0001627281 2026-08-06 2026-08-06 0001627281 1 2026-08-06 2026-08-06 0001627281 2 2026-08-06 2026-08-06 iso4217:USD pure shares S-8 S-8 EX-FILING FEES 0001627281 Cellectis S.A. N/A false false S-8 Cellectis S.A. Equity Ordinary Shares, euro 0.05 nominal value per share; 2026 Stock Option Plan true 4023640 2.76 11105246.40 0.0001381 1533.63 Equity Ordinary Shares, euro 0.05 nominal value per share; 2026 Free Shares Plan true 4023640 2.76 11105246.40 0.0001381 1533.63 22210492.80 3067.26 0.00 3067.26 (1) These shares may be represented by the Registrant's American Depositary Shares (each, an "ADS"). Each ADS represents one of the Registrant's Ordinary Shares (each, an "Ordinary Share"). ADSs issuable upon deposit of the Ordinary Shares registered hereby were registered pursuant to a separate Registration Statement on Form F-6 (File No. 333-202488). (2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional Ordinary Shares that become issuable under the Registrant's 2026 Stock Option Plan, dated August 6, 2026 (the "2026 Stock Option Plan"), or the Registrant's 2026 Free Shares Plan, dated August 6, 2026 (the "2026 Free Shares Plan"), or by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant's outstanding Ordinary Shares. (3) The shareholders authorization relating to the Ordinary Shares reserved for issuance upon stock option and free share grants covered by this Registration Statement restricts the aggregate number of Ordinary Shares issuable to an aggregate of 4,023,640 Ordinary Shares. Accordingly, notwithstanding the 8,047,280 Ordinary Shares registered on this Registration Statement, the aggregate amount issuable upon issuances cannot exceed 4,023,640 Ordinary Shares. (4) Represents Ordinary Shares reserved for future issuance upon the exercise of stock options issuable under the 2026 Stock Option Plan. (6) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act based upon the price of $2.76 per ADS, which was the average of the high and low prices of the ADS as reported on the Nasdaq Stock Market LLC on July 31, 2026. (1) These shares may be represented by the Registrant's American Depositary Shares (each, an "ADS"). Each ADS represents one of the Registrant's Ordinary Shares (each, an "Ordinary Share"). ADSs issuable upon deposit of the Ordinary Shares registered hereby were registered pursuant to a separate Registration Statement on Form F-6 (File No. 333-202488). (2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional Ordinary Shares that become issuable under the Registrant's 2026 Stock Option Plan, dated August 6, 2026 (the "2026 Stock Option Plan"), or the Registrant's 2026 Free Shares Plan, dated August 6, 2026 (the "2026 Free Shares Plan"), or by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant's outstanding Ordinary Shares. (3) The shareholders authorization relating to the Ordinary Shares reserved for issuance upon stock option and free share grants covered by this Registration Statement restricts the aggregate number of Ordinary Shares issuable to an aggregate of 4,023,640 Ordinary Shares. Accordingly, notwithstanding the 8,047,280 Ordinary Shares registered on this Registration Statement, the aggregate amount issuable upon issuances cannot exceed 4,023,640 Ordinary Shares. (5) Represents Ordinary Shares reserved for future issuance under the 2026 Free Shares Plan. (6) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act based upon the price of $2.76 per ADS, which was the average of the high and low prices of the ADS as reported on the Nasdaq Stock Market LLC on July 31, 2026.