Editas Medicine, Inc S-3ASR, filed Mar 1, 2021

Editas Medicine, Inc. (EDIT)

S-3ASR 2021-03-01

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Added on October 17, 2026

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	Large accelerated filer ☒			Accelerated filer ☐			Non-accelerated filer ☐			Smaller reporting company ☐
										Emerging growth company ☐


Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Primary Offering of Securities:
Debt Securities	(1)		(1)		(2)
Common Stock, par value $0.0001 per share	(1)		(1)		(2)
Preferred Stock, par value $0.0001 per share	(1)		(1)		(2)
Depositary Shares(3)	(1)		(1)		(2)
Subscription Rights(4)	(1)		(1)		(2)
Purchase Contracts(5)	(1)		(1)		(2)
Warrants	(1)		(1)		(2)
Units(6)	(1)		(1)		(2)
Subtotal	(1)		1)		(2)
Secondary Offering
Common Stock, par value $0.0001 per share	(1)		(1)		(2)
Total	(1)		(1)		(2)

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION					2
	INCORPORATION BY REFERENCE					2
	FORWARD-LOOKING STATEMENTS					3
	RISK FACTORS					4
	EDITAS MEDICINE, INC.					5
	USE OF PROCEEDS					6
	SELLING STOCKHOLDERS					7
	DESCRIPTION OF DEBT SECURITIES					8
	DESCRIPTION OF CAPITAL STOCK					17
	DESCRIPTION OF DEPOSITARY SHARES					24
	DESCRIPTION OF SUBSCRIPTION RIGHTS					27
	DESCRIPTION OF PURCHASE CONTRACTS					28
	DESCRIPTION OF WARRANTS					29
	DESCRIPTION OF UNITS					30
	FORMS OF SECURITIES					31
	PLAN OF DISTRIBUTION					33
	LEGAL MATTERS					37
	EXPERTS					37

SEC registration fee	$	(1)
Printing and engraving		(2)
Accounting services		(2)
Legal fees of registrant’s counsel		(2)
Miscellaneous		(2)
Total	$	(2)

	Exhibit Number			Description of Exhibit
	1.1*			Underwriting Agreement
	4.1			Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 8, 2016)
	4.2			Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on February 8, 2016)
	4.3			Specimen Stock Certificate evidencing the shares of common stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on January 4, 2016)
	4.4			Form of Senior Indenture
	4.5			Form of Subordinated Indenture
	4.6			Form of Senior Note
	4.7			Form of Subordinated Note
	4.8*			Form of Deposit Agreement
	4.9*			Form of Warrant Agreement
	4.10*			Form of Subscription Rights Agreement
	4.11*			Form of Purchase Contract Agreement
	4.12*			Form of Unit Agreement

	Exhibit Number			Description of Exhibit
	5.1			Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
	23.1			Consent of Ernst & Young LLP, independent registered accounting firm
	23.2			Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
	24.1			Powers of Attorney (included in the signature pages to the Registration Statement)
	25.1**			The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Indenture
	25.2**			The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Subordinated Indenture

Signature	Title	Date
/s/ James C. Mullen James C. Mullen	President and Chief Executive Officer, Chairman of the Board (principal executive officer)	March 1, 2021
/s/ Michelle Robertson Michelle Robertson	Chief Financial Officer (principal financial and accounting officer)	March 1, 2021
/s/ Meeta Chatterjee Meeta Chatterjee, Ph.D.	Director	March 1, 2021
/s/ Andrew Hirsch Andrew Hirsch	Director	March 1, 2021
/s/ Jessica Hopfield Jessica Hopfield, Ph.D.	Director	March 1, 2021
/s/ David Scadden David Scadden, M.D.	Director	March 1, 2021
/s/ Akshay K. Vaishnaw Akshay K. Vaishnaw, M.D., Ph.D.	Director	March 1, 2021

