SEC Filing | Editas Medicine

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________

Commission File Number 001-37687

EDITAS MEDICINE, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		46-4097528 (I.R.S. Employer Identification No.)

11 Hurley Street Cambridge, Massachusetts (Address of principal executive offices)		02141 (Zip Code)

(617) 401-9000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	EDIT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	⌧	Accelerated filer	◻

Non-accelerated filer	◻	Smaller reporting company	☐
		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.◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

The number of shares of Common Stock outstanding as of July 29, 2022 was 68,737,250.

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Editas Medicine, Inc.

TABLE OF CONTENTS


		Page

PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	3
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021	4
	Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2022 and 2021	5
	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021	6
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION		29

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 6.	Exhibits	32

Signatures		33

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Editas Medicine, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(amounts in thousands, except share and per share data)


	June 30,		December 31,
	2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	169,401	$	203,519
Marketable securities		283,157		296,326
Accounts receivable		713		267
Prepaid expenses and other current assets		8,106		7,198
Total current assets		461,377		507,310
Marketable securities		75,062		120,071
Property and equipment, net		16,198		17,118
Right-of-use assets		20,666		26,173
Restricted cash and other non-current assets		7,530		6,811
Total assets	$	580,833	$	677,483
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,169	$	5,050
Accrued expenses		20,105		20,192
Deferred revenue, current		—		11,333
Operating lease liabilities		10,147		10,309
Total current liabilities		36,421		46,884
Operating lease liabilities, net of current portion		10,110		16,069
Deferred revenue, net of current portion		68,888		60,888
Total liabilities		115,419		123,841
Stockholders’ equity
Preferred stock, $0.0001 par value per share: 5,000,000 shares authorized; no shares issued or outstanding		—		—
Common stock, $0.0001 par value per share: 195,000,000 shares authorized; 68,736,434 and 68,489,257 shares issued, and 68,718,434 and 68,435,257 shares outstanding at June 30, 2022 and December 31, 2021, respectively		7		7
Additional paid-in capital		1,430,461		1,411,827
Accumulated other comprehensive loss		(3,387)		(493)
Accumulated deficit		(961,667)		(857,699)
Total stockholders’ equity		465,414		553,642
Total liabilities and stockholders’ equity	$	580,833	$	677,483

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Editas Medicine, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

(amounts in thousands, except share and per share data)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Collaboration and other research and development revenues	$	6,362	$	379	$	13,134	$	6,878
Operating expenses:
Research and development		43,659		33,753		81,635		75,690
General and administrative		16,937		22,027		36,483		43,471
Total operating expenses		60,596		55,780		118,118		119,161
Operating loss		(54,234)		(55,401)		(104,984)		(112,283)
Other income, net:
Other income (expense), net		235		(1)		1		19
Interest income, net		546		146		1,015		280
Total other income, net		781		145		1,016		299
Net loss	$	(53,453)	$	(55,256)	$	(103,968)	$	(111,984)
Net loss per share, basic and diluted	$	(0.78)	$	(0.81)	$	(1.52)	$	(1.67)
Weighted-average common shares outstanding, basic and diluted		68,640,858		67,877,126		68,563,348		66,939,967

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Editas Medicine, Inc.

Condensed Consolidated Statements of Comprehensive (Loss) Income

(unaudited)

(amounts in thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Net loss	$	(53,453)	$	(55,256)	$	(103,968)	$	(111,984)
Other comprehensive loss:
Unrealized (loss) gain on marketable debt securities		(878)		2		(2,894)		(25)
Comprehensive loss	$	(54,331)	$	(55,254)	$	(106,862)	$	(112,009)

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Editas Medicine, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(unaudited)

(amounts in thousands, except share data)


						Accumulated
				Additional		Other		Other		Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Loss		Deficit		Equity
Balance at December 31, 2021	68,435,257	$	7	$	1,411,827	$	(493)	$	(857,699)	$	553,642
Exercise of stock options	12,573		—		218		—		—		218
Vesting of restricted common stock awards	154,834		—		—		—		—		—
Stock-based compensation expense	—		—		11,431		—		—		11,431
Unrealized loss on marketable debt securities	—		—		—		(2,016)		—		(2,016)
Net loss	—		—		—		—		(50,515)		(50,515)
Balance at March 31, 2022	68,602,664	$	7	$	1,423,476	$	(2,509)	$	(908,214)	$	512,760
Exercise of stock options	20		—		—		—		—		—
Vesting of restricted common stock awards	77,884		—		—		—		—		—
Stock-based compensation expense	—		—		6,618		—		—		6,618
Purchase of common stock under benefit plans	37,866		—		367		—		—		367
Unrealized loss on marketable debt securities	—		—		—		(878)		—		(878)
Net loss	—		—		—		—		(53,453)		(53,453)
Balance at June 30, 2022	68,718,434	$	7	$	1,430,461	$	(3,387)	$	(961,667)	$	465,414



