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

of the Securities Exchange Act of 1934

Date of Report: June 27, 2018

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 26, 2018. 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 27, 2018.
99.2    Voting Results for the Combined Ordinary and Extraordinary General Meeting.

 

2


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 27, 2018       By:   /s/ André Choulika
        André Choulika
        Chief Executive Officer

 

3

EX-99.1

Exhibit 99.1

 

LOGO

PRESS RELEASE

Cellectis S.A. Reports Results from Annual General Meeting

Held on June 26, 2018

June 27, 2018 (4:30pm CEST) – New York (N.Y.)Cellectis S.A. Annual General Meeting (Euronext Growth: ALCLS – Nasdaq: CLLS) was held on Tuesday, June 26, 2018 in Paris, at its head office.

At the meeting, during which more than 64% of voting rights were exercised, all the resolutions for which the management recommended a vote in favor, were adopted.

The resolutions adopted by Cellectis’ shareholders included notably:

 

    Approval of the annual financial statements for the financial year ended December 31, 2017;

 

    Approval of the consolidated financial statements for the financial year ended December 31, 2017.

 

    Renewal of the term of office of Director of Mr. André Choulika, Mr. David Sourdive and Mr. Alain Godard;

 

    Renewal of the term office of Ernst & Young et Autres, and J.M.H. Conseil as Company’s Statutory Auditors.

The full results of the vote can be examined on the company’s website www.cellectis.com/en/investors/general-meetings/

About Cellectis

Cellectis is a clinical-stage biopharmaceutical company focused on developing a new generation of cancer immunotherapies based on gene-edited T-cells (UCART). By capitalizing on its 18 years of expertise in gene editing – built on its flagship TALEN® technology and pioneering electroporation system PulseAgile – Cellectis uses the power of the immune system to target and eradicate cancer cells.

Using its life-science-focused, pioneering genome engineering technologies, Cellectis’ goal is to create innovative products in multiple fields and with various target markets.

Cellectis is listed on the Nasdaq market (ticker: CLLS) and on Euronext Growth (ticker: ALCLS). To find out more about us, visit our website: www.cellectis.com

Talking about gene editing? We do it. TALEN® is a registered trademark owned by Cellectis.


For further information, please contact:

Media contacts:

Jennifer Moore, VP of Communications, 917-580-1088, media@cellectis.com

Caitlin Kasunich, KCSA Strategic Communications, 212-896-1241, ckasunich@kcsa.com

IR contact:

Simon Harnest, VP of Corporate Strategy and Finance, 646-385-9008, simon.harnest@cellectis.com

###

EX-99.2

Exhibit 99.2

CELLECTIS - COMBINED SHAREHOLDERS’ MEETING - JUNE 26, 2018

VOTING RESULTS

 

 

Ordinary General Meeting

 

#

 

RESOLUTION

  

RESULTS

     FOR        AGAINST        ABSTAIN  

1

  Approval of the financial statements for the financial year ended December 31, 2017  
     Adopted      99,80      0,20      0

2

  Approval of the consolidated financial statements for the financial year ended December 31, 2017  
     Adopted      99,80      0,20      0

3

  Allocation of income for the financial year ended December 31, 2017  
     Adopted      99,80      0,20      0

4

  Review of the agreements referred to in articles L. 225-38 and the following sections of the French commercial code  
     Adopted      91,22      8,78      0

5

  Setting the amount of the attendance fees for non-executive directors  
     Adopted      93,87      6,13      0

6

  Renewal of the term of office of director of Mr. André Choulika  
     Adopted      96,03      3,97      0

7

  Renewal of the term of office of director of Mr. David Sourdive  
     Adopted      96,17      3,83      0

8

  Renewal of the term of office of director of Mr. Alain Godard, independent director according to the rules of the U.S. Securities and Exchange Act of 1934 (the “Exchange Act”) and Nasdaq Stock Market  
     Adopted      93,04      6,96      0

9

  Renewal of the term of office of J.M.H. Conseil, as the Company’s Statutory Auditors  
     Adopted      94,01      5,99      0

10

  Renewal of the term of office of Ernst & Young et Autres, as the Company’s Statutory Auditors  
     Adopted      99,79      0,21      0

11

  Approval for the regulation pertaining to the stock options or stock purchase plan adopted by the Board of Directors on October 11, 2017  
     Adopted      88,98      11,02      0

12

  Authorization to be given to the board of directors to buy back Company shares  
     Adopted      97,20      2,80      0

Extraordinary General Meeting

        

#

  

RESOLUTION

  

RESULTS

     FOR        AGAINST        ABSTAIN  

13

   Authorization to be given to the board of directors for the purpose of reducing the share capital through the cancellation of shares in the context of the authorization to buy back its own shares  
      Adopted      98,31      1,69      0

14

   Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital immediately or in the future by issuing ordinary shares and/or any securities, with a waiver of the preferential subscription rights of the shareholders, in favor of a category of persons meeting specific characteristics  
      adopted      81,21      18,79      0

15

   Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital through the issuance of ordinary shares or of any securities with a waiver of the preferential subscription rights of the shareholders, in favor of a category of persons ensuring the underwriting of the Company’s equity securities that may arise as part of an equity line financing or bond financing  
      adopted      81,21      18,79      0

16

   Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital by issuing ordinary shares or any securities while maintaining the preferential subscription rights of the shareholders  
      adopted      83,25      16,75      0

17

   Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital through the issuance of ordinary shares and/or any securities, with a waiver of the preferential subscription rights of the shareholders through a public offering  
      adopted      81,27      18,73      0

18

   Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital through the issuance of ordinary shares and/or of any securities, with a waiver of the preferential subscription rights of the shareholders, through an offer to qualified investors or a restricted circle of investors within the meaning of paragraph II of article L. 411-2 of the French monetary and financial code  
      adopted      81,21      18,79      0

19

   Delegation granted to the board of directors to increase the number of securities to be issued in case of any share capital increase with or without preferential subscription rights  
      adopted      81,25      18,75      0

20

   Setting the overall limitations to the amount of issuances made under the above mentioned delegation  
      adopted      84,48      15,52      0

21

   Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital by incorporation of premiums, reserves, profits or other  
      adopted      99,69      0,31      0

22

   Authorization to be given to the board of directors to grant options to subscribe for or purchase Company’sw shares  
      adopted      68,29      31,71      0

23

   Authorization to be given to the board of directors for the allocation of free shares existing and/or to be issued in the future  
      adopted      68,37      31,63      0

24

   Delegation of authority to be granted to the board of directors to issue warrants to the benefit of a category of persons meeting specific characteristics  
      adopted      68,36      31,64      0

25

   Delegation of authority to be granted to the board of directors for the purpose of issuing warrants to subscribe to and/or acquire redeemable shares (BSAAR) or share subscription warrants, with a waiver of the preferential subscription rights of the shareholders in favor of the following category of beneficiaries: employees and corporate officers of the Company and its subsidiaries  
      adopted      68,36      31,64      0

26

   Authorization for the board of directors to freely allocate preferred shares of the Company to the employees and/or the executive officers of the Company and its subsidiaries entailing the waiver by the shareholders of their preferential subscription rights  
      adopted      74,46      25,54      0

27

   Setting the overall limitations to the amount of issues made under the above-mentioned authorizations and delegations     
      adopted      78,89      20,11      0

28

   Removal of the obligation to submit certain decisions to the board of directors’ approval, as listed in Article 14.1.1. § 4 of the bylaws  
      adopted      78,63      21,37      0

29

   Delegation to be granted to the board of directors for the purpose of an increase in the share