6-K
Cellectis S.A. (CLLS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report ofForeign Private Issuer
Pursuant to Rule 13a-16 or15d-16
of the Securities Exchange Act of 1934
Date of Report: June 2, 2021
Commission File Number: 001-36891
Cellectis S.A.
(ExactName of registrant as specified in its charter)
8, rue de laCroix 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): ☐
General Meeting
Cellectis S.A. (the “Company”) held its Combined Ordinary and Extraordinary General Meeting (the “Meeting”) on June 1, 2021. Filed as Exhibits 99.1 and 99.2 hereto are the press release and the voting results for the Meeting, respectively.
EXHIBIT INDEX
| Exhibit | Title |
|---|---|
| 99.1 | Press Release, dated June 1, 2021. |
| 99.2 | Voting Results for the Combined Ordinary and Extraordinary General Meeting. |
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. | ||
|---|---|---|
| (Registrant) | ||
| June 2, 2021 | By: | /s/ André Choulika |
| André Choulika | ||
| Chief Executive Officer |
EX-99.1
Exhibit 99.1
PRESS RELEASE
Cellectis S.A. Reports Results from Annual Shareholders’ General Meeting
Held on June 1, 2021
June **2, 2021 – New York (N.Y.)—**Cellectis S.A. held its Annual Shareholders’ General Meeting (Euronext Growth: ALCLS – Nasdaq: CLLS) on June 1, 2021 at its head office in Paris, France.
At the meeting, during which more than 66% of voting rights were exercised, Resolutions 1 through 24 were adopted. Resolution 25 was rejected.
The detailed results of the vote and the resolutions are available on the company’s website:
https://www.cellectis.com/en/investors/general-meetings/
About Cellectis
Cellectis is developing the first of its kind 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. As a clinical-stage biopharmaceutical company with over 21 years of expertise in gene editing, Cellectis is developing life-changing product candidates utilizing TALEN^®^, its gene editing technology, and PulseAgile, its pioneering electroporation system to harness the power of the immune system in order to targetand eradicate cancer cells.
As part of its commitment to a cure, Cellectis remains dedicated to its goal of providing life-saving UCART product candidates to address unmet needs for multiple cancers including acute myeloid leukemia (AML), B-cell acute lymphoblastic leukemia (B-ALL) and multiple myeloma (MM).
Cellectis headquarters are in Paris, France, with additional locations in New York, New York and Raleigh, North Carolina. Cellectis is listed on the Nasdaq Global Market (ticker: CLLS) and on Euronext Growth (ticker: ALCLS). For more information, visitwww.cellectis.com
Follow Cellectis on social media: @cellectis, LinkedIn and YouTube.
TALEN^®^ is a registered trademark owned by Cellectis
For further information, please contact:
Media contacts:
Margaret Gandolfo, Communications Manager, 646-628-0300,
Conor McGoldrick, Zeno Group, 914-355-0927, [email protected]
IR contact:
Simon Harnest, Chief Investment Officer, 646-385-9008, [email protected]
EX-99.2
Exhibit 99.2
CELLECTIS - GENERAL ASSEMBLY - 06/01/2021
VOTE RESULTS
Ordinary Resolutions
| Nb | Resolution | Result | For | Against | Vote withhold | Total votes | Shares represented by the votes cast | Percentage of thesharecapital represented by the votes cast | Out of vote voting rights | Null voting rights | Quorum | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | % | Votes | % | Votes | % | |||||||||
| 1 | Approval of the annual financial statements for the financial year ended December 31, 2020 | |||||||||||||
| 1 | Carried | 35 281 035 | 99,96 % | 15 553 | 0,04 % | 25 391 | - | 35 296 588 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 2 | Approval of the consolidated financial statements for the financial year ended December 31, 2020 | |||||||||||||
| 2 | Carried | 35 281 495 | 99,96 % | 15 578 | 0,04 % | 24 906 | - | 35 297 073 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 3 | Earnings allocation for the financial year ended December 31, 2020 | |||||||||||||
| 3 | Carried | 35 295 190 | 99,96 % | 15 583 | 0,04 % | 11 206 | - | 35 310 773 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 4 | Review of the agreements referred to in articles L. 225-38 et seq. of the<br>French commercial code | |||||||||||||
| 4 | Carried | 26 203 010 | 76,78 % | 7 923 390 | 23,22 % | 1 195 579 | - | 34 126 400 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 5 | Setting of the amount of the total compensation to be granted to the<br>non-executive directors | |||||||||||||
| 5 | Carried | 33 716 812 | 95,52 % | 1 579 674 | 4,48 % | 25 493 | - | 35 296 486 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 6 | Renewal of the appointment of Mr. André Choulika as a member of the board of directors | |||||||||||||