						Accumulated
				Additional		Other		Other		Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		(Loss) Gain		Deficit		Equity
Balance at December 31, 2020	62,563,457	$	6	$	1,058,823	$	(46)	$	(665,197)	$	393,586
Issuance of common stock for public offering	4,025,000		1		249,458		—		—		249,459
Issuance of common stock for success payment	303,599		—		27,500		—		—		27,500
Exercise of stock options	501,162		—		12,002		—		—		12,002
Vesting of restricted common stock awards	79,397		—		—		—		—		—
Stock-based compensation expense	—		—		12,204		—		—		12,204
Unrealized loss on marketable debt securities	—		—		—		(27)		—		(27)
Net loss	—		—		—		—		(56,728)		(56,728)
Balance at March 31, 2021	67,472,615	$	7	$	1,359,987	$	(73)	$	(721,925)	$	637,996
Exercise of stock options	629,973		—		16,567		—		—		16,567
Stock-based compensation expense	—		—		13,526		—		—		13,526
Vesting of restricted common stock awards	37,790		—		—		—		—		—
Purchase of common stock under benefit plans	19,408		—		526		—		—
Unrealized gain on marketable debt securities	—		—		—		2		—		2
Net loss	—		—		—		—		(55,256)		(55,256)
Balance at June 30, 2021	68,159,786	$	7	$	1,390,606	$	(71)	$	(777,181)	$	612,835

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Editas Medicine, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(amounts in thousands)


	Six Months Ended
	June 30,
	2022		2021
Cash flow from operating activities
Net loss	$	(103,968)	$	(111,984)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		18,049		25,730
Depreciation		3,156		2,352
Other non-cash items, net		57		910
Changes in operating assets and liabilities:
Accounts receivable		(446)		5,717
Prepaid expenses and other current assets		(908)		5,521
Right-of-use assets		5,507		4,567
Other non-current assets		(719)		(2,077)
Accounts payable		1,252		(1,818)
Accrued expenses		402		(6,016)
Deferred revenue		(3,333)		(5,706)
Operating lease liabilities		(6,121)		(5,632)
Net cash used in operating activities		(87,072)		(88,436)
Cash flow from investing activities
Purchases of property and equipment		(2,880)		(2,788)
Proceeds from the sale of equipment		18		—
Purchases of marketable securities		(183,519)		(194,127)
Proceeds from maturities of marketable securities		238,750		204,950
Net cash provided by investing activities		52,369		8,035
Cash flow from financing activities
Proceeds from offering of common stock, net of issuance costs		—		249,458
Proceeds from exercise of stock options		218		28,569
Issuance of common stock under benefit plans		367		526
Net cash provided by financing activities		585		278,553
Net (decrease) increase in cash, cash equivalents, and restricted cash		(34,118)		198,152
Cash, cash equivalents, and restricted cash, beginning of period		207,396		143,559
Cash, cash equivalents, and restricted cash, end of period	$	173,278	$	341,711
Supplemental disclosure of cash and non-cash activities:
Fixed asset additions included in accounts payable and accrued expenses	$	127	$	1,079
Cash paid in connection with operating lease liabilities		7,089		6,731
Right-of-use assets obtained in exchange of operating lease obligations		—		9,753

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Editas Medicine, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Nature of Business

Editas Medicine, Inc. (the “Company”) is a leading, clinical stage genome editing company dedicated to developing potentially transformative genomic medicines to treat a broad range of serious diseases. The Company was incorporated in the state of Delaware in September 2013. Its principal offices are in Cambridge, Massachusetts.

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and raising capital. The Company has primarily financed its operations through various equity financings, payments received under a research collaboration with Juno Therapeutics, Inc., a wholly-owned subsidiary of the Bristol-Myers Squibb Company (“BMS”), and payments received under a strategic alliance and option agreement with Allergan Pharmaceuticals International Limited (together with its affiliates, “Allergan”), which was terminated in August 2020.

The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations and ability to transition from pilot-scale manufacturing to large-scale production of products.

Liquidity

In May 2021, the Company entered into a common stock sales agreement with Cowen and Company, LLC (“Cowen”), under which the Company from time to time can issue and sell shares of its common stock through Cowen in at-the-market offerings for aggregate gross sale proceeds of up to $300.0 million (the “ATM Facility”). As of June 30, 2022, the Company has not sold any shares of its common stock under the ATM Facility.

In January 2021, the Company completed a public offering whereby it sold 3,500,000 shares of its common stock and received net proceeds of approximately $216.9 million. In February 2021, the underwriters in the public offering exercised their option to purchase an additional 525,000 shares, resulting in additional net proceeds to the Company of approximately $32.6 million.

The Company has incurred annual net operating losses in every year since its inception. The Company expects that its existing cash, cash equivalents and marketable securities at June 30, 2022 and anticipated interest income will enable it to fund its operating expenses and capital expenditure requirements into 2024. The Company had an accumulated deficit of $961.7 million at June 30, 2022, and will require substantial additional capital to fund its operations. The Company has never generated any product revenue. There can be no assurance that the Company will be able to obtain additional debt or equity financing or generate product revenue or revenues from collaborative partners, on terms acceptable to the Company, on a timely basis or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition.

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2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”).

