Editas Medicine, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On January 22, 2021, we issued an aggregate of 303,599 shares of common stock to The Broad Institute, Inc. (“Broad”) in satisfaction of payment obligations in an aggregate amount of $27.5 million to Broad under the Cpf1 License Agreement and the Sponsored Research Agreement. No underwriters were involved in the foregoing issuance of securities. The securities were issued pursuant to Section 4(a)(2) under the Securities Act, relating to transactions by an issuer not involving any public offering. Prior to receiving the shares, Broad represented to us that it was acquiring the shares for its own account for investment purposes, that it had received from us and our management all of the information that it considered appropriate to evaluate whether to accept the shares, that it was capable of evaluating and understanding the risks of the investment, and that it was an accredited investor as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. ​ ​ ​ ​ 26 Table of Contents Item 6. Exhibits ​ Exhibit Index ​ Exhibit Number Description of Exhibit 10.1 ​ Letter Agreement, dated February 15, 2021, by and between the Registrant and Cynthia Collins (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No. 001-37687) filed with the Securities and Exchange Commission on February 26, 2021) . 10.2 ​ Employment Offer Letter, dated February 14, 2021, between the Registrant and James C. Mullen (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K (File No. 001-37687) filed with the Securities and Exchange Commission on February 26, 2021). 10.3† ​ First Amendment to Sponsored Research Agreement, dated January 11, 2021, between the Registrant and Broad (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K (File No. 001-37687 ) filed with the Securities and Exchange Commission on February 26, 2021). 10.4† ​ Omnibus Amendment, dated as of January 11, 2021, by and between the Registrant and Broad (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K (File No. 001-37687) filed with the Securities and Exchange Commission on February 26, 2021). 10.5 ​ Summary of Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K (File No. 001-37687) filed with the Securities and Exchange Commission on February 26, 2021). 31.1* ​ Rule 13a-14(a) Certification of Principal Executive Officer 31.2* ​ Rule 13a-14(a) Certification of Principal Financial Officer 32.1+ ​ Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. §1350 101* ​ The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Loss (unaudited), (iv) Consolidated Statements of Stockholders’ Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Condensed Consolidated Financial Statements (unaudited), tagged as blocks of text and including detailed tags. 104* ​ The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL. ​ ​ *Filed herewith † Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Certain portions of this exhibit have been omitted because they are not material and would likely cause competitive harm to the Registrant if disclosed . + The certifications furnished in Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications are not to be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates them by reference. ​ ​ 27 Table of Contents 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. ​ ​ ​ ​ ​ EDITAS MEDICINE, INC. ​ ​ ​ ​ ​ ​ Dated: May 6, 2021 By: /s/ Michelle Robertson ​ ​ Michelle Robertson ​ ​ Chief Financial Officer (Principal Financial Officer) ​ ​ ​ ​ 28