Item 1.01 Entry into a Material Definitive Agreement.
On September 20, 2018, CRISPR Therapeutics AG (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”)
with Goldman Sachs & Co. LLC, Piper Jaffray & Co., and Barclays Capital Inc., as representatives of the underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the
“Offering”) of 4,210,526 common shares of the Company, CHF 0.03 per share (the “Common Shares”), at a price to the public of $47.50 per share (the “Offering Price”), less underwriting discounts and commissions. The net
proceeds to the Company from the sale of the Common Shares, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, is expected to be approximately $187.5 million. The Offering is
expected to close on September 25, 2018, subject to the satisfaction of customary closing conditions. In addition, the Underwriters have a
30-day
option to purchase up to an additional 631,578 Common
Shares at the Offering Price, of which up to 100,000 shares may be sold by the selling shareholder at the Offering Price less the underwriting discount.
The Offering was made pursuant to the Company’s effective automatic shelf registration statement on
Form S-3
(File
No. 333-227427),
including the prospectus dated September 19, 2018, as supplemented by a prospectus supplement dated September 20, 2018, filed on September 21, 2018.
In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities.
In connection with the Offering, the Company’s board of directors resolved that it was in the best interests of its shareholders to exclude their
pre-emptive
rights in the Offering in order to facilitate a “fast and flexible” public offering which likely could not be effected without the exclusion of the statutory
pre-emptive
right of the Company’s existing shareholders. Based on the Offering Price and the discount it represents to the closing price of the Company’s Common Shares on September 20, 2018,
the Company’s board of directors has determined that the Company will not need to grant its shareholders subscription rights after the conclusion of the Offering, to allow them to purchase their pro rata portion of shares as if they had
participated in this offering.
The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete
description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on
Form 8-K
and incorporated by reference herein. The legal opinion of VISCHER AG relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 to this
Current Report on
Form 8-K.