UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 18, 2017
CRISPR THERAPEUTICS AG
(Exact Name of Company as Specified in Charter)
| | | | |
| Switzerland | | 001-37923 | | Not Applicable |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
Baarerstrasse 14
6300 Zug
Switzerland
+41 61 228 7800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Aeschenvorstadt 36
4051 Basel
Switzerland
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule12b-2 of the Securities Exchange Act of 1934.
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 13(a) of the Exchange Act. ☒
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As previously reported, at the 2017 Annual General Meeting of Shareholders of the Company, the Company’s shareholders approved amendments to its Articles of Association to increase the Company’s conditional share capital for employee benefit plans and to change the Company’s registered office from Basel, Switzerland to Zug, Switzerland. The Company’s amended and restated Articles of Association became effective upon registration in the Commercial Register in the canton of Zug, Switzerland on July 18, 2017. A copy of the amended and restated Articles of Association is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| | |
Exhibit No. | | Description |
| |
| 3.1 | | Amended and Restated Articles of Association of CRISPR Therapeutics AG, dated May 31, 2017 |
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 hereunto duly authorized.
| | | | | | |
| | | | CRISPR THERAPEUTICS AG |
| | | |
| Date: July 25, 2017 | | | | By: | | /s/ Samarth Kulkarni |
| | | | | | Samarth Kulkarni, Ph.D. |
| | | | | | President and Chief Business Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 3.1 | | Amended and Restated Articles of Association of CRISPR Therapeutics AG, dated May 31, 2017 |
