Cellectis — Annual Report 2024

Mar 14, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 , 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number 001-36891

CELLECTIS S.A.

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)

France

(Jurisdiction of incorporation or organization)

Cellectis S.A.

8, rue de la Croix Jarry

75013 Paris , France

(Address of principal executive office)

Marie-Bleuenn Terrier General Counsel Cellectis S.A.

8, rue de la Croix Jarry

75013 Paris , France

Tel: + 33 (0) 1 81 69 16 00 , Fax: +33 (0)1 81 69 16 06

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol	Name of each exchange on which registered
American Depositary Shares, each representing one	“ CLLS ”	Nasdaq Global Market
American Depositary Shares, each representing one
Ordinary shares, nominal value €0.05 per share*		Nasdaq Global Market*

• No t for trading, but only in connection with the registration of the American Depositary Shares.

Securities registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of the issuer’s classes of capital stock as of the close of the period covered by the annual report.

Outstanding capital stock as of December 31, 2024: 100,093,873 shares, nominal value €0.05 per share, comprising 72,093,873 ordinary shares, 10,000,000 class A convertible preferred shares (with voting rights) and 18,000,000 class B convertible preferred shares (with no voting rights).

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark, if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated file	☐	Emerging Growth Company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included on the filing reflect the correction of an error to previously issued financial statements ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

Auditor Firm Id: 1253	Auditor Name: KPMG SA	Auditor Location: Paris-La Defense, France
Auditor Firm Id: 1704	Auditor Name: Ernst & Young et Autres	Auditor Location: Courbevoie, France

Table of Contents

EXPLANATORY NOTE

Cellectis S.A. (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) on Form 20-F/A to amend its Annual Report on Form 20-F for the fiscal year ended December 31, 2024 (the “Original Form 20-F”), which was originally filed with the Securities and Exchange Commission (“SEC”) on March 14, 2025.

This Amendment No. 1 is being filed solely to provide (i) an updated Exhibit 15.1 (Consent of KPMG SA) to correct an administrative error in such Exhibit 15.1 in the Original Form 20-F, where the conformed signature of KPMG SA was inadvertently omitted and (ii) an updated Exhibit 15.2 (Consent of Ernst & Young et Autres) to correct an administrative error in such Exhibit 15.2 in the Original Form 20-F, where the incorrect date of the consent was inadvertently included. The updated consents are included with this Amendment No. 1.

This Amendment No. 1 speaks as of the date of the Original Form 20-F. Except as described above, the Company has not modified or updated disclosures made in the Original Form 20-F in this Amendment No. 1. Accordingly, this Amendment No. 1 does not reflect events occurring after the filing of the Original Form 20-F or modify or update any disclosures affected by subsequent events.

This Amendment No. 1 consists of a cover page, this explanatory note, the signature page, Exhibits 12.1 and 12.2 (new certifications by the Company’s principal executive officer and principal financial officer as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended) and the updated Exhibits 15.1 and 15.2.

ITEM 19. EXHIBITS

Exhibit Index

The following exhibits are filed as part of this Annual Report:

Exhibit Number — 1.1#	Description of Exhibit — By-laws (Statuts) of the registrant	20-F	001-36891	1.1	March 14, 2025
2.1#	Form of Deposit Agreement	F-1	333-202205	4.1	March 10, 2015
2.2#	Form of American Depositary Receipt (included in Exhibit 2.1)	F-1	333-202205	Included in 4.1	March 10, 2015
2.3#	Description of Securities registered under Section 12 of the Exchange Act	20-F	001-36891	2.3	March 14, 2025
4.1#*	Exclusive Patent License Agreement between Regents of the University of Minnesota and Cellectis S.A., dated January 10, 2011	F-1	333-202205	10.6	March 12, 2015
4.1.1#*	First Amendment to the Exclusive Patent License Agreement between Regents of the University of Minnesota and Cellectis S.A., dated May 24, 2012	F-1	333-202205	10.6.1	March 12, 2015
4.1.2#*	Second Amendment to the Exclusive Patent License Agreement between Regents of the University of Minnesota and Cellectis S.A., dated April 1, 2014	F-1	333-202205	10.6.2	March 12, 2015
4.1.3#*	Third Amendment to the Exclusive Patent License Agreement between Regents of the University of Minnesota and Cellectis S.A., dated December 16, 2015	20-F	001-36891	4.6.3	March 13, 2018
4.1.4#**	Fourth Amendment to the Exclusive Patent License Agreement between Regents of the University of Minnesota and Cellectis S.A., dated November 4, 2022	20-F	001-36891	4.1.4	March 14, 2023
4.2#	Patent & Technology License Agreement between Ohio State Innovation Foundation and Cellectis S.A., dated October 23, 2014	20-F	001-36891	4.7	March 12, 2019
4.3#	Form Change in Control Agreement	20-F	001-36891	4.3	March 14, 2023
4.4#	2024 Employees Change of Control Plan, dated May 27, 2024	20-F	001-36891	4.4	March 14, 2025
4.5†#	2012 Free Share Plan	F-1	333-202205	10.13	March 10, 2015
4.6†#	2013 Free Share Plan	F-1	333-202205	10.14	March 10, 2015
4.7†#	2014 Free Share Plan	F-1	333-202205	10.15	March 10, 2015
4.8†#	2015 Free Share Plan	20-F	001-36891	4.16	March 10, 2015
4.9†#	2015 Stock Option Plan	20-F	001-36891	4.17	March 10, 2015
4.10†#	2016 Stock Option Plan	S-8	333-214884	99.1	December 2, 2016
4.11†#	2017 Stock Option Plan	S-8	333-222482	99.1	January 9, 2018
4.12†#	Free Share 2018 Plan	S-8 POS	333-222482	99.3	April 13, 2018
4.13†#	2018 Stock Option Plan	S-8	333-227717	99.1	October 5, 2018
4.14†#	Summary of BSA Plan	S-8	333-227717	99.2	October 5, 2018
4.15†#	Second Free Share 2018 Plan	S-8 POS	333-227717	99.3	March 4, 2021
4.16†#	2021 Stock Option Plan	S-8	333-258514	99.1	August 5, 2021
4.17†#	2021 Free Shares Plan	S-8	333-258514	99.2	August 5, 2021
4.18†#	2022 Stock Option Plan	S-8	333-267760	99.1	October 6, 2022
4.19†#	2022 Free Shares Plan	S-8	333-267760	99.2	October 6, 2022
4.20†#	2023 Stock Option Plan	S-8	333-273777	99.1	August 7, 2023
4.21†#	2023 Free Shares Plan	S-8	333-273777	99.2	August 7, 2023

