CRISPR Therapeutics prices $550M convertible notes

CRISPR Therapeutics AG is raising capital through a private offering of $550 million aggregate principal amount of convertible senior notes due 2031, sold to qualified institutional buyers.

Rhea-AI Filing Summary

CRISPR Therapeutics AG is raising capital through a private offering of $550 million aggregate principal amount of convertible senior notes due 2031, sold to qualified institutional buyers. The offering was upsized from a previously proposed $350 million.

The notes carry an effective coupon of 1.125%, increased to 1.7308% to offset anticipated Swiss withholding tax, and mature on March 1, 2031 unless earlier converted, redeemed or repurchased. They are initially convertible at 13.0617 common shares per $1,000 principal amount, implying a conversion price of about $76.56 per share, a roughly 45% premium to the $52.80 share price on March 10, 2026. CRISPR Therapeutics estimates net proceeds of approximately $536.3 million, or $585.2 million if the purchasers’ option is fully exercised, and plans to use the funds for general corporate purposes.

Insights

Biotech capital structure analyst

CRISPR raises low‑coupon 2031 convertible debt with sizable potential equity dilution.

CRISPR Therapeutics is issuing $550 million of senior unsecured convertible notes due 2031, with an option for an extra $50 million. The company expects net proceeds of about $536.3 million, or $585.2 million if the option is fully exercised, for general corporate purposes.

The notes’ effective coupon is 1.125%, increased to 1.7308% to neutralize anticipated 35% Swiss withholding tax, providing inexpensive funding relative to typical biotech capital costs. They convert initially at 13.0617 shares per $1,000 of principal, implying a conversion price near $76.56 per share.

This conversion price is about 45% above the $52.80 share price on March 10, 2026, so equity dilution occurs only if the stock trades well above that level. Optional redemption after March 6, 2029, and fundamental change repurchase rights, give both the company and holders structured flexibility over the notes’ lifecycle.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of financing did CRISPR Therapeutics (CRSP) announce in this 8-K?

CRISPR Therapeutics announced a private offering of convertible senior notes due 2031. The company priced $550 million in aggregate principal amount, sold to qualified institutional buyers, providing significant funding flexibility while allowing eventual conversion into common shares at a premium share price.

How large is CRISPR Therapeutics’ new convertible notes offering and when does it mature?

The company priced $550 million aggregate principal amount of convertible senior notes, with an option for an additional $50 million. These senior unsecured notes will mature on March 1, 2031, unless they are converted, redeemed, or repurchased earlier under the terms outlined in the indenture.

What interest rate will CRISPR Therapeutics (CRSP) pay on the 2031 convertible notes?

Investors agreed to an effective coupon of 1.125% on the notes. To offset an anticipated 35% Swiss withholding tax on interest, CRISPR Therapeutics increased the coupon by 0.6058%, resulting in a total coupon of 1.7308%, paid semiannually starting September 1, 2026.

At what price can CRISPR Therapeutics’ new convertible notes be converted into common shares?

The initial conversion rate is 13.0617 common shares per $1,000 principal amount of notes. This equates to an initial conversion price of approximately $76.56 per common share, representing about a 45% premium to the $52.80 closing share price on March 10, 2026.

How much does CRISPR Therapeutics expect in net proceeds from the convertible notes offering?

CRISPR Therapeutics estimates net proceeds of approximately $536.3 million from the offering. If initial purchasers exercise their option to buy the additional $50 million of notes in full, net proceeds are expected to be about $585.2 million, after discounts, commissions, and offering expenses.

How does CRISPR Therapeutics plan to use the cash raised from the 2031 convertible notes?

The company plans to use the net proceeds from the convertible notes offering for general corporate purposes. This broad category can include funding research and development, clinical programs, working capital, or other corporate needs supporting CRISPR Therapeutics’ gene-based medicines strategy.

Are CRISPR Therapeutics’ convertible notes and related shares registered under the Securities Act?

The notes and the common shares deliverable upon conversion have not been, and will not be, registered under the Securities Act or other securities laws. They may only be offered or sold pursuant to an applicable exemption or in transactions not subject to those registration requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/11/2026 - 07:07 AM Learn about SEC filing dates

0001674416false00-000000000016744162026-03-102026-03-10

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): March 10, 2026

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.

