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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: April 27, 2015

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  x    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):  ¨

 

 

 

Cellectis S.A. (the “Company”) will hold its Combined Ordinary and Extraordinary General Meeting (the “Meeting”) on May 18, 2015 beginning at 2:30 p.m. (Paris time) at 11 rue Watt, 75013 Paris, France.

The following documents regarding the Company’s Meeting, which are attached as exhibits hereto, are incorporated by reference herein:

EXHIBIT INDEX

 

Exhibit

   

Title

99.1    Notice of Combined Ordinary and Extraordinary General Meeting of Cellectis S.A., including Agenda
99.2    Depositary’s Notice of Combined Ordinary and Extraordinary General Meeting of Cellectis S.A. to Holders of American Depositary Shares
99.3    Text of The Resolutions for the Ordinary General Meeting and the Extraordinary General Meeting
99.4    Summary Presentation for the Year Ending December 31, 2014
99.5    2015 Voting Instructions for Holders of American Depositary Shares
99.6    Questions and Answers on Voting Procedures for Holders of American Depositary Shares

 

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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)
April 27, 2015 By:

/s/ André Choulika

André Choulika
Chief Executive Officer

 

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EX-99.1

Exhibit 99.1

CELLECTIS

A Société Anonyme with a share capital of €1,751,443.70

Registered Office: 8, rue de la Croix Jarry - 75013 Paris

Paris Trade & Companies Register (RCS) 428 859 052

 

 

April 28, 2015

Dear Shareholder,

As a shareholder of Cellectis, you are hereby invited to the Combined Ordinary and Extraordinary General Meeting to be held at 2:30p.m. on May 18, 2015 at Company’s office located 11 rue Watt – 75013 Paris, to deliberate the following agenda:

Agenda for the Ordinary General Meeting

 

  •   Reading of the Board of Directors’ management report and presentation by the Board of Directors of the annual financial statements for the fiscal year ended December 31, 2014,

 

  •   Reading of the Statutory Auditors’ Reports on the performance of their duty during the aforementioned fiscal year and the agreements referred to in article L. 225-38 of the French Commercial Code (Code de Commerce),

 

  •   Approval of the annual financial statements for the fiscal year ended December 31, 2014,

 

  •   Reading of the Statutory Auditors’ Reports on the consolidated financial statements for the fiscal year ended December 31, 2014,

 

  •   Reading of the management report regarding the group and presentation by the Board of Directors of the consolidated financial statements for the fiscal year ended December 31, 2014,

 

  •   Approval of the consolidated financial statements for the fiscal year ended December 31, 2014,

 

  •   Allocation of income for the fiscal year ended December 31,2014,

 

  •   Review of the related party transaction referred to in articles L. 225-38 and following of the French Commercial Code (Code de Commerce),

 

  •   Reappointment of Mr. André Choulika as a Director,

 

  •   Reappointment of Mr. David Sourdive as a Director,

 

  •   Reappointment of Mr. Alain Godard as a Director,

 

  •   Appointment of a new Director (Mr. Jean-Marie Messier),

 

  •   Approval of the regulations pertaining to the stock option or stock purchase plan adopted by the Board of Directors on March 24, 2015,

Agenda for the Extraordinary General Meeting

 

  •   Amendment of Article 18 of the Company’s Articles of Association to comply with Decree No. 2014-1466 dated December 8, 2014.

 

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EX-99.2

Exhibit 99.2

Depositary’s Notice of

Combined Ordinary and Extraordinary

General Meeting of Cellectis S.A.

 

ADSs: American Depositary Shares (“ADSs”).
ADS CUSIP No.: 15117K103.
ADS Record Date: April 14, 2015.
French Record Date: May 14, 2015 (12:01 A.M. Paris time). This is the time at which ADS Holders are required under French Law to hold their interest in the ordinary shares of the Company in order to be eligible to vote at the Combined Ordinary and Extraordinary General Meeting. For ADS purposes, the French Record Date is 5:00 P.M. (New York City time) on May 12, 2015.
Meeting Specifics: Combined Ordinary and Extraordinary General Meeting to be held on May 18, 2015 beginning at 2:30 P.M. (Paris time) at 11 rue Watt, 75013 Paris, France (the “Meeting”).
Meeting Agenda: Please refer to the Company’s Notice of Meeting, which is enclosed herewith.
ADS Voting Deadline: On or before 5:00 P.M. (New York City time) on May 12, 2015*.
Deposited Securities: Ordinary shares of Cellectis S.A., a company organized and existing under the laws of the Republic of France (the “Company”).
ADS Ratio: One (1) ordinary share to one (1) ADS.
Depositary: Citibank, N.A.
Custodian of Deposited Securities: Citibank International Limited.
Deposit Agreement: Deposit Agreement, dated as of March 30, 2015, by and among the Company, the Depositary and all Holders and Beneficial Owners of ADSs issued thereunder.