2

4.22#**	License Agreement between Allogene Therapeutics, Inc. and Cellectis S.A. dated March 8, 2019	20-F/A	001-36891	4.25	April 25, 2019
4.23#**	License, Development and Commercialization Agreement between Les Laboratoires Servier and Cellectis S.A. dated March 6, 2019	20-F/A	001-36891	4.26	April 25, 2019
4.24#**	Amendment No. 1 to License, Development and Commercialization Agreement between Les Laboratoires Servier and Cellectis S.A. dated March 4, 2020	20-F	001-36891	4.26.1	March 5, 2020
4.25†#	2024 Stock Options Plan	S-8	333-284301	99.1	January 15, 2025
4.26†#	2024 Free Shares Plan	S-8	333-284301	99.1	January 15, 2025
4.27	[Reserved.]
4.28	[Reserved.]
4.29#	Sales Agreement, dated as of March 29, 2021, by and between Cellectis S.A. and Jefferies LLC	6-K	001-36891	1.1	March 29, 2021
4.29.1#	Amendment No. 1 to the Sales Agreement between Jefferies LLC and Cellectis S.A., dated January 4, 2023	6-K	001-36891	1.2	January 4, 2023
4.30#**	Credit Facility Agreement between the European Investment Bank and Cellectis S.A., dated December 28, 2022	20-F	001-36891	4.26	March 14, 2023
4.31#**	Joint Research and Collaboration Agreement dated November 1, 2023 between Cellectis S.A. and AstraZeneca Ireland Limited	6-K	001-36891	99.1	November 9, 2023
4.32#**	Initial Investment Agreement dated November 1, 2023 between AstraZeneca Holdings B.V. and Cellectis S.A.	6-K	001-36891	99.2	November 9, 2023
4.33#**	Subsequent Investment Agreement dated November 14, 2023 between AstraZeneca Holdings B.V. and Cellectis S.A	6-K	001-36891	99.3	November 9, 2023
4.34#**	Subscription Agreement for Warrants to be issued by Cellectis S.A. dated March 30, 2023	20-F	001-36891	4.34	March 14, 2025
8.1#	List of subsidiaries of the registrant	20-F	001-36891	8.1	March 14, 2025
11.1#	Insider Trading Policy	20-F	001-36891	11.1	March 14, 2025
12.1	Certificate of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				Filed herewith
12.2	Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				Filed herewith
13.1#	Certification by the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	20-F	001-36891	13.1	March 14, 2025
13.2#	Certification by the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	20-F	001-36891	13.2	March 14, 2025
15.1	Consent of KPMG SA (PCAOB #1253)				Filed herewith
15.2	Consent of Ernst & Young et Autres (PCAOB # 1704)				Filed herewith
97.1#	Compensation Recoupment Policy of Cellectis	20-F	001-36891	97.1	March 14, 2025

101

The following materials from Cellectis S.A.’s Report on Form 20.F formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Statements of Consolidated Financial Position, (ii) the Statements of Consolidated Operations, (iii) the Statements of Consolidated Comprehensive Income (Loss), (iv) the Statements of Consolidated Cash Flows, (v) the Statements of Changes in Consolidated Shareholders’ Equity, and (vi) Notes to the Consolidated Financial Statements.

104.1

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

† Indicates a management contract or any compensatory plan, contract or arrangement.

Indicates a document previously filed with the Commission.

• Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment.

** Portions of this exhibit (indicated by asterisks) have been omitted because they are not material and would likely cause competitive harm if disclosed.

4

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the Annual Report on its behalf.

CELLECTIS S.A.
/s/ André Choulika
By: André Choulika
Title: Chief Executive Officer

Date: March 14, 2025