As filed with the Securities and Exchange Commission on November 30, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
INTELLIA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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36-4785571
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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40 Erie Street, Suite 130
Cambridge, Massachusetts 02139
(857) 285-6200
(Address, including zip code and telephone number, including area code, of Registrants principal executive offices)
John M. Leonard, M.D.
President and Chief Executive Officer
40 Erie Street, Suite 130
Cambridge, Massachusetts 02139
(857) 285-6200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Arthur R. McGivern, Esq.
Gabriela Morales-Rivera, Esq.
Goodwin Procter LLP
100
Northern Ave.
Boston, Massachusetts 02210
(617) 570-1000
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José E. Rivera, Esq.
Executive Vice President, General Counsel
Intellia Therapeutics, Inc.
40 Erie Street, Suite 130
Cambridge, Massachusetts 02139
(857) 285-6200
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Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and
emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Unit (1)
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Proposed
Maximum
Aggregate
Offering Price (1)
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Amount of
Registration Fee (2)
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Common Stock, $0.0001 par value
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Preferred Stock, $0.0001 par value
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Debt Securities
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Warrants
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Units (3)
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Total
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(1)
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Pursuant to Form S-3 General Instructions II.E this information is not
required to be included. An indeterminate amount of the securities of each identified class are being registered as may from time to time be offered hereunder at indeterminate prices, along with an indeterminate number of securities that may be
issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other
securities. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder.
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(2)
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In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is
deferring payment of all registration fees and will pay the registration fees subsequently in advance or on a
pay-as-you-go basis.
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(3)
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Each unit will be issued under a unit agreement and will represent an interest in two or more securities,
which may or may not be separable from one another.
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