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Editas Securities Corporation. All intercompany transactions and balances of the subsidiary have been eliminated in consolidation. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The three months ended June 30, 2022 and 2021 are referred to as the second quarter of 2022 and 2021, respectively. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in the Annual Report.

3. Cash Equivalents and Marketable Securities

Cash equivalents and marketable securities consisted of the following at June 30, 2022 (in thousands):


			Allowance		Gross		Gross
	Amortized		for Credit		Unrealized		Unrealized		Fair
June 30, 2022	Cost		Losses		Gains		Losses		Value
Cash equivalents and marketable securities:
Money market funds	$	169,401	$	—	$	—	$	—	$	169,401
U.S. Treasuries		113,688		—		17		(413)		113,292
Government agency securities		125,964		—		—		(2,098)		123,866
Commercial paper		76,338		—		—		(95)		76,243
Corporate notes/bonds		45,616		—		—		(798)		44,818
Total	$	531,007	$	—	$	17	$	(3,404)	$	527,620

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Cash equivalents and marketable securities consisted of the following at December 31, 2021 (in thousands):


			Allowance		Gross		Gross
	Amortized		for Credit		Unrealized		Unrealized		Fair
December 31, 2021	Cost		Losses		Gains		Losses		Value
Cash equivalents and marketable securities:
Money market funds	$	203,519	$	—	$	—	$	—	$	203,519
U.S. Treasuries		124,016		—		1		(84)		123,933
Government agency securities		126,927		—		—		(228)		126,699
Commercial paper		89,699		—		1		(13)		89,687
Corporate notes/bonds		76,248		—		—		(170)		76,078
Total	$	620,409	$	—	$	2	$	(495)	$	619,916

As of June 30, 2022, the Company did not hold any marketable securities that had been in an unrealized loss position for more than twelve months. Furthermore, the Company has determined that there were no material changes in the credit risk of the debt securities. As of June 30, 2022, the Company holds 34 securities with an aggregate fair value of $75.1 million that had remaining maturities between one and two years.

There were no realized gains or losses on available-for-sale securities during the six months ended June 30, 2022 or 2021.

4. Fair Value Measurements

Assets measured at fair value on a recurring basis as of June 30, 2022 were as follows (in thousands):


			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	June 30,		Identical Assets		Inputs		Inputs
Financial Assets	2022		(Level 1)		(Level 2)		(Level 3)
Cash equivalents:
Money market funds	$	169,401	$	169,401	$	—	$	—
Marketable securities:
U.S. Treasuries		113,292		113,292		—		—
Government agency securities		123,866		—		123,866		—
Commercial paper		76,243		—		76,243		—
Corporate notes/bonds		44,818		—		44,818		—
Restricted cash and other non-current assets:
Money market funds		3,877		3,877		—		—
Total financial assets	$	531,497	$	286,570	$	244,927	$	—

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Assets measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands):


			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	December 31,		Identical Assets		Inputs		Inputs
Financial Assets	2021		(Level 1)		(Level 2)		(Level 3)
Cash equivalents:
Money market funds	$	203,519	$	203,519	$	—	$	—
Marketable securities:
U.S. Treasuries		123,933		123,933		—		—
Government agency securities		126,699		—		126,699		—
Commercial paper		89,687		—		89,687		—
Corporate bonds		76,078		—		76,078		—
Restricted cash and other non-current assets:
Money market funds		3,877		3,877		—		—
Total financial assets	$	623,793	$	331,329	$	292,464	$	—

5. Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	As of
	June 30,		December 31,
	2022		2021
External research and development expenses	$	9,556	$	5,614
Employee related expenses		5,895		10,159
Other expenses		2,762		666
Intellectual property and patent related fees		1,039		1,408
Professional service expenses		853		2,345
Total accrued expenses	$	20,105	$	20,192

6. Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):


	As of
	June 30,		December 31,
	2022		2021
Laboratory equipment	$	24,256	$	21,579
Leasehold improvements		8,742		8,162
Computer equipment		876		876
Construction-in-progress		433		1,529
Furniture and office equipment		264		264
Software		215		215
Total property and equipment		34,786		32,625
Less: accumulated depreciation		(18,588)		(15,507)
Property and equipment, net	$	16,198	$	17,118

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7. Commitments and Contingencies

The Company is a party to a number of license agreements under which the Company licenses patents, patent applications and other intellectual property from third parties. As such, the Company is obligated to pay licensors for various costs including upfront licenses fees, annual license fees, certain licensor expense reimbursements, success payments, research funding payments, and milestones triggerable upon certain development, regulatory, and commercial events as well as royalties on future products. These contracts are generally cancellable, with notice, at the Company’s option and do not have significant cancellation penalties. The terms and conditions as well as the accounting analysis for the Company’s significant commitments and contingencies are described in Note 8, “Commitments and Contingencies” to the consolidated financial statements included in the Annual Report. There have been no material changes to the terms and conditions, or the accounting conclusions, previously disclosed in the Annual Report.

