form 6-K Exhibits 4.1, 4.1.1 and 4.1.2, each of which was previously re-filed with a Form 6-K on December 29, 2020 pursuant to Item 601(b)(10) of Regulation S-K.
The following exhibits hereto are incorporated by reference herein.
This report on Form 6-K 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333-214884, 333-222482, 333-227717, 333-258514, 333-267760, 333-273777, 333-284301 and 333-290218), to the extent not superseded by documents or reports subsequently filed.
| Exhibit |
Title | |
| 4.1#*† | Exclusive Patent License Agreement between Regents of the University of Minnesota and Cellectis S.A., dated January 10, 2011 | |
| 4.1.1#*† | First Amendment to the Exclusive Patent License Agreement between Regents of the University of Minnesota and Cellectis S.A., dated May 24, 2012 | |
| 4.1.2#* | Second Amendment to the Exclusive Patent License Agreement between Regents of the University of Minnesota and Cellectis S.A., dated April 1, 2014 | |
| 4.1.3* | Third Amendment to the Exclusive Patent License Agreement between Regents of the University of Minnesota and Cellectis S.A., dated December 16, 2015 | |
| # | Indicates a document previously filed with the Commission. |
| * | In accordance with Item 601(b)(10)(iv) of Regulation S-K, certain information (indicated by “[***]”) has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Company if publicly disclosed. |
| † | In accordance with Item 601(a)(6) of Regulation S-K, certain information has been excluded from this exhibit. |
SIGNATURE
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. | ||||||
| December 5, 2025 | By: | /s/ André Choulika | ||||
| André Choulika | ||||||
| Chief Executive Officer | ||||||
EXHIBIT INDEX
| # | Indicates a document previously filed with the Commission. |
| * | In accordance with Item 601(b)(10)(iv) of Regulation S-K, certain information (indicated by “[***]”) has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Company if publicly disclosed. |
| † | In accordance with Item 601(a)(6) of Regulation S-K, certain information has been excluded from this exhibit. |
Exhibit 4.1.3
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”.
| Execution Copy | OTC Agreement Number: A20110394 | |
| Case Number: 20100004 | ||
| Cellectis Ref: CLS-12024-AM03 |
THIRD AMENDMENT
TO EXCLUSIVE PATENT LICENSE AGREEMENT (“EPLA”)
THIS THIRD AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT (the “Third Amendment”) is made and entered effective as of the date of the last signature (the “Third Amendment Effective Date”), by and between Regents of the University of Minnesota (the “University”), a Minnesota constitutional corporation under the laws of the state of Minnesota, and Cellectis SA, a Corporation under the laws of the France having a place of business at 8, rue de la Croix Jarry, 75013 Paris, France (the “Licensee”) each a “Party” and collectively, the “Parties”).
BACKGROUND
The Parties entered into the EPLA on January 10, 2011 and subsequently amended it under the First Amendment to the EPLA, dated May 24, 2012 and March 27, 2014. The Parties wish to further amend the EPLA as indicated below.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Upfront Payment. Licensee shall pay to University One Million Dollars ($1,000,000) as follows: Eight Hundred Thousand Dollars ($800,000) upon execution of this Third Amendment; and the remaining Two Hundred Thousand ($200,000) upon Licensee’s use of a Licensed Product in a clinical trial or eighteen (18) months from the Third Amendment Effective Date., whichever occurs first.
2. Definition of Affiliate. Section 1.1 of the Exhibit A Terms and Conditions of the EPLA is hereby revised by changing “ten percent (10%)” to “fifty percent (50%)” in the second sentence.
3. Field(s) of Use. Section 2 of the EPLA is hereby deleted and replaced with the following:
“Section 2, Field of Use: Non-Agriculture Field of Use” means all fields except the Agriculture Field of Use.
Agriculture Field of Use” means any use of the Licensed Technology for engineering and developing plants, for any purpose.”
4. Section 11.4 of the EPLA (Running Royalties and Annual Minimums) is revised as follows:
A. Section 11.4.1 is deleted in its entirety and replaced with the following:
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“11.4.1 Subject to subsection 11.4.3 and payable as provided in Section 6.4 of the Terms and Conditions, Licensee shall pay to the University royalties on the Net Sales Price of Commercial Sales of Licensed Products (whether sold by Licensee or a Third Party) as follows:
| • | Agriculture Field of Use. No obligation to pay royalties on the Net Sales Price of Commercial Sales of Licensed Products in the Agriculture Field of Use. |
| • | Non-Agriculture Field of Use. [***] |
B. Section 11.4.2 of the EPLA is hereby deleted.
C. Section 1141.3 of the EPLA is hereby deleted and replaced with the following:
“11.4.3 if total royalties paid to University under Section 11.4.1 (Royalties) and under Section 11.5 each calendar year are less than thirty thousand dollars ($30,000) (“Annual Minimum Royalty), then Licensee shall pay to the University the difference between actual royalties and the Annual Minimum Royalty within forty-five (45) days after the end of the calendar year.”
