As filed with the Securities and Exchange Commission on July 29, 2019
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
2018 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
General Counsel and Secretary
CRISPR Therapeutics AG
Baarerstrasse 14 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, a 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 Shares, CHF 0.03 per share: | | | | | | | | |
2018 Stock Option and Incentive Plan | | 4,000,000 (2) | | $49.035 (3) | | $196,140,000 | | $23,772.17 |
Total | | 4,000,000 | | | | $196,140,000 | | $23,772.17 |
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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 an increase to the number of shares available for future issuance under the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan, as amended by the Amendment No. 1 thereto (such plan, the “2018 Plan” and such amendment, the “Plan Amendment”). Shares available for issuance under the Plan were previously registered on the registration statement on FormS-8 filed with the Securities and Exchange Commission (the “Commission”) on June 1, 2018. |
| (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 July 24, 2019. |
