Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: On January 22, 2021, we issued an aggregate of 303,599 shares of common stock to The Broad Institute, Inc.
−Removed: (“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.
−Removed: No underwriters were involved in the foregoing issuance of securities.
−Removed: 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.
−Removed: 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.
+Added: On June 14, 2021, we granted our Chief Scientific Officer an option to purchase 52,718 shares of our common stock and a restricted stock unit award of 32,701 shares and granted our Chief Regulatory Officer an option to purchase 44,202 shares of our common stock and a restricted stock unit award of 14,144 shares, as inducements to employment in accordance with Nasdaq Listing Rule 5635(c)(4).
+Added: No underwriters were involved in the foregoing issuances of securities.
+Added: The securities were issued pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, relating to transactions by an issuer not involving any public offering.
+Added: The recipients either received adequate information about us or had access, through other relationships, to such information.
+Added: Each stock option is scheduled to become exercisable as to 25% of the shares underlying the option on the first anniversary of the date of grant, and as to an additional 2.0833% of the shares underlying the option at the end of each successive month following such date, subject to the recipient’s continued service.
+Added: The options have an exercise price of $38.53 per share.
+Added: Each restricted stock unit award is scheduled to vest as to one-fourth of the shares on each anniversary of the date of grant until the fourth anniversary of the date of grant, subject to the recipient’s continued service.
Exhibit Index
Description of Exhibit
−Removed: 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.
−Removed: 001-37687) filed with the Securities and Exchange Commission on February 26, 2021) .
−Removed: Employment Offer Letter, dated February 14, 2021, between the Registrant and James C.
−Removed: Mullen (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K (File No.
−Removed: 001-37687) filed with the Securities and Exchange Commission on February 26, 2021).
−Removed: 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.
−Removed: 001-37687 ) filed with the Securities and Exchange Commission on February 26, 2021).
−Removed: 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.
−Removed: 001-37687) filed with the Securities and Exchange Commission on February 26, 2021).
−Removed: 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.
−Removed: 001-37687) filed with the Securities and Exchange Commission on February 26, 2021).
+Added: Common Stock Sales Agreement, dated as of May 14, 2021, by and between the Company and Cowen and Company, LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-37687) filed with the Securities and Exchange Commission on May 14, 2021)
+Added: Employment Offer Letter, dated April 19, 2021, between the Registrant and Mark S.
+Added: Summary of Non-Employee Director Compensation Program
Rule 13a-14(a) Certification of Principal Executive Officer
1 unchanged sentence
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
−Removed: 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):
+Added: The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 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.
−Removed: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL.
+Added: The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL.
*Filed herewith
−Removed: † Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
−Removed: 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.
2 unchanged sentences
EDITAS MEDICINE, INC.
+Added: August 5, 2021
/s/ Michelle Robertson
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.