25 unchanged sentences
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission of the PCAOB.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB.
13 unchanged sentences
Other Information.
+Added: Director and Officer Trading Arrangements
+Added: A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”)) is in the form of equity awards and, from time to time, directors and officers may engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other of our securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.
+Added: Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S.
+Added: federal securities laws that prohibit trading while in possession of material nonpublic information.
+Added: Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.
+Added: None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of 2023.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance.
−Removed: Except to the extent provided below, the information required by this Item 10 will be included in the section captioned “Corporate Governance” and the subsections thereof, “Nominees for Election as Class I Directors,” “Directors Continuing in Office,” “Executive Officers Who Are Not Directors,” and “Delinquent Section 16(a) Reports,” if applicable, in our definitive proxy statement to be filed with the Securities and Exchange Commission (“SEC”) with respect to our 2023 Annual Meeting of Stockholders, which information is incorporated herein by reference.
+Added: Except to the extent provided below, the information required by this Item 10 will be included in the section captioned “Corporate Governance” and the subsections thereof, “Nominees for Election as Class II Directors,” “Directors Continuing in Office,” “Executive Officers Who Are Not Directors,” and “Delinquent Section 16(a) Reports,” if applicable, in our definitive proxy statement to be filed with the Securities and Exchange Commission (“SEC”) with respect to our 2024 Annual Meeting of Stockholders, which information is incorporated herein by reference.
We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
6 unchanged sentences
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
−Removed: The information required by this Item 12 will be included in the sections captioned “Principal Stockholders” and “Securities Authorized for Issuance under Equity Compensation Plans” in our definitive proxy statement to be filed with the SEC with respect to our 2023 Annual Meeting of Stockholders, which information is incorporated herein by reference.
+Added: The information required by this Item 12 will be included in the sections captioned “Principal Stockholders” and “Securities Authorized for Issuance under Our Equity Compensation Plans” in our definitive proxy statement to be filed with the SEC with respect to our 2024 Annual Meeting of Stockholders, which information is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence.
10 unchanged sentences
Incorporated by Reference
−Removed: Description of Exhibit
+Added: Number Description of Exhibit Form File No.
+Added: Filing Exhibit
3.1 Restated Certificate of Incorporation of the Registrant
+Added: 8-K 001-37687 2/8/2016 3.1
3.2 Amended and Restated By-laws of the Registrant
+Added: 8-K 001-37687 3/14/2023 3.1
4.1 Specimen Stock Certificate evidencing the shares of common stock
+Added: S-1 333-208856 1/4/2016 4.1
4.2 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
10.1+ 2013 Stock Incentive Plan, as amended
+Added: S-1 333-208856 1/4/2016 10.5
10.2+ Form of Incentive Stock Option Agreement under 2013 Stock Incentive Plan, as amended
+Added: S-1 333-208856 1/4/2016 10.6
10.3+ Form of Nonstatutory Stock Option Agreement under 2013 Stock Incentive Plan, as amended
+Added: S-1 333-208856 1/4/2016 10.7
10.4+ Form of Early Exercise Nonstatutory Stock Option Agreement under 2013 Stock Incentive Plan, as amended
+Added: S-1 333-208856 1/4/2016 10.8
10.5+ Form of Restricted Stock Agreement under 2013 Stock Incentive Plan, as amended
+Added: S-1 333-208856 1/4/2016 10.9
10.6+ 2015 Stock Incentive Plan
+Added: S-1 333-208856 1/4/2016 10.10
10.7+ Form of Incentive Stock Option Agreement under 2015 Stock Incentive Plan
3 unchanged sentences
10.11+ Employment Offer Letter, dated April 13, 2022, between the Registrant and Gilmore O’Neill
+Added: 10-Q 001-37687 8/3/2022 10.1
Incorporated by Reference
−Removed: Description of Exhibit
−Removed: Employment Offer Letter, dated February 14, 2021, between the Registrant and James C.
−Removed: Amendment to Employment Offer Letter, dated April 13, 2022, between the Registrant and James C.
−Removed: Amendment to RSU Agreement, dated May 24, 2022, between the Registrant and James C.
−Removed: Employment Offer Letter, dated December 27, 2019, between the Registrant and Michelle Robertson
+Added: Number Description of Exhibit Form File No.
+Added: Filing Exhibit
+Added: 10.12+ Employment Offer Letter, dated May 12, 2023, between the Registrant and Erick Lucera
+Added: 10-Q 001-37687 8/2/2023 10.1
+Added: 10.13+ Employment Offer Letter, dated July 3, 2023, between the Registrant and Linda C.
+Added: 10-Q 001-37687 8/2/2023 10.3
10.14+ Employment Offer Letter, dated June 14, 2022, between the Registrant and Baisong Mei
−Removed: Employment Offer Letter, dated April 19, 2021, between the Registrant and Mark S.
+Added: 10-K 001-37687 8/3/2022 10.3
10.15+ Employment Offer Letter, dated September 22, 2021, between the Registrant and Bruce Eaton
+Added: 10-Q 001-37687 11/9/2021 10.1
+Added: 10.16+ Separation Agreement, dated October 6, 2023 between the Registrant and Bruce Eaton
+Added: 10-Q 001-37687 11/3/2023 10.1
+Added: 10.17+ Employment Offer Letter, dated December 27, 2019, between the Registrant and Michelle Robertson
+Added: 10-K 001-37687 2/26/2020 10.14
+Added: 10.18+ Separation Agreement, dated May 16, 2023, between the Registrant and Michelle Robertson
+Added: 10-Q 001-37687 8/2/2023 10.2
10.19+ Form of Inducement Stock Option Agreement for the Registrant’s executive officers
2 unchanged sentences
(the “Broad”)
+Added: 8-K 001-37687 1/23/2017 99.2
10.22 Amendment No.1 to Amended and Restated Cas9-I License Agreement, by and among Editas Medicine, Inc., Harvard, and Broad, dated March 3, 2017
+Added: 8-K 001-37687 3/7/2017 99.1
10.23* Second Amended and Restated License and Collaboration Agreement, dated November 11, 2019, between the Registrant and Juno Therapeutics, Inc.
