On March 16, 2026 CytomX Therapeutics, Inc. (Nasdaq: CTMX), a leader in the field of masked, conditionally activated biologics, reported positive Phase 1 expansion data for its EpCAM PROBODY ADC, varsetatug masetecan (Varseta-M) in late-line metastatic CRC. The preliminary data are as of a January 16, 2026 data cutoff from the ongoing CTMX-2051-101 Phase 1 study.

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"These latest Phase 1 data reinforce the potential of Varseta-M to meaningfully improve the standard of care in late-line colorectal cancer. We are now planning interactions with the FDA to discuss the initial registrational path for bringing this highly innovative, first-in-class ADC to the market in late-line CRC," said Sean McCarthy, D. Phil, chief executive officer and chairman of CytomX.

McCarthy added, "Our ultimate vision is to reach a broad CRC patient population with Varseta-M, including in earlier lines of treatment, as well as to expand into additional EpCAM-expressing cancers. We aim to aggressively advance this novel therapy towards late-stage development for the benefit of patients as we set our sights on building CytomX into a commercial-stage company."

"Patients with late-stage metastatic CRC face a poor prognosis and have very limited treatment options. These exciting clinical data demonstrate that Varseta-M can drive consistent and durable responses with a manageable tolerability profile in patients with heavily pretreated CRC, supporting its promise as a potential new treatment option for advanced CRC," said Dr. Kimmie Ng, Associate Chief of the Division of Gastrointestinal Oncology at Dana-Farber Cancer Institute.

Varsetatug Masetecan Phase 1 Expansion Data Summary in Advanced, Late-line Colorectal Cancer

The CTMX-2051-101 study was initiated in April 2024 with dose escalation proceeding through seven dose levels ranging from 2.4 mg/kg to 12 mg/kg. As of the data cutoff of January 16th 2026, a total of 93 patients with late-line metastatic CRC had been enrolled in the study. 60 patients were enrolled across the Phase 1 expansion dose range of 7.2 mg/kg, 8.6 mg/kg, and 10 mg/kg of which 56 were efficacy evaluable as of the data cutoff.
Starting in October 2025, the expansion doses of 8.6 mg/kg and 10 mg/kg were prioritized for dose optimization utilizing optimized adverse event management guidelines and adjusted ideal body weight (AIBW) dosing. 20 patients had been enrolled in expanded dose optimization as of the January 16th data cutoff towards an enrollment goal of 40 patients.

Patient Characteristics:

Patients enrolled in the study had previously received a median of 3 prior lines of therapy in the metastatic setting and 96% of patients had previously been treated with irinotecan. 76% of patients had liver metastases and 71% had KRAS mutations.
Patients were not preselected based on EpCAM expression levels. All patients with evaluable tumor biopsies had high EpCAM levels as measured by immunohistochemistry.1

Efficacy:

As of the data cutoff, 56 patients were efficacy-evaluable at the expansion doses of 7.2 mg/kg, 8.6 mg/kg, and 10 mg/kg Q3W. Median duration of follow-up across the efficacy-evaluable patient population was approximately 8 months. Efficacy data across the Phase 1 Expansion doses are summarized below in Table 1.

Table 1. Varseta-M Efficacy Summary by Phase 1 Expansion Dose

7.2 mg/kg 8.6 mg/kg 10 mg/kg
Confirmed
Overall Response Rate (ORR)2 6% (1/17) 20% (4/20) 32% (6/19)
Median Progression Free Survival (PFS) 5.5 mo.
(95% CI: 2.5, NE) 6.8 mo.
(95% CI: 2.8, NE) 7.1 mo.
(95% CI: 3.9, NE)
Disease Control Rate (DCR) 88% (15/17) 90% (18/20) 84% (16/19)

At the 8.6 mg/kg dose, the confirmed response rate was 20% with an estimated median PFS of 6.8 months and at the 10 mg/kg dose, the confirmed response rate was 32% with an estimated median PFS of 7.1 months.
The disease control rate was 88% (49/56) across the expansion doses of 7.2 – 10 mg/kg.
The doses of 8.6 mg/kg and 10 mg/kg have been prioritized for further evaluation with the goal of selecting a dose or doses for a registrational study.
Dose optimization at 8.6 mg/kg and 10 mg/kg utilizing AIBW dosing and updated prophylaxis for adverse event management is ongoing.
At the doses of 11 mg/kg Q3W and 12 mg/kg Q3W, which were not expanded for further evaluation, the overall response rate was 30% (3/10).