To be counted, your Voting Instructions need to be received by the Depositary prior to 5:00 P.M. (New York City time) on

May 12, 2015*

 

* ADS holders must continue to hold their ADSs as of, and must deliver their voting instructions in good form, to be received by the Depositary by, this date - May 12, 2015 - 5:00 p.m. (New York City time) in order to be counted. The Company’s enclosed Notice of Meeting refers to voting deadlines as per local market regulations. The attached important notice is specific to all holders holding ADSs as of both the ADS Record Date and the French Record Date.

The Company has announced that the Meeting will be held at the date, time and location identified above. A copy of the Notice of Meeting from the Company which includes the agenda for such Meeting is enclosed.

As set forth in Section 4.10 of the Deposit Agreement and Paragraph (18) of the Form of ADR, Holders of record of ADSs as of the close of business on the ADS Record Date will be entitled, subject to any applicable provisions of French Law and the By-Laws of the Company and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights pertaining to the Deposited Securities represented by such Holders’ ADSs. French Law, as applied to the Holders of ADSs, requires that in order to vote, Holders of ADSs as of the ADS Record Date must continue to hold their ADSs (as evidence of their interests in the ordinary shares) as of the French Record Date.

Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.

Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon receipt by the Depositary of (i) the voting instructions from a holder of ADSs as of the ADS Record Date, in a form acceptable to the Company and the Depositary, on or before the ADS Voting Deadline, and (ii) evidence reasonably satisfactory to the Depositary that such holder continues to hold the ADSs as of the ADS Voting Deadline, the Depositary shall endeavor, insofar as practicable and permitted under any applicable provisions of French law and the Company’s ByLaws, to cause to be voted the Deposited Securities represented by such ADSs in accordance with any non-discretionary instructions set forth in such voting instructions. If the Depositary receives, from a holder of ADSs as of the ADS Record Date and who continues to hold the ADSs as of the ADS Voting Deadline, voting instructions which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such holder’s ADSs, the Depositary will deem such holder to have instructed the Depositary to vote in favor of all resolutions endorsed by the Company’s Board of Directors.

With respect to Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the holder of ADSs, the Depositary shall deem such holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by such holders’ ADSs; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Deposited Securities may be materially adversely affected. By way of example and not limitation, it is agreed that routine matters, such as appointing auditors and directors (except where a competing director or slate of directors is proposed), or the approval of a public offering or private placement of securities, would not materially affect the rights of holders of ADSs.

If you do not wish to vote as an ADS holder but rather wish to vote as a holder of the Company’s ordinary shares, you will need to arrange for the cancellation of your ADSs and become a shareholder in France before the French Record Date. You are advised to proceed with the cancellation of your ADSs well in advance of the French Record Date as the cancellation of ADSs and the delivery of the corresponding ordinary shares in France may be subject to unexpected processing delays.

DTC Holders

In order to vote their ADSs, owners of ADSs (“DTC Holders”) holding their ADSs in a brokerage or custodian account through The Depository Trust Company (“DTC”) as of the ADS Record Date must continue to own their ADSs as of the French Record Date and must instruct their broker or custodian to give voting instructions to the Depositary and to confirm ownership of the ADSs to the Depositary. On the French Record Date the Depositary will verify the continued ownership of the ADSs by the instructing DTC Holders with the applicable brokers or custodians (through which the instructing DTC Holders provided voting instructions to the Depositary). Failure to confirm continued ownership of ADSs as of the French Record Date will invalidate the voting instructions previously delivered.

Registered Holders

In order to vote their ADSs, Holders of ADSs registered in their name on the books of the Depositary (“Registered Holders”) must timely deliver a Voting Instructions Form to the Depositary and continue to be the Registered Holders of their ADSs as of the French Record Date. If a Registered Holder transfers or cancels ADSs at any time before the French Record Date, then any voting instructions delivered to the Depositary by such Registered Holder will be invalidated. On the French Record Date, the Depositary will verify the continued registration on its books of the ADSs in the name of the instructing Registered Holders (who also held the ADSs as of the ADS Record Date) and will recognize as valid only the voting instructions that were timely received from Registered Holders as of the ADS Record Date who continue to be the Registered Holders of the ADS as of the French Record Date.

        Please note that pursuant to Section 4.10 of the Deposit Agreement and Paragraph (18) of the Form of ADR, under French Company law certain shareholders, the workers’ council and the Board of Directors of the Company may submit a new resolution, and the Board of Directors of the Company may modify the resolutions proposed in the notice of meeting. In such case, Holders of ADSs who have validly and timely provided voting instructions to the Depositary shall be deemed to have instructed the Depositary to vote in favor of such new or modified resolutions if approved by the Board of Directors and against if not approved by the Board of Directors.

