As filed with the Securities and Exchange Commission on August 8, 2022

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 No.)
Baarerstrasse 14 6300 Zug Switzerland +41 61 228 7800 (Address of principal executive offices)	Not Applicable (Zip Code)

 

 

CRISPR Therapeutics AG

2018 Stock Option and Incentive Plan

(Full title of the plan)

 

C T Corporation System

28 Liberty Street

New York, NY 10005

(Name and address of agent for service)

 

(212) 894-8800

(Telephone number, including area code, of agent for service)

 

Copies to:

 

Robert E. Puopolo Marishka DeToy 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, 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. ☐

 

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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 1,700,000 of the Registrant’s 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, the contents of the Registration Statement on Form S-8 (File No. 333-232877) filed with the Securities and Exchange Commission on July 29, 2019 by the Registrant, and the contents of the Registration Statement on Form S-8 (File No. 333-240120) filed with the Securities and Exchange Commission on July 27, 2020 by the Registrant, each relating to the 2018 Plan except, in each case, for “Item 8. Exhibits.”

 

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Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

Exhibit Number		Description
4.1		Amended and Restated Articles of Association (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 13, 2022).
5.1*		Opinion of Walder Wyss AG, Swiss counsel of the Registrant, as to the validity of the common shares.
23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2*		Consent of Walder Wyss AG (included in Exhibit 5.1).
24.1*		Power of Attorney (included on the signature page).
99.1		CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed on June 1, 2018).
99.2		Amendment No.1 to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan (incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 30, 2019).
99.3		Amendment No. 2 to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan (incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 24, 2020).
99.4		Amendment No. 3 to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan (incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 24, 2020).
99.5		Form of Incentive Stock Option Agreement under the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 filed on June 1, 2018).
99.6		Form of Non-Qualified Stock Option Agreement for Company Employees under the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 filed on June 1, 2018).
99.7		Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under CRISPR Therapeutics AG’s 2018 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 99.4 to the Registrant’s Registration Statement on Form S-8 filed on June 1, 2018).
99.8		Form of Restricted Stock Award under the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 99.5 to the Registrant’s Registration Statement on Form S-8 filed on June 1, 2018).
99.9		Form of Restricted Stock Award Agreement for Company Employees under the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 99.6 to the Registrant’s Registration Statement on Form S-8 filed on June 1, 2018).
99.10		Form of Restricted Stock Award Agreement for Non-Employee Directors under the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 99.7 to the Registrant’s Registration Statement on Form S-8 filed on June 1, 2018).
107*		Filing Fee Table

 

*Filed herewith.

 

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SIGNATURES

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 August 8, 2022.

 

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, Brendan Smith and James R. Kasinger, as such person’s true and lawful attorney-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 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.

 

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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)		August 8, 2022
/s/ Brendan Smith   Brendan Smith		Chief Financial Officer (principal financial and accounting officer)		August 8, 2022
/s/ Rodger Novak   Rodger Novak		Chairman and Director		August 8, 2022
/s/ Ali Behbahani   Ali Behbahani		Director		August 8, 2022
/s/ Bradley Bolzon   Bradley Bolzon		Director		August 8, 2022
/s/ Maria Fardis   Maria Fardis		Director		August 8, 2022
/s/ H. Edward Fleming, Jr.   H. Edward Fleming, Jr.		Director		August 8, 2022
/s/ Simeon J. George   Simeon J. George		Director		August 8, 2022
/s/ John T. Greene   John T. Greene		Director		August 8, 2022
/s/ Katherine A. High   Katherine A. High		Director		August 8, 2022
/s/ Douglas A. Treco   Douglas A. Treco		Director		August 8, 2022
/s/ James R. Kasinger   James R. Kasinger		Authorized Representative in the United States		August 8, 2022

 

 

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	Exhibit 5.1

 

	Walder Wyss Ltd. Seefeldstrasse 123 P.O. Box 8034 Zurich Switzerland   Telephone +41 58 658 58 58 Fax +41 58 658 59 59 www.walderwyss.com

 

To:

 

CRISPR Therapeutics AG
Baarerstrasse 14
6300 Zugc
Switzerland

 

Zurich, as of 8 August 2022

 

CRISPR Therapeutics AG – Swiss Legal Opinion (Registration Statement on Form S-8)

 

Dear Madam, Dear Sir,

 

We have acted as Swiss counsel to CRISPR Therapeutics AG, Zug, Switzerland (the Company) in connection with the filing of a registration statement on Form S-8 (the Registration Statement, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) by the Company with the U.S. Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act) on 8 August 2022 for the purpose of registering under the Securities Act the offer of 1,700,000 registered common shares, par value of currently CHF 0.03 each of the Company, which may be issued on the basis of the Plan (as defined below) under the Company’s conditional share capital (such shares, the Shares and each a Share).

