CRISPR THERAPEUTICS AG (NASDAQ:CRSP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On January4, 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 5,000,000 common shares of the Company, CHF 0.03 per share (the “Common Shares”), at a price to the public of $22.75 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 $106.6million. The Offering is expected to close on January9, 2018, subject to the satisfaction of customary closing conditions. The Company has also granted the Underwriters a 30-day option to purchase up to an additional 750,000 Common Shares at the Offering Price.
The Offering was made to the Company’s effective shelf registration statement on FormS-3 (File No.333-221491), including the prospectus dated December4, 2017, as supplemented by a prospectus supplement dated January4, 2018, filed on January5, 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 public offering price in the Offering and the discount it represents to the closing price of the Company’s common shares on January 4, 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.
On January3, 2018, the Company issued a press release announcing the Offering. On January4, 2018, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits99.1 and 99.2, respectively, and are each incorporated herein by reference.
|Item 1.01.||Financial Statements and Exhibits.|
CRISPR Therapeutics AG ExhibitEX-1.1 2 d518825dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 CRISPR THERAPEUTICS AG 5,…To view the full exhibit click
About CRISPR THERAPEUTICS AG (NASDAQ:CRSP)
Crispr Therapeutics AG is a Switzerland-based gene-editing company. The Company focuses on the development of transformative gene-based medicines for serious diseases using its Clustered Regularly Interspaced Short Palindromic Repeats (CRISPR)/Cas9 gene-editing platform. CRISPR/Cas9 can be programmed to cut, edit and correct disease-associated deoxyribonucleic acid (DNA) in a patient’s cell. The location at which the Cas9 molecular scissors cut the DNA to be edited is specified by guide ribonucleic acid (RNA), which is comprised of a crRNA component and a tracrRNA component, either individually or combined together as a single guide RNA. The Company has business operations in London, the United Kingdom, as well as research and development operations in Cambridge, the United States.