The attached document entitled Questions and Answers (“Q&A”) should answer most of your questions on the voting process and instruct you on the proper use of the Voting Instructions Form enclosed herewith.

The information contained herewith with respect to the Meeting has been provided by the Company. Citibank, N.A. is forwarding this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy or completeness of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.

If you have any questions concerning the enclosed materials or if you need further explanation of the questions covered therein, please call Citibank, N.A. - ADR Shareholder Services toll-free at 1-877-CITI-ADR (1-877-248-4237).

Citibank, N.A., as Depositary

EX-99.3

Exhibit 99.3

TEXT OF THE RESOLUTIONS

RESOLUTIONS FOR THE ORINARY GENERAL MEETING

RESOLUTION 1

Approval of the financial statements for the fiscal year ended December 31, 2014

The General Meeting, acting with the quorum and the majority required for Ordinary General Meetings,

having reviewed the Board of Directors’ management report for the fiscal year ended December 31, 2014 and the Statutory Auditors’ report on the performance of their duty during that fiscal year,

hereby approves the annual financial statements for the fiscal year ended December 31, 2014, as presented to the General Meeting, which show a net income of €2,831,531, as well as the transactions reflected in these financial statements and summarized in these reports,

hereby acknowledges that no expenses and charges as referred to in article 39-4 of the French General Tax Code (Code Général des Impôts) or surplus depreciation were incurred.

RESOLUTION 2

Approval of the consolidated financial statements for the fiscal year ended December 31, 2014

The General Meeting, acting with the quorum and the majority required for Ordinary General Meetings,

having reviewed the report regarding the management of the group for the fiscal year ended December 31, 2014 and the consolidated financial statements for the said fiscal year and the Statutory Auditors’ report on the said consolidated financial statements,

hereby approves the consolidated financial statements for the fiscal year ended December 31, 2014 as presented to the General Meeting, as well as the transactions reflected in these financial statements and summarized in these reports.

RESOLUTION 3

Allocation of income for the fiscal year ended December 31, 2014

The General Meeting, acting with the quorum and the majority required for Ordinary General Meetings,

having reviewed the Board of Directors’ management report,

having noted that the net income for the fiscal year ended December 31, 2014 amounted to €2,831,531

hereby decides to allocate the aforementioned income to “retained earnings” whose account will thereafter show an amount of €115,744,696.

In accordance with article 243 bis of the French General Tax Code (Code Général des Impôts), it is recalled that no dividend has been distributed over the past three fiscal years.

 

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RESOLUTION 4

Approval of the agreements referred to in articles L. 225-38 and following of the French Commercial Code (Code de Commerce),

The General Meeting, acting with the quorum and the majority required for Ordinary General Meetings,

having reviewed the Statutory Auditors’ special report on the agreements referred to in articles L. 225-38 and following of the French Commercial Code (Code de Commerce),

hereby approves the conclusions of this report and the agreements mentioned therein.

Each agreement, that was subject to a separate vote in which interested shareholders did not take part, is approved or, where necessary, ratified.

RESOLUTION 5

Reappointment of Mr. André Choulika as a Director

The General Meeting, acting with the quorum and the majority required for Ordinary General Meetings,

having reviewed the Board of Directors’ management report,

having noted that Mr. André Choulika’s term of office as a Director shall expire at the close of this General Meeting,

hereby decides to reappoint Mr. André Choulika as a Director for a three-year term expiring at the close of the Annual Ordinary General Meeting called to approve the financial statements for the fiscal year ending December 31, 2017.

Mr. André Choulika has already accepted his reappointment.

RESOLUTION 6

Reappointment of Mr. David Sourdive as a Director

The General Meeting, acting with the quorum and the majority required for Ordinary General Meetings,

having reviewed the Board of Directors’ report,

having noted that Mr. David Sourdive’s term of office as a Director shall expire at the close of this General Meeting,

hereby decides to reappoint Mr. David Sourdive as a Director for a three-year term expiring at the close of the Annual Ordinary General Meeting called to approve the financial statements for the fiscal year ending December 31, 2017.

Mr. David Sourdive has already accepted his reappointment.

 

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RESOLUTION 7

Reappointment of Mr. Alain Godard as a Director

The General Meeting, acting with the quorum and the majority required for Ordinary General Meetings,

having reviewed the Board of Directors’ report,

having noted that Mr. Alain Godard’s term of office as a Director shall expire at the close of this General Meeting,

hereby decides to reappoint Mr. Alain Godard as a Director for a three-year term expiring at the close of the Annual Ordinary General Meeting called to approve the financial statements for the fiscal year ending December 31, 2017.

Mr. Alain Godard has already accepted his reappointment.