Section of Trust Indenture Act of 1939, as amended		Section of Indenture
310(a)		6.09
310(b)		6.08
		6.10
310(c)		Inapplicable
311(a)		6.13
311(b)		6.13
311(c)		Inapplicable
312(a)		4.01 4.04
312(b)		4.04(c)
312(c)		4.04(c)
313(a)		4.03
313(b)		4.03
313(c)		4.03
313(d)		4.03
314(a)		4.02
314(b)		Inapplicable
314(c)		2.04 8.04 9.01(c) 10.01(b) 11.05
314(d)		Inapplicable
314(e)		11.05
314(f)		Inapplicable
315(a)		6.01 6.02
315(b)		5.11
315(c)		6.01
315(d)		6.01
		6.02
315(e)		5.12
316(a)		5.09 5.10
		7.04
316(b)		5.06 5.10
316(c)		7.02
317(a)		5.04
317(b)		3.04
318(a)		11.07

			PAGE
ARTICLE 1	DEFINITIONS		1
Section 1.01		Certain Terms Defined	1

ARTICLE 2	SECURITIES		7
Section 2.01		Forms Generally	7
Section 2.02		Form of Trustee’s Certificate of Authentication	7
Section 2.03		Amount Unlimited; Issuable in Series	7
Section 2.04		Authentication and Delivery of Securities	10
Section 2.05		Execution of Securities	11
Section 2.06		Certificate of Authentication	12
Section 2.07		Denomination and Date of Securities; Payments of Interest	12
Section 2.08		Registration, Transfer and Exchange	12
Section 2.09		Mutilated, Defaced, Destroyed, Lost and Stolen Securities	15
Section 2.10		Cancellation of Securities; Destruction Thereof	16
Section 2.11		Temporary Securities	16

ARTICLE 3	COVENANTS OF THE ISSUER		16
Section 3.01		Payment of Principal and Interest	16
Section 3.02		Offices for Payments, Etc.	17
Section 3.03		Appointment to Fill a Vacancy in Office of Trustee	17
Section 3.04		Paying Agents	17
Section 3.05		Written Statement to Trustee	18

ARTICLE 4	SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE		18
Section 4.01		Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders	18
Section 4.02		Reports by the Issuer	19
Section 4.03		Reports by the Trustee	19
Section 4.04		Preservation of Information; Communication with Securityholders	19

ARTICLE 5	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT		19
Section 5.01		Event of Default Defined; Acceleration of Maturity; Waiver of Default	19
Section 5.02		Collection of Debt by Trustee; Trustee May Prove Debt	21
Section 5.03		Application of Proceeds	23
Section 5.04		Suits for Enforcement	24
Section 5.05		Restoration of Rights on Abandonment of Proceedings	24
Section 5.06		Limitations on Suits by Securityholders	25
Section 5.07		Unconditional Right of Securityholders to Institute Certain Suits	25

Section 5.08		Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	26
Section 5.09		Control by Holders of Securities	26
Section 5.10		Waiver of Past Defaults	26
Section 5.11		Trustee to Give Notice of Default	27
Section 5.12		Right of Court to Require Filing of Undertaking to Pay Costs	27

ARTICLE 6	CONCERNING THE TRUSTEE		27
Section 6.01		Duties and Responsibilities of the Trustee; During Default; Prior to Default	27
Section 6.02		Certain Rights of the Trustee	28
Section 6.03		Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	29
Section 6.04		Trustee and Agents May Hold Securities; Collections, Etc.	30
Section 6.05		Moneys Held by Trustee	30
Section 6.06		Compensation and Indemnification of Trustee and Its Prior Claim	30
Section 6.07		Right of Trustee to Rely on Officer’s Certificate, Etc.	30
Section 6.08		Disqualification; Conflicting Interests	31
Section 6.09		Persons Eligible for Appointment as Trustee	31
Section 6.10		Resignation and Removal; Appointment of Successor Trustee	31
Section 6.11		Acceptance of Appointment by Successor Trustee	32
Section 6.12		Merger, Conversion, Consolidation or Succession to Business of Trustee	33
Section 6.13		Preferential Collection of Claims Against the Issuer	34