Safety:

As of the data cutoff, 93 patients were evaluable for safety including 80 patients across the expansion dose range of 7.2 mg/kg to 10 mg/kg. Varseta-M’s safety profile was generally consistent with data presented in Phase 1 dose escalation. Most treatment related adverse events were Grade 1 or Grade 2 in severity.

No interstitial lung disease, febrile neutropenia or pancreatitis were observed.
The most common treatment-related adverse event (TRAE) was diarrhea which was generally manageable and reversible.
In Phase 1 dose expansions starting in Q2 2025, prophylactic strategies for diarrhea management were investigated. In dose optimization starting in Q4 2025, an updated prophylaxis regimen of anti-motility medication (loperamide or diphenoxylate/atropine) plus budesonide was implemented.3
In the 20 patients receiving the updated prophylactic regimen in dose optimization at doses of 8.6 mg/kg and 10 mg/kg, Grade 3 diarrhea was 10%.4,5
Overall, as of the January 16th 2026 data cutoff, in the 80 patients treated at expansion and optimization doses ranging between 7.2 mg/kg to 10 mg/kg, the most common treatment-related adverse events (TRAEs) were diarrhea (68 pts, 19 Gr 3), nausea (44 pts, 4 Gr 3), vomiting (29 pts, 3 Gr 3), fatigue (32 pts, 2 Gr 3), hypokalemia (21 pts, 13 Gr 3+), and anemia (13 pts, 6 Gr 3). Serious treatment related adverse events (SAEs) in > 1 patient included diarrhea (4), vomiting (3), hypokalemia (3), dehydration (3), acute kidney injury (2), and colitis (2).
As previously reported on August 13, 2025, there was one treatment-related grade 5 acute kidney injury (AKI) in a patient treated at the 7.2 mg/kg dose. The patient had a complex medical history including having a solitary kidney, and the AKI was determined to be secondary to Grade 3 nausea and Grade 2 diarrhea. No other Grade 5 TRAEs have been reported as of the January 16th 2026 data cutoff.
At the 11 mg/kg and 12 mg/kg doses, there were no dose limiting toxicities in dose escalation. The most common TRAEs across the patients in the 11 mg/kg dose (n=8) and 12 mg/kg dose (n=3) were diarrhea (9 pts, 6 GR 3), nausea, (8 pts, 0 Gr 3), and vomiting (8 pts, 1 Gr 3). Patients treated at the 11 and 12 mg/kg doses did not receive the optimized prophylactic regimen or adjusted ideal body weight dosing.

Varsetatug Masetecan Next Steps:

Additional efficacy and safety data from the Phase 1 study are expected to be presented at one or more medical meetings in 2026.
The Company aims to align with the FDA in 2026 on a potential registrational study design for Varseta-M monotherapy in advanced CRC.
A Phase 1 Varseta-M combination study with bevacizumab in CRC has been initiated and a Phase 1b/2 study in combination with bevacizumab and chemotherapy is expected to start by the end of 2026.
Initiation of Phase 1 expansion cohort(s) in additional EpCAM-expressing indications is planned for 2H 2026.

(Press release, CytomX Therapeutics, MAR 16, 2026, View Source [SID1234663565])

On March 16, 2026 CytomX Therapeutics, Inc. (Nasdaq:CTMX), a leader in the field of masked, conditionally activated biologics, reported that it has commenced an underwritten public offering of $250.0 million of shares of common stock and, in lieu of common stock to certain investors, pre-funded warrants. In addition, CytomX expects to grant the underwriters a 30-day option to purchase up to an additional $37.5 million of shares of common stock at the public offering price, less underwriting discounts and commissions. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. All of the shares of common stock and pre-funded warrants are to be offered by CytomX.

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CytomX expects to use the net proceeds from this offering for the continued development of Varseta-M and other pipeline programs. CytomX expects to use any remaining net proceeds from this offering for capital expenditures, working capital and other general corporate purposes.

Jefferies, Piper Sandler, Cantor and Barclays are acting as joint bookrunning managers for the offering. Wedbush PacGrow is acting as co-manager for the offering.

A shelf registration statement relating to these securities was filed with the U.S. Securities and Exchange Commission ("SEC") on March 16, 2026, and automatically became effective upon filing. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, for free from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at [email protected]; Piper Sandler & Co., Attention: Prospectus Department, 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401, or by telephone at (800) 747-3924, or by email at [email protected]; Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, or by email at [email protected]; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (888) 603-5847, or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.

(Press release, CytomX Therapeutics, MAR 16, 2026, View Source [SID1234663564])

On March 16, 2026 Cypherpunk Technologies Inc., (Nasdaq: CYPH) ("Cypherpunk"), reported financial results for the year ended December 31, 2025.