RESOLUTION 8

Appointment of a new Director (Mr. Jean-Marie Messier)

The General Meeting, acting with the quorum and the majority required for Ordinary General Meetings,

having reviewed the Board of Directors’ report,

hereby appoints Mr. Jean-Marie Messier as a Director of the Company for a three-year term expiring at the close of the Annual Ordinary General Meeting called to approve the financial statements for the fiscal year ending December 31, 2017.

Mr. Jean-Marie Messier has already stated that he accepts this new position and declared that he does not hold, in France and in other companies, a position that could prevent him from accepting this responsibility.

RESOLUTION 9

Approval of the regulations pertaining to the stock option or stock purchase plan adopted by the Board of Directors on March 24, 2015

The General Meeting, acting with the quorum and the majority required for Ordinary General Meetings,

having reviewed the Board of Directors’ report and acting in accordance with the US Internal Revenue Code regarding the allocation of incentive stock options to beneficiaries who are American tax residents as provided for by the stock option or stock purchase plan adopted by the Board of Directors during its session held on March 24, 2015,

hereby approves the stock option or stock purchase plan adopted by the Board of Directors during its session held on March 24, 2015.

 

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RESOLUTIONS FOR THE EXTRAORDINARY GENERAL MEETING

RESOLUTION 10

Amendment of Article 18 of the Company’s Articles of Association to comply with Decree No. 2014-1466 dated December 8, 2014

The General Meeting, acting with the quorum and the majority required for Extraordinary General Meetings,

having reviewed the Board of Directors’ report,

hereby decides, pursuant to the provisions of Decree No. 2014-1466 dated December 8, 2014, to amend the fourth paragraph of Article 18 of the Company’s Articles of Association which shall now be read as follows:

“The right to attend meetings shall be governed by all applicable laws and regulations and be, in particular, conditional upon the registration, for accounting purposes, of the shares in the name of the shareholder or a designated intermediary on the second (2nd)) working day preceding the shareholders’ meeting at midnight, Paris time, either in the registered share accounts kept by the Company or in the bearer share accounts kept by the authorized intermediary”.

—oo0oo—

Requests for the inclusion of items or draft resolutions in the agenda by shareholders that meet the conditions set forth under article R. 225-71 of the French Code of Commerce (Code de Commerce), must, pursuant to legal provisions, be addressed to the registered office and be received by the Company no later than the twenty-fifth calendar day that precedes the date of the General Meeting. It shall not be possible to address any such request more than twenty (20) days after the date of this notice.

As a shareholder, regardless of the number of shares you hold, you have the right to attend this Meeting in person, be represented by a proxy, or vote by correspondence. If you are a natural person shareholder, you may appoint as proxy only your spouse or partner with whom you have signed a civil solidarity pact, or another shareholder of the Company.

The right to participate in General Meetings is governed by applicable laws and regulations and is, in particular, conditional upon the registration, for accounting purposes, of the shares in the name of the shareholder or of the authorized intermediary registered on the shareholder’s behalf, by 0:00 (midnight) Paris time, on the second business day before the General Meeting, either in the registered share accounts kept by the Company or in the bearer share accounts kept by the authorized intermediary.

If you own registered shares you have no formalities to complete and will be admitted simply upon proof of identity.

If you own bearer shares you must submit a certificate of shareholding no later than two (2) business days before the date set for the Meeting, issued by your financial intermediary.

If you wish to vote by correspondence, you may request, by registered mail with return receipt and no later than six (6) days before the General Meeting date, a correspondence voting form from Marie-Bleuenn Terrier, Cellectis, 8, rue de la Croix Jarry, 75013 Paris.

 

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Please note that, to be legally valid:

 

  •   your duly completed correspondence voting form must reach the Company’s registered office or Société Générale no later than three (3) days before the Meeting date, in this case no later than May 13, 2015;

 

  •   if you own bearer shares you must attach to the form a certificate of shareholding issued by the depositary of your shares;

 

  •   if you vote by correspondence, you may not participate in the Meeting in person or be represented by a proxy.

You may submit questions in writing no later than the fourth (4th) business day preceding the Meeting date, in this case no later than May 12, 2015:

 

  •   to the registered office, by registered mail with return receipt, addressed to the Chairman of the Board of Directors, or

 

  •   to the following electronic address: investors@cellectis.com.

Written questions must be accompanied by proof of registration in a registered share account or bearer share account.

All documents legally required to be communicated to General Meetings will be kept available for shareholders at the registered office, for the legally required periods.