| 6 | Carried | 35 093 550 | 99,39 % | 215 208 | 0,61 % | 13 221 | - | 35 308 758 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| Page 1 sur 5 | 06/01/2021 | |||||||||||||
| --- | --- |
CELLECTIS - GENERAL ASSEMBLY - 06/01/2021
VOTE RESULTS
Ordinary Resolutions
| Nb | Resolution | Result | For | Against | Vote withhold | Total votes | Shares represented by the votes cast | Percentage of thesharecapital represented by the votes cast | Out of vote voting rights | Null voting rights | Quorum | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | % | Votes | % | Votes | % | |||||||||
| 7 | Renewal of the appointment of Mr. David Sourdive as a member of the board of directors | |||||||||||||
| 7 | Carried | 31 577 482 | 89,43 % | 3 733 201 | 10,57 % | 11 296 | - | 35 310 683 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 8 | Renewal of the appointment of Mr. Alain-Paul Godard as a member of the board of directors | |||||||||||||
| 8 | Carried | 29 959 967 | 84,86 % | 5 345 193 | 15,14 % | 16 819 | - | 35 305 160 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 9 | Authorization to be granted to the board of directors to buy back Company shares | |||||||||||||
| 9 | Carried | 34 666 724 | 98,22 % | 627 789 | 1,78 % | 27 466 | - | 35 294 513 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| Page 2 sur 5 | 06/01/2021 | |||||||||||||
| --- | --- |
CELLECTIS - GENERAL ASSEMBLY - 06/01/2021
VOTE RESULTS
Extraordinary Resolutions
| Nb | Resolution | Result | For | Against | Vote withhold | Total votes | Shares represented by the votes cast | Percentage of thesharecapital represented by the votes cast | Out of vote voting rights | Null voting rights | Quorum | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | % | Votes | % | Votes | % | |||||||||
| 10 | Authorization to be granted to the board of directors to reduce the Company’s share capital by cancelling shares<br>in the context of the authorization granted to the board of directors to buy back Company shares | |||||||||||||
| 10 | Carried | 35 110 715 | 99,44 % | 196 612 | 0,56 % | 14 652 | - | 35 307 327 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 11 | Delegation of authority to be granted to the board of directors to increase the share capital by issuing ordinary<br>shares or any securities, with cancellation of the shareholders’ preferential subscription rights, in favor of a category of persons meeting specified characteristics (investors having experience in the health or biotechnology sector) | |||||||||||||
| 11 | Carried | 33 442 685 | 94,72 % | 1 863 854 | 5,28 % | 15 440 | - | 35 306 539 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 12 | Delegation of authority to be granted to the board of directors to increase the share capital by issuing ordinary<br>shares or any securities, with cancellation of the shareholders’ preferential subscription rights, in favor of a category of persons meeting specified characteristics (credit institution, investment services provider or syndicate member<br>guaranteeing the completion of the considered issuance) | |||||||||||||
| 12 | Carried | 33 288 554 | 94,28 % | 2 018 685 | 5,72 % | 14 740 | - | 35 307 239 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 13 | Delegation of authority to be granted to the board of directors to increase the share capital by issuing ordinary<br>shares or any securities, with cancellation of the shareholders’ preferential subscription rights, in favor of a category of persons meeting specified characteristics (industrial companies, institutions or entities active in the health or<br>biotechnology sector) | |||||||||||||
| 13 | Carried | 33 288 388 | 94,29 % | 2 016 751 | 5,71 % | 16 840 | - | 35 305 139 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 14 | Delegation of authority to be granted to the board of directors to increase the share capital by issuing ordinary<br>shares or any securities, with cancellation of the shareholders’ preferential subscription rights, in favor of a category of persons meeting specified characteristics, in the context of equity or bond financing | |||||||||||||
| 14 | Carried | 33 289 282 | 94,29 % | 2 015 192 | 5,71 % | 17 505 | - | 35 304 474 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 15 | Delegation of authority to be granted to the board of directors to increase the share capital immediately or in the<br>future by issuing ordinary shares or any securities giving access to the share capital, while preserving the shareholders’ preferential subscription rights | |||||||||||||
| 15 | Carried | 34 759 812 | 98,45 % | 547 863 | 1,55 % | 14 304 | - | 35 307 675 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| Page 3 sur 5 | 06/01/2021 | |||||||||||||
| --- | --- |
CELLECTIS - GENERAL ASSEMBLY - 06/01/2021
