Cellectis S.A. (Form: 6-K, Received: 06/28/2022 16:18:18)

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

of the Securities Exchange Act of 1934

Date of Report: June 28, 2022

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 28, 2022. 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 28, 2022.

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 28, 2022	By:	/s/ André Choulika
		André Choulika
		Chief Executive Officer

Exhibit 99.1

LOGO

PRESS RELEASE

Cellectis S.A. Reports Results from Annual Shareholders’ General Meeting

Held on June 28, 2022

New York (N.Y.) - June 28, 2022 - Cellectis S.A. held its Annual Shareholders’ General Meeting (Euronext Growth: ALCLS – Nasdaq: CLLS) on June 28, 2022 at its head office in Paris, France.

At the meeting, during which 67.23% of voting rights were exercised, Resolutions 1 through 23 and 25 were adopted. Resolutions 24 and 26 were 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 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 22 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 treat diseases with unmet medical needs. As part of its commitment to a cure, Cellectis remains dedicated to its goal of providing lifesaving UCART product candidates for multiple cancers including acute myeloid leukemia (AML), B-cell acute lymphoblastic leukemia (B-ALL) and multiple myeloma (MM). .HEAL is a new platform focusing on hemopoietic stem cells to treat blood disorders, immunodeficiencies and lysosomal storage diseases.

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 www.cellectis.com

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

For further information, please contact:

Media contacts:

Pascalyne Wilson, Director, Communications, +33776991433, media@cellectis.com

Margaret Gandolfo, Senior Manager, Communications, +1 (646) 628 0300

Investor Relation contact:

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

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

Exhibit 99.2

CELLECTIS – ANNUAL SHAREHOLDERS MEETING – June 28, 2022

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, 2021
1	1	Carried	35 525 535	99,91%	31 864	0,09%	76 147	-	35 557 399	30 600 674	67,238%	0	0	67,238%
2	Approval of the consolidated financial statements for the financial year ended December 31, 2021
2	2	Carried	35 511 370	99,91%	32 029	0,09%	90 147	-	35 543 399	30 600 674	67,238%	0	0	67,238%
3	Appropriation of results for the financial year ended December 31, 2021
3	3	Carried	35 519 285	99,90%	36 994	0,10%	77 267	-	35 556 279	30 600 674	67,238%	0	0	67,238%
4	Allocation of losses carried forward to the “share premium” account
4	4	Carried	35 519 402	99,89%	37 477	0,11%	76 667	-	35 556 879	30 600 674	67,238%	0	0	67,238%
5	Determination of the total remuneration of the non-executive members of the Board of Directors
5	5	Carried	31 764 600	89,18%	3 852 491	10,82%	16 455	-	35 617 091	30 600 674	67,238%	0	0	67,238%
6	Ratification of the appointment of an Observer decided by the Board of Directors
6	6	Carried	35 261 439	99,17%	295 772	0,83%	76 335	-	35 557 211	30 600 674	67,238%	0	0	67,238%

1/5

CELLECTIS – ANNUAL SHAREHOLDERS MEETING – June 28, 2022

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	Appointment of a new director (Mr. Donald A. Bergstrom)
7	7	Carried	35 057 038	98,59%	500 363	1,41%	76 145	-	35 557 401	30 600 674	67,238%	0	0	67,238%
8	Appointment of a new Director Mr. Axel-Sven Malkomes
8	8	Carried	35 082 096	98,66%	474 695	1,34%	76 755	-	35 556 791	30 600 674	67,238%	0	0	67,238%
9	Authorization to the Board of Directors to buy back shares of the Company
9	9	Carried	35 063 860	98,63%	487 983	1,37%	81 703	-	35 551 843	30 600 674	67,238%	0	0	67,238%

2/5

CELLECTIS – ANNUAL SHAREHOLDERS MEETING – June 28, 2022

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
10	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
10	10	Carried	35 515 847	99,88%	41 528	0,12%	76 171	-	35 557 375	30 600 674	67,238%	0	0	67,238%
11	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)
11	11	Carried	34 658 582	97,47%	899 079	899 079	75 885	-	35 557 661	30 600 674	67,238%	0	0	67,238%
12	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 be, within the framework of an equity financing program known as “At-the-market” or “ATM”.
12	12	Carried	34 652 483	97,46%	903 976	2,54%	77 087	-	35 556 459	30 600 674	67,238%	0	0	67,238%
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 (industrial companies, institutions or entities active in the health or biotechnology sector)
13	13	Carried	34 657 564	97,47%	899 097	2,53%	76 885	-	35 556 661	30 600 674	67,238%	0	0	67,238%
14	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
14	14	Carried	34 654 845	97,46%	901 651	2,54%	77 050	-	35 556 496	30 600 674	67,238%	0	0	67,238%
15	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”.
15	15	Carried	34 656 035	97,47%	900 609	2,53%	76 902	-	35 556 644	30 600 674	67,238%	0	0	67,238%

3/5

CELLECTIS – ANNUAL SHAREHOLDERS MEETING – June 28, 2022

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
16	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,
16	16	Carried	35 063 590	98,61%	493 056	1,39%	76 900	-	35 556 646	30 600 674	67,238%	0	0	67,238%
17	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’ pre-emptive 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)
17	17	Carried	34 650 068	97,45%	906 126	2,55%	77 352	-	35 556 194	30 600 674	67,238%	0	0	67,238%
18	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° in of Article L. 411-2 of the French Monetary and Financial Code
18	18	Carried	34 650 995	97,45%	905 651	2,55%	76 900	-	35 556 646	30 600 674	67,238%	0	0	67,238%
19	Delegation to the Board to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights
19	19	Carried	34 644 486	97,48%	897 381	2,52%	91 679	-	35 541 867	30 600 674	67,238%	0	0	67,238%
20	Overall limitations on the amount of issues made under the Eleventh resolution to Nineteenth resolutions
20	20	Carried	35 276 317	99,21%	280 058	0,79%	77 171	-	35 556 375	30 600 674	67,238%	0	0	67,238%
21	Delegation of authority granted to the Board of Directors to increase the capital by incorporation of premiums, reserves, profits or other
21	21	Carried	35 060 503	98,61%	495 362	1,39%	77 681	-	35 555 865	30 600 674	67,238%	0	0	67,238%

4/5

CELLECTIS – ANNUAL SHAREHOLDERS MEETING – June 28, 2022

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
22	Authorization to the Board of Directors to grant options to subscribe for or purchase shares of the Company
22	22	Carried	34 373 630	96,51%	1 242 715	3,49%	17 201	-	35 616 345	30 600 674	67,238%	0	0	67,238%
23	Authorization to the Board of Directors to proceed with the free allocation of existing and/or new ordinary shares
23	23	Carried	34 811 605	97,74%	804 364	2,26%	17 577	-	35 615 969	30 600 674	67,238%	0	0	67,238%
24	Delegation of authority to be granted to the Board of Directors to allocate share subscription warrants giving the right to subscribe to ordinary shares of the Company - suppression of the preferential subscription right in favor of a category of persons meeting specific characteristics
24	24	Rejected	16 002 881	60,12%	10 617 406	39,88%	9 013 259	-	26 620 287	30 600 674	67,238%	0	0	67,238%
25	Overall limits on the amount of issues made under the above issues made under the Twenty-second resolution and the Twenty-third resolution above
25	25	Carried	35 486 528	99,84%	55 867	0,16%	91 151	-	35 542 395	30 600 674	67,238%	0	0	67,238%
26	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
26	26	Rejected	6 610 718	18,57%	28 994 859	81,43%	27 969	-	35 605 577	30 600 674	67,238%	0	0	67,238%

5/5