Yours sincerely,

 

 

The Board of Directors

 

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EX-99.4

Exhibit 99_4

 

LOGO

Société anonyme with a share capital of 1.751.443,70 euros

Registered Office: 8, rue de la Croix Jarry - 75013 Paris

Paris Trade & Companies Register (RCS) 428 859 052

 

 

OVERVIEW

 

Year ending December 31st, 2014

 

SUMMARY PRESENTATION FOR THE YEAR ENDING DECEMBER 31, 2014

The business review for the first half of 2014 is part of the notes to the interim consolidated financial statements published on our website. We remind you that at the end of the year 2013, Cellectis had implemented a restructuring plan whose main objectives were to:

 

  •   drastically reduce the scope and operations of the Tools and Services branch;

 

  •   turn away from various research programs whose sales perspectives were incompatible with the deployment of the strategic plan of the Therapeutics branch;

 

  •   refocus the development of its subsidiary dedicated to agricultural biotechnology, Cellectis plant sciences, concentrating its efforts on developing its proprietary products: potatoe, soybean, canola and wheat.

This plan has been implemented in 2014 and led notably to the end of the Tools and Services branch. The end point was the sale of the Swedish subsidiary Cellectis AB, completed August 29, 2014. While the average staff size was 203 people during the year 2013, it decreased to 123 people in 2014 and was 91 people in December 2014.

Cellectis has completed the restructuring phase and now focuses on two activities: Therapeutics (immunotherapies based on engineered CAR T-cells) and Plants.

The year 2014 was marked by the following events:

 

  •   January 30, 2014: agreement with Precision BioSciences, Inc. to settle a patent litigation. As part of the settlement, the companies will cross-license certain genome engineering patents and drop their on-going lawsuits and patent challenges.

 

  •   February 2014: exclusive license agreement with genOway which becomes the exclusive provider of Cellectis’ homologous recombination technology for research applications in genetically modified rodents. Cellectis will remain the partner for any other applications such as bioproduction and therapeutics.

 

  •   February 17, 2014: signing of a strategic collaboration agreement with Servier. The partnership covers the development and potentially the commercialization of Cellectis’ lead product candidate, UCART19. The agreement also included research, development and potentially the commercialization of five other product candidates targeting solid tumors. The financial terms of the collaboration include an upfront payment of €7.55 million ($10 million) and up to €135 million ($180 million) for each of the six product candidates potentially developed, spread over various milestones in the development and commercialization phases. In addition, Cellectis will receive royalties on the sales of commercialized products

 

  •   March 24, 2014: successful closing of a €20.5 million share capital increase subscribed by U.S. biotechnology institutional investors.

 

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  •   June 5, 2014: series of agreements with Thermo Fisher Scientific concerning the uses of TAL nucleases under the brand name TALEN™. Pursuant to these agreements, Thermo Fisher is granted a worldwide license under Cellectis’ rights to the TAL nucleases outside the therapeutic field, with exclusive rights to grant sublicenses in research and development, bioproduction and certain applied markets. Thermo Fisher currently markets TALEN™ for these applications under its Life Technologies brand. Cellectis is granted a worldwide license under Thermo Fisher’s rights to TAL nucleases in the research and development field for internal and collaborative research, as well as for the marketing of TAL gene editing for Cellectis bioresearch’s products and services, and in the plant biotechnology field, for Cellectis plant sciences’ in-house and collaborative research and development.

 

  •   June 5, 2014: agreement with Accelera, the preclinical CRO (Contract Research Organisation) within the Nerviano Medical Sciences Group, to complete the preclinical studies of Cellectis’ advanced product candidate, UCART19.

 

  •   June 9, 2014: agreement with CELLforCURE for the cGMP manufacturing of clinical batches of Cellectis’ allogeneic CAR T-cells. The scope of this partnership covers the production of clinical batches from Cellectis’ allogeneic CART lymphocytes. Pursuant to this agreement, CELLforCURE will be responsible for the manufacturing of cGMP clinical batches for candidates from Cellectis’ UCART product family.

 

  •   June 18, 2014: signing of a global strategic collaboration agreement with Pfizer to develop Chimeric Antigen Receptor T-cell (CAR-T) immunotherapies in the field of oncology directed at select targets. Cellectis received an upfront payment of $80 million, as well as funding for research and development costs associated with Pfizer-selected targets and the four Cellectis-selected targets within the collaboration. Cellectis is eligible to receive development, regulatory and commercial milestone payments of up to $185 million per Pfizer product. Cellectis is also eligible to receive tiered royalties on net sales of any products that are commercialized by Pfizer. Additionally, Pfizer entered into an equity agreement to purchase approximately 10% of the Cellectis capital through a capital increase without pre-emptive subscription right and the subscription of 2.786.924 newly issued shares at €9.25 per share.