On March 10, 2026, CRISPR Therapeutics AG (the “Company”) issued a press release announcing that it had commenced a private offering, subject to market conditions and other factors, of $350.0 million aggregate principal amount of convertible senior notes due 2031 (the “notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

On March 11, 2026, the Company issued a press release announcing the pricing of an upsized offering of the notes, increasing the size of the offering to an aggregate principal amount of $550 million.

Copies of the press releases announcing (1) the commencement of the private offering of the notes and (2) the pricing of the notes, respectively, are filed as Exhibit 99.1 and Exhibit 99.2 hereto and are incorporated herein by reference.

Neither this Current Report on Form 8-K nor the press releases constitute an offer to sell, or the solicitation of an offer to buy, the notes or the Company’s common shares, if any, issuable upon conversion of the notes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
99.1		Press Release dated March 10, 2026, issued by CRISPR Therapeutics AG.
99.2		Press Release dated March 11, 2026, issued by CRISPR Therapeutics AG.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	March 11, 2026	By:	/s/ Samarth Kulkarni
			Samarth Kulkarni, Ph.D. Chief Executive Officer

Exhibit 99.1

CRISPR Therapeutics Announces Proposed Convertible Senior Notes Offering

ZUG, Switzerland and BOSTON, March 10, 2026 – CRISPR Therapeutics AG (Nasdaq: CRSP) (the “Company”) today announced its intention to offer, subject to market conditions and other factors, $350 million aggregate principal amount of its convertible senior notes due 2031 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $52.5 million aggregate principal amount of the notes.

The notes will be senior, unsecured obligations of the Company and will accrue interest payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2026. The notes will mature on March 1, 2031, unless earlier converted, redeemed or repurchased. Upon conversion, the Company will deliver common shares, nominal value CHF 0.03 per share (“common shares”). The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.

The Company intends to use the net proceeds from the offering for general corporate purposes.

The offer and sale of the notes and the common shares deliverable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or the common shares deliverable upon conversion of the notes, nor will there be any sale of the notes or such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About CRISPR Therapeutics

Founded over a decade ago, CRISPR Therapeutics is a leading biopharmaceutical company focused on developing transformative gene-based medicines for serious human diseases. The Company has evolved from a pioneering research-stage organization into an industry leader, marking a historic milestone with the approval of CASGEVY® (exagamglogene autotemcel [exa-cel]), the world’s first CRISPR-based therapy, approved for eligible patients with sickle cell disease and transfusion-dependent beta thalassemia. CRISPR Therapeutics is advancing a broad and diversified pipeline across hemoglobinopathies, cardiovascular, autoimmune, oncology, regenerative medicine and rare diseases. The Company continues to expand its leadership in gene editing through the development of SyNTase™ editing, a novel and proprietary gene-editing platform designed to enable precise, efficient, and scalable gene correction. To accelerate and expand its impact, CRISPR Therapeutics has established strategic collaborations with leading biopharmaceutical partners, including Vertex Pharmaceuticals. CRISPR Therapeutics AG is headquartered in Zug, Switzerland, with its wholly-owned U.S. subsidiary, CRISPR Therapeutics, Inc., and R&D operations based in Boston, Massachusetts and San Francisco, California.

CRISPR THERAPEUTICS® standard character mark and design logo and SyNTase™ are trademarks and registered trademarks of CRISPR Therapeutics AG. CASGEVY® and the CASGEVY logo are registered trademarks of Vertex Pharmaceuticals Incorporated. All other trademarks and registered trademarks are the property of their respective owners.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, the proposed terms of the notes, the size of the offering and the expected use of the proceeds from the sale of the notes. Risks that contribute to the uncertain nature of the forward-looking statements include, without limitation, risks related to or associated with whether the Company will consummate the offering on the expected terms, or at all, which could differ or change based upon market conditions or other reasons, and the other risks and uncertainties discussed under the heading “Risk Factors” in the Company’s most recent annual report on Form 10-K and in any other subsequent filings made by CRISPR Therapeutics with the U.S. Securities and Exchange Commission. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, other than to the extent required by law.

Investor Contact:

+1-617-307-7503

ir@crisprtx.com

Media Contact:

+1-617-315-4493

media@crisprtx.com

Exhibit 99.2

CRISPR Therapeutics Prices Upsized Convertible Senior Notes Offering

ZUG, Switzerland and BOSTON, March 11, 2026 – CRISPR Therapeutics AG (Nasdaq: CRSP) (the “Company”) today announced the pricing of $550 million aggregate principal amount of its convertible senior notes due 2031 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $50 million aggregate principal amount of the notes. The sale of the notes is expected to close on March 16, 2026, subject to the satisfaction of customary closing conditions. The offering was upsized from the previously announced offering of $350 million aggregate principal amount of notes.

