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, 2024 . 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, 2024 , 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, 2024 .
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.
Item 9B. Other Information.
Director and Officer Trading Arrangements
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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 2024.
Common Stock Sales Agreement Amendment
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. 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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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 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. 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.
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. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
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 2025 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 2025 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 2025 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 2025 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 “Financial Statements and Supplementary Data” 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 12/10/2024 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
10-K 001-37687 2/28/2024 4.2
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
10-K 001-37687 2/28/2024 10.7
10.8+ Form of Nonstatutory Stock Option Agreement under 2015 Stock Incentive Plan
10-K 001-37687 2/28/2024 10.8
10.9+ Form of Restricted Stock Agreement under 2015 Stock Incentive Plan
10-K 001-37687 2/28/2024 10.9
10.10+ Form of Restricted Stock Unit Award Agreement under the 2015 Stock Incentive Plan
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
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+ Separation Agreement, dated December 16, 2024 between the Registrant and Baisong Mei
X
10.16+ Form of Inducement Stock Option Agreement for the Registrant’s executive officers
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
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. (the “Broad”)
8-K 001-37687 1/23/2017 99.2
10.19 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
10.20* 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
10.21* First Amendment, dated March 21, 2024, to the Second Amended and Restated Collaboration and License Agreement, between the Registrant and Juno
10-Q 001-37687 5/8/2024 10.2
10.22* License and Agreement, dated November 11, 2019, between the Registrant and Juno
10-K 001-37687 2/26/2020 10.21
10.23† Sponsored Research Agreement, dated June 7, 2018, between the Registrant and Broad
10-Q/A 001-37687 10/23/2018 10.2
10.24* First Amendment to Sponsored Research Agreement, dated January 11, 2021, between the Registrant and Broad
10-K 001-37687 2/26/2021 10.24
10.25* Purchase and Sale Agreement, dated October 3, 2024, between the Registrant and DRI Healthcare Acquisitions LP
X
10.26+ Summary of Director Compensation Program
10-K 001-37687 2/28/2024 10.27
10.27+ 2015 Employee Stock Purchase Plan
S-1 333-208856 1/4/2016 10.25
10.28+ Amended and Restated Severance Benefits Plan
8-K 001-37687 11/22/2023 10.1
10.29 Form of Indemnification Agreement between the Registrant and each of its directors and executive officers
S-1 333-208856 1/4/2016 10.28
10.30 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
10.31 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
10.32† 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
10.33† 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
10.34* Omnibus Amendment, dated as of January 11, 2021, by and between the Registrant and Broad
10-K 001-37687 2/26/2021 10.32
10.35 Omnibus Amendment, dated as of February 5, 2024, by and among the Registrant, Broad and Harvard
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
10-K 001-37687 2/26/2020 10.30
10.37* 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
10.38 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
S-3 333-277471 3/5/2025 1.2
19.1 Insider Trading Policy
X
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
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): (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, 2024, 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: March 5, 2025
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) March 5, 2025
Gilmore O’Neill, M.B., M.M.Sc.
/s/ Erick Lucera Chief Financial Officer (principal financial and accounting officer) March 5, 2025
Erick Lucera
/s/ Jessica Hopfield Chair of the Board March 5, 2025
Jessica Hopfield, Ph.D.
/s/ Bernadette Connaughton Director March 5, 2025
Bernadette Connaughton
/s/ Andrew Hirsch Director March 5, 2025
Andrew Hirsch
/s/ Elliott Levy Director March 5, 2025
Elliott Levy, M.D.
/s/ David Scadden Director March 5, 2025
David Scadden, M.D.
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