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"2025 was a transformational year. Following a $58.88 million private placement led by Winklevoss Capital, we rebranded as Cypherpunk to become a privacy technology company with a digital asset treasury strategy focused on Zcash, while advancing sirexatamab for the treatment of patients with colorectal cancer through our Leap Therapeutics subsidiary," said Douglas E. Onsi, President and CEO of Cypherpunk.

"Since we began operating as Cypherpunk in October, we have purchased 294,743.10 ZEC for our treasury and made a $5 million strategic investment in Zcash Open Development Lab ("ZODL"), the development team behind Zodl, the leading Zcash wallet. In the year ahead, we will remain focused on advancing the adoption of Zcash and expanding our efforts across a broad set of technologies that defend privacy," said Will McEvoy, Chief Investment Officer of Cypherpunk.

Cypherpunk Highlights:

· Closed a $58.88 million private placement in cash led by Winklevoss Capital
o In October 2025, the Company raised $58,888,888 in cash led by Winklevoss Capital to become the leading public company focused on advancing privacy preserving technologies. In the transaction, the Company issued: (i) 15,212,311 shares of common stock, (ii) pre-funded warrants to purchase up to an aggregate of 80,768,504 shares of common stock at an exercise price of $0.001 per share, and (iii) warrants to purchase an additional 71,985,605 shares of common stock at an exercise price of $0.5335 per share.

· Appointed digital asset executives and industry leaders as board members and strategic advisors
o In November 2025, the Company appointed Khing Oei as Chairman of the Board of Directors, and Will McEvoy as Chief Investment Officer and a Board member.
o In December 2025, the Company announced that industry pioneer Zooko Wilcox, the founder of Zcash, former CEO of the Electric Coin Company, and current Chief Product Officer of Shielded Labs, joined the company as a Strategic Advisor.
o In December 2025, the Company announced that Josh Swihart, Chief Executive Officer of ZODL, joined the company as a Strategic Advisor.
o In January 2026, the Company announced that Arjun Khemani, a prominent voice in the Zcash ecosystem and the "philosophy of progress" movement, joined the company as a Strategic Advisor.

· Increased treasury holdings to 294,743.10 ZEC
o As of March 12, 2026, Cypherpunk holds a total of 294,743.10 ZEC, at an average purchase price of $335.89, representing approximately 1.78% of the total circulating supply of the Zcash network.
o The Company believes that privacy-protecting assets and related technologies will be critical in the increasingly digital and AI driven world. The Company intends to acquire and hold ZEC, the native coin of Zcash, as its primary digital asset and to be an active participant in the Zcash community.
o ZEC is a digital currency that can be transmitted over a peer-to-peer payment system. Zcash uses a cryptographic method called "zero-knowledge proofs" to allow users to engage in financial transactions while maintaining greater privacy.

· Invested $5 million into ZODL
o In March 2026, the Company expanded its holdings with a $5 million investment in Zcash company, ZODL, alongside key investors including a16z, Winklevoss Capital, Coinbase, Paradigm, Chapter One, David Friedberg, Balaji Srinivasan, and others. This marks Cypherpunk’s first technology investment outside of ZEC. ZODL, which now houses the top Zcash wallet, Zodl, aims to make Zcash easier to use with continued development of the wallet and support of the Zcash protocol.

Leap Therapeutics Subsidiary Highlights:

· Presented final clinical data from Part B of the DeFianCe study of sirexatamab plus bevacizumab and chemotherapy in colorectal cancer ("CRC") patients
o In a Mini Oral session at the ESMO (Free ESMO Whitepaper) Congress in October 2025, the Company presented the final results from Part B of the DeFianCe study, a Phase 2 study of sirexatamab, an anti-DKK1 monoclonal antibody, in combination with bevacizumab and chemotherapy compared to bevacizumab and chemotherapy in patients with microsatellite stable CRC who have received one prior systemic therapy for advanced disease. Sirexatamab demonstrated a statistically significant benefit on overall response rate ("ORR"), progression-free survival ("PFS"), and Overall Survival ("OS") in patients with high levels of DKK1, along with a positive trend on ORR and PFS in the full intent-to-treat population.
o Across the DKK1-high (upper quartile) patients (n=44):
▪ ORR was 44.0% in the Sirexatamab Arm vs. 15.8% ORR in the Control Arm, p-value = 0.0149
▪ mPFS was 9.36 months in the Sirexatamab Arm vs. 5.88 months in the Control Arm, HR 0.46, p-value = 0.0168.
▪ mOS was not reached in the Sirexatamab Arm vs. 9.66 months in the Control Arm, HR 0.17, p-value < 0.001.

