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 1016, 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 81.01. OtherEntry Eventsinto a Material Definitive Agreement.

On March 1016, 2026, CRISPR Therapeutics AG (the “Company”) ~~issued~~completed aits ~~press~~previously ~~release~~announced ~~announcing~~private ~~that~~offering it(the ~~had~~“Offering”) ~~commenced~~of a$600.0 ~~private~~million ~~offering,~~aggregate ~~subject~~principal toamount ~~market~~of ~~conditions~~its ~~and~~Convertible ~~other~~Senior ~~factors~~Notes due 2031 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $~~350~~50.0 million ~~aggregate~~ principal amount of ~~convertible~~Notes. ~~senior~~The ~~notes~~Notes ~~due~~were ~~2031~~issued pursuant to an indenture, dated as of March 16, 2026 (the “~~notes~~Indenture”), tobetween ~~persons~~the ~~reasonably~~Company ~~believed~~and toU.S. beBank ~~qualified~~Trust ~~institutional~~Company, ~~buyers~~National ~~pursuant~~Association, as trustee. The investors in the Notes agreed to ~~Rule~~an ~~144A~~effective coupon of 1.125%. Because ofanticipated 35% withholding on interest payments on the Notes under Swiss tax law, the ~~Securities~~Company ~~Act~~agreed to increase thecoupon by 0.6058% to 1.7308% to effectively eliminate the impact of ~~1933,~~such asanticipated ~~amended~~withholding on any holders who are noteligible to receive a refund.

OnThe ~~March~~Company’s ~~11,~~net ~~2026,~~proceeds from the ~~Company~~Offering ~~issued~~were aapproximately ~~press~~$585.2 ~~release~~million, ~~announcing~~after deducting the ~~pricing~~initial ofpurchasers’ andiscounts ~~upsized~~and ~~offering~~commissions ofand the ~~notes,~~estimated ~~increasing~~Offering ~~the~~expenses ~~size~~payable ofby the ~~offering~~Company. The Company intends to anuse ~~aggregate~~the ~~principal~~net ~~amount~~proceeds offrom ~~$550~~the ~~million~~Offering for general corporate purposes.

~~Copies~~The Notes are senior, unsecured obligations of the ~~press~~Company ~~releases~~and ~~announcing~~will (mature on March 1), ~~the~~2031, ~~commencement~~unless earlier converted, redeemed or repurchased. The Notes will accrue interest payable semiannually in arrears on March 1 and September 1 of ~~the~~each ~~private~~year, ~~offering~~beginning on September 1, 2026. Holders may convert all or any portion of ~~the~~their ~~notes~~Notes ~~and~~at ~~(2)~~their option at any time prior to the ~~pricing~~close of business on the ~~notes,~~business ~~respectively~~day immediately preceding the maturity date, ~~are~~other ~~filed~~than during a “conversion freeze period” (as ~~Exhibit~~defined 99in the Indenture). Upon conversion, the Company will deliver for each $1,000 ~~and~~principal ~~Exhibit~~amount 99of converted Notes a number of its common shares, nominal value CHF 0.203 ~~hereto~~per ~~and~~share ~~are~~(the ~~incorporated~~“Common ~~herein~~Shares”), byequal ~~reference~~to the conversion rate (together with a cash payment in lieu of delivering any fractional Common Share).

~~Neither~~The ~~this~~conversion ~~Current~~rate ~~Report~~for onthe ~~Form~~Notes ~~8-K~~will ~~nor~~initially ~~the~~be ~~press~~13.0617 ~~releases~~Common ~~constitute~~Shares per $1,000 principal amount of Notes (equivalent to an ~~offer~~initial conversion price of approximately $76.56 per Common Share). The initial conversion price of the Notes represents a premium of approximately 45.0% to ~~sell~~the last reported sale price of $52.80 per Common Share on the Nasdaq Global Market on March 10, or2026. The conversion rate for the ~~solicitation~~Notes ofwill anbe ~~offer~~subject to ~~buy~~adjustment in some events in accordance with the terms of the Indenture 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 ~~notes~~maturity date of the Notes or if the Company’s ~~common~~delivers ~~shares~~a notice of optional redemption, ifthe ~~any~~Company will, ~~issuable~~in certain circumstances, increase the conversion rate of the Notes 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. Initially, a maximum of 11,363,580 Common Shares may be delivered upon conversion of the ~~notes~~Notes, based on the initial maximum conversion rate of 18.9393 Common Shares per $1,000 principal amount of Notes, which is subject to customary conversion rate adjustment provisions.

