[8-K] – CRISPR Therapeutics AG (CRSP) (CIK 0001674416)

Rhea-AI Filing Summary

CRISPR Therapeutics AG filed a prospectus supplement to offer and sell, from time to time and at its sole discretion through Jefferies as sales agent, additional common shares with an aggregate offering price of $600,000,000. The common shares will be issued under the company’s automatically effective shelf registration statement on Form S-3ASR (File No. 333-281262) filed on August 5, 2024.

The filing notes the engagement of Jefferies LLC under an existing Open Market Sale Agreement and includes a legal opinion from Walder Wyss AG as Exhibit 5.1. This action provides the company with the ability to raise capital over time via open market sales, subject to applicable securities laws.

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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 of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
Baarerstrasse 14
6300 Zug, Switzerland				Not Applicable
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 41 (0)41 561 32 77

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, nominal value CHF 0.03		CRSP		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

☐

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.

☐

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 No.		Description
5.1*		Opinion of Walder Wyss AG
23.1*		Consent of Walder Wyss (included in Exhibit 5.1)
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.

			CRISPR Therapeutics AG
Date:	October 15, 2025	By:	/s/ Samarth Kulkarni
			Samarth Kulkarni, Ph.D. Chief Executive Officer

FAQ

What did CRISPR Therapeutics (CRSP) announce in this filing?

It filed a prospectus supplement to offer and sell additional common shares with an aggregate offering price of $600,000,000 through Jefferies as sales agent.

How will CRSP sell the shares under this program?

Sales may be made from time to time at the company’s sole discretion through Jefferies LLC as sales agent under an Open Market Sale Agreement.

Under which registration statement will the shares be offered?

The shares will be offered under CRISPR Therapeutics’ automatically effective Form S-3ASR (File No. 333-281262) filed on August 5, 2024.

What is the total aggregate offering price authorized?

The prospectus supplement covers up to $600,000,000 in common shares.

Which legal opinion is included with the filing?

The legal opinion of Walder Wyss AG regarding the issuance and sale is included as Exhibit 5.1.

What is Jefferies’ role in CRSP’s share sales?

Jefferies acts as the company’s sales agent under the Open Market Sale Agreement.