Item 1.01. Entry into a Material Definitive Agreement.
Public Offering
On June 23, 2020, Editas Medicine, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co.
LLC (the "Underwriter"), relating to an underwritten public offering of
6,000,000 shares (the "Underwritten Shares") of the Company's common stock,
$0.0001 par value per share (the "Common Stock"). All of the Underwritten Shares
are being sold by the Company. The offering price of the Underwritten Shares to
the public is $31.25 per share, and the Underwriter has agreed to purchase the
Underwritten Shares from the Company pursuant to the Underwriting Agreement at a
price of $29.55 per share (the "Purchase Price"). After underwriting discounts
and commissions and estimated offering expenses, the Company expects to receive
net proceeds from the offering of approximately $177 million. Under the terms of
the Underwriting Agreement, the Company has granted the Underwriter an option,
exercisable for 30 days, to purchase up to an additional 900,000 shares of
Common Stock (the "Option Shares" and, together with the Underwritten Shares,
the "Shares") at the Purchase Price.
The Shares will be issued pursuant to an automatically effective shelf
registration statement on Form S-3 and the related prospectus that was filed
with the Securities and Exchange Commission ("SEC") on June 23, 2020. The
closing of the offering is expected to take place on June 26, 2020, subject to
customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is
incorporated herein by reference. The foregoing description of the Underwriting
Agreement is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr
LLP relating to the Shares is attached as Exhibit 5.1 hereto.
Item 8.01. Other Events.
The full text of the press release announcing the proposed underwritten public
offering on June 23, 2020 and the full text of the press release announcing the
pricing of the underwritten public offering on June 23, 2020 are attached as
Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated June 23, 2020, by and between the
Company and the Underwriter
5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in
Exhibit 5.1)
99.1 Press Release dated June 23, 2020
99.2 Press Release dated June 23, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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