Intellia Therapeutics (NTLA) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on February 27, 2019

RegistrationNo. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORMS-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Intellia Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	36-4785571
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

40 Erie Street, Suite 130

Cambridge, Massachusetts (857)285-6200

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

Intellia Therapeutics, Inc. 2015 Amended and Restated Stock Option and Incentive Plan

Intellia Therapeutics, Inc. 2016 Employee Stock Purchase Plan

(Full title of the plans)

John Leonard, M.D.

President and Chief Executive Officer

40 Erie Street, Suite 130

Cambridge, Massachusetts

(857)285-6200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Arthur R. McGivern, Esq. William D. Collins, Esq. Goodwin Procter LLP 100 Northern Ave. Boston, Massachusetts 02210 (617)570-1000 José E. Rivera, Esq. Executive Vice President, General Counsel Intellia Therapeutics, Inc. 40 Erie Street, Suite 130 Cambridge, Massachusetts (857)285-6200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, 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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Intellia Therapeutics, Inc. 2016 Employee Stock Purchase Plan	876,090 shares (2)	$14.47 (4)	$12,677,022.30 (4)	$1,536.46
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Intellia Therapeutics, Inc. Amended and Restated 2015 Stock Option and Incentive Plan	3,504,363 shares (3)	$14.47 (4)	$50,708,132.61 (4)	$6,145.83

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.

(2) Represents an automatic increase to the number of shares available for issuance under the 2016 Employee Stock Purchase Plan (the “2016 ESPP”), of (i) 423,846 effective as of January 1, 2018 and (ii) 452,244 effective as of January 1, 2019. Shares available for issuance under the 2016 ESPP were previously registered on registration statements on FormS-8 filed with the Securities and Exchange Commission on May 6, 2016 (FileNo. 333-21200) and June 5, 2017 (FileNo. 333-218511).

(3) Represents an automatic increase to the number of shares available for issuance under the Amended and Restated 2015 Stock Option and Incentive Plan (the “2015 Plan”), of (i) 1,695,384 effective as of January 1, 2018 and (ii) 1,808,979 effective as of January 1, 2019. Shares available for issuance under the 2015 Plan were previously registered on registration statements onForm S-8 filed with the Securities and Exchange Commission on May 6, 2016 (FileNo. 333-21200) and June 5, 2017 (FileNo. 333-218511).

(4) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of $14.47, the average of the high and low price of the registrant’s Common Stock as reported on the NASDAQ Global Market on February 26, 2019.

Statement of Incorporation by Reference

This Registration Statement on FormS-8 is filed to register the offer and sale of (i) an additional 3,504,363 shares of the Registrant’s common stock, $0.0001 par value per share, to be issued under the Registrant’s Amended and Restated 2015 Stock Option and Incentive Plan and (ii) an additional 876,090 shares of the Registrant’s common stock, $0.0001 par value per share, to be issued under the Registrant’s 2016 Employee Stock Purchase Plan. This Registration Statement incorporates by reference the contents of the registration statement on FormS-8, FileNo. 333-211200, filed by the Registrant on May 6, 2016, and the registration relating to the Registrant’s Amended and Restated 2015 Stock Option and Incentive Plan and 2016 Employee Stock Purchase Plan pursuant to General Instruction E.

Part II

Information Required in the Registration Statement

Item 8. Exhibits.

See the Exhibit Index below for a list of exhibits filed as part of this registration statement on FormS-8, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

Number	Description
4.1	Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form8-K (FileNo. 001-37766) filed with the Securities and Exchange Commission on May 17, 2016)
4.2	Second Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form8-K (FileNo. 001-37766) filed with the Securities and Exchange Commission on May 17, 2016)
4.3	Second Amended and RestatedBy-Laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form8-K (FileNo. 001-37766) filed with the Securities and Exchange Commission on May 17, 2016)
4.4	Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated August  20, 2015 (incorporated by reference to Exhibit 4.1 of the Registration Statement on FormS-1 (FileNo.  333-210689) filed with the Securities and Exchange Commission on April 11, 2016)
4.5	Amendment No. 1 to Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated April  11, 2016 (incorporated by reference to Exhibit 4.2 of the Registration Statement on FormS-1 (FileNo.  333-210689) filed with the Securities and Exchange Commission on April 12, 2016)
4.6	Amendment No. 2 to Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated August  25, 2016 (incorporated by reference to Exhibit 4.3 of the Registration Statement on FormS-1 (FileNo.  333-210689) filed with the Securities and Exchange Commission on April 27, 2016)
5.1*	Opinion of Goodwin Procter LLP
23.1*	Consent of Goodwin Procter LLP (included in Exhibit 5.1)
23.2*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
24.1*	Power of attorney (included on the signature pages of this registration statement)
99.1	Amended and Restated 2015 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registration Statement on FormS-1 (FileNo. 333-210689) filed with the Securities and Exchange Commission on April 27, 2016)
99.2	2016 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 of the Registration Statement on FormS-1 (FileNo. 333-210689) filed with the Securities and Exchange Commission on April 27, 2016)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 27^th day of February, 2019.

INTELLIA THERAPEUTICS, INC.
By:	/s/ John Leonard
	John Leonard, M.D.
	President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of John Leonard, M.D., José E. Rivera, J.D. and Glenn Goddard as such person’s true and lawfulattorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on FormS-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any saidattorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.

Name	Title	Date
/s/    John Leonard John Leonard, M.D.	President, Chief Executive Officer and Director (Principal Executive Officer)	February 27, 2019
/s/    Glenn Goddard Glenn Goddard	Executive Vice President, Chief Financial Officer (Principal Financial and Principal Accounting Officer)	February 27, 2019
/s/    Fred Cohen Fred Cohen, M.D., D.Phil.	Director	February 27, 2019
/s/    Caroline Dorsa Caroline Dorsa	Director	February 27, 2019
/s/    Jean François Formela Jean François Formela, M.D.	Director	February 27, 2019
/s/    Jesse Goodman Jesse Goodman, M.D.	Director	February 27, 2019
/s/    Perry Karsen Perry Karsen	Director	February 27, 2019
/s/    Frank Verwiel Frank Verwiel, M.D.	Director	February 27, 2019