· Advancing DKK1 biomarker diagnostic test and engaging with regulatory authorities
o Leap is engaging with regulatory agencies to discuss the registrational pathway for sirexatamab in DKK1-high CRC patients. Leap is also working with a leading diagnostics research laboratory to optimize the DKK1 biomarker diagnostic test that could be used to identify DKK1-high CRC patients with poor prognosis and to select patients for treatment with sirexatamab. Leap expects to provide an update on the next steps in sirexatamab development and on the registrational pathway in the coming weeks.

Selected Year-End 2025 Financial Results

Net Income was $4.8 million for the year ended December 31, 2025, compared to a Net Loss of $67.8 million for the year ended December 31, 2024. The increase was primarily due to $50.4 million of unrealized gains on the fair value of the Company’s ZEC treasury holdings which are marked to market at the end of each period, as well reductions in research and development expenses and general and administrative expenses due to the completion of the sirexatamab Phase 2 clinical development program and a reduction in force of full-time employees.

Research and development expenses were $25.7 million for the full year 2025, compared to $57.2 million for the same period in 2024. The decrease for the full year 2025 was primarily due to a decrease in clinical trial costs and manufacturing costs during the year ended December 31, 2025. There was also a decrease in payroll and other related expenses due to a decrease in headcount, a decrease in stock based compensation expense, and a decrease in consulting fees.

General and administrative expenses were $10.9 million for the full year 2025, compared to $12.8 million for the same period in 2024. The decrease for the full year 2025 was primarily due to a decrease in payroll and other related expenses due to a decrease in incentive based compensation expense and a decrease in headcount. This decrease was partially offset by an increase in stock based compensation expense due to RSUs granted, and an increase in professional fees during the year ended December 31, 2025.

During the year ended December 31, 2025, the Company recorded a $50.4 million unrealized gain on the change in fair value of the Company’s ZEC treasury holdings.

Cash and cash equivalents totaled $14.0 million on December 31, 2025, and ZEC treasury holdings, categorized as a digital asset receivable, totaled $147.4 million on December 31, 2025.

(Press release, Cypherpunk Technologies, MAR 16, 2026, View Source [SID1234663563])

On March 16, 2026 Cue Biopharma, Inc. (Nasdaq: CUE), a clinical-stage biopharmaceutical company developing a novel class of therapeutic biologics to selectively engage and modulate disease-specific T cells for the treatment of autoimmune and inflammatory diseases, reported fourth quarter and full year 2025 financial results.

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"During the fourth quarter and throughout the full year 2025, the Company successfully met its strategic development goals and objectives that demonstrated significant progress towards establishing potential first-in-class and best-in-class assets for patients suffering with autoimmune diseases," said Usman Azam, M.D., president and chief executive officer of Cue Biopharma. "With these strategic deliverables and continued progress to date, we believe we are well positioned to further advance our differentiating Immuno-STAT platform and lead autoimmune asset, CUE-401, toward the clinic to address major unmet needs in autoimmune disease treatment."

Business Highlights

•
Advanced research and development of CUE-401 for IND (Investigational New Drug) readiness
•
Conducted toxicology and pharmacology studies and announced preclinical safety and tolerability data
•
In two non-GLP studies, CUE-401 was well tolerated with no adverse events observed
•
Proof-of concept studies reinforce promising preclinical profile and therapeutic potential of CUE-401
•
Presented in vivo and in vitro data that demonstrate the therapeutic potential of CUE-401 to restore immune balance for the treatment of autoimmune and inflammatory diseases at the World Immune Regulation Meeting (WIRM) held March 11-14, 2026

•
Announced strategic collaboration and license agreement with ImmunoScape to develop breakthrough cell therapy approach for solid tumors
•
Entitled to upfront payments totaling $15 million. Of these payments, received $9.5 million, net of withholding taxes in the fourth quarter of 2025, and entitled to receive an additional $5 million in November 2026
•
Received a 40% equity stake in ImmunoScape, and the Company is eligible for high-single digit royalties
•
Company plans to announce Virtual R&D Day event highlighting CUE-401, the company’s lead autoimmune asset, within the next couple of weeks. CUE-401 is designed to act mechanistically both as a regulator of proinflammatory mechanisms and as a master switch for regulatory T cell (Treg) differentiation to induce tolerance.

Fourth Quarter 2025 Financial Results

The Company reported collaboration revenue of $21.9 million and $1.6 million for the three months ended December 31, 2025 and 2024, respectively. The increase was primarily due to revenue recognized from the collaboration and license agreement with ImmunoScape in the fourth quarter of 2025.