Licensor Expense Reimbursement

The Company is obligated to reimburse The Broad Institute, Inc. (“Broad”) and the President and Fellows of Harvard College (“Harvard”) for expenses incurred by each of them associated with the prosecution and maintenance of the patent rights that the Company licenses from them pursuant to the license agreement by and among the Company, Broad and Harvard, including the interference and opposition proceedings involving patents licensed to the Company under the license agreement, and other license agreements between the Company and Broad. As such, the Company anticipates that it has a substantial commitment in connection with these proceedings until such time as these proceedings have been resolved, but the amount of such commitment is not determinable. The Company incurred an aggregate of $1.8 million and $3.9 million in expense during the three and six months ended June 30, 2022, respectively, for such reimbursement. The Company incurred an aggregate of $3.4 million and $7.2 million in expense during the three and six months ended June 30, 2021, respectively, for such reimbursement.

8. Collaboration and Profit-Sharing Agreements

The Company has entered into multiple collaborations, out-licenses and strategic alliances with third parties that typically involve payments to or from the Company, including up-front payments, payments for research and development services, option payments, milestone payments and royalty payments to or from the Company. The terms and conditions as well as the accounting analysis for the Company’s significant collaborations, out-licenses and strategic alliances are described in Note 9, “Collaboration and Profit-Sharing Agreements” to the consolidated financial statements included in the Annual Report. There have been no material changes to the terms and conditions, or the accounting conclusions, previously disclosed in the Annual Report.

Collaboration Revenue

As of June 30, 2022, the Company’s contract liabilities were primarily related to the Company’s collaboration with BMS. The following table presents changes in the Company’s accounts receivable and contract liabilities for the six months ended June 30, 2022 (in thousands):


For the six months ended June 30, 2022	Balance at December 31, 2021		Additions		Deductions		Balance at June 30, 2022
Accounts receivable	$	267	$	1,651	$	(1,205)	$	713
Contract liabilities:
Deferred revenue	$	72,221	$	8,150	$	(11,483)	$	68,888

During the three and six months ended June 30, 2022, the Company recognized the following collaboration revenue (in thousands):


	Three Months Ended		Six Months Ended

Revenue recognized in the period from:	June 30, 2022
Amounts included in deferred revenue at the beginning of the period	$	5,666	$	11,483
Performance obligations satisfied in previous periods	$	—	$	—

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9. Stock-based Compensation

Total compensation cost recognized for all stock-based compensation awards in the condensed consolidated statements of operations was as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Research and development	$	3,064	$	4,171	$	6,758	$	8,137
General and administrative		3,554		9,355		11,291		17,593
Total stock-based compensation expense	$	6,618	$	13,526	$	18,049	$	25,730

Restricted Stock and Restricted Stock Unit Awards

The following is a summary of restricted stock and restricted stock unit awards activity for the six months ended June 30, 2022:


		Weighted
		Average
		Grant Date
		Fair Value
	Shares	Per Share
Unvested restricted stock and restricted stock unit awards as of December 31, 2021	628,732	$	41.28
Issued	1,183,415	$	15.62
Vested	(232,718)	$	46.66
Forfeited	(124,029)	$	29.51
Unvested restricted stock and restricted stock unit awards as of June 30, 2022	1,455,400	$	20.55

The restricted stock and restricted stock units issued in the six months ended June 30, 2022 include 504,922 units granted to certain employees that contain performance-based vesting provisions. The Company recognizes the fair value of the performance-based units through the expected achievement date if the performance-based vesting provisions are deemed probable.

As of June 30, 2022, total unrecognized compensation expense related to unvested restricted stock and restricted stock unit awards was $17.1 million, which the Company expects to recognize over a remaining weighted-average period of 2.8 years.

Stock Options

The following is a summary of stock option activity for the six months ended June 30, 2022:


		Weighted Average		Remaining	Aggregate Intrinsic
	Shares	Exercise Price		Contractual Life (years)	Value (in thousands)
Outstanding at December 31, 2021	3,016,085	$	34.24	7.5	$	5,052,469
Granted	2,421,926	$	14.53
Exercised	(12,593)	$	17.31
Cancelled	(400,356)	$	30.71
Outstanding at June 30, 2022	5,025,062	$	25.06	8.2	$	1,056,042
Exercisable at June 30, 2022	1,830,930	$	30.83	6.7	$	747,512

As of June 30, 2022, total unrecognized compensation expense related to stock options was $38.5 million, which the Company expects to recognize over a remaining weighted-average period of 3.2 years.

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10. Net Loss per Share

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury stock and if converted methods. Contingently issuable shares are included in the calculation of basic loss per share as of the beginning of the period in which all the necessary conditions have been satisfied. Contingently issuable shares are included in diluted loss per share based on the number of shares, if any, that would be issuable under the terms of the arrangement if the end of the reporting period was the end of the contingency period, if the results are dilutive.

For purposes of the diluted net loss per share calculation, stock options are considered to be common stock equivalents, but they were excluded from the Company’s calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented.

The following common stock equivalents were excluded from the calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive:


	For the three and six months ended
	June 30,
	2022	2021
Unvested restricted stock and restricted stock unit awards	1,455,400	860,596
Outstanding stock options	5,025,062	3,252,873
Total	6,480,462	4,113,469

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (“SEC”) on February 24, 2022 (the “Annual Report”).

