On November 30, 2022, Intellia Therapeutics, Inc. (the "Company" or "Intellia") entered into an Underwriting Agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC (the "Underwriter"), related to a public offering (the "Offering") of 6,550,219 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock") at a price to the public of $45.80 per share (Filing, 8-K, Intellia, DEC 1, 2022, View Source [SID1234624668]). In addition, the Company granted the Underwriter an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 982,532 shares. The Company estimates that the net proceeds from the offering will be approximately $293.5 million after deducting the underwriting discount and its estimated offering expenses. The offering is expected to close on December 2, 2022, subject to customary closing conditions.

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The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-251022), including the prospectus dated November 30, 2020, as supplemented by a prospectus supplement dated November 30, 2022. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the shares of Common Stock.

The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and is incorporated by reference herein. A copy of the opinion of Goodwin Procter LLP, relating to the legality of the ordinary shares, is filed as Exhibit 5.1 hereto and is incorporated by reference herein.