Research and development expenses were $16.5 million and $7.2 million for the three months ended December 31, 2025 and 2024, respectively. The increase was primarily due to an increase in drug substance manufacturing and lab costs for CUE-401, an increase from one-time acquired acquired in-process research and development costs in connection with our collaboration and license agreement with ImmunoScape, and an increase in license fees payable to Einstein in connection with the collaboration and license agreement with ImmunoScape. These increases were partially offset by a decrease in employee compensation, which includes stock-based compensation, due to a reduction in headcount, as well as a decrease in clinical trial costs as a result of licensing molecules from the CUE-100 series to ImmunoScape.

General and administrative expenses were $3.5 million and $4.0 million for the three months ended December 31, 2025 and 2024, respectively. The decrease was primarily due to a decrease in employee compensation, which includes stock-based compensation, due to a reduction in headcount, partially offset by an increase in severance expense paid to our former chief executive officer as well as an increase in professional fees related to the review, negotiation, and preparation of the collaboration and license agreement with ImmunoScape.

Full Year 2025 Financial Results

The Company reported collaboration revenue of $27.5 million and $9.3 million for the years ended December 31, 2025 and 2024, respectively. The increase was primarily due to revenue earned from our collaboration and license agreement entered into with ImmunoScape in the fourth quarter of 2025.

Research and development expenses were $37.7 million and $36.3 million for the years ended December 31, 2025 and 2024, respectively. The increase was primarily due to one-time acquired in-process research and development costs in connection with our collaboration and license agreement with ImmunoScape, an increase in drug substance manufacturing and lab costs for CUE-401, and an increase in license fees payable to Einstein in connection with the collaboration and license agreement with ImmunoScape. These increases were partially offset by a decrease in employee compensation, which includes stock-based compensation, due to a reduction in headcount, as well as a decrease in clinical trial costs as a result of licensing molecules from the CUE-100 series to ImmunoScape.

General and administrative expenses were $16.2 million and $14.6 million for the years ended December 31, 2025 and 2024, respectively. The increase was primarily due to an increase in professional fees, which included fees incurred for the review, negotiation, and preparation of our 2025 collaboration and license agreements and an increase in severance paid to our former chief executive officer, partially offset by a decrease in employee compensation, which includes stock-based compensation, due to a reduction in headcount.

As of December 31, 2025, the Company had $27.1 million in cash and cash equivalents.

(Press release, Cue Biopharma, MAR 16, 2026, View Source [SID1234663562])

On March 16, 2026 CRISPR Therapeutics AG (the "Company") completed its previously announced private offering (the "Offering") of $600.0 million aggregate principal amount of its Convertible Senior Notes due 2031 (the "Notes"), including the exercise in full of the initial purchasers’ option to purchase up to an additional $50.0 million principal amount of Notes. The Notes were issued pursuant to an indenture, dated as of March 16, 2026 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee. The investors in the Notes agreed to an effective coupon of 1.125%. Because of
anticipated 35% withholding on interest payments on the Notes under Swiss tax law, the Company agreed to increase the
coupon by 0.6058% to 1.7308% to effectively eliminate the impact of such anticipated withholding on any holders who are not
eligible to receive a refund.

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The Company’s net proceeds from the Offering were approximately $585.2 million, after deducting the initial purchasers’ discounts and commissions and the estimated Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate purposes.

The Notes are senior, unsecured obligations of the Company and will mature on March 1, 2031, unless earlier converted, redeemed or repurchased. The Notes will accrue interest payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2026. Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding the maturity date, other than during a "conversion freeze period" (as defined in the Indenture). Upon conversion, the Company will deliver for each $1,000 principal amount of converted Notes a number of its common shares, nominal value CHF 0.03 per share (the "Common Shares"), equal to the conversion rate (together with a cash payment in lieu of delivering any fractional Common Share).

The conversion rate for the Notes will initially be 13.0617 Common Shares per $1,000 principal amount of Notes (equivalent to an 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 the last reported sale price of $52.80 per Common Share on the Nasdaq Global Market on March 10, 2026. The conversion rate for the Notes will be subject to 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 maturity date of the Notes or if the Company delivers a notice of optional redemption, the Company will, 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, 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.

The Company may not redeem the Notes prior to March 6, 2029. The 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 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 (as defined in the Indenture), 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.

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:

•
default in any payment of interest on any Note when due and payable and the default continues for a period of 30 days;
•
default in the payment of principal of any Note when due and payable at its stated maturity, upon any optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;
•
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.

(Filing, CRISPR Therapeutics, MAR 16, 2026, View Source [SID1234663561])