~~Item~~The 9Company may not redeem the Notes prior to March 6, 2029.01 ~~Financial~~The ~~Statements~~Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation described in the Indenture), 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 ~~Exhibits~~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 (das defined in the Indenture), ~~Exhibits:~~then, subject to certain conditions and except as described in the Indenture, 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.

ExhibitNo.		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)

The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. The following events are considered “events of default” under the Indenture:

•

~~SIGNATURES~~default in any payment of interest on any Note when due and payable and the default continues for a period of 30 days;

•

~~Pursuant~~default toin the ~~requirements~~payment of ~~the~~principal ~~Securities~~of ~~Exchange~~any ~~Act~~Note ofwhen ~~1934,~~due ~~the~~and ~~registrant~~payable ~~has~~at ~~duly~~its ~~caused~~stated ~~this~~maturity, ~~report~~upon toany beoptional ~~signed~~redemption, onupon ~~its~~any ~~behalf~~required byrepurchase, ~~the~~upon ~~undersigned~~declaration ~~hereunto~~of ~~duly~~acceleration ~~authorized.~~or otherwise;

•

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

the Company’s failure to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right and such failure continues for three business days;

•

the Company’s failure to give a (A) make-whole fundamental change notice for any anticipated make-whole fundamental change when due and such failure continues for one business day or (B) fundamental change notice or a make-whole

fundamental change notice not otherwise described in (A), in each case when due and such failure continues for four business days;

•

the Company’s failure to comply with its obligations in respect of any consolidation, merger or sale of assets;

•

the Company’s failure to comply with any of the Company’s other agreements contained in the Notes or the Indenture for 60 days after its receipt of written notice of such failure from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding;

•

default by the Company or any of the Company’s significant subsidiaries (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $60.0 million (or its foreign currency equivalent) in the aggregate of the Company and/or any such significant subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after written notice to the Company by the trustee (at the direction of any holder of Notes) or to the Company and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture; or

•

certain events of bankruptcy, insolvency, or reorganization of the Company or any of the Company’s significant subsidiaries.

If certain bankruptcy and insolvency-related events of default involving the Company (and not just any of its significant subsidiaries) occur, 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable. If an event of default other than certain bankruptcy and insolvency-related events of default involving the Company occurs and is continuing, the trustee, by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the trustee, may, and the trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes as set forth in the Indenture.

The Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease the consolidated properties and assets of the Company and its subsidiaries substantially as an entirety to another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as defined in the Indenture) organized and existing under the laws of Switzerland or of the United States of America, any State thereof or the District of Columbia, and such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.

A copy of the Indenture is attached hereto as Exhibit 4.1 (including the global form of the Notes attached hereto as Exhibit 4.2) and this description is qualified in its entirety by reference to such document.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Notes and the Common Shares deliverable upon conversion of the Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act, and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated March 10, 2026 by and among the Company and the initial purchasers.

The Common Shares that are delivered upon any conversion of the Notes will be delivered in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with any conversion of the Notes and resulting delivery of Common Shares.

Forward-Looking Statements

Statements contained in this current report on Form 8-K 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 expected use of the net proceeds from the Offering. Risks that contribute to the uncertain nature of the forward-looking statements include, without limitation, 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 the Company 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.		Description

4.1		Indenture, dated as of March 16, 2026, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee.

4.2		Form of Global Note, representing the Company’s Convertible Senior Notes due 2031 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

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 16, 2026	By:	/s/ Samarth Kulkarni
			Samarth Kulkarni, Ph.D. Chief Executive Officer

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