VOTE RESULTS
Extraordinary Resolutions
| Nb | Resolution | Result | For | Against | Vote withhold | Total votes | Shares represented by the votes cast | Percentage of thesharecapital represented by the votes cast | Out of vote voting rights | Null voting rights | Quorum | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | % | Votes | % | Votes | % | |||||||||
| 16 | Delegation of authority to be granted to the board of directors to increase the share capital immediately or in the<br>future by issuing ordinary shares or any securities giving access to the share capital, with cancellation of the shareholders’ preferential subscription rights, through a public offer (excluding offers referred to in paragraph 1° of article<br>L. 411-2 of the French monetary and financial code) | |||||||||||||
| 16 | Carried | 33 424 837 | 94,67 % | 1 882 662 | 5,33 % | 14 480 | - | 35 307 499 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 17 | Delegation of authority to be granted to the board of directors to increase the share capital by issuing ordinary<br>shares or any securities, with cancellation of the shareholders’ preferential subscription rights, through an offer referred to in paragraph 1° of article L. 411-2 of the French monetary and financial<br>code | |||||||||||||
| 17 | Carried | 33 443 757 | 94,72 % | 1 863 017 | 5,28 % | 15 205 | - | 35 306 774 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 18 | Delegation to be granted to the board of directors in order to increase the number of securities to be issued as a<br>result of a share capital increase with or without preferential subscription rights performed pursuant to the aforementioned delegations | |||||||||||||
| 18 | Carried | 33 444 799 | 94,73 % | 1 860 865 | 5,27 % | 16 315 | - | 35 305 664 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 19 | Overall limitations to the amount of the share capital increases that could be completed pursuant to the<br>aforementioned delegations | |||||||||||||
| 19 | Carried | 33 944 832 | 96,15 % | 1 360 937 | 3,85 % | 16 210 | - | 35 305 769 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 20 | Delegation of authority to be granted to the board of directors to increase the share capital by way of incorporation<br>of premiums, reserves, profits or others | |||||||||||||
| 20 | Carried | 34 989 770 | 99,10 % | 318 009 | 0,90 % | 14 200 | - | 35 307 779 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 21 | Authorization to be granted to the board of directors to grant options to subscribe or purchase ordinary shares of<br>Company shares, entailing a waiver by the shareholders of their preferential subscription rights | |||||||||||||
| 21 | Carried | 34 122 189 | 96,64 % | 1 184 888 | 3,36 % | 14 902 | - | 35 307 077 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| Page 4 sur 5 | 06/01/2021 | |||||||||||||
| --- | --- |
CELLECTIS - GENERAL ASSEMBLY - 06/01/2021
VOTE RESULTS
Extraordinary Resolutions
| Nb | Resolution | Result | For | Against | Vote withhold | Total votes | Shares represented by the votes cast | Percentage of thesharecapital represented by the votes cast | Out of vote voting rights | Null voting rights | Quorum | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Votes | % | Votes | % | Votes | % | |||||||||
| 22 | Authorization to be granted to the board of directors to grant free shares of the Company to employees and/or<br>corporate officers of the Company and of its subsidiaries, entailing a waiver by the shareholders of their preferential subscription rights | |||||||||||||
| 22 | Carried | 34 142 435 | 96,70 % | 1 164 532 | 3,30 % | 15 012 | - | 35 306 967 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 23 | Overall limitations to the amount of the share capital increases that could be completed pursuant to the above<br>authorizations and delegations | |||||||||||||
| 23 | Carried | 35 273 594 | 99,91 % | 31 975 | 0,09 % | 16 410 | - | 35 305 569 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 24 | Amendment of Article 18 of the by-laws relating to shareholders meetings<br>(clarification of voting procedures) | |||||||||||||
| 24 | Carried | 35 288 924 | 99,95 % | 17 663 | 0,05 % | 15 392 | - | 35 306 587 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| 25 | Delegation to be granted to the board of directors to increase the Company’s share capital for the benefit of<br>employees who are members of a company savings plan(s) (plan d’épargne d’entreprise) implemented pursuant to articles L. 3332-1 and following of the French labor code | |||||||||||||
| 25 | Rejected | 11 192 589 | 31,71 % | 24 105 651 | 68,29 % | 23 739 | - | 35 298 240 | 30 356 818 | 66,775 % | 0 | 0 | 66,775 % | |
| Page 5 sur 5 | 06/01/2021 | |||||||||||||
| --- | --- |