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All statements addressing our future operating performance and clinical development and regulatory timelines that we expect or anticipate will occur in the future, as well as expectations for cash runway, are forward-looking statements. There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by forward-looking statements, including uncertainties inherent in the initiation and completion of pre-clinical studies and clinical trials and clinical development of our product candidates; availability and timing of results from pre-clinical studies and clinical trials; whether interim results from a clinical trial will be predictive of the final results of the trial or the results of future trials; expectations for regulatory approvals to conduct trials or to market products and availability of funding sufficient for our foreseeable and unforeseeable operating expenses and capital expenditure requirements. These and other risks are described in greater detail in the Annual Report under the captions “Risk Factor Summary” and Part I, “Item 1A. Risk Factors,” as updated by our subsequent filings with the SEC. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

You should read this Quarterly Report on Form 10-Q and the documents that we have filed as exhibits to this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Overview

We are a leading, clinical stage genome editing company dedicated to developing potentially transformative gene editing medicines to treat a broad range of serious diseases. We have developed a proprietary gene editing platform based on CRISPR technology and we continue to expand its capabilities. Our product development strategy is to target diseases of high unmet need where we aim to make differentiated, transformational medicines using our gene editing platform. We are advancing in vivo gene editing medicines, in which the medicine is injected or infused into the patient to edit the cells inside their body, ex vivo gene edited cell medicines, in which cells collected from a patient are edited with our technology and then administered back to that same patient, and cellular therapy medicines, in which we use our technology to edit induced human pluripotent stem cells that are subsequently differentiated into effector cells, such as natural killer (“NK”) cells, to develop medicines that can be administered to a patient. While our discovery efforts have ranged across several diseases and therapeutic areas, the areas where our programs are more mature are in our in vivo gene editing medicines to treat ocular diseases, our ex vivo gene edited cell medicines to treat hemoglobinopathies, and our cellular therapy medicines to treat cancer.

In ocular diseases, our most advanced program is designed to address a specific genetic form of retinal degeneration called Leber congenital amaurosis 10 (“LCA10”), a CEP290-related retinal degenerative disorder for which we are not aware of any available therapies. In mid-2019, we initiated our Phase 1/2 BRILLIANCE clinical trial of EDIT-101, an experimental gene editing medicine to treat LCA10. The BRILLIANCE trial is designed to assess the safety, tolerability, and efficacy of EDIT-101. We initially planned to enroll up to 18 patients in the United States and Europe in up to five cohorts, and in the first half of 2022 expanded enrollment in the mid- and high-dose adult cohorts to

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explore dose response and support establishment of registrational trial endpoints. We completed dosing of the first of the three initially planned cohorts, the adult low-, mid- and high-dose cohorts in 2021, and in April 2022, announced the treatment of the first patient in the pediatric mid-dose cohort. We have completed dosing of the second patient in the pediatric mid-dose cohort and continue to screen and enroll new pediatric patients, and we expect to initiate dosing of the pediatric high-dose cohort in 2022. We also continue to dose new patients in the expanded adult cohorts, and anticipate designing registrational trial criteria by the end of 2022.

In the third quarter of 2021, we released preliminary clinical data from the first six patients with LCA10 treated with EDIT-101 demonstrating a favorable safety profile and encouraging signals of clinical benefit. For additional information regarding these clinical data, please see Part I, “Item 1. Business—Our Gene Editing Medicine Programs—In Vivo Gene Editing Medicines - Ocular—Leber Congenital Amaurosis 10” in the Annual Report. We remain on track to provide a clinical update on the BRILLIANCE trial in the second half of 2022, including safety and efficacy assessments on all patients who have had at least six months of follow-up evaluations.

For our ex vivo gene-edited cell medicines, our lead program is EDIT-301, an experimental medicine to treat sickle cell disease, a severe inherited blood disease that causes premature death, and transfusion-dependent beta-thalassemia (“TDT”), the most severe form of beta-thalassemia, another inherited blood disorder characterized by severe anemia. In January 2021, the U.S. Food and Drug Administration (the “FDA”) cleared the start of enrollment and dosing of patients in the first phase of our Phase 1/2 clinical trial of EDIT-301, which we refer to as our RUBY trial, for the treatment of severe sickle cell disease. This study is designed to validate the safety and beneficial effects of the cell editing process. We dosed the first patient in the RUBY trial in the second quarter of 2022 and have confirmed successful neutrophil and platelet engraftment, indicating that the reinfused cells have been accepted by the patient’s body and have begun to function and create new blood cells as intended. We are enrolling additional study participants, and have successfully edited cells from patients in preparation for reinfusion. We remain on track to announce top-line clinical data by the end of 2022. In July 2022, the FDA removed the previously disclosed partial clinical hold on the RUBY trial. This enables us to include efficacy data from patients in a marketing application for EDIT-301 in the future. In December 2021, the FDA cleared our Investigational New Drug (“IND”) application for a Phase 1/2 clinical trial of EDIT-301 for the treatment of TDT. This trial, referred to as our EDITHAL trial, is designed to assess the safety, tolerability, and preliminary efficacy of EDIT-301 for the treatment of TDT. Preparations to initiate this trial are underway, and we remain on track to dose the first TDT patient in 2022. In May 2022, the FDA granted Orphan Drug Designation to EDIT-301 for the treatment of TDT.