The notes will be senior, unsecured obligations of the Company. The investors in the notes agreed to an effective coupon of 1.125%. Because of anticipated 35% withholding on interest payments on the notes under Swiss tax law, the Company agreed to increase the coupon by 0.6058% to 1.7308% to effectively eliminate the impact of such anticipated withholding on any noteholders who are not eligible to receive a refund. Interest will be payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2026. The notes will mature on March 1, 2031, unless earlier converted, redeemed or repurchased.

Holders may convert all or any portion of their notes at their option at any time prior to the close of business on the business day immediately preceding the maturity date, other than during a “conversion freeze period” (as defined in the indenture that will govern the notes). Upon conversion, the Company will deliver for each $1,000 principal amount of converted notes a number of its common shares, nominal value CHF 0.03 per share (“common shares”), equal to the conversion rate.

The conversion rate will initially be 13.0617 common shares per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $76.56 per common share). The initial conversion price represents a premium of approximately 45% above the last reported sale price of $52.80 per common share on the Nasdaq Global Market on March 10, 2026. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, if certain corporate events occur or are anticipated to occur prior to the maturity date or if the Company delivers a notice of optional redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption in connection with such notice of optional redemption, as the case may be.

The Company may not redeem the notes prior to March 6, 2029. The Company may redeem for cash all or any portion of the notes (subject to certain limitations), at its option, on an optional redemption date occurring on or after March 6, 2029 if the last reported sale price of the common shares has been at least 130% of the conversion price for the notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of optional redemption at

a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the optional redemption date. No sinking fund is provided for the notes.

If the Company undergoes a “fundamental change” (as defined in the indenture that will govern the notes), then, subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Company estimates that the net proceeds from the offering will be approximately $536.3 million (or approximately $585.2 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for general corporate purposes.

The offer and sale of the notes and the common shares deliverable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or the common shares deliverable upon conversion of the notes, nor will there be any sale of the notes or such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About CRISPR Therapeutics

Founded over a decade ago, CRISPR Therapeutics is a leading biopharmaceutical company focused on developing transformative gene-based medicines for serious human diseases. The Company has evolved from a pioneering research-stage organization into an industry leader, marking a historic milestone with the approval of CASGEVY® (exagamglogene autotemcel [exa-cel]), the world’s first CRISPR-based therapy, approved for eligible patients with sickle cell disease and transfusion-dependent beta thalassemia. CRISPR Therapeutics is advancing a broad and diversified pipeline across hemoglobinopathies, cardiovascular, autoimmune, oncology, regenerative medicine and rare diseases. The Company continues to expand its leadership in gene editing through the development of SyNTase™ editing, a novel and proprietary gene-editing platform designed to enable precise, efficient, and scalable gene correction. To accelerate and expand its impact, CRISPR Therapeutics has established strategic collaborations with leading biopharmaceutical partners, including Vertex Pharmaceuticals. CRISPR Therapeutics AG is headquartered in Zug, Switzerland, with its wholly-owned U.S. subsidiary, CRISPR Therapeutics, Inc., and R&D operations based in Boston, Massachusetts and San Francisco, California.

CRISPR THERAPEUTICS® standard character mark and design logo and SyNTase™ are trademarks and registered trademarks of CRISPR Therapeutics AG. CASGEVY® and the CASGEVY logo are registered trademarks of Vertex Pharmaceuticals Incorporated. All other trademarks and registered trademarks are the property of their respective owners.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, the timing and closing of the offering and the expected use of the proceeds from the sale of the notes. Risks that contribute to the uncertain nature of the forward-looking statements include, without limitation, risks related to or associated with satisfaction of customary closing conditions of the offering, market conditions or other reasons, and the other risks and uncertainties discussed under the heading “Risk Factors” in the Company’s most recent annual report on Form 10-K and in any other subsequent filings made by CRISPR Therapeutics with the U.S. Securities and Exchange Commission. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, other than to the extent required by law.

Investor Contact:

+1-617-307-7503

ir@crisprtx.com

Media Contact:

+1-617-315-4493

media@crisprtx.com

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 14.6 KB
• EX-99.2 EX-99.2 20.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.4 KB