Editas Medicine, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 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). No underwriters were involved in the foregoing issuances of securities. 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. The recipients either received adequate information about us or had access, through other relationships, to such information. 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. The options have an exercise price of $38.53 per share. 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. 31 Table of Contents . ​ ​ ​ ​ Item 6. Exhibits ​ Exhibit Index ​ Exhibit Number Description of Exhibit 10.1 ​ 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. 001-37687) filed with the Securities and Exchange Commission on May 14, 2021) 10.2* ​ Employment Offer Letter, dated April 19, 2021, between the Registrant and Mark S. Shearman 10.3* ​ Summary of Non-Employee Director Compensation Program 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 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. 104* ​ 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 + 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. ​ ​ 32 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: August 5, 2021 By: /s/ Michelle Robertson ​ ​ Michelle Robertson ​ ​ Chief Financial Officer (Principal Financial Officer) ​ ​ ​ ​ 33