Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023 . The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2023 , our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under that framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2023 .
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The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by Ernst & Young LLP, an independent registered public accounting firm, and has issued an attestation report on such audit, which is included herein.
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during our fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Editas Medicine, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Editas Medicine, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Editas Medicine, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Editas Medicine Inc. as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes, and our report dated February 28, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
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. 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 28, 2024
Item 9B. Other Information.
Director and Officer Trading Arrangements
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.
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. federal securities laws that prohibit trading while in possession of material nonpublic information. 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.
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
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. A copy of the code is posted on the Corporate Governance section of our website, which is located at www.editasmedicine.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K. We will provide any person, without charge, a copy of such Code of Business Conduct and Ethics upon written request, which may be mailed to 11 Hurley Street, Cambridge, MA 02141, Attn: Corporate Secretary.
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Item 11. Executive Compensation.
The information required by this Item 11 will be included in the section captioned “Executive Compensation” in our definitive proxy statement to be filed with the SEC with respect to our 2024 Annual Meeting of Stockholders, which information (other than the information required by Item 402(v) of Regulation S-K) is incorporated herein by reference .
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 will be included in the sections captioned “Transactions with Related Persons” and “Director Independence” 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 .
Item 14. Principal Accounting Fees and Services.
The information required by this Item 14 will be included in the sections captioned “Audit Fees” and “Audit Committee Pre-Approval Policy and Procedures” 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 .
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(1) Financial Statements
Our consolidated financial statements are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by reference.
(2) Financial Statement Schedules
Schedules have been omitted since they are either not required or not applicable or the information is otherwise included herein.
(3) Exhibits
The exhibits filed as part of this Annual Report on Form 10-K are listed in the following Exhibit Index.
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number Description of Exhibit Form File No. Date of
Filing Exhibit
Number Filed
Herewith
3.1 Restated Certificate of Incorporation of the Registrant
8-K 001-37687 2/8/2016 3.1
3.2 Amended and Restated By-laws of the Registrant
8-K 001-37687 3/14/2023 3.1
4.1 Specimen Stock Certificate evidencing the shares of common stock
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
X
10.1+ 2013 Stock Incentive Plan, as amended
S-1 333-208856 1/4/2016 10.5
10.2+ Form of Incentive Stock Option Agreement under 2013 Stock Incentive Plan, as amended
S-1 333-208856 1/4/2016 10.6
10.3+ Form of Nonstatutory Stock Option Agreement under 2013 Stock Incentive Plan, as amended
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
S-1 333-208856 1/4/2016 10.8
10.5+ Form of Restricted Stock Agreement under 2013 Stock Incentive Plan, as amended
S-1 333-208856 1/4/2016 10.9
10.6+ 2015 Stock Incentive Plan
S-1 333-208856 1/4/2016 10.10
10.7+ Form of Incentive Stock Option Agreement under 2015 Stock Incentive Plan
X
10.8+ Form of Nonstatutory Stock Option Agreement under 2015 Stock Incentive Plan
X
10.9+ Form of Restricted Stock Agreement under 2015 Stock Incentive Plan
X
10.10+ Form of Restricted Stock Unit Award Agreement under the 2015 Stock Incentive Plan
X
10.11+ Employment Offer Letter, dated April 13, 2022, between the Registrant and Gilmore O’Neill
10-Q 001-37687 8/3/2022 10.1
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Incorporated by Reference
Exhibit
Number Description of Exhibit Form File No. Date of
Filing Exhibit
Number Filed
Herewith
