Cellectis SA ADR 2025年年度报告和过渡报告

FORM20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedDecember 31,2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Date of event requiring this shell company reportFor the transition period fromto.Commission file number001-36891 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 Jarry75013Paris,France(Address of principal executive office) Marie-Bleuenn TerrierGeneral Counsel Cellectis S.A.8, rue de la Croix Jarry75013Paris,FranceTel: +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 classTradingSymbolName of each exchange on which registeredAmerican Depositary Shares, each representing one“CLLS”NasdaqGlobal MarketAmerican Depositary Shares, each representing oneOrdinary shares, nominal value €0.05 per share*NasdaqGlobal Market* *Not for trading, but only in connection with the registration of the American Depositary Shares. Securities registered pursuant to Section 12(g) of the Act. 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: 100,093,873shares, nominal value €0.05 per share, comprising72,093,873ordinary shares,10,000,000class A convertible preferred shares (with voting rights) and18,000,000class B convertible preferredshares (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 13or 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 SecuritiesExchange 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen 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 toRule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, or an emerging growthcompany. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. 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 theregistrant 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 itsAccounting 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 ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 registrantincluded 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-basedcompensation 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 acc