Shareholders of Cellectis (NASDAQ: CLLS) reject savings plan issue

Rhea-AI Filing Summary

Cellectis S.A. filed an amended Form 6-K to correct a clerical error in the previously reported voting results of its Combined General Meeting of Shareholders held on June 25, 2026. The vote tallies themselves were already accurate and remain unchanged.

The amendment clarifies that Resolution 30, a delegation of authority to increase share capital for members of a company savings plan, was in fact rejected, not carried. Shareholders voted 57,625,365 votes (85.19%) against and 10,014,708 votes (14.81%) for this resolution. All other resolutions, including approval of 2025 financial statements, multiple capital increase delegations, share buyback authority, and equity-based compensation authorizations, were correctly reported as carried.

Key Figures

Resolution 30 against votes: 57,625,365 votes Resolution 30 for votes: 10,014,708 votes Quorum: 55.840 % +3 more

6 metrics

Resolution 30 against votes 57,625,365 votes Against delegation for company savings plan share issue; 85.19%

Resolution 30 for votes 10,014,708 votes For delegation for company savings plan share issue; 14.81%

Quorum 55.840 % Share capital represented at Combined General Meeting

Share capital represented 46,175,805 shares Shares represented by votes cast; 45.858% of share capital

Resolution 1 for votes 67,602,922 votes Approval of 2025 annual financial statements; 99.94% for

Resolution 26 for votes 57,718,196 votes Options to subscribe for or purchase shares; 99.37% for

Key Terms

Combined General Meeting of Shareholders, preferential subscription rights, At-the-market, delegation of authority, +1 more

5 terms

Combined General Meeting of Shareholders financial

"Cellectis S.A. (the “Company”) held its Combined General Meeting of Shareholders on June 25, 2026."

preferential subscription rights financial

"with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics"

Preferential subscription rights are a temporary opportunity given to existing shareholders to buy new shares before those shares are offered to the public, letting them keep their ownership stake instead of being diluted. Think of it like being offered the first chance to buy extra tickets when an event sells more seats; for investors, exercising those rights preserves voting power and value, while selling the rights can raise cash or offset the impact of a company’s fundraising.

At-the-market financial

"in the framework of an equity financing program on the American market known as “At-the-market” or “ATM”"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

delegation of authority financial

"delegation of authority to be granted to the Board of Directors to increase the share capital"

company savings plan financial

"the subscription of which would be reserved for the members of a company savings plan"

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Available on EDGAR 06/26/2026 - 04:30 PM Accepted by SEC EDGAR 06/26/2026 - 04:30 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

(Amendment No. 1)

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

Date of Report: June 26, 2026

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 

Cellectis S.A.

Explanatory Note

This Amendment No. 1 to the Report of Foreign Private Issuer on Form 6-K, originally filed on June 25, 2026, is being filed solely to correct a clerical error in the voting results previously reported in Exhibit 99.1 to the original Form 6-K. Due to the clerical error, Resolution 30 was improperly identified as “Carried”. The reported voting tallies were correctly reported and remain unchanged. The corrected voting results of the Meeting, attached as Exhibit 99.1 hereto, are corrected to show that Resolution 30 was “Rejected” and replace the results previously reported. There are no other changes to the previously reported voting results.

The information included in this report on Form 6-K/A, including Exhibit 99.1, shall be deemed to be incorporated by reference in the registration statements of Cellectis S.A. on Form F-3 (Nos. 333-284302 and 333-288491) and Form S-8 (Nos. 333-204205, 333-214884, 333-222482, 333-227717, 333-258514, 333-267760, 333-273777, 333-284301 and 333-290218), to the extent not superseded by documents or reports subsequently filed.

Combined Shareholders Meeting Voting Results

Cellectis S.A. (the “Company”) held its Combined General Meeting of Shareholders on June 25, 2026. The voting results of the Meeting, attached as Exhibit 99.1 hereto, are incorporated by reference herein.

