13 unchanged sentences
Based on our evaluation under that framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2024 .
−Removed: 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.
+Added: As a “smaller reporting company”, we are not required to provide an attestation report of our registered public accounting firm on the effectiveness of our internal control over financial reporting.
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, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors of Editas Medicine, Inc.
−Removed: Opinion on Internal Control over Financial Reporting
−Removed: 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).
−Removed: In our opinion, Editas Medicine, Inc.
−Removed: (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: 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.
−Removed: 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.
−Removed: 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 Report on Internal Control over Financial Reporting.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: 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 and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: 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.
−Removed: 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.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control Over Financial Reporting
−Removed: 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.
−Removed: 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;
−Removed: (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;
−Removed: 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.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: 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.
−Removed: /s/ Ernst & Young LLP
−Removed: Boston, Massachusetts
−Removed: February 28, 2024
Other Information.
5 unchanged sentences
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 2024.
+Added: Common Stock Sales Agreement Amendment
+Added: On March 5, 2025, we entered in a second amendment to the Common Stock Sales Agreement with TD Cowen, pursuant to which we may offer and sell from time to time shares of our common stock through or to TD Cowen as our sales agent or principal, in order to reduce the aggregate offering amount of shares that may be sold thereunder from $300.0 million to $150.0 million.
+Added: The foregoing description of the amendment is qualified in its entirety by reference to the full text of the amendment, a copy of which is included as Exhibit 10.38 to this Annual Report on Form 10-K.
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 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.
+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 III Directors,” “Directors Continuing in Office,” “Executive Officers Who Are Not Directors,” “Delinquent Section 16(a) Reports,” if applicable, and “Insider Trading Policy,” in our definitive proxy statement to be filed with the Securities and Exchange Commission (“SEC”) with respect to our 2025 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.
3 unchanged sentences
Corporate Secretary.
+Added: We have adopted an Insider Trading Policy governing the purchase and sale and/or dispositions of our securities by our directors, officers, employees and other covered persons.
+Added: We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards.
+Added: A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Executive Compensation.
8 unchanged sentences
(1) Financial Statements
−Removed: 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.
+Added: Our consolidated financial statements are set forth in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K and are incorporated herein by reference.
(2) Financial Statement Schedules
12 unchanged sentences
4.2 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
+Added: 10-K 001-37687 2/28/2024 4.2
10.1+ 2013 Stock Incentive Plan, as amended
11 unchanged sentences
10.7+ Form of Incentive Stock Option Agreement under 2015 Stock Incentive Plan
+Added: 10-K 001-37687 2/28/2024 10.7
10.8+ Form of Nonstatutory Stock Option Agreement under 2015 Stock Incentive Plan
+Added: 10-K 001-37687 2/28/2024 10.8
10.9+ Form of Restricted Stock Agreement under 2015 Stock Incentive Plan
+Added: 10-K 001-37687 2/28/2024 10.9
10.10+ Form of Restricted Stock Unit Award Agreement under the 2015 Stock Incentive Plan
+Added: 10-K 001-37687 2/28/2024 10.10
10.11+ Employment Offer Letter, dated April 13, 2022, between the Registrant and Gilmore O’Neill
9 unchanged sentences
10-K 001-37687 8/3/2022 10.3
−Removed: 10.15+ Employment Offer Letter, dated September 22, 2021, between the Registrant and Bruce Eaton
−Removed: 10-Q 001-37687 11/9/2021 10.1
−Removed: 10.16+ Separation Agreement, dated October 6, 2023 between the Registrant and Bruce Eaton
−Removed: 10-Q 001-37687 11/3/2023 10.1
−Removed: 10.17+ Employment Offer Letter, dated December 27, 2019, between the Registrant and Michelle Robertson
−Removed: 10-K 001-37687 2/26/2020 10.14
−Removed: 10.18+ Separation Agreement, dated May 16, 2023, between the Registrant and Michelle Robertson
−Removed: 10-Q 001-37687 8/2/2023 10.2
+Added: 10.15+ Separation Agreement, dated December 16, 2024 between the Registrant and Baisong Mei
10.16+ Form of Inducement Stock Option Agreement for the Registrant’s executive officers
+Added: 10-K 001-37687 2/28/2024 10.19
10.17+ Form of Inducement Restricted Stock Unit Award Agreement for the Registrant’s executive officers
+Added: 10-K 001-37687 2/28/2024 10.20
10.18† 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.