 

  •   June 23, 2014: Cellectis received a Scientific recommendation from the European Medicines Agency (EMA), in consultation with the European Commission, for UCART19, its lead product candidate in adoptive immunotherapy against CD19 expressing leukemias and lymphomas. UCART19 fulfills the definition of an Advanced-Therapy medicinal Product (ATmP) being eligible for Scientific Advices and Assessment from the EMA Committee for Advanced Therapies (CAT) as well as for European centralized Marketing Authorization Approval. The EMA/CAT considers that Cellectis’ allogeneic engineered Chimeric Antigen Receptor (CAR+) T-cells fall within the definition of a Gene Therapy Medicinal Product.

 

  •   End of July 2014: signature of a Sell and Purchase Agreement with the Japanese Company Takara Bio Inc for the Swedish subsidiary Cellectis AB. This operation was finalized on August 29 and marked the completion of the restructuring process of the Tools and Services branch.

 

  •   July 31, 2014: an Extraordinary General Shareholders’ Meeting was held in Paris, at the Group’s headquarters. This meeting had been convened to vote on a planned €25,779,047 capital increase through the issuance of 2,786,924 new ordinary shares (corresponding to a total nominal value of €139,346.20) and the suppression of shareholders’ pre-emptive subscription rights in favor of Pfizer. This planned acquisition of an approximate 10% stake in the capital of Cellectis SA by Pfizer is part of the agreements signed on June 18, 2014 between the two companies as part of their global strategic collaboration in the field of cancer immunotherapy. This capital increase allowed the Company to strengthen its equity and to continue investing in research and development.

 

  •   October 22, 2014 : publication of the grant of European patent EP 2 510 096 by the European Patent Office to the University of Minnesota and Iowa State University Research Foundation Inc. Cellectis now has exclusive rights to this patent under a 2011 agreement with the Regents of the University of Minnesota.

 

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  •   October 28, 2014: Cellectis received €13,237,524 ($16.5M) through the exercise of 7,354,180 warrants of the 12,195,113 warrants issued in October 2011, which expired on October 28, 2014 (60.3% of the total amount). An additional 1,470,836 new shares were issued as a result of this decision.

 

  •   December 18, 2014: Cellectis plant sciences, a Cellectis Minnesota-based subsidiary, and Two Blades Foundation (2Blades) announced the execution of a non-exclusive cross-license agreement relating to TAL nuclease technologies. Pursuant to the agreement, 2Blades has access to TALEN™ technology for not-for-profit uses, including use in 2Blades’ humanitarian efforts to support subsistence farming, and for certain commercial applications related to 2Blades’ disease resistance programs. In addition, pursuant to the agreement, Cellectis plant sciences receives a license under 2Blades’ TAL Code technology related to nucleases for commercial uses in certain specified crop plants. Cellectis plant sciences has an option to expand its license to additional crops.

Since the beginning of the year 2015, the Group made the following announcements :

 

  •   January 6, 2015: issuance by the USPTO of a US patent covering chimeric endonucleases for chromosomal gene editing by homologous recombination in cells. On December the 30th, 2014, the USPTO issued a patent to Institut Pasteur and the Boston Children’s Hospital for a method of nuclease-based chromosomal gene editing in cells in vitro. This issued patent, filed on February 2000, is part of a patent portfolio owned by Boston Children’s Hospital and Institut Pasteur and licensed exclusively to Cellectis pursuant to a license agreement dated June 2000.

 

  •   January 8, 2015: Cellectis announced that it planned to conduct a registered initial public offering in the United States. The timing, number of shares and price of the proposed offering have not yet been determined.

 

  •   January 13, 2015: exclusive license agreement with The Ohio State University, through the Ohio State Innovation Foundation, to develop and commercialize chimeric antigen receptor (CAR) technology targeting multiple myeloma cells. The CAR technology licensed to Cellectis is related to CS1, an antigen that is over-expressed in multiple myeloma cells. Cellectis intends to pursue the development of a CS1 CAR T-cell program for this targeted indication.

 

  •   February 17, 2015: announcement of the vote results of the Combined Shareholders General Meeting, which was held on February 16, 2015.

 

  •   February 20, 2015: announcement of the filing of Form F-1 in the framework of the company’s project of IPO in the Nasdaq in the United States of America.

 

  •   March 4, 2015: publication of the company’s consolidated financial statements for 2014, as approved by the Board of Directos at their meeting on March 3, 2015.

 

  •   March 18, 2015: Annoucement of the launch of the company’s IPO in the Nasdaq in the United States of America.

 

  •   March 24, 2015: announcement of the filing of an amendment of the Form F-1 for the purpose of the company’s IPO in the Nasdaq.

 

  •   March 25, 2015: announcement of the pricing of the company’s IPO.

 

  •   April 9, 2015: announcement of the opening of Cellectis’s labs and offices in Manhattan, New York.

 

  •   April 9, 2015: announcement of presentations at upcoming conferences.

 

  •   April 14, 2015: publication of a study demonstrating reduced acrylamide in fried potatoes.