In cellular therapy medicines, we continue to develop our capabilities to generate cells from induced human pluripotent stem cells to develop engineered cell medicines to treat cancer. We have advanced development of engineered iPSC-derived NK (“iNK”) cell medicines for solid tumors and generated edited NK cells from iPSCs with significantly increased anti-cancer activity. In December 2021, we declared a development candidate, referred to as EDIT-202, a highly differentiated iNK investigational medicine with double knock-in and double knock-out gene edits that are intended to enhance adaptive immune response and improve cell proliferation, cytolytic activity and persistence, as well as overcome suppressive tumor microenvironments. We are advancing EDIT-202 towards IND-enabling studies. We are also advancing alpha-beta T cell experimental medicines in collaboration with Bristol-Myers Squibb Company (“BMS”). In May 2015, we entered into a collaboration with Juno Therapeutics, Inc., a wholly-owned subsidiary of BMS (“Juno Therapeutics”), to develop novel engineered alpha-beta T cell therapies for cancer and autoimmune diseases, which was amended and restated in each of May 2018 and November 2019, at which time we also entered into a related license agreement with Juno Therapeutics, which we collectively refer to as our collaboration with BMS.

Since our inception in September 2013, our operations have focused on organizing and staffing our company, business planning, raising capital, establishing our intellectual property portfolio, assembling our core capabilities in gene editing, seeking to identify potential product candidates, and undertaking preclinical studies. Except for EDIT-101 and EDIT-301, all of our research programs are still in the preclinical or research stage of development and the risk of failure of all of our research programs is high. We have not generated any revenue from product sales. We have primarily financed our operations through various equity financings and payments received under our research collaboration with BMS and our former strategic alliance with Allergan Pharmaceuticals International Limited (together with its affiliates, “Allergan”), which was terminated in August 2020.

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Since inception, we have incurred significant operating losses. Our net losses were $104.0 million and $112.0 million for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, we had an accumulated deficit of $961.7 million. We expect to continue to incur significant expenses and operating losses for the foreseeable future. Our net losses may fluctuate significantly from quarter to quarter and from year to year. We anticipate that our expenses will increase substantially as we continue our current research programs and our preclinical development activities; progress the clinical development of EDIT-101 and EDIT-301; seek to identify additional research programs and additional product candidates; initiate preclinical testing and clinical trials for other product candidates we identify and develop, including preparing for and initiating the clinical development of EDIT-301 for the treatment of TDT; maintain, expand, and protect our intellectual property portfolio, including reimbursing our licensors for such expenses related to the intellectual property that we in-license from such licensors; further develop our genome editing platform; hire additional clinical, quality control, and scientific personnel; and incur additional costs associated with operating as a public company. We do not expect to be profitable for the year ending December 31, 2022 or the foreseeable future.

Although we did not experience any significant impact on our financial condition, results of operations or liquidity due to the ongoing COVID-19 pandemic during the six months ended June 30, 2022, the pandemic has continuously evolved with new, more contagious, variants emerging from time to time, and near-term risks to our business remain. In response to COVID-19 and these variants, governments have implemented a variety of responses, including government-imposed quarantines, travel restrictions and other public health safety measures. As a result, the ultimate impact of the COVID-19 pandemic continues to be highly uncertain and we do not yet know the full extent of potential delays or impacts on our business, our ability to continue to raise additional capital, the EDIT-101 or EDIT-301 clinical trials, ongoing preclinical activities, or the global economy as a whole. We have taken steps in line with guidance from the U.S. Centers for Disease Control and Prevention and the Commonwealth of Massachusetts and the State of Colorado, the jurisdictions in which we primarily operate our business, to protect the health and safety of our employees and the community. After previously implementing a work from home policy and restricting on-site activities at our facilities in Massachusetts and Colorado, we fully reopened these facilities in the third quarter of 2021 using a hybrid work model. We have when needed reimposed the work from home policy and on-site activity restrictions in response to local increases in COVID-19 cases, and may do so again in the future as appropriate. We will continue to monitor and respond to the changing conditions created by the pandemic, with focus on prioritizing the health and safety of our employees and maintaining safe and reliable operations of our facilities.

Financial Operations Overview

Revenue

To date, we have not generated any revenue from product sales and we do not expect to generate any revenue from product sales for the foreseeable future. In connection with our collaboration with BMS, we have received an aggregate of $128.5 million in payments, which have primarily consisted of the initial upfront and amendment payments, development milestone payments, research funding support and certain opt-in fees. We no longer receive research funding support. As of June 30, 2022, we recorded $56.7 million of deferred revenue in relation to our collaboration with BMS, all of which is classified as long-term on our condensed consolidated balance sheet. Under this collaboration, we will recognize revenue upon delivery of option packages to BMS or upon receipt of development milestone payments. We expect that our revenue will fluctuate from quarter-to-quarter and year-to-year as a result of the timing of when we deliver such option packages or receive such milestone payments.

