CRISPR Therapeutics AG美国招股说明书（2025年5月19日版）

Common Shares We are offering an aggregate of 1,842,105 of our common shares, or the Shares,directly to Sirius Therapeutics, or Sirius, pursuant to a Share IssuanceAgreement, 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. Aspartial consideration for entering into the Collaboration Agreement, we agreedto issue the Shares offered hereby to Sirius, with the number of Shares equal to 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 the Our common shares are listed on The Nasdaq Global Market under the symbol“CRSP.” The last reported sale price of our common shares on May 16, 2025 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 incorporated 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 accompanying The date of this prospectus supplement is May 19, 2025. ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTSUSE OF PROCEEDSPLAN OF DISTRIBUTIONTAXATIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BYREFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement,which describes the terms of this offering of our common shares and also addsto and updates information contained in the accompanying prospectus and thedocuments incorporated by reference into this prospectus supplement and theaccompanying prospectus. The second part, the accompanying prospectus datedAugust 5, 2024, including the documents incorporated by reference therein,provides more general information. Generally, when we refer to this prospectus,we are referring to both parts of this document combined. To the extent there isa conflict between the information contained in this prospectus supplement, onthe one hand, and the information contained in the accompanying prospectus or 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 suchjurisdiction. The information contained in this prospectus supplement, the 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 outside Unless otherwise stated, all references in this prospectus supplement or theaccompanying prospectus and the information incorporated by reference hereinor therein to the “Company,” “CRISPR,” “CRISPR Therapeutics,” “we,” “us,”and “our,” except where the context requires otherwise, refer to CRISPRTherapeutics AG and its consolidated subsidiaries; “our board of directors” refers to the board of directors of CRISPR Therapeutics AG; and we generallyrefer to CASGEVY®(exagamglogene autotemcel [exa-cel]), as “CASGEVY”. “CRISPR Therapeutics®” standard character mark and design logo,“CRISPRXTM,” “CRISPR TXTM,” “CTX112TM“CTX213TM,” “CTX310TM,” “CTX320TM“CTX450TM,”are trademarks and registered trademarks of CRISPRTherapeutics AG. CASGEVY®and the CASGEVY logo are registeredtrademarks of Vertex Pharmaceuticals Incorporated, and Vertex PharmaceuticalsIncorporated is the manufacturer and exclusive license holder of CASGEVY. All other trademarks and registered trademarkscontained in this prospectussupplement or the accompanying prospectus are the property of their respectiveowners.Solely for convenience, trademarks, service marks and trade namesreferred to in this prospectus supplement or the accompanying prospectus mayappear without the®or™symbols and any such omission is not intended to PROSPECTUS SUPPLEMENT SUMM