5 unchanged sentences
10-K 001-37687 2/26/2020 10.20
+Added: 10.21* First Amendment, dated March 21, 2024, to the Second Amended and Restated Collaboration and License Agreement, between the Registrant and Juno
+Added: 10-Q 001-37687 5/8/2024 10.2
10.22* License and Agreement, dated November 11, 2019, between the Registrant and Juno
4 unchanged sentences
10-K 001-37687 2/26/2021 10.24
+Added: 10.25* Purchase and Sale Agreement, dated October 3, 2024, between the Registrant and DRI Healthcare Acquisitions LP
10.26+ Summary of Director Compensation Program
+Added: 10-K 001-37687 2/28/2024 10.27
10.27+ 2015 Employee Stock Purchase Plan
19 unchanged sentences
10.35 Omnibus Amendment, dated as of February 5, 2024, by and among the Registrant, Broad and Harvard
+Added: 10-K 001-37687 2/28/2024 10.36
10.36* Letter Agreement, dated as of November 18, 2019, by and among, the Registrant, Broad and Harvard
2 unchanged sentences
10-K 001-37687 2/26/2020 10.31
−Removed: 10.39 Common Stock Sales Agreement, dated as of May 14, 2021, by and between the Company and Cowen and Company, LLC
−Removed: 8-K 001-37687 5/14/2021 1.1
+Added: 10.38 Common Stock Sales Agreement, dated as of May 14, 2021, by and between the Company and TD Securities (USA) LLC, as amended on February 28, 2024 and March 5, 2025
+Added: S-3 333-277471 3/5/2025 1.2
+Added: 19.1 Insider Trading Policy
21.1 Subsidiaries of the Registrant
5 unchanged sentences
97 Dodd-Frank Compensation Recovery Policy
+Added: 10-K 001-37687 2/28/2024 97
101 The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):
9 unchanged sentences
EDITAS MEDICINE, INC.
−Removed: February 28, 2024
+Added: March 5, 2025
/s/ Gilmore O’Neill
3 unchanged sentences
Signature Title Date
−Removed: /s/ Gilmore O’Neill President and Chief Executive Officer, Director (principal executive officer) February 28, 2024
+Added: /s/ Gilmore O’Neill President and Chief Executive Officer, Director (principal executive officer) March 5, 2025
Gilmore O’Neill, M.B., M.M.Sc.
−Removed: /s/ Erick Lucera Chief Financial Officer (principal financial and accounting officer) February 28, 2024
−Removed: /s/ Emma Reeve Chair of the Board February 28, 2024
−Removed: /s/ Meeta Chatterjee Director February 28, 2024
−Removed: Meeta Chatterjee, Ph.D.
−Removed: /s/ Bernadette Connaughton Director February 28, 2024
+Added: /s/ Erick Lucera Chief Financial Officer (principal financial and accounting officer) March 5, 2025
+Added: /s/ Jessica Hopfield Chair of the Board March 5, 2025
+Added: Jessica Hopfield, Ph.D.
+Added: /s/ Bernadette Connaughton Director March 5, 2025
Bernadette Connaughton
−Removed: /s/ Andrew Hirsch Director February 28, 2024
+Added: /s/ Andrew Hirsch Director March 5, 2025
Andrew Hirsch
−Removed: /s/ Jessica Hopfield Director February 28, 2024
−Removed: Jessica Hopfield, Ph.D.
−Removed: /s/ Elliott Levy Director February 28, 2024
+Added: /s/ Elliott Levy Director March 5, 2025
Elliott Levy, M.D.
−Removed: /s/ David Scadden Director February 28, 2024
+Added: /s/ David Scadden Director March 5, 2025
David Scadden, M.D.
−Removed: /s/ Akshay K.
−Removed: Vaishnaw Director February 28, 2024
−Removed: 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.