As filed with the Securities and Exchange Commission on February 26, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Intellia Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 36-4785571 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
40 Erie Street, Suite 130
Cambridge, Massachusetts 02139
(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
(Full title of the plan)
John Leonard, M.D.
President and Chief Executive Officer
40 Erie Street, Suite 130
Cambridge, Massachusetts
(857) 285-6200
(Name and address of agent for service)
Copies to:
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Arthur R. McGivern, Esq. Gabriela Morales-Rivera, 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, a non-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” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | 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
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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. Amended and Restated 2015 Stock Option and Incentive Plan | | 2,649,362 shares (2) | | $70.44 (3) | | $186,621,059.28 (3) | | $20,360.36 |
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| (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 Amended and Restated 2015 Stock Option and Incentive Plan (the “2015 Plan”), of 2,649,362 effective as of January 1, 2021. Shares available for issuance under the 2015 Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on May 6, 2016 (File No. 333-21200), June 5, 2017 (File No. 333-218511), February 27, 2019 (File No. 333-229900) and February 27, 2020 (File No. 333-236714). |
| (3) | 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 $70.44, the average of the high and low price of the registrant’s Common Stock as reported on the NASDAQ Global Market on February 19, 2021. |