+Added: 10-K 001-37687 2/26/2020 10.20
10.24* License and Agreement, dated November 11, 2019, between the Registrant and Juno
+Added: 10-K 001-37687 2/26/2020 10.21
10.25† Sponsored Research Agreement, dated June 7, 2018, between the Registrant and Broad
+Added: 10-Q/A 001-37687 10/23/2018 10.2
10.26* First Amendment to Sponsored Research Agreement, dated January 11, 2021, between the Registrant and Broad
+Added: 10-K 001-37687 2/26/2021 10.24
10.27+ Summary of Director Compensation Program
10.28+ 2015 Employee Stock Purchase Plan
−Removed: Amended Severance Benefits Plan
+Added: S-1 333-208856 1/4/2016 10.25
+Added: 10.29+ Amended and Restated Severance Benefits Plan
+Added: 8-K 001-37687 11/22/2023 10.1
10.30 Form of Indemnification Agreement between the Registrant and each of its directors and executive officers
+Added: S-1 333-208856 1/4/2016 10.28
10.31 Lease Agreement, dated February 12, 2016, between Registrant and ARE-MA Region No.
55 Exchange Holding LLC
+Added: 8-K 001-37687 2/19/2016 99.1
Incorporated by Reference
−Removed: Description of Exhibit
+Added: Number Description of Exhibit Form File No.
+Added: Filing Exhibit
10.32 First Amendment to Lease Agreement, dated November 15, 2022 between Registrant and ARE-MA Region No.
+Added: 10-K 001-37687 2/22/2023 10.32
10.33† Cpf1 License Agreement, dated as of December 16, 2016, by and between the Registrant and Broad
+Added: 8-K 001-37687 1/23/2017 99.1
10.34† Cas9-II License Agreement, dated as of December 16, 2016, by and between the Registrant and Broad
+Added: 8-K 001-37687 1/23/2017 99.3
10.35* Omnibus Amendment, dated as of January 11, 2021, by and between the Registrant and Broad
+Added: 10-K 001-37687 2/26/2021 10.32
+Added: 10.36 Omnibus Amendment, dated as of February 5, 2024, by and among the Registrant, Broad and Harvard
10.37* Letter Agreement, dated as of November 18, 2019, by and among, the Registrant, Broad and Harvard
+Added: 10-K 001-37687 2/26/2020 10.30
10.38* Letter Agreement, dated as of December 16, 2019, by and among, the Registrant, Broad and Harvard
+Added: 10-K 001-37687 2/26/2020 10.31
10.39 Common Stock Sales Agreement, dated as of May 14, 2021, by and between the Company and Cowen and Company, LLC
−Removed: Termination Agreement, dated August 5, 2020, by and between the Registrant and Allergan Sales, LLC
+Added: 8-K 001-37687 5/14/2021 1.1
21.1 Subsidiaries of the Registrant
+Added: 10-K 001-37687 2/22/2023 21.1
23.1 Consent of Ernst & Young
2 unchanged sentences
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
+Added: 97 Dodd-Frank Compensation Recovery Policy
101 The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language):
1 unchanged sentence
104 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL.
+Added: __________________________________________________
† Confidential treatment has been granted as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.
10 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: /s/ Gilmore O’Neill
−Removed: President and Chief Executive Officer, Director (principal executive officer)
−Removed: February 22, 2023
+Added: Signature Title Date
+Added: /s/ Gilmore O’Neill President and Chief Executive Officer, Director (principal executive officer) February 28, 2024
Gilmore O’Neill, M.B., M.M.Sc.
−Removed: /s/ Michelle Robertson
−Removed: Chief Financial Officer (principal financial and accounting officer)
−Removed: February 22, 2023
−Removed: Michelle Robertson
−Removed: Executive Chairman of the Board
−Removed: February 22, 2023
−Removed: /s/ Meeta Chatterjee
−Removed: February 22, 2023
+Added: /s/ Erick Lucera Chief Financial Officer (principal financial and accounting officer) February 28, 2024
+Added: /s/ Emma Reeve Chair of the Board February 28, 2024
+Added: /s/ Meeta Chatterjee Director February 28, 2024
Meeta Chatterjee, Ph.D.
−Removed: /s/ Bernadette Connaughton
−Removed: February 22, 2023
+Added: /s/ Bernadette Connaughton Director February 28, 2024
Bernadette Connaughton
−Removed: /s/ Andrew Hirsch
−Removed: February 22, 2023
+Added: /s/ Andrew Hirsch Director February 28, 2024
Andrew Hirsch
−Removed: /s/ Jessica Hopfield
−Removed: February 22, 2023
+Added: /s/ Jessica Hopfield Director February 28, 2024
Jessica Hopfield, Ph.D.
−Removed: /s/ Emma Reeve
−Removed: February 22, 2023
−Removed: /s/ David Scadden
−Removed: February 22, 2023
+Added: /s/ Elliott Levy Director February 28, 2024
+Added: Elliott Levy, M.D.
+Added: /s/ David Scadden Director February 28, 2024
David Scadden, M.D.
/s/ Akshay K.
−Removed: February 22, 2023
+Added: Vaishnaw Director February 28, 2024
Vaishnaw, M.D., Ph.D.
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.