CRISPR Therapeutics AG美股招股说明书(2025-05-19版)

Agreement, dated May 19, 2025, or the Share Issuance Agreement, inconnection with a Collaboration, Option and License Agreement, dated May 19,2025, or the Collaboration Agreement, each as entered into by us and Sirius. As partial consideration for entering into the Collaboration Agreement, we agreedto issue the Shares offered hereby to Sirius, with the number of Shares equal toapproximately $70.0 million based on a price per common share equal to $38.00. See “Plan of Distribution” on pageS-9for additional informationregarding the terms of the Share Issuance Agreement and the Shares issuable toSirius.Because the Shares offered by this prospectus supplement will be issued only asconsideration to Sirius, we will not receive net proceeds from this offering. Weare not paying underwriting discounts or commissions, nor are we utilizing theservices of any placement agent for this offering. No underwriter or other person Investing in our securities involves risks. See the “RiskFactors” on pageS-4of this prospectus supplement, as well asin the documents incorporated or deemed to be incorporatedby reference into this prospectus supplement and theaccompanying prospectus. Neither the Securities and Exchange Commission nor any other regulatorybody has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is May 19, 2025. WHERE YOU CAN FIND MORE INFORMATION INCORPORATION OF CERTAIN INFORMATION BYREFERENCEPROSPECTUSABOUT THIS PROSPECTUSCRISPR THERAPEUTICS AGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKINGSTATEMENTSUSE OF PROCEEDSSELLING SHAREHOLDERSDESCRIPTION OF CAPITAL SHARESCOMPARISON OF SWISS LAW AND DELAWARE LAWDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSDESCRIPTION OF SUBSCRIPTION RIGHTSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BYREFERENCE in any document incorporated by reference that was filed with the Securities andExchange Commission, or the SEC, before the date of this prospectus inconsistent with a statement in another document having a later date—forexample, a document incorporated by reference in the accompanying prospectus —the statement in the document having the later date modifies or supersedes theearlier statement.We have not authorized anyone to provide any information other than thatcontained or incorporated by reference in this prospectus supplement, theaccompanying prospectus or in any free writing prospectus that we haveauthorized for use in connection with this offering. We take no responsibilityfor, and can provide no assurance as to the reliability of, any other informationthat others may give you. This prospectus supplement and the accompanyingprospectus do not constitute an offer to sell, or a solicitation of an offer topurchase, the securities offered by this prospectus supplement and theaccompanying prospectus in any jurisdiction to or from any person to whom orfrom whom it is unlawful to make such offer or solicitation of an offer in such investment decision. You should also read and consider the information in thedocuments to which we have referred you in the sections titled “Where You CanFind More Information” and “Incorporation of Certain Information byReference” in this prospectus supplement and in the accompanying prospectus.We are offering to sell, and seeking offers to buy, our common shares only injurisdictions where offers and sales are permitted. The distribution of thisprospectus supplement, the accompanying prospectus, or any free writingprospectus provided in connection with this offering, and the offering of thecommon shares in certain jurisdictions may be restricted by law. Persons outsidethe United States who come into possession of this prospectus supplement andthe accompanying prospectus must inform themselves about, and observe anyrestrictions relating to, the offering of the common shares and the distribution ofthis prospectus supplement and the accompanying prospectus outside the United S-1 PROSPECTUS SUPPLEMENT SUMMARYThis summary highlights selected information contained elsewhere or incorporated by reference in this prospectussupplement and the accompanying prospectus and in the documents incorporated by reference herein or therein. This incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investmentdecision. This prospectus supplement may add to, update or change information in the accompanying prospectus. Our BusinessOur mission is to create transformative gene-based medicines for serious human diseases. We are a leading gene editingcompany focused on the development of CRISPR-based therapeutics, including by using CRISPR/Cas9 technology.CRISPR/Cas9 is a revolutionary technology for gene editing, the process of preci