5. Section 11.5 (Sublicense Revenues) is hereby deleted in its entirety and replaced with the following:
“11.5 Sublicense Revenue: As determined and payable in Section 6.4 of the Terms and Conditions, the Licensee shall pay to the University:
| • | [***] of Bare Sublicense Revenue, and |
| • | [***] of Sublicense Revenue in the Non-Agriculture Field of Use.” |
6. A new Section 11.6.4 of the EPLA is hereby added:
“11.6.4 Milestone Payments for revenues obtained by Licensee and/or its Affiliates on Commercial Sales of Licensed Products in the Agriculture Field of Use;
| • | When the cumulative revenues received by Licensee and/or its Affiliates on the combined Commercial Sales of Licensed Products reach for the first time $100,000,000, Licensee shall pay to University, [***]; |
| • | When the cumulative revenues received by Licensee and/or its Affiliates on the combined Commercial Sales of Licensed Products reach for the first time $200,000,000, Licensee shall pay to University, [***]; and |
| • | When the cumulative revenues received by Licensee and/or its Affiliates on the combined Commercial Sales of Licensed Products reach for the first time $1,000,000.000 Licensee shall pay to University, [***]. |
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6. A new Section 11.11 of the EPLA is hereby added.
“11.11 Annual Fee. Licensee shall pay to the University an annual fee of One Hundred Fifty Thousand Dollars ($150,000) for the rights granted under this Agreement for the Agriculture Field of Use. Payment is due on the first day of each calendar year.”
7. A new Section 11.12 of the EPLA is hereby added.
“11.12 Commercialization Fee: Licensee shall pay to the University [***] per seed containing New Trait(s) developed by Licensee and/or its Affiliates or Third Parties through the use of Licensed Technology that (A) is offered for sale by Licensee and/or its Affiliates or Third Parties in the Agriculture Field of Use, or (13) is licensed to a Third Party, excluding the following licenses: (l) licenses granted to farmers or grower groups for breeding, seed production and grain production; (2) licenses granted for co-development research projects: or (3) research licenses granted to a Third Party solely for evaluating a trait or variety. For clarity, when several New Traits are licensed together as a combination in a single seed variety (“Stack”) [***]. “New Trait” means a quality or characteristic that is genetically determined or genetically modified in a crop. For clarity, a New Trait may involve modification of multiple loci in the genome.” Payment is due upon the occurrence of (A) or (13).
8. Definition of Sublicense Revenue. Section 1.14 of the Terms and Conditions of the EPLA is deleted in its entirety and replaced with the following:
“‘Bare Sublicense Revenues’ means all revenue in whatever form earned by the [***].
For sake of clarity, the revenues earned by Cellectis in connection with the [***] sublicense granted to Third Parties under the [***], are Sublicense Revenues”.
9. Section 6.4 (Royalty Payment/Sales Reports) of the Terms and Conditions of the EPLA is deleted in its entirety and replaced with the following:
“Royalty and Sublicense Revenue Payments/Reports.” Within sixty (60) days after the last day of a calendar quarter during the Term and the Post-termination Period, the Licensee shall deliver to the University a written report in a form acceptable to the University, recounting (i) the number and Net Sales Price amount of of all sales, leases or other dispositions of Licensed Products, whether made by the Licensee or a sublicensee or Third Party and (ii) receipt of any Sublicense Revenues and/or Bare Sublicense Revenues during such calendar quarter. The Licensee shall deliver such written report to the University even if no payment is due. The Licensee shall deliver along with such reports, its payment for royalties, Sublicense Revenue and/or Bare Sublicense Revenues owed during such quarter.”
9. Right of Assignment to Calyxt Corporation. Section 12.4 of the ‘terms and Conditions of the EPLA is revised by adding the following sentence at the end of the paragraph: “Notwithstanding the foregoing, Licensee may assign its rights and obligations under this Agreement solely in the Agriculture Field of Use and solely to Calyxt, Inc. upon written notice to the University and payment of [***], provided at the time of such assignment, Licensee is not in default and Calyxt Inc. agrees (i) to assume all of Licensee’s obligations under the Agreement relative to the Agriculture Field of Use; and (ii) to assume fifty (50%) of the Patent Related Expenses. Calyxt, Inc., Licensee, and University shall execute such other documentation to Live effect to the assignment and reflect the bifurcation of the Field of Use.
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10. Except as provided in this Third Amendment, the terms of the Agreement remain unchanged. Capitalized terms used in this Third Amendment that are not otherwise defined herein have the meanings ascribed to them in the Agreement.
IN WITNESS WHEREOF, acting through their respective duly authorized representatives, the University and the Licensee have duly executed, delivered and entered into this Third Amendment as of the Third Amendment Effective Date.
[Signature Page Follows]
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| Regents of the University of Minnesota | Cellectis S.A. | |||||||
| By: | /s/ Jay Schrankler |
By: | /s/ André CHOULIKA | |||||
| Name: | Jay Schrankler | Name: | André CHOULIKA | |||||
| Title: | Executive Director | Title: | Chief Executive Officer | |||||
| Date: | 12-12-15 |
Date: | December 16, 2015 | |||||
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