For additional information about our revenue recognition policy related to the BMS collaboration, see Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Revenue Recognition” included in the Annual Report.

For the foreseeable future we expect substantially all of our revenue will be generated from our collaboration with BMS, and other collaborations or agreements we enter into.

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Expenses

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for our research, preclinical development, process and scale-up development, manufacture and clinical development of our product candidates, and development activities under our collaboration agreements. These costs are expensed as incurred and include:

●

employee-related expenses including salaries, benefits, and stock-based compensation expense;

●

costs under clinical trial agreements with investigative sites;

●

costs associated with conducting our preclinical, process and scale-up development, manufacturing, clinical and regulatory activities, including fees paid to third-party professional consultants, service providers and suppliers;

●

costs of purchasing lab supplies and non-capital equipment used in our preclinical activities and in manufacturing preclinical and clinical study materials;

●

costs for research and development activities under our collaboration agreements;

●

facility costs, including rent, depreciation, and maintenance expenses; and

●

fees for acquiring and maintaining licenses under our third-party licensing agreements, including any sublicensing or success payments made to our licensors.

At this time, we cannot reasonably estimate or know the nature, timing, and estimated costs of the efforts that will be necessary to complete the development of any product candidates we may identify and develop. This is due to the numerous risks and uncertainties associated with developing such product candidates, including the uncertainty of:

●

successful completion of preclinical studies, IND-enabling studies and natural history studies;

●

successful enrollment in, and completion of, clinical trials;

●

receipt of marketing approvals from applicable regulatory authorities;

●

establishing commercial manufacturing capabilities or making arrangements with third-party manufacturers;

●

obtaining and maintaining patent and trade secret protection and non-patent exclusivity;

●

launching commercial sales of a product, if and when approved, whether alone or in collaboration with others;

●

acceptance of a product, if and when approved, by patients, the medical community, and third-party payors;

●

effectively competing with other therapies and treatment options;

●

a continued acceptable safety profile following approval;

●

enforcing and defending intellectual property and proprietary rights and claims; and

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●

achieving desirable medicinal properties for the intended indications.

A change in the outcome of any of these variables with respect to the development of any product candidates we develop would significantly change the costs, timing, and viability associated with the development of that product candidate.

Research and development activities are central to our business model. We expect research and development costs to increase significantly for the foreseeable future as our development programs progress, including as we continue to progress the clinical development of EDIT-101 and EDIT-301 as well as support preclinical studies for our other research programs.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation for personnel in executive, finance, investor relations, business development, legal, corporate affairs, information technology, facilities and human resource functions. Other significant costs include corporate facility costs not otherwise included in research and development expenses, legal fees related to intellectual property and corporate matters, and fees for accounting and consulting services.

We anticipate that our general and administrative expenses will increase in the future to support continued research and development activities and potential commercialization of any product candidates we identify and develop. These increases will include increased costs related to the hiring of additional personnel and fees to outside consultants. We also anticipate increased expenses related to reimbursement of third-party patent-related expenses and expenses associated with operating as a public company, including costs for audit, legal, regulatory, and tax-related services, director and officer insurance premiums, and investor relations costs. With respect to reimbursement of third-party intellectual property-related expenses specifically, given the ongoing nature of the opposition and interference proceedings involving the patents licensed to us under our license agreement with The Broad Institute, Inc. and the President and Fellows of Harvard College, we anticipate general and administrative expenses will continue to be significant.

Other Income, Net

For the six months ended June 30, 2022 and 2021, other income, net consisted primarily of interest income, partially offset by accretion of discounts associated with other marketable securities.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of our condensed consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects of material revisions in estimates, if any, will be reflected in the condensed consolidated financial statements prospectively from the date of change in estimates.

There have been no material changes to our critical accounting policies from those described in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the Annual Report.

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Results of Operations

Comparison of the Three Months ended June 30, 2022 and 2021

The following table summarizes our results of operations for the three months ended June 30, 2022 and 2021, together with the changes in those items in dollars (in thousands) and the respective percentages of change:


	Three Months Ended
	June 30,
	2022		2021		Dollar Change		Percentage Change
Collaboration and other research and development revenues	$	6,362	$	379	$	5,983	n/m
Operating expenses:
Research and development		43,659		33,753		9,906	29	%
General and administrative		16,937		22,027		(5,090)	(23)	%
Total operating expenses		60,596		55,780		4,816	9	%
Other income, net:
Other income (expense), net		235		(1)		236	n/m
Interest income, net		546		146		400	n/m
Total other income, net		781		145		636	n/m
Net loss	$	(53,453)	$	(55,256)	$	1,803	(3)	%

For our results of operations, we have included the respective percentage of changes, unless greater than 100% or less than (100)%, in which case we have denoted such changes as not meaningful (n/m).

