As filed with the Securities and Exchange Commission on November 8, 2017
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRISPR THERAPEUTICS AG
(Exact name of registrant as specified in its charter)
| Switzerland | Not applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
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)
CRISPR Therapeutics AG Amended and Restated
2016 Stock Option and Incentive Plan
(Full title of the plan)
C T Corporation System
111 Eighth Avenue
New York, NY 10011
(212)894-8800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom Robert E. Puopolo Seo Salimi Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617)570-1000 | James R. Kasinger 6300 Zug Switzerland +41 61 228 7800 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | 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 13(a) of the Exchange Act. ☒
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum per Share | Proposed Maximum | Amount of Registration Fee | ||||
Common Shares, CHF 0.03 per share: | ||||||||
Amended and Restated 2016 Stock Option and Incentive Plan | 2,012,684(2) | $18.96(3) | $38,160,488.60 | $4,750.99 | ||||
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Total | 2,012,684 | $38,160,488.60 | $4,750.99 | |||||
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional common shares which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. |
| (2) | Represents additional shares available for future issuance under the CRISPR Therapeutics AG Amended and Restated 2016 Stock Option and Incentive Plan as of November 8, 2017. |
| (3) | Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices of the Registrant’s common stock as reported on The NASDAQ Global Market on November 2, 2017. |
Part I
EXPLANATORY NOTE
This Registration Statement on FormS-8 relating to the CRISPR Therapeutics AG Amended and Restated 2016 Stock Option and Incentive Plan (the “Amended Plan”) of CRISPR Therapeutics AG (the “Registrant”) is being filed for the purpose of registering an additional 2,012,684 of the Registrant’s common shares, CHF 0.03 per share, as other securities for which a Registration Statement on FormS-8 has previously been filed and is effective. Accordingly, this Registration Statement on FormS-8 incorporates by reference the contents of the Registration Statement on FormS-8 (FileNo. 333-214184) filed with the Securities and Exchange Commission on October 20, 2016 by the Registrant, relating to the Amended Plan except for “Item 8. Exhibits.”
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
| (1) | Filed as Exhibit 3.1 to Registrant’s Current Report on Form8-K (FileNo. 001-37923), filed with the U.S. Securities and Exchange Commission on July 25, 2017, and incorporated herein by reference. |
| (2) | Filed as Exhibit 4.1 to Registrant’s Registration Statement on FormS-1 (FileNo. 333-213577), filed with the U.S. Securities and Exchange Commission on September 9, 2016, and incorporated herein by reference. |
| (3) | Filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 001-37923), filed with the U.S. Securities and Exchange Commission on June 2, 2017, and incorporated herein by reference. |
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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 onForm S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Commonwealth of Massachusetts on November 8, 2017.
| CRISPR THERAPEUTICS AG | ||
| By: | /s/ Rodger Novak, M.D. | |
| Name: Rodger Novak, M.D. | ||
| Title:Chief Executive Officer | ||
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Rodger Novak, M.D. and Samarth Kulkarni, 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, as amended, this registration statement has been signed by the following persons on the date indicated below in the capacities indicated:
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| Signature | Title | Date | ||
/s/ Rodger Novak, M.D. Rodger Novak, M.D. | Chief Executive Officer (principal executive officer) | November 8, 2017 | ||
/s/ Samarth Kulkarni Samarth Kulkarni | President and Chief and Business Officer (principal financial officer) | November 8, 2017 | ||
/s/ N. Anthony Coles, M.D. N. Anthony Coles, M.D. | Chairman and Director | November 8, 2017 | ||
/s/ Ali Behbahani, M.D. Ali Behbahani, M.D. | Director | November 8, 2017 | ||
/s/ Bradley Bolzon, Ph.D. Bradley Bolzon, Ph.D. | Director | November 8, 2017 | ||
/s/ Simeon J. George, M.D. Simeon J. George, M.D. | Director | November 8, 2017 | ||
/s/ Kurt von Emster Kurt von Emster | Director | November 8, 2017 | ||
/s/ Thomas Woiwode, Ph.D. Thomas Woiwode, Ph.D. | Director | November 8, 2017 | ||
/s/ Pablo Cagnoni, M.D. Pablo Cagnoni, M.D. | Director | November 8, 2017 | ||
/s/ Samarth Kulkarni Samarth Kulkarni | Authorized Representative in the United States | November 8, 2017 | ||
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