 

  •   April 15, 2015: University of Minnesota grants to Cellectis plant sciences, Inc. an exclusive license agreement under CRISPR intellectual property for uses in plants.

 

  •   April 17, 2015: confirmation of the eligibility of the company in SME-PEA system.

 

3

EX-99.5

Exhibit 99.5

 

 

 

Combined Ordinary and Extraordinary General Meeting

 

 

The Voting Instructions must be signed, completed and received at the indicated address prior to

5:00 P.M. (New York City time) on May 12, 2015 for action to be taken.

 

2015 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES

Cellectis S.A. (the “Company”)

 

ADS CUSIP No.: 15117K103.
ADS Record Date: April 14, 2015.
French Record Date: May 14, 2015 (12:01 A.M. Paris time). This is the time at which ADS Holders are required under French Law to hold their interest in the shares of the Company in order to be eligible to vote at the Meeting. For ADS purposes, the French Record Date is 5:00 P.M. (New York City time) on May 12, 2015.
Meeting Specifics: Combined Ordinary and Extraordinary General Meeting to be held on May 18, 2015 beginning at 2:30 P.M. (Paris time) at 11 rue Watt, 75013 Paris, France (the “Meeting”).
Depositary: Citibank, N.A.
Deposit Agreement: Deposit Agreement, dated as of March 30, 2015.
Deposited Securities: Ordinary Shares of the Company.
Custodian(s): Citibank International Limited.

You as the undersigned holder, as of the ADS Record Date, of the American Depositary Shares issued under the Deposit Agreement (“ADSs”) identified above, acknowledge receipt of a copy of the Depositary’s Notice of Combined Ordinary and Extraordinary General Meeting of Cellectis S.A. and hereby authorize and direct the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by your ADSs in the manner indicated on the reverse side hereof. You recognize that any sale, transfer or cancellation of your ADSs before the French Record Date will invalidate these voting instructions if the Depositary is unable to verify your continued ownership of ADSs as of the French Record Date.

Please note that the Company has informed the Depositary that, under French Company law, certain of the Company’s shareholders, the workers’ council and the Company’s Board of Directors may submit new resolutions and the Board of Director of the Company may or modify the resolutions proposed in the Company’s Notice of Meeting. In such case, holders of ADSs who have given instructions to vote on such resolutions shall (consistent with the terms of the Deposit Agreement) be deemed to have instructed the Depositary to vote in favor of such new or modified resolutions if approved by the Board of Directors and against if not approved by the Board of Directors.

With respect to Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from a holder of ADSs, the Depositary shall deem such holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by such holder’s ADSs; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Deposited Securities may be materially adversely affected. By way of example and not limitation, it is agreed that routine matters, such as appointing auditors and elective directors (except where a competing director or slate of directors is proposed), or the approval of a public offering or private placement of securities, would not materially affect the rights of holders of ADSs.

Please indicate on the reverse side hereof how the Deposited Securities are to be voted.

The Voting Instructions must be marked, signed and returned on time in order to be counted.

Agenda

Ordinary General Meeting

 

1. Approval of the annual financial statements for the fiscal year ended December 31, 2014,

 

2. Approval of the consolidated financial statements for the fiscal year ended December 31, 2014,

 

3. Allocation of income for the fiscal year ended December 31, 2014,

 

4. Review of the agreements referred to in articles L. 225-38 and following of the French Commercial Code (Code de Commerce),

 

5. Reappointment of Mr. André Choulika as a Director,

 

6. Reappointment of Mr. David Sourdive as a Director,

 

7. Reappointment of Mr. Alain Godard as a Director,

 

8. Appointment of a new Director (Mr. Jean-Marie Messier),

 

9. Approval of the regulations pertaining to the stock option or stock purchase plan adopted by the Board of Directors on March 24, 2015, Extraordinary General Meeting

 

10. Amendment of Article 18 of the Company’s Articles of Association to comply with Decree No. 2014-1466 dated December 8, 2014.

 

 A    Issues   Cellectis S.A.

    Ordinary General Meeting

 

     For    Against    Abstain              For    Against    Abstain     

Resolution 1        

    ¨    ¨    ¨       Resolution 8    ¨    ¨    ¨   

Resolution 2

    ¨    ¨    ¨       Resolution 9    ¨    ¨    ¨   

Resolution 3

    ¨    ¨    ¨                  
               Extraordinary General Meeting   

Resolution 4

    ¨    ¨    ¨                  
               Resolution 10            ¨    ¨    ¨   

Resolution 5

    ¨    ¨    ¨                  

Resolution 6

    ¨    ¨    ¨                  

Resolution 7

    ¨    ¨    ¨                  

 

 B    Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.