EXHIBITS

Exhibit		Title
99.1		Voting Results for the Combined General Meeting of Shareholders

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.
June 26, 2026				By:		/s/ André Choulika
						André Choulika
						Chief Executive Officer

Exhibit 99.1

Voting Results for the Combined General Meeting of Shareholders

N°	Resolution	Results	For		Against		Vote Whithhold		Total votes	Shares represented by the votes cast	Percentage of the share capital represented by the votes cast	Out of voting rights	Null voting rights	Quorum
			Votes	%	Votes	%	Votes	%
1	approval of the annual financial statements for the financial year ended December 31, 2025
	1	Carried	67 602 922	99.94 %	39 009	0.06 %	3 401	-	67 641 931	46 175 805	45.858 %	0	0	55.840 %
2	approval of the consolidated financial statements for the financial year ended December 31, 2025
	2	Carried	67 602 055	99.94 %	39 909	0.06 %	3 368	-	67 641 964	46 175 805	45.858 %	0	0	55.840 %
3	allocation of the results for the financial year ended December 31, 2025
	3	Carried	67 602 755	99.94 %	39 209	0.06 %	3 368	-	67 641 964	46 175 805	45.858 %	0	0	55.840 %
4	allocation of losses carried forward to the “share premium” account
	4	Carried	67 601 711	99.94 %	40 070	0.06 %	3 551	-	67 641 781	46 175 805	45.858 %	0	0	55.840 %
5	review of the agreements considered in articles L. 225-38 et seq. of the French Commercial Code
	5	Carried	57 912 254	99.71 %	170 143	0.29 %	3 401	-	58 082 397	40 302 558	40.025 %	9 559 534	0	55.840 %
6	renewal of the appointment of Mr. Jean-Pierre Garnier as a member of the Board of Directors
	6	Carried	63 624 093	94.06 %	4 014 351	5.94 %	6 888	-	67 638 444	46 175 805	45.858 %	0	0	55.840 %

N°	Resolution	Results	For		Against		Vote withhold		Total votes	Shares represented by the votes cast	Percentage of the share capital represented by the votes cast	Out of voting rights	Null voting rights	Quorum
			Votes	%	Votes	%	Votes	%
7	renewal of the appointment of Mr. Laurent Arthaud as a member of the Board of Directors
	7	Carried	63 897 718	94.47 %	3 740 726	5.53 %	6 888	-	67 638 444	46 175 805	45.858 %	0	0	55.840 %
8	renewal of the appointment of Mr. Rainer Boehm as a member of the Board of Directors
	8	Carried	64 088 202	94.75 %	3 550 242	5.25 %	6 888	-	67 638 444	46 175 805	45.858 %	0	0	55.840 %
9	renewal of the appointment of Ms. Cécile Chartier as a member of the Board of Directors
	9	Carried	67 454 201	99.73 %	184 576	0.27 %	6 555	-	67 638 777	46 175 805	45.858 %	0	0	55.840 %
10	authorization to the Board of Directors to buy back shares of the Company
	10	Carried	67 254 266	99.42 %	389 659	0.58 %	1 407	-	67 643 925	46 175 805	45.858 %	0	0	55.840 %

