セレクティスADRの適時開示

CELLECTIS S.A.

(Registrant)

June 29, 2023

/s/ André Choulika

André Choulika

Chief Executive Officer

6-K 1 d424849d6k.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 29, 2023

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): ☐

General Meeting

Cellectis S.A. (the “Company”) held its Combined Ordinary and Extraordinary General Meeting (the “Meeting”) on June 27, 2023. Filed as Exhibits 99.1 and 99.2 hereto are the press release and the voting results for the Meeting, respectively.

Board of Directors Update

On June 27, 2023, Mrs. Cécile Chartier has been appointed as director of the Company’s board of director. The terms of office of Mr. Hervé Hoppenot and Mrs. Annick Schwebig ended just after the June 27, 2023 Meeting.

EXHIBIT INDEX


Exhibit		Title
99.1		Press Release, dated June 28, 2023

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.

EX-99.1 2 d424849dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

LOGO

PRESS RELEASE

Cellectis S.A. Reports Results from Annual Shareholders’ General Meeting Held on June 27, 2023

June 28, 2023 – 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, hold its annual general meeting on June 27, 2023 at 2:30 p.m. CET at the Biopark auditorium, 11 rue Watt, 4th floor, 75013 Paris, France.

At the meeting, during which more than 72% of shares were exercised, Resolutions 1 through 28 were adopted and resolution 29 was rejected, according to the management recommendations.

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 a clinical-stage biotechnology company using its pioneering gene-editing platform to develop life-saving cell and gene therapies. Cellectis 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 make therapeutic gene editing in hemopoietic stem cells for various diseases. As a clinical-stage biopharmaceutical company with over 23 years of experience and 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 treat diseases with unmet medical needs. Cellectis’ headquarters are in Paris, France, with 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, visit our website www.cellectis.com

Follow Cellectis on social media: @cellectis, LinkedIn and YouTube

For further information on Cellectis, please contact:

Media contact:

Pascalyne Wilson, Director, Communications, +33 (0)7 76 99 14 33, media@cellectis.com

Investor Relation contact:

Arthur Stril, Chief Business Officer, +1 (347) 809 5980, investors@cellectis.com

Ashley R. Robinson, LifeSci Advisors, +1 617 430 7577

EX-99.2 3 d424849dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

CELLECTIS – ANNUAL SHAREHOLDERS MEETING – June 27, 2023

VOTE RESULTS

Ordinary Resolutions


NB	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 vote voting rights		Null voting rights		Quorum
NB	Resolution		Result		Votes		%			Votes		%			Votes		%		Total votes		Shares represented by the votes cast					Out of vote voting rights		Null voting rights		Quorum
1		Approval of the annual financial statements for the financial year ended December 31, 2022
		1		Carried		44 957 162		99.48	%		233 303		0.52	%		27 732		—		45 190 465		40 379 160		72.645	%		0		0		72.645	%
2		Approval of the consolidated financial statements for the financial year ended December 31, 2022
		2		Carried		44 957 137		99.48	%		233 303		0.52	%		27 757		—		45 190 440		40 379 160		72.645	%		0		0		72.645	%
3		Appropriation of results for the financial year ended December 31, 2022
		3		Carried		44 926 569		99.41	%		265 543		0.59	%		26 085		—		45 192 112		40 379 160		72.645	%		0		0		72.645	%
4		Allocation of losses carried forward to the “share premium” account
		4		Carried		44 957 932		99.48	%		233 808		0.52	%		26 457		—		45 191 740		40 379 160		72.645	%		0		0		72.645	%
5		Review of the agreements considered in articles L. 225-38 et seq. of the Commercial Code
		5		Carried		38 406 039		99.39	%		233 938		0.61	%		12 433		—		38 639 977		36 692 873		66,013	%		6 565 787		0		72.645	%
6		Renewal of the appointment of Mr. Jean-Pierre Garnier
		6		Carried		42 038 335		93.00	%		3 164 379		7.00	%		15 483		—		45 202 714		40 379 160		72.645	%		0		0		72.645	%

