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6-K 1 ccls_6-k_agm_vote_result.htm 6-K 6-K

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.

Cellectis S.A.

Form 20-F  Form 40-F  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333-204205, 333-214884, 333-222482, 333-227717, 333-258514, 333-267760, 333-273777 and 333-284301), to the extent not superseded by documents or reports subsequently filed.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 2 clls-ex99_1.htm EX-99.1 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
N°	Resolution	Result	Votes	%	Votes	%	Votes	%	Total votes	Shares represented by the votes cast		Out of voting rights	Null voting rights	Quorum
1	approval of the annual financial statements for the financial year ended December 31. 2024
1	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	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	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	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	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	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
N°	Resolution	Result	Votes	%	Votes	%	Votes	%	Total votes	Shares represented by the votes cast		Out of voting rights	Null voting rights	Quorum
7	appointment of a new director (Mr. André Muller)
7	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	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
N°	Resolution	Result	Votes	%	Votes	%	Votes	%	Total votes	Shares represented by the votes cast		Out of voting rights	Null voting rights	Quorum
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	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	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	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	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	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	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
N°	Resolution	Result	Votes	%	Votes	%	Votes	%	Total votes	Shares represented by the votes cast		Out of voting rights	Null voting rights	Quorum
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	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	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	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	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	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	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
N°	Resolution	Result	Votes	%	Votes	%	Votes	%	Total votes	Shares represented by the votes cast		Out of voting rights	Null voting rights	Quorum
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	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	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	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	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	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	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 3 clls-ex99_2.htm EX-99.2 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, media@cellectis.com

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, investors@cellectis.com