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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.
−Removed: During the quarterly period covered by this report, Linda C.
−Removed: Burkly, Ph.D.
−Removed: , our Chief Scientific Officer , entered into a Rule 10b5-1 trading arrangement that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act).
−Removed: This sell-to-cover arrangement, which was adopted on July 3, 2023 , applies to restricted stock units (“RSUs”), whether vesting is based on the passage of time and/or the achievement of performance goals, granted on her start date, July 24, 2023, and any RSUs that may be granted from time to time thereafter (other than those which by their terms require us to withhold shares for tax withholding obligations in connection with vesting and settlement).
−Removed: This arrangement provides for the automatic sale of shares of our common stock that would otherwise be issuable on each settlement date of a covered RSU in an amount necessary to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to us in satisfaction of the applicable withholding obligation.
−Removed: The number of shares that will be sold under this arrangement is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the market price of our common stock at the time of settlement and the potential future grant of additional RSUs subject to this arrangement.
−Removed: None of our directors or officers terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b 5 -1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.
+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 quarterly period covered by this report.
Exhibit Index
Number Description of Exhibit
−Removed: 10.1 Employment Offer Letter, dated July 3, 2023, between the Registrant and Linda C.
−Removed: Burkly (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No.
−Removed: 001-37687) filed with the Securities and Exchange Commission on August 2, 2023)
−Removed: 10.2* Separation Agreement, dated October 6, 2023 between the Registrant and Bruce Eaton
+Added: 10.1 Omnibus Amendment , dated as of February 5, 2024, by and among the Registrant, the Broad Institute, Inc., and the President and Fellows of Harvard C o llege (incorporated by reference to Exhibit 10 .
+Added: 3 6 to the Company's Annual Report on Form 10- K (File No.
+Added: 001-37687) filed with the Securities and Exchange Commission on February 2 8 , 202 4 ) .
+Added: 10.2*† First Amendment , dated as of March 21, 2024, to the Second Amended and Restated Collaboration and License Agreement , between the Registrant and Juno Therapeutics, Inc.
31.1* Rule 13a-14(a) Certification of Principal Executive Officer
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32.1+ Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
−Removed: 101* The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language):
+Added: 101* The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):
(i) Condensed Consolidated Balance Sheets (unaudited), (ii) Condensed Consolidated Statements of Operations (unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss (unaudited), (iv) Condensed Consolidated Statements of Stockholders’ Equity (unaudited), (v) Condensed 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: 104* The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL.
+Added: 104* Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)
* Filed herewith
+Added: † Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
+Added: 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.
+ 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.
−Removed: November 3, 2023
/s/ Erick Lucera
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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.