10.12+ Employment Offer Letter, dated May 12, 2023, between the Registrant and Erick Lucera
10-Q 001-37687 8/2/2023 10.1
10.13+ Employment Offer Letter, dated July 3, 2023, between the Registrant and Linda C. Burkly
10-Q 001-37687 8/2/2023 10.3
10.14+ Employment Offer Letter, dated June 14, 2022, between the Registrant and Baisong Mei
10-K 001-37687 8/3/2022 10.3
10.15+ Employment Offer Letter, dated September 22, 2021, between the Registrant and Bruce Eaton
10-Q 001-37687 11/9/2021 10.1
10.16+ Separation Agreement, dated October 6, 2023 between the Registrant and Bruce Eaton
10-Q 001-37687 11/3/2023 10.1
10.17+ Employment Offer Letter, dated December 27, 2019, between the Registrant and Michelle Robertson
10-K 001-37687 2/26/2020 10.14
10.18+ Separation Agreement, dated May 16, 2023, between the Registrant and Michelle Robertson
10-Q 001-37687 8/2/2023 10.2
10.19+ Form of Inducement Stock Option Agreement for the Registrant’s executive officers
X
10.20+ Form of Inducement Restricted Stock Unit Award Agreement for the Registrant’s executive officers
X
10.21† Amended and Restated Cas9-I License Agreement, dated December 16, 2016, among the Registrant, the President and Fellows of Harvard College (“Harvard”), and the Broad Institute, Inc. (the “Broad”)
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
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. (“Juno”)
10-K 001-37687 2/26/2020 10.20
10.24* License and Agreement, dated November 11, 2019, between the Registrant and Juno
10-K 001-37687 2/26/2020 10.21
10.25† Sponsored Research Agreement, dated June 7, 2018, between the Registrant and Broad
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
10-K 001-37687 2/26/2021 10.24
10.27+ Summary of Director Compensation Program
X
10.28+ 2015 Employee Stock Purchase Plan
S-1 333-208856 1/4/2016 10.25
10.29+ Amended and Restated Severance Benefits Plan
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
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
8-K 001-37687 2/19/2016 99.1
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Incorporated by Reference
Exhibit
Number Description of Exhibit Form File No. Date of
Filing Exhibit
Number Filed
Herewith
10.32 First Amendment to Lease Agreement, dated November 15, 2022 between Registrant and ARE-MA Region No. 55, LLC
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
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
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
10-K 001-37687 2/26/2021 10.32
10.36 Omnibus Amendment, dated as of February 5, 2024, by and among the Registrant, Broad and Harvard
X
10.37* Letter Agreement, dated as of November 18, 2019, by and among, the Registrant, Broad and Harvard
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
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
8-K 001-37687 5/14/2021 1.1
21.1 Subsidiaries of the Registrant
10-K 001-37687 2/22/2023 21.1
23.1 Consent of Ernst & Young
X
31.1 Rule 13a-14(a) Certification of Principal Executive Officer
X
31.2 Rule 13a-14(a) Certification of Principal Financial Officer
X
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. §1350
X
97 Dodd-Frank Compensation Recovery Policy
X
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): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statement of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
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.
__________________________________________________
† Confidential treatment has been granted as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.
* 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 are information of the type that the registrant customarily and actually treats as private or confidential.
+ Management contract or compensatory plan or arrangement.
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Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: February 28, 2024
By: /s/ Gilmore O’Neill
Gilmore O’Neill
Principal Executive Officer
SIGNATURES
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.
Signature Title Date
/s/ Gilmore O’Neill President and Chief Executive Officer, Director (principal executive officer) February 28, 2024
Gilmore O’Neill, M.B., M.M.Sc.
/s/ Erick Lucera Chief Financial Officer (principal financial and accounting officer) February 28, 2024
Erick Lucera
/s/ Emma Reeve Chair of the Board February 28, 2024
Emma Reeve
/s/ Meeta Chatterjee Director February 28, 2024
Meeta Chatterjee, Ph.D.
/s/ Bernadette Connaughton Director February 28, 2024
Bernadette Connaughton
/s/ Andrew Hirsch Director February 28, 2024
Andrew Hirsch
/s/ Jessica Hopfield Director February 28, 2024
Jessica Hopfield, Ph.D.
/s/ Elliott Levy Director February 28, 2024
Elliott Levy, M.D.
/s/ David Scadden Director February 28, 2024
David Scadden, M.D.
/s/ Akshay K. Vaishnaw Director February 28, 2024
Akshay K. Vaishnaw, M.D., Ph.D.
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