As filed with the Securities and Exchange Commission on February 26, 2021

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Intellia Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   36-4785571

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

40 Erie Street, Suite 130

Cambridge, Massachusetts 02139

(857) 285-6200

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

Intellia Therapeutics, Inc. 2015 Amended and Restated Stock Option and Incentive Plan

(Full title of the plan)

John Leonard, M.D.

President and Chief Executive Officer

40 Erie Street, Suite 130    

Cambridge, Massachusetts

(857) 285-6200

(Name and address of agent for service)

 

 

Copies to:

Arthur R. McGivern, Esq.

Gabriela Morales-Rivera, Esq.

Goodwin Procter LLP

100 Northern Ave.

Boston, Massachusetts 02210

(617) 570-1000

 

José E. Rivera, Esq.

Executive Vice President, General Counsel

Intellia Therapeutics, Inc.

40 Erie Street, Suite 130

Cambridge, Massachusetts

(857) 285-6200

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.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     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 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities

to be registered

 

Amount

to be

registered(1)

 

Proposed

maximum

offering price

per share

 

Proposed

maximum

aggregate

offering price

  Amount of
registration fee

Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Intellia Therapeutics, Inc. Amended and Restated 2015 Stock Option and Incentive Plan

  2,649,362 shares (2)   $70.44 (3)   $186,621,059.28 (3)   $20,360.36

 

 

(1)

In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.

(2)

Represents an automatic increase to the number of shares available for issuance under the Amended and Restated 2015 Stock Option and Incentive Plan (the “2015 Plan”), of 2,649,362 effective as of January 1, 2021. Shares available for issuance under the 2015 Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on May 6, 2016 (File No. 333-21200), June 5, 2017 (File No. 333-218511), February 27, 2019 (File No. 333-229900) and February 27, 2020 (File No. 333-236714).

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of $70.44, the average of the high and low price of the registrant’s Common Stock as reported on the NASDAQ Global Market on February 19, 2021.

 

 

 


Statement of Incorporation by Reference

This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 2,649,362 shares of the Registrant’s common stock, $0.0001 par value per share, to be issued under the Registrant’s Amended and Restated 2015 Stock Option and Incentive Plan. This Registration Statement incorporates by reference the contents of the registration statement on Form S-8, File No. 333-211200, filed by the Registrant on May 6, 2016, and the registration relating to the Registrant’s Amended and Restated 2015 Stock Option and Incentive Plan pursuant to General Instruction E.

Part II

Information Required in the Registration Statement

 

Item

8. Exhibits.

See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

 

Number

  

Description

4.1    Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 001-37766) filed with the Securities and Exchange Commission on May 17, 2016)
4.2    Second Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-37766) filed with the Securities and Exchange Commission on May 17, 2016)
4.3    Second Amended and Restated By-Laws of the Registrant, as amended on April  3, 2020 (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q (File No.  001-37766) filed with the Securities and Exchange Commission on May 7, 2020)
4.4    Description of Securities (incorporated by reference to Exhibit 4.4 of the Registrant’s Annual Report on Form 10-K (File No. 001-37766) filed with the Securities and Exchange Commission on February 27, 2020).
5.1*    Opinion of Goodwin Procter LLP
23.1*    Consent of Goodwin Procter LLP (included in Exhibit 5.1)
23.2*    Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
24.1*    Power of attorney (included on the signature pages of this registration statement)
99.1    Amended and Restated 2015 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-1 (File No. 333-210689) filed with the Securities and Exchange Commission on April 27, 2016)

 

*

Filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 26th day of February, 2021.

 

INTELLIA THERAPEUTICS, INC.

 

By:  

/s/ John Leonard

  John Leonard, M.D.
  President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of John Leonard, M.D., José E. Rivera, J.D. and Glenn Goddard as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.

 

Name    Title   Date

/s/ John Leonard

   President, Chief Executive Officer and Director   February 26, 2021
John Leonard, M.D.    (Principal Executive Officer)  

/s/ Glenn Goddard

   Executive Vice President, Chief Financial Officer   February 26, 2021
Glenn Goddard    (Principal Financial and Accounting Officer)  

/s/ Fred Cohen

   Director   February 26, 2021
Fred Cohen, M.D., D.Phil.     

/s/ John Crowley

   Director   February 26, 2021
John Crowley     

/s/ Caroline Dorsa

   Director   February 26, 2021
Caroline Dorsa     

/s/ Jean François Formela

   Director   February 26, 2021
Jean François Formela, M.D.     

/s/ Jesse Goodman

   Director   February 26, 2021
Jesse Goodman, M.D.     

/s/ Frank Verwiel

   Director   February 26, 2021
Frank Verwiel, M.D.     

 

Intellia Therapeutics (NASDAQ:NTLA)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024 Plus de graphiques de la Bourse Intellia Therapeutics
Intellia Therapeutics (NASDAQ:NTLA)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024 Plus de graphiques de la Bourse Intellia Therapeutics