If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to a resolution, the undersigned shall be deemed to have directed the Depositary to give Voting Instructions “FOR” the unmarked resolution if the unmarked resolution is endorsed by the Company’s Board of Directors and “AGAINST” the unmarked resolution if the unmarked resolution is not so endorsed.

If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to a resolution, the undersigned shall be deemed to have directed the Depositary to give Voting Instructions “FOR” the multiple-marked resolution if the multiple-marked resolution is endorsed by the Company’s board of directors and “AGAINST” the multiple-marked resolution if the multiple-marked resolution is not so endorsed.

Please be sure to sign and date this Voting Instruction Card.

Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be in full name by a duly authorized officer with full title as such.

 

Signature 1 - Please keep signature within the line     Signature 2 - Please keep signature within the line      Date (mm/dd/yyyy)

    

    

     

     

            /         /

EX-99.6

Exhibit 99.6

Questions and Answers on Voting Procedures for

the Combined Ordinary and Extraordinary General Meeting (2015)

CELLECTIS S.A.

What does a Cellectis ADR represent?

Each American Depositary Receipt (an “ADR”) represents a certain number of American Depositary Shares (“ADSs”). Each ADS represents one ordinary share (an “Ordinary Share”), €0.05 nominal value per share, of Cellectis S.A. (the “Company”).

When and where is the Combined Ordinary and Extraordinary General Meeting (the “Meeting”)?

The Meeting will be held on Monday, May 18, 2015 at 2:30 p.m. (Paris time) at 11 rue Watt, 75013 Paris, France.

Who may vote at the Meeting?

If you are a holder of record of the Company’s ADSs on April 14, 2015 (the “ADS Record Date”) and at 5:00 p.m. (New York City time) on May 12, 2015, you may vote on the issues set forth in the posted Notice of Meeting from the Company. Please note that in order to vote you will need to deliver a completed and signed Voting Instructions Form, to Citibank, N.A. (the “Depositary”) at the address noted on the enclosed envelope. See next Q & A for more detailed information on the voting process.

How does a Holder of ADSs vote?

A Holder of ADSs votes by either completing a Voting Instructions Form or by attending the Meeting in person.

If you wish to attend the Meeting in person:

If you wish to attend the Meeting in person, you must cancel your ADSs and become a direct and registered shareholder on the Company’s Register of Shareholders before 12:01 A.M. (Paris time) on May 14, 2015 (the “French Record Date”). You must also contact the Company to give notice of attendance. You can contact Citibank, N.A. - ADR Shareholder Services at 1-877-248-4237 to cancel your ADSs.

If you wish to vote your ADSs by proxy:

As an ADR Holder you can vote by completing the enclosed Voting Instructions Form, signing it and returning it to the Depositary in the envelope provided herewith by 5:00 p.m. (New York City time) on May 12, 2015. If you hold your ADSs through a custodian, broker or other agent, you may receive additional instructions from such agent.

Registered Holders:

If you are not holding ADSs through a broker, custodian or other agent, you must complete, sign and return your Voting Instructions Form to the Depositary by 5:00 p.m. (New York City time) on May 12, 2015. Please note that you need to be an owner of ADSs as of the ADS Record Date and as of the French Record Date for your voting instructions to count.

DTC Holders:

If you are holding ADSs through a broker, custodian or other agent, you must timely instruct the applicable broker, custodian or agent to provide voting instructions to the Depositary and to con firm your continued ownership of the ADSs as of the French Record Date. Please note that you need to be an owner of ADSs as of the ADS Record Date and as of the French Record Date for your voting instructions to count.

May voting instructions be withdrawn?

Yes, voting instructions may be withdrawn at any time prior to 5:00 p.m. (New York City time) on May 12, 2015. In order to be effective, a notice of withdrawal of voting instructions must be timely received by Citibank, N.A., by 5:00 p.m. (New York City time) on May 12, 2015.

What happens if I sell my ADSs before the French Record Date?

If you sell, transfer or cancel your ADSs before the French Record Date and the Depositary cannot confirm your continued ownership of ADSs as of the French Record Date, any voting instructions you or your custodian or broker may have delivered to the Depositary will be invalidated.

What happens to unvoted ADSs?

The Depositary shall deem the holders of unvoted ADSs to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities represented by such holders’ADSs; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Deposited Securities may be materially adversely affected. By way of example and not limitation, it is agreed that routine matters, such as appointing auditors and elective directors (except where a competing director or slate of directors is proposed), or the approval of a public offering or private placement of securities, would not materially affect the rights of holders of ADSs.

ALL ISSUES RELATED TO THE FORM AND VALIDITY OF ANY NOTICES, DIRECTIONS OR INSTRUCTIONS WILL BE DETERMINED BY CITIBANK, N.A, AS DEPOSITARY, IN ITS SOLE DISCRETION, WHOSE DETERMINATION SHALL BE FINAL AND BINDING.