N°	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 voting rights	Null voting rights	Quorum
			Votes	%	Votes	%	Votes	%
11	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
	11	Carried	67 279 730	99.46 %	361 945	0.54 %	3 657	-	67 641 675	46 175 805	45.858 %	0	0	55.840 %
12	amendment of the age limit applicable to the chairman of the board of directors – subsequent amendment of the articles of association
	12	Carried	67 210 181	99.36 %	433 461	0.64 %	1 690	-	67 643 642	46 175 805	45.858 %	0	0	55.840 %
13	delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares and/or any 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)
	13	Carried	66 154 196	97.80 %	1 489 596	2.20 %	1 540	-	67 643 792	46 175 805	45.858 %	0	0	55.840 %
14	delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any securities. with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (credit institutions. investment services providers or members of an investment pool guaranteeing the completion of the considered issue)
	14	Carried	66 198 925	97.86 %	1 444 867	2.14 %	1 540	-	67 643 792	46 175 805	45.858 %	0	0	55.840 %
15	delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future 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)
	15	Carried	66 195 038	97.86 %	1 445 567	2.14 %	4 727	-	67 640 605	46 175 805	45.858 %	0	0	55.840 %
16	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.
	16	Carried	66 176 061	97.83 %	1 467 731	2.17 %	1 540	-	67 643 792	46 175 805	45.858 %	0	0	55.840 %

N°	Resolution	Results	For		Against		Vote withhold		Total votes	Shares represented by the votes cast	Percentage of the share capital represented by the votes cast	Out of voting rights	Null voting rights	Quorum
			Votes	%	Votes	%	Votes	%
17	delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any securities. with cancellation of shareholders’ preferential subscription rights in favor of a category of persons meeting specified characteristics (multilateral or national development bank or other institution participating in the financing and support of companies in the context of promoting innovation in the health and life sciences sectors)
	17	Carried	66 221 177	97.90 %	1 422 615	2.10 %	1 540	-	67 643 792	46 175 805	45.858 %	0	0	55.840 %
18	delegation of authority to be granted to the Board of Directors to decide on the issue of ordinary shares to be issued immediately or in the future by the Company. with cancellation of shareholders’ preferential subscription rights in favor of a category of persons meeting specified characteristics in the framework of an equity financing program on the American market known as “At-the-market” or “ATM”
	18	Carried	66 221 871	97.90 %	1 421 960	2.10 %	1 501	-	67 643 831	46 175 805	45.858 %	0	0	55.840 %
19	delegation of authority to be granted to the Board of Directors to increase the capital. within the limit of 30% of the capital. by issuing ordinary shares and/or any securities with cancellation of shareholders' preferential subscription rights in favor of specifically designated persons - delegation to the Board of Directors of the power to designate them
	19	Carried	64 427 614	95.25 %	3 215 978	4.75 %	1 740	-	67 643 592	46 175 805	45.858 %	0	0	55.840 %
20	delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any other securities giving access to the share capital. with the shareholders' preferential subscription rights maintained
	20	Carried	67 271 358	99.45 %	372 393	0.55 %	1 581	-	67 643 751	46 175 805	45.858 %	0	0	55.840 %
21	delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future through the issue of ordinary shares or any securities. with cancellation of the shareholders’ preferential subscription rights by way of a public offering (other than the offers referred to in paragraph 1° of Article L. 411-2 of the French Monetary and Financial Code)
	21	Carried	66 221 778	97.90 %	1 421 943	2.10 %	1 611	-	67 643 721	46 175 805	45.858 %	0	0	55.840 %
22	delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future through the issue of ordinary shares or any securities. with cancellation of the shareholders’ preferential subscription rights by way of an offer referred to in paragraph 1° of Article L. 411-2 of the French Monetary and Financial Code
	22	Carried	66 218 681	97.90 %	1 421 895	2.10 %	4 756	-	67 640 576	46 175 805	45.858 %	0	0	55.840 %

