UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 5, 2021, Charles Albright, Ph.D., Chief Scientific Officer of Editas Medicine, Inc. (the “Company”), informed the Company that he will be resigning from his position effective January 15, 2021 to pursue another opportunity.
| Item 8.01. | Other Events |
On January 11, 2021, the Company registered for resale 303,599 shares of the Company’s common stock, par value $0.0001 per share, pursuant to a prospectus supplement under its automatic shelf registration statement on Form S-3 (File No. 333-223596), filed with the Securities and Exchange Commission on March 12, 2018 (the “Registration Statement”). The opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP, as to the validity of these shares of common stock, filed as Exhibits 5.1 and 23.1 to this Current Report on Form 8-K, respectively, are incorporated by reference into the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 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) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EDITAS MEDICINE, INC. | ||
| Date: January 11, 2021 | By: | /s/ Michelle Robertson |
| Michelle Robertson | ||
| Chief Financial Officer | ||
Exhibit 5.1
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+1 617 526 6000 (t) +1 617 526 5000 (f) wilmerhale.com |
January 11, 2021
Editas Medicine, Inc.
11 Hurley Street
Cambridge, Massachusetts 02141
Re: Registration of Shares for Resale
Ladies and Gentlemen:
This opinion is furnished to you in connection with (i) the Registration Statement on Form S-3 (File No. 333-223596) (the “Registration Statement”) filed by Editas Medicine, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), which may be offered from time to time on a delayed or continuous basis by stockholders of the Company pursuant to Rule 415 under the Securities Act as set forth in the Registration Statement and the prospectus contained therein (the “Base Prospectus”) and (ii) the prospectus supplement, dated January 11, 2021 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to the sale by certain stockholders of the Company (the “Selling Stockholders”) of up to 303,599 shares of Common Stock (the “Shares”).
We are acting as counsel for the Company in connection with the registration for resale of the Shares. We have examined copies of the Registration Statement and Prospectus as filed with the Commission. We have also examined and relied upon the minutes of meetings of the stockholders and the Board of Directors of the Company as provided to us by the Company, stock record books of the Company as provided to us by the Company, the Certificate of Incorporation and By-Laws of the Company, each as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares by the Selling Stockholders, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
January 11, 2021
Page 2
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
Our opinion below, insofar as it relates to the Shares being fully paid, is based solely on a certificate from an authorized officer of the Company confirming the Company’s receipt of the consideration called for by the applicable resolutions authorizing the issuance of the Shares.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, as an exhibit to the Current Report on Form 8-K to be filed by the Company on the date hereof in connection with the registration for resale of the Shares and to the use of our name under the caption “Legal Matters” in the Registration Statement and the Prospectus. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very Truly Yours,
Wilmer Cutler Pickering
Hale and Dorr LLP
| By: | /s/ Rosemary G. Reilly | |
| Rosemary G. Reilly, a Partner |