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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CRISPR Therapeutics AG | NASDAQ:CRSP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.31 | -0.54% | 56.75 | 56.74 | 56.95 | 7,630 | 14:15:58 |
As filed with the Securities and Exchange Commission on July 29, 2019
Registration No. 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 Registrants 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
6300 Zug Switzerland +41 61 228 7800 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 in Rule 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
per Share |
Proposed
Maximum
|
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 | |||||
|
||||||||
|
(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 Form S-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 Registrants common stock as reported on The Nasdaq Global Market on July 24, 2019. |
Part I
EXPLANATORY NOTE
This Registration Statement on Form S-8 relating to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan (the 2018 Plan) of CRISPR Therapeutics AG (the Registrant) is being filed for the purpose of registering an additional 4,000,000 of the Registrants common shares, CHF 0.03 per share, as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-225369) filed with the Securities and Exchange Commission on June 1, 2018 by the Registrant, relating to the 2018 Plan except for Item 8. Exhibits.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. |
Exhibits. |
2
3
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 Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts on July 29, 2019.
CRISPR THERAPEUTICS AG |
||
By: |
/s/ Samarth Kulkarni, Ph.D. |
|
Name: Samarth Kulkarni, Ph.D. | ||
Title: Chief Executive Officer |
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Samarth Kulkarni, Michael Tomsicek and James R. Kasinger, as such persons true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-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 said attorney-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 said attorney-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:
Signature |
Title |
Date |
||
/s/ Samarth Kulkarni Samarth Kulkarni |
Chief Executive Officer and Director (principal executive officer) |
July 29, 2019 | ||
/s/ Michael Tomsicek Michael Tomsicek |
Chief Financial Officer (principal financial and accounting officer) |
July 29, 2019 | ||
/s/ Rodger Novak Rodger Novak |
Chairman and Director |
July 29, 2019 | ||
/s/ Ali Behbahani Ali Behbahani |
Director |
July 29, 2019 | ||
/s/ Bradley Bolzon Bradley Bolzon |
Director |
July 29, 2019 | ||
/s/ Simeon J. George Simeon J. George |
Director |
July 29, 2019 | ||
/s/ Pablo Cagnoni Pablo Cagnoni |
Director |
July 29, 2019 | ||
/s/ Katherine A. High Katherine A. High |
Director |
July 29, 2019 |
4
Signature |
Title |
Date |
||
/s/ John T. Greene John T. Greene |
Director |
July 29, 2019 | ||
/s/ James R. Kasinger James R. Kasinger |
Authorized Representative in the United States |
July 29, 2019 |
5
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