UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-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): October 15, 2025 |
CRISPR THERAPEUTICS AG
(Exact name of Registrant as Specified in Its Charter)
Switzerland | 001-37923 | Not Applicable | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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Baarerstrasse 14 |
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6300 Zug, Switzerland |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 41 (0)41 561 32 77 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common Shares, nominal value CHF 0.03 |
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| The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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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.
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Item 8.01 Other Events.
As previously reported, on August 30, 2019, CRISPR Therapeutics AG (the “Company”) entered into an Open Market Sale AgreementTM (the “Agreement”) with Jefferies LLC (“Jefferies”), under which the Company may offer and sell, from time to time at its sole discretion through Jefferies, as its sales agent, its common shares, nominal value of CHF 0.03 per share (the “Common Shares”).
On October 15, 2025, the Company filed a prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) to offer and sell from time to time at its sole discretion through Jefferies, as its sales agent, additional Common Shares having an aggregate offering price of up to $600,000,000 (the “Offering”). The Common Shares for the Offering will be offered and sold pursuant to the Company’s previously filed automatically effective shelf registration statement on Form S-3ASR (File No. 333-281262) filed by the Company with the SEC on August 5, 2024.
The legal opinion of Walder Wyss AG relating to the legality of the issuance and sale of the Common Shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit |
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Description |
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5.1* |
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23.1* |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
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.
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| CRISPR Therapeutics AG |
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Date: | October 15, 2025 | By: | /s/ Samarth Kulkarni |
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| Samarth Kulkarni, Ph.D. |