1/5

CELLECTIS – ANNUAL SHAREHOLDERS MEETING – June 27, 2023

VOTE RESULTS

Ordinary Resolutions


NB	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 vote voting rights		Null voting rights		Quorum
NB	Resolution		Result		Votes		%			Votes		%			Votes		%		Total votes		Shares represented by the votes cast					Out of vote voting rights		Null voting rights		Quorum
7		Renewal of the appointment of Mr. Laurent Arthaud
		7		Carried		43 046 342		95.23	%		2 156 396		4.77	%		15 459		—		45 202 738		40 379 160		72.645	%		0		0		72.645	%
8		Renewal of the appointment of Mr. Pierre Bastid
		8		Carried		40 673 751		92.94	%		3 091 670		7.06	%		15 483		—		43 765 421		38 941 867		70.059	%		1 437 293		0		71.919	%
9		Renewal of the appointment of Mr. Rainer Boehm
		9		Carried		42 089 019		93.11	%		3 113 719		6.89	%		15 459		—		45 202 738		40 379 160		72.645	%		0		0		72.645	%
10		Appointment of a new director (Mrs Cecile Chartier)
		10		Carried		44 937 320		99.41	%		268 730		0.59	%		12 147		—		45 206 050		40 379 160		72.645	%		0		0		72.645	%
11		Authorization to the Board of Directors to buy back shares of the Company
		11		Carried		44 678 742		98.84	%		526 086		1.16	%		13 369		—		45 204 828		40 379 160		72.645	%		0		0		72.645	%

2/5

CELLECTIS – ANNUAL SHAREHOLDERS MEETING – June 27, 2023

VOTE RESULTS

Extraordinary Resolutions


NB	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 vote voting rights		Null voting rights		Quorum
NB	Resolution		Result		Votes		%			Votes		%			Votes		%		Total votes		Shares represented by the votes cast					Out of vote voting rights		Null voting rights		Quorum
12		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
		12		Carried		44 880 463		99.28	%		324 279		0.72	%		13 455		—		45 204 742		40 379 160		72.645	%		0		0		72.645	%
13		Amendment of the age limit applicable to the chairman of the Board of Directors – subsequent amendment of the articles of association
		13		Carried		38 295 611		84.72	%		6 907 819		15.28	%		14 767		—		45 203 430		40 379 160		72.645	%		0		0		72.645	%
14		Delegation of authority to be granted to the Board of Directors to increase the capital by issuing ordinary shares or any other securities with cancellation of shareholders’ preferential subscription rights in favor of the European Investment Bank (EIB) or of other entities that may succeed EIB, according to any finance agreement entered or be entered with EIB
		14		Carried		44 812 227		99.13	%		393 537		0.87	%		12 433		—		45 205 764		40 379 160		72.645	%		0		0		72.645	%
15		Delegation of authority to be granted to the Board of Directors to increase the 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 (investors with experience in the health or biotech sector)
		15		Carried		44 588 540		98.63	%		617 502		1.37	%		12 155		—		45 206 042		40 379 160		72.645	%		0		0		72.645	%
16		Delegation of authority to be granted to the Board of Directors to increase the 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 (e.g. credit institution, investment services provider or member of an investment pool guaranteeing the completion of the issue in question), including, as the case may, within the framework of an equity financing program known as “At-the-market” or “ATM”
		16		Carried		44 570 910		98.60	%		635 132		1.40	%		12 155		—		45 206 042		40 379 160		72.645	%		0		0		72.645	%
17		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 (industrial companies, institutions or entities active in the health or biotechnology sector)
		17		Carried		44 602 515		98.66	%		603 527		1.34	%		12 155		—		45 206 042		40 379 160		72.645	%		0		0		72.645	%

