Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On June 2, 2022, we granted our Chief Executive Officer an option to purchase 950,209 shares of our common stock, and on July 18, 2022, we granted our Chief Medical Officer an option to purchase 171,602 shares of our common stock, each as an inducement 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.
The stock options are scheduled to become exercisable as to 25% of the shares underlying the options on the first anniversary of their respective dates of grant, and as to an additional 2.0833% of the shares underlying the options at the end of each successive month following such date, subject to the recipient’s continued service. The option granted to our Chief Executive Officer has an exercise price of $11.54 per share, and the option granted to our Chief Medical Officer has an exercise price of $14.99 per share.
31
Table of Contents
Item 6. Exhibits
Exhibit Index
Exhibit
Number
Description of Exhibit
10.1*
Employment Offer Letter, dated April 13, 2022, between the Registrant and Gilmore O’Neill.
10.2*
Amendment to Employment Offer Letter, dated April 13, 2022, between the Registrant and James C. Mullen.
10.3*
Employment Offer Letter, dated June 14, 2022, between the Registrant and Baisong Mei.
10.4*
Amendment to RSU Agreement, dated May 24, 2022, between the Registrant and James C. Mullen.
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, 2022, 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, 2022, 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 3, 2022
By:
/s/ Michelle Robertson
Michelle Robertson
Chief Financial Officer
(Principal Financial Officer)
33