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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): September 4, 2023

 

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 7, 2023, CRISPR Therapeutics AG (the “Company”) announced that Rodger Novak, M.D. tendered his resignation as President of the Company as well as a director and Chairman of the Company’s Board of Directors (the “Board”), and all such resignations to be effective as of September 15, 2023 (the “Resignation Date”). Dr. Novak indicated that such resignations were not the result of any dispute or disagreement with the Company or the Company’s Board on any matter relating to the operations, policies or practices of the Company.

Item 8.01 Other Events.

In connection with Dr. Novak’s resignation from the Board, the Board appointed Samarth Kulkarni, Ph.D., the Company’s Chief Executive Officer and a current member of the Board, as Chairman of the Board, effective as of the Resignation Date, and Dr. Kulkarni shall serve in such capacity for a term ending at the next annual general meeting of the Company’s shareholders. Dr. Kulkarni’s compensation arrangement with the Company will remain unchanged.

The full text of the press release announcing Dr. Novak’s resignation and Dr. Kulkarni’s appointment as Chairman is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits shall be deemed to be furnished, and not filed:

 

Exhibit
No.

 

Description

 

 

99.1

Press Release by CRISPR Therapeutics AG, dated September 7, 2023

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 thereunto duly authorized.

 

 

 

CRISPR Therapeutics AG

 

 

 

 

Date:

 September 7, 2023

By:

/s/ Samarth Kulkarni

 

 

 

Samarth Kulkarni, Ph.D.
Chief Executive Officer