3/5

CELLECTIS – ANNUAL SHAREHOLDERS MEETING – June 27, 2023

VOTE RESULTS

Extraordinary Resolutions


NB	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 vote voting rights		Null voting rights		Quorum
NB	Resolution		Result		Votes		%			Votes		%			Votes		%		Total votes		Shares represented by the votes cast					Out of vote voting rights		Null voting rights		Quorum
18		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
		18		Carried		44 602 475		98.66	%		603 567		1.34	%		12 155		—		45 206 042		40 379 160		72.645	%		0		0		72.645	%
19		Delegation of authority to be granted to the Board of Directors to decide on the issuance of ordinary shares to be issued immediately or in the future by the Company, with cancellation of the shareholders’ preferential subscription rights, to the benefit of a category of persons meeting specified characteristics within the framework of an equity financing program on the American market known as “At-the-market” or “ATM”
		19		Carried		44 602 475		98.66	%		603 567		1.34	%		12 155		—		45 206 042		40 379 160		72.645	%		0		0		72.645	%
20		Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or any other securities, with the shareholders’ preferential subscription rights maintained
		20		Carried		44 869 970		99.26	%		336 332		0.74	%		11 895		—		45 206 302		40 379 160		72.645	%		0		0		72.645	%
21		Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or any other securities, with cancellation of shareholders’ preferential subscription rights, by way of a public offering (other than the offerings referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code)
		21		Carried		44 556 890		98.56	%		649 412		1.44	%		11 895		—		45 206 302		40 379 160		72.645	%		0		0		72.645	%
22		Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or any other securities, with cancellation of the shareholders’ preferential subscription rights in the context of an offer referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code
		22		Carried		44 602 475		98.66	%		603 827		1.34	%		11 895		—		45 206 302		40 379 160		72.645	%		0		0		72.645	%
23		Delegation 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		44 682 772		98.84	%		523 530		1.16	%		11 895		—		45 206 302		40 379 160		72.645	%		0		0		72.645	%

4/5

CELLECTIS – ANNUAL SHAREHOLDERS MEETING – June 27, 2023

VOTE RESULTS

Extraordinary Resolutions


NB	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 vote voting rights		Null voting rights		Quorum
NB	Resolution		Result		Votes		%			Votes		%			Votes		%		Total votes		Shares represented by the votes cast					Out of vote voting rights		Null voting rights		Quorum
24		Overall limitations on the amount of issues made under the Fifteenth resolution to the Twenty-third resolution aforementioned
		24		Carried		44 957 035		99.45	%		248 989		0.55	%		12 173		—		45 206 024		40 379 160		72.645	%		0		0		72.645	%
25		Delegation of authority granted to the Board of Directors to increase the capital by incorporation of premiums, reserves, profits or other
		25		Carried		44 949 687		99.43	%		256 337		0.57	%		12 173		—		45 206 024		40 379 160		72.645	%		0		0		72.645	%
26		Authorization to the Board of Directors to grant options to subscribe for or purchase shares of the Company
		26		Carried		43 511 983		96.25	%		1 693 781		3.75	%		12 433		—		45 205 764		40 379 160		72.645	%		0		0		72.645	%
27		Authorization to the Board of Directors to proceed with the free allocation of existing and/or new ordinary shares
		27		Carried		43 701 908		96.67	%		1 503 856		3.33	%		12 433		—		45 205 764		40 379 160		72.645	%		0		0		72.645	%
28		Overall limits on the amount of issues made under the above issues made under the Twenty-sixth and the Twenty-seventh resolution above
		28		Carried		44 959 774		99.46	%		246 269		0.54	%		12 154		—		45 206 043		40 379 160		72.645	%		0		0		72.645	%
29		Delegation 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
		29		Rejected		5 796 401		12.83	%		39 396 224		87.17	%		25 572		—		45 192 625		40 379 160		72.645	%		0		0		72.645	%

5/5