CRSP 8-K
CRISPR Therapeutics AG (CRSP)
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
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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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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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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
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 |
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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. |
Exhibit 5.1
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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 Zug
Switzerland
Zurich, as of October 15, 2025
CRISPR Therapeutics AG – Swiss Legal Opinion (Securities Registered under Registration Statement on Form S-3)
Dear Madam, Dear Sir,
We have acted as Swiss counsel to CRISPR Therapeutics AG, Zug, Switzerland (the Company) on matters of Swiss law in connection with the Company’s filing of a registration statement on Form S-3 automatic shelf registration (as amended or supplemented, the Registration Statement) filed on 5 August 2024 with the U.S. Securities and Exchange Commission (the SEC) pursuant to the Securities Act of 1933, as amended (the Securities Act), relating to the registration of the offering by the Company of certain securities, including common shares, par value of CHF 0.03 each, of the Company (such common shares, the Common Shares). Reference is made to our opinion letter dated 5 August 2024 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the sale agreement prospectus supplement (the Prospectus) contained in the Registration Statement. The Prospectus relates to the offering by the Company of Common Shares, having an aggregate offering price of up to $600,000,000 (the Offered Shares) covered by the Registration Statement. The Offered Shares are being offered and sold in accordance with a certain Open Market Sale AgreementSM dated 30 August 2019 (the Sale Agreement), entered into between the Company and Jefferies LLC.
As such counsel, we have been requested to render an opinion as to certain matters of Swiss law.
Attorneys admitted in Switzerland or in a EU/EFTA state are registered with the attorneys' registry |
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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 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):
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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:
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Based upon the foregoing and subject to the qualifications referred to below, we are of the following opinion:
The Offered Shares, if and when issued, will be validly issued, fully paid in (up to their nominal value) and non-assessable.
The opinion set-forth above is subject to the following qualifications:
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Yours faithfully,
Walder Wyss AG
/s/ Alexander Nikitine
Alexander Nikitine
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