Cellectis shareholders approve capital powers, reject plan

Cellectis S.A. reported the results of its Combined General Meeting of Shareholders held on June 25, 2026.

Rhea-AI Filing Summary

Cellectis S.A. reported the results of its Combined General Meeting of Shareholders held on June 25, 2026. Shareholders approved the 2025 annual and consolidated financial statements, allocation of results, and review of regulated agreements, with around 99.9% of votes in favor on the core financial items.

The meeting renewed four directors, including Jean‑Pierre Garnier and Cécile Chartier, and authorized the Board to repurchase shares and cancel repurchased shares, each with more than 99% support. A broad set of capital increase delegations was approved, many with cancellation of preferential subscription rights for targeted investor categories, including an equity financing program on the U.S. market through an “at‑the‑market” facility.

Shareholders also approved authorizations for stock options and free share grants, as well as related caps, and amended bylaws to reflect new legal provisions. One item, a capital increase reserved for members of a company savings plan, was rejected, receiving about 14.8% votes in favor and 85.2% against. Quorum reached 55.840%, with 46,175,805 shares represented, or 45.858% of the share capital.

Key Figures

Approval of annual financial statements: 67,602,922 votes (99.94% for) Approval of consolidated financial statements: 67,602,055 votes (99.94% for) Share buyback authorization support: 67,254,266 votes (99.42% for) +5 more

8 metrics

Approval of annual financial statements 67,602,922 votes (99.94% for) Resolution 1, year ended December 31, 2025

Approval of consolidated financial statements 67,602,055 votes (99.94% for) Resolution 2, year ended December 31, 2025

Share buyback authorization support 67,254,266 votes (99.42% for) Resolution 10, share repurchase authority

Capital reduction by share cancellation 67,279,730 votes (99.46% for) Resolution 11, cancel repurchased shares

ATM equity program delegation 66,221,871 votes (97.90% for) Resolution 18, U.S. At-the-market program

Employee savings plan capital increase 10,014,708 for (14.81%), 57,625,365 against (85.19%) Resolution 30, reserved capital increase rejected

Shares represented 46,175,805 shares (45.858% of capital) Participation at the meeting

Quorum 55.840% Quorum for the Combined General Meeting

Key Terms

preferential subscription rights, At-the-market, company savings plan, equity financing program, +1 more

5 terms

preferential subscription rights financial

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

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

"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.

company savings plan financial

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

equity financing program financial

"in the framework of an equity financing program on the American market"

regulated agreements regulatory

"review of the agreements considered in articles L. 225-38 et seq. of the French Commercial Code"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cellectis (CLLS) shareholders decide about the 2025 financial statements?

Shareholders approved Cellectis’ 2025 annual and consolidated financial statements with about 99.9% of votes cast in favor. This confirms strong formal backing for the reported results and the company’s accounting for the year ended December 31, 2025.

Were Cellectis (CLLS) directors reappointed at the June 2026 meeting?

Yes. Shareholders renewed the appointments of Jean‑Pierre Garnier, Laurent Arthaud, Rainer Boehm, and Cécile Chartier to the Board. Support ranged from about 94% to nearly 100%, indicating broad approval of the existing board composition.

Did Cellectis (CLLS) shareholders approve share buybacks and potential cancellations?

Shareholders authorized the Board to buy back Cellectis shares and to reduce share capital by cancelling repurchased shares. Both authorizations passed with roughly 99–99.5% support, giving the Board flexibility to manage the share count if it chooses.

What capital increase powers did Cellectis (CLLS) shareholders grant the Board?

Multiple delegations allow the Board to increase share capital through issues of ordinary shares or securities, with or without preferential rights, including targeted investors and an American “At‑the‑market” equity program. Most of these resolutions passed with about 98–99% support.

Which Cellectis (CLLS) resolution failed at the 2026 shareholders’ meeting?

Only resolution 30, a capital increase reserved for members of a company savings plan, was rejected. It received about 14.81% votes in favor and 85.19% against, so the Board does not have this specific employee share subscription authority.

What was the quorum and participation at the Cellectis (CLLS) 2026 meeting?

Quorum reached 55.840%, with 46,175,805 shares represented, equal to 45.858% of the share capital. This level of participation provided sufficient voting power to validly adopt or reject the proposed resolutions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/25/2026 - 04:30 PM Learn about SEC filing dates

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 25, 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.

The information included in this report on Form 6-K, 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 25, 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	Carried	10 014 708	14.81 %	57 625 365	85.19 %	5 259	-	67 640 073	46 175 805	45.858 %	0	0	55.840 %

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