N°	Resolution	Results	For		Against		Vote withhold		Total votes	Shares represented by the votes cast	Percentage of the share capital represented by the votes cast	Out of voting rights	Null voting rights	Quorum
			Votes	%	Votes	%	Votes	%
23	delegation of authority to be granted to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights
	23	Carried	66 231 759	97.91 %	1 411 995	2.09 %	1 578	-	67 643 754	46 175 805	45.858 %	0	0	55.840 %
24	overall limitations on the amount of issues made under the Thirteenth resolution to the Twenty-Third resolution
	24	Carried	67 457 670	99.73 %	182 903	0.27 %	4 759	-	67 640 573	46 175 805	45.858 %	0	0	55.840 %
25	delegation of authority to be granted to the Board of Directors to increase the share capital by incorporation of premiums. reserves. profits or other
	25	Carried	67 452 616	99.72 %	191 138	0.28 %	1 578	-	67 643 754	46 175 805	45.858 %	0	0	55.840 %
26	authorization to be granted to the Board of Directors to grant options to subscribe for or purchase ordinary shares in the Company. entailing a waiver by the shareholders of their preferential subscription rights
	26	Carried	57 718 196	99.37 %	366 095	0.63 %	9 561 041	-	58 084 291	46 175 805	45.858 %	0	0	55.840 %
27	authorization to be granted to the Board of Directors to proceed with free allocations of ordinary shares of the Company. to the benefit of employees and/or corporate officers of the Company and its subsidiaries. entailing the waiver by the shareholders of their preferential subscription rights
	27	Carried	57 717 972	99.37 %	366 119	0.63 %	9 561 241	-	58 084 091	46 175 805	45.858 %	0	0	55.840 %
28	determination of the total amount of the capital increases that may be carried out by virtue of the aforementioned authorization to grant options to subscribe for or purchase shares and the aforementioned authorization to grant free shares
	28	Carried	67 464 267	99.73 %	179 558	0.27 %	1 507	-	67 643 825	46 175 805	45.858 %	0	0	55.840 %

N°	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 voting rights	Null voting rights	Quorum
			Votes	%	Votes	%	Votes	%
29	amendment of Article 18 of the Bylaws relating to general meetings in order to comply with new legislative and regulatory provisions
	29	Carried	67 470 247	99.74 %	173 617	0.26 %	1 468	-	67 643 864	46 175 805	45.858 %	0	0	55.840 %
30	delegation of authority to be granted 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
	30	Rejected	10 014 708	14.81 %	57 625 365	85.19 %	5 259	-	67 640 073	46 175 805	45.858 %	0	0	55.840 %

FAQ

What does Cellectis (CLLS) correct in this amended Form 6-K?

Cellectis corrects a clerical error in the classification of Resolution 30 from its June 25, 2026 shareholder meeting. The vote tallies were already accurate; the amendment clarifies that Resolution 30 was rejected rather than carried, while all other resolutions remain unchanged.

Which Cellectis (CLLS) shareholder resolution was rejected and how did the vote break down?

Resolution 30 was rejected. It proposed delegating authority to increase share capital for a company savings plan. Shareholders cast 57,625,365 votes against (85.19%) and 10,014,708 votes for (14.81%), with a total of 67,640,073 votes represented on this item.

Were Cellectis’s 2025 financial statements approved at the June 25, 2026 meeting?

Yes. Resolution 1, approving the annual financial statements for the year ended December 31, 2025, was carried with 67,602,922 votes for (99.94%) and 39,009 votes against (0.06%). The consolidated financial statements under Resolution 2 were approved with similarly strong support.

Did Cellectis (CLLS) shareholders renew key board appointments at the meeting?

Yes. Resolutions 6 to 9, covering renewals of board members including Jean-Pierre Garnier, Laurent Arthaud, Rainer Boehm, and Cécile Chartier, were all carried. Support ranged from about 94% to nearly 100% of votes cast in favor for each renewal.

What capital-related authorizations did Cellectis shareholders approve?

Shareholders approved multiple delegations allowing the board to increase share capital through various types of issues, both with and without preferential subscription rights. They also authorized share buybacks, potential share cancellations, equity-based compensation plans, and overall issue limits, providing broad capital management flexibility.

What was the quorum and share capital represented at the Cellectis meeting?

For the resolutions listed, quorum was reported at 55.840%. Shares represented by the votes cast were 46,175,805, equal to 45.858% of the share capital. These figures applied consistently across the resolutions presented in the voting tables.

Filing Exhibits & Attachments

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