ARTICLE 7	CONCERNING THE SECURITYHOLDERS		34
Section 7.01		Evidence of Action Taken by Securityholders	34
Section 7.02		Proof of Execution of Instruments and of Holding of Securities	34
Section 7.03		Holders to Be Treated as Owners	34
Section 7.04		Securities Owned by Issuer Deemed Not Outstanding	35
Section 7.05		Right of Revocation of Action Taken	35

ARTICLE 8	SUPPLEMENTAL INDENTURES		35
Section 8.01		Supplemental Indentures Without Consent of Securityholders	35
Section 8.02		Supplemental Indentures With Consent of Securityholders	37
Section 8.03		Effect of Supplemental Indenture	38
Section 8.04		Documents to Be Given to Trustee	38
Section 8.05		Notation on Securities in Respect of Supplemental Indentures	39

ARTICLE 9	CONSOLIDATION, MERGER, SALE OR CONVEYANCE		39
Section 9.01		Issuer May Consolidate, Etc., on Certain Terms	39
Section 9.02		Successor Issuer Substituted	40

ARTICLE 10	SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS		40
Section 10.01		Satisfaction and Discharge of Indenture; Defeasance	40

Section 10.02		Application by Trustee of Funds Deposited for Payment of Securities	44
Section 10.03		Repayment of Moneys Held by Paying Agent	45
Section 10.04		Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	45
Section 10.05		Indemnity for U.S. Government Obligations and Foreign Government Obligations	45

ARTICLE 11	MISCELLANEOUS PROVISIONS		45
Section 11.01		No Recourse	45
Section 11.02		Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities	46
Section 11.03		Successors and Assigns of Issuer Bound by Indenture	46
Section 11.04		Notices and Demands on Issuer, Trustee and Holders of Securities	46
Section 11.05		Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	47
Section 11.06		Payments Due on Saturdays, Sundays and Holidays	48
Section 11.07		Conflict of Any Provision of Indenture With Trust Indenture Act of 1939	48
Section 11.08		New York Law to Govern	48
Section 11.09		Counterparts	48
Section 11.10		Effect of Headings	48
Section 11.11		Actions by Successor	48
Section 11.12		Severability	48

ARTICLE 12	REDEMPTION OF SECURITIES AND SINKING FUNDS		48
Section 12.01		Applicability of Article	48
Section 12.02		Notice of Redemption; Partial Redemptions	49
Section 12.03		Payment of Securities Called for Redemption	50
Section 12.04		Exclusion of Certain Securities from Eligibility for Selection for Redemption	50
Section 12.05		Mandatory and Optional Sinking Funds	51

Section of Trust Indenture Act of 1939, as amended		Section of Indenture
310(a)		6.09
310(b)		6.08 6.10
310(c)		Inapplicable
311(a)		6.13
311(b)		6.13
311(c)		Inapplicable
312(a)		4.01 4.04
312(b)		4.04(c)
312(c)		4.04(c)
313(a)		4.03
313(b)		4.03
313(c)		4.03
313(d)		4.03
314(a)		4.02
314(b)		Inapplicable
314(c)		2.04 8.04 9.01(c) 10.01(b) 11.05
314(d)		Inapplicable
314(e)		11.05
314(f)		Inapplicable
315(a)		6.01 6.02
315(b)		5.11
315(c)		6.01
315(d)		6.01
		6.02
315(e)		5.12
316(a)		5.09 5.10 7.04
316(b)		5.06 5.10
316(c)		7.02
317(a)		5.04
317(b)		3.04
318(a)		11.07

Dated:			Signed:
				(Signed exactly as name appears on the other side of this Security)

Guarantee:
	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)

	as Trustee

	By:
		Authorized Officer