CLLS 6-K: Board Refresh and New Audit Chair André Muller Appointed

Rhea-AI Filing Summary

Cellectis S.A. (Nasdaq: CLLS) filed a Form 6-K to disclose outcomes of its 26 June 2025 Combined General Meeting of Shareholders and subsequent Board re-composition. The filing formally incorporates the voting tally (Exhibit 99.1) and the accompanying press release (Exhibit 99.2) into several active U.S. shelf and equity compensation registration statements.

Board and Audit Committee changes: Shareholders elected André Muller to the Board with immediate effect. Concurrently, the mandate of Axel-Sven Malkomes lapsed and the previously announced resignation of Pierre Bastid became effective. Following these departures, the Board re-constituted its Audit Committee, naming Mr. Muller as Chair alongside Donald Bergstrom and Rainer Boehm. The company states that all three members meet both Nasdaq Global Market and SEC Rule 10A-3 independence criteria, ensuring continued compliance with U.S. listing requirements.

No financial statements, operational updates, or transaction details were provided in this submission. The report is limited to corporate governance matters and does not indicate any anticipated impact on Cellectis’ financial performance or strategic direction.

Insights

Corporate Governance Expert

TL;DR: Routine board refresh; maintains audit independence, limited direct financial impact.

The 6-K is largely procedural. Introducing André Muller and re-configuring the Audit Committee keeps Cellectis aligned with Nasdaq and SEC governance rules. Independence confirmation mitigates potential audit-oversight risks, preserving investor confidence. However, no information suggests strategic redirection or financial ramifications. Such governance updates are generally neutral for valuation unless the new director brings unique expertise, which is not detailed here.

Form 6-K: How Foreign Companies Report to the SEC →

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

under the Securities Exchange Act of 1934

Date of Report: June 26, 2025

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.

The information included in this report on Form 6-K under the caption “—Board Changes” (including Exhibit 99.2) below shall be deemed to be incorporated by reference in the registration statements of Cellectis S.A. on Form F-3 (No. 333-265826 and 333-284302) and Form S-8 (Nos. 333-204205, 333-214884, 333-222482, 333-227717, 333-258514, 333-267760, 333-273777 and 333-284301), 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 26, 2025. The voting results of the Meeting, attached as Exhibit 99.1 hereto, are incorporated by reference herein.

Board Changes

During the Company’s Combined General Meeting of Shareholders on June 26, 2025, André Muller was appointed as a Director of the Company’s Board of Directors, effective immediately. A press release relating to Mr. Muller’s appointment is attached as Exhibit 99.2 hereto and is incorporated by reference herein.

In addition, at the close of the Combined General Meeting of Shareholders, the term of Axel-Sven Malkomes expired and the previously announced resignation of Pierre Bastid became effective.

In connection with the above-mentioned changes to the Board of Directors, the Board of Directors have appointed André Muller (Chair), Donald Bergstrom, and Rainer Boehm as the members of the Company’s Audit Committee. Each of Messrs. Muller, Bergstrom and Boehm is independent, as such term is defined un Rule 10A-3 under the U.S. Securities Exchange Act of 1934 and the independence standards of the Nasdaq Global Market.

EXHIBITS

Exhibit		Title
99.1		Voting Results for the Combined General Meeting of Shareholders
99.2		Press release regarding board appointment

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, 2025				By:		/s/ André Choulika
						André Choulika
						Chief Executive Officer

FAQ

What board changes did Cellectis (CLLS) announce on 26 June 2025?

Shareholders elected André Muller as director; terms for Axel-Sven Malkomes ended and Pierre Bastid’s resignation took effect.

Who are the new members of Cellectis’ Audit Committee?

The Audit Committee now comprises André Muller (Chair), Donald Bergstrom, and Rainer Boehm, all deemed independent under SEC and Nasdaq rules.

Does the Form 6-K include any financial or earnings data for Cellectis?

No. The filing is limited to governance matters; it contains no financial statements or earnings figures.

Are the voting results from the 2025 Combined General Meeting available?

Yes. Detailed voting outcomes are provided in Exhibit 99.1, incorporated by reference into the Form 6-K.

Will this governance update affect Cellectis’ U.S. registration statements?

The board-change section is explicitly incorporated into existing Form F-3 and Form S-8 registrations but does not alter their terms.