 

As such counsel, we have been requested to render an opinion as to certain matters of Swiss law.

Our opinion is strictly confined to matters of Swiss law as in force at the date hereof and as it is presently applied by the Swiss courts. Such law and its

 

Attorneys admitted in Switzerland or in a EU/EFTA state are registered with the attorneys' registry

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interpretation are subject to change. In the absence of explicit statutory law or established case law, we base our opinion solely on our independent professional judgment. Our opinion is strictly limited to the Documents (as defined below) and the matters stated herein and is not to be read as extending, by implication or otherwise, to any agreement or document referred to in any of the Documents or any other matter. For purposes of this opinion, we have not conducted any due diligence or similar investigation or verification as to any matters stated herein. In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English language terms as they exist under the laws of other jurisdictions.

For purposes of rendering the opinion expressed herein, we have received the following documents (the Documents):

 

Attorneys admitted in Switzerland or in a EU/EFTA state are registered with the attorneys' registry

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Resolution and together with the First Amendment Board Resolution, the Board Resolutions).

No documents have been reviewed by us in connection with this opinion other than the Documents listed in this Section 2 (Documents).

All terms used in this opinion in uppercase form shall have the meaning ascribed to them in the Registration Statement, unless otherwise defined herein.

In rendering the opinion below, we have assumed:

 

Attorneys admitted in Switzerland or in a EU/EFTA state are registered with the attorneys' registry

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notifications with or to all governmental authorities (other than in Switzerland) required in connection with the execution, delivery and performance of the Plan have been obtained or made and are in full force and effect;

 

Attorneys admitted in Switzerland or in a EU/EFTA state are registered with the attorneys' registry

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Based upon the foregoing and subject to the qualifications set out below, we are of the following opinion:

The Shares, if and when issued and paid for in accordance with the Articles and, provided the issue price for such Shares has been fully paid-in, will be validly issued, fully paid-in and non-assessable.

 

Attorneys admitted in Switzerland or in a EU/EFTA state are registered with the attorneys' registry

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against a company within two months following such meeting. Such period has not lapsed with respect to the AGM Resolution.

 

Yours faithfully,
Walder Wyss AG

 

/s/ Alex Nikitine
 

Alex Nikitine

 

 

Attorneys admitted in Switzerland or in a EU/EFTA state are registered with the attorneys' registry

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Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2018 Stock Option and Incentive Plan of CRISPR Therapeutics AG of our reports dated February 15, 2022, with respect to the consolidated financial statements of CRISPR Therapeutics AG and the effectiveness of internal control over financial reporting of CRISPR Therapeutics AG included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Boston, Massachusetts

August 8, 2022

 

 

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Exhibit 107

Calculation of Registration Fee

CRISPR Therapeutics AG

(Exact name of Registrant as Specified in its Charter)

Table 1: Newly Registered (Form S-8)

Security Type		Security Class Title		Fee Calculation		Amount Registered (1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Common Shares, CHF 0.03 per share		457(c) & 457(h)			1,700,000		(2)	$	78.260		(3)	$	133,042,000		(3)		0.0000927			$	12,333.00
		Total Offering Amounts												$	133,042,000							$	12,333.00
		Total Fee Offsets																				$	—
		Net Fee Due																				$	12,333.00

 

(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 and Amendment No. 2 thereto, and as further amended by the Amendment No. 3 thereto (such plan and Amendment No. 1 and Amendment No. 2, the “2018 Plan” and such Amendment No. 3, the “Plan Amendment”). Shares available for issuance under the 2018 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on June 1, 2018, on a registration statement on Form S-8 filed with the Commission on July 29, 2019 and on a registration statement on Form S-8 filed with the Commission on July 27, 2020.

(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 August 4, 2022.

 

 

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