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 26, 2019
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 25, 2019. 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 26, 2019. | |
| 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 26, 2019 | By: | /s/ André Choulika | ||||
| André Choulika | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
PRESS RELEASE
Cellectis S.A. Reports Results from Combined Shareholders Meeting
Held on June 25, 2019
June 26, 2019 – New York – Cellectis S.A. held its Combined Shareholders Meeting (Euronext Growth: ALCLS; Nasdaq: CLLS) on June 25, 2019 at its head office in Paris.
At the meeting, during which more than 68% of voting rights were exercised, Resolutions 1 through 18, 23 and 24 were adopted. Resolutions 19 through 22 and Resolution 25 were rejected. The detailed results of the vote and the resolutions are available 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 19 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
Exhibit 99.2
CELLECTIS - COMBINED SHAREHOLDERS’ MEETING - JUNE 25, 2019
VOTING RESULTS
Total Shares Voted: 37,384,171
| Ordinary General Meeting |
|
|||||||||||||||
| # | RESOLUTION | RESULTS | FOR | AGAINST | ABSTAIN | |||||||||||
| 1 |
Approval of the financial statements for the financial year ended December 31, 2018 |
| ||||||||||||||
| Adopted | 99.88 | % | 0.12 | % | 0 | % | ||||||||||
| 2 |
Approval of the consolidated financial statements for the financial year ended December 31, 2018 |
| ||||||||||||||
| Adopted | 99.88 | % | 0.12 | % | 0 | % | ||||||||||
| 3 |
Allocation of income for the financial year ended December 31, 2018 |
| ||||||||||||||
| Adopted | 98.61 | % | 1.39 | % | 0 | % | ||||||||||
| 4 |
Approval of the agreements referred to in articles L. 225-38 and the following sections of the French commercial code |
| ||||||||||||||
| Adopted | 98.50 | % | 1.50 | % | 0 | % | ||||||||||
| 5 |
Approval of the agreements referred to in articles L. 225-38 and the following sections of the French commercial code |
| ||||||||||||||
| Adopted | 98.57 | % | 1.43 | % | 0 | % | ||||||||||
| 6 |
Approval of the agreements referred to in articles L. 225-38 and the following sections of the French commercial code |
| ||||||||||||||
| Adopted | 87.81 | % | 12.19 | % | 0 | % | ||||||||||
| 7 |
Approval of 2018 Stock Option Plan and payment for the stock options or stock purchase plan adopted by the Board of Directors on August 1, 2018 |
| ||||||||||||||
| Adopted | 95.55 | % | 4.45 | % | 0 | % | ||||||||||
| 8 |
Authorization to be given to the board of directors to buy back Company shares |
| ||||||||||||||
| Adopted | 96.85 | % | 3.15 | % | 0 | % | ||||||||||
| Extraordinary General Meeting |
|
|||||||||||||||
| # | RESOLUTION | RESULTS | FOR | AGAINST | ABSTAIN | |||||||||||
| 9 |
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 | 98.45 | % | 1.55 | % | 0 | % | ||||||||||
| 10 |
Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital by issuing ordinary shares and/or any securities, with a waiver of the preferential subscription rights of the shareholders, in favor of categories of persons meeting specified characteristics |
| ||||||||||||||
| Adopted | 73.84 | % | 26.10 | % | 0.06 | % | ||||||||||
| 11 |
Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital 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 specified characteristics |
| ||||||||||||||
| Adopted | 73.90 | % | 26.10 | % | 0 | % | ||||||||||
| 12 |
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, 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 | 73.84 | % | 26.10 | % | 0.06 | % | ||||||||||
| 13 |
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 or any securities, while maintaining the preferential subscription rights of shareholders |
| ||||||||||||||
| Adopted | 85.63 | % | 14.37 | % | 0 | % | ||||||||||
| 14 |
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 waiver of the preferential subscription rights of the shareholders, through a public offering |
| ||||||||||||||
| Adopted | 73.92 | % | 26.08 | % | 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 and/or of any securities, with 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 | 73.90 | % | 26.10 | % | 0 | % | ||||||||||
| 16 |
Delegation granted to the board of directors to increase the number of securities to be issued in case of share capital increase with or without preferential subscription rights |
| ||||||||||||||
| Adopted | 73.90 | % | 26.10 | % | 0 | % | ||||||||||
| 17 |
Overall limitations to the amount of issuances made under the 10th resolution, the 11th resolution, the 12th resolution, the 13th resolution, the 14th resolution, 15th resolution and the 16th resolution above |
| ||||||||||||||
| Adopted | 88.39 | % | 11.61 | % | 0 | % | ||||||||||
| 18 |
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 others |
| ||||||||||||||
| Adopted | 98.52 | % | 1.48 | % | 0 | % | ||||||||||
| 19 |
Authorization to be given to the board of directors to grant options to subscribe or purchase Company’s shares |
| ||||||||||||||
| Rejected | 63.31 | % | 36.69 | % | 0 | % | ||||||||||
| 20 |
Authorization be given to the board of directors for the allocation of free shares existing and/or to be issued in the future |
| ||||||||||||||
| Rejected | 63.30 | % | 36.70 | % | 0 | % | ||||||||||
| 21 |
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 |
| ||||||||||||||
| Rejected | 63.38 | % | 36.62 | % | 0 | % | ||||||||||
| 22 |
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 in favor of the following category of beneficiaries: employees and corporate officers of the Company and its subsidiaries |
| ||||||||||||||
| Rejected | 63.31 | % | 36.69 | % | 0 | % | ||||||||||
| 23 |
Authorization for the board of directors to freely allocate preferred shares of the Company to the employees and and/or the executive officers of the Company and its subsidiaries entailing the waiver by the shareholders of their preferential subscription rights |
| ||||||||||||||
| Adopted | 71.22 | % | 28.78 | % | 0 | % | ||||||||||
| 24 |
Overall limitations to the amount of issues made under the 19th resolution, the 20th resolution, 21st resolution, the 22nd resolution and the 23rd resolution above |
| ||||||||||||||
| Adopted | 89.92 | % | 10.08 | % | 0 | % | ||||||||||
| 25 |
Delegation to be granted to the board of directors for the purpose of an increase in the share capital whose subscription would be reserved to members of a company savings plan established pursuant to articles L. 3332-1 and following of the French labor code |
| ||||||||||||||
| Rejected | 38.07 | % | 61.93 | % | 0 | % | ||||||||||