Collaboration and other research and development revenues

Collaboration and other research and development revenues increased by $6.0 million, to $6.4 million for the three months ended June 30, 2022, compared to $0.4 million for three months ended June 30, 2021. This increase was primarily attributable to BMS’s exercise in the second quarter of 2022 of its option to an additional program under our collaboration with BMS.

Research and development expenses

Research and development expenses increased by $9.9 million, to $43.7 million for the three months ended June 30, 2022, compared to $33.8 million for the three months ended June 30, 2021. The following table summarizes our research and development expenses for the three months ended June 30, 2022 and 2021, together with the changes in those items in dollars (in thousands) and the respective percentages of change:


	Three Months Ended
	June 30,
	2022		2021		Dollar Change		Percentage Change
External research and development expenses	$	19,937	$	13,852	$	6,085	44	%
Employee related expenses		11,740		9,748		1,992	20	%
Facility expenses		4,555		4,185		370	9	%
Stock-based compensation expenses		3,064		4,171		(1,107)	(27)	%
Sublicense and license fees		2,515		648		1,867	n/m
Other expenses		1,848		1,149		699	61	%
Total research and development expenses	$	43,659	$	33,753	$	9,906	29	%

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The increase in research and development expenses for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 was primarily attributable to:

●

approximately $6.1 million in increased external research and development expenses related primarily to the clinical and manufacturing development of EDIT-101, EDIT-301 and our other programs;

●

approximately $2.0 million in increased employee-related expenses primarily due to an increase in the size of our workforce, including the expansion of our research and development organization;

●

approximately $1.9 million in increased sublicense and license expenses, primarily due to license obligations related to a clinical milestone achievement, in addition to sublicense fees owed in connection with an out-license arrangement;

●

approximately $0.7 million in increased other expenses; and

●

approximately $0.4 million in increased facility related expenses.

These increases were partially offset by:

●

approximately $1.1 million in decreased stock-based compensation expenses primarily due to a one-time equity award granted in 2021, for which there was no similar award in 2022.

General and administrative expenses

General and administrative expenses decreased by $5.1 million, to $16.9 million for the three months ended June 30, 2022, compared to $22.0 million for the three months ended June 30, 2021. The following table summarizes our general and administrative expenses for the three months ended June 30, 2022 and 2021, together with the changes in those items in dollars (in thousands) and the respective percentages of change:


	Three Months Ended
	June 30,
	2022		2021		Dollar Change		Percentage Change
Employee related expenses	$	4,233	$	4,371	$	(138)	(3)	%
Stock-based compensation expenses		3,554		9,355		(5,801)	(62)	%
Intellectual property and patent related fees		3,437		4,754		(1,317)	(28)	%
Facility and other expenses		3,099		2,232		867	39	%
Professional service expenses		2,614		1,315		1,299	99	%
Total general and administrative expenses	$	16,937	$	22,027	$	(5,090)	(23)	%

The decrease in general and administrative expenses for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 was primarily attributable to:

●

approximately $5.8 million in decreased stock-based compensation expense primarily related to performance awards granted in 2021 to our former Chief Executive Officer that were achieved or deemed probable in the second quarter of 2021, for which there was no similar expense in the second quarter of 2022;

●

approximately $1.3 million in decreased intellectual property and patent-related fees primarily resulting from decreased legal fees related to the prosecution and maintenance of our patents; and

●

approximately $0.1 million in decreased employee related expenses.

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These decreases were partially offset by:

●

approximately $1.3 million in increased professional service expenses; and

●

approximately $0.9 million in increased facility and other expenses.

Other income, net

For the three months ended June 30, 2022, other income, net was $0.8 million, which was primarily attributable to interest income and accretion of discounts associated with marketable securities.

For the three months ended June 30, 2021, other income, net was $0.1 million, which was primarily attributable to interest income partially offset by accretion of discounts associated with other marketable securities.

Comparison of the Six Months ended June 30, 2022 and 2021

The following table summarizes our results of operations for the six months ended June 30, 2022 and 2021, together with the changes in those items in dollars (in thousands) and the respective percentages of change:


	Six Months Ended
	June 30,
	2022		2021		Dollar Change		Percentage Change
Collaboration and other research and development revenues	$	13,134	$	6,878	$	6,256	91	%
Operating expenses:
Research and development		81,635		75,690		5,945	8	%
General and administrative		36,483		43,471		(6,988)	(16)	%
Total operating expenses		118,118		119,161		(1,043)	(1)	%
Other income, net
Other income, net		1		19		(18)	(95)	%
Interest income, net		1,015		280		735	n/m
Total other income, net		1,016		299		717	n/m
Net loss	$	(103,968)	$	(111,984)	$	8,016	(7)	%

Collaboration and other research and development revenues

Collaboration and other research and development revenues increased by $6.2 million, to $13.1 million, for the six months ended June 30, 2022 from $6.9 million for six months ended June 30, 2021. This increase was primarily attributable to BMS’s exercise in the second quarter of 2022 of its option to an additional program under our collaboration with BMS.

Research and development expenses

Research and development expenses increased by $5.9 million, to $81.6 million, for the six months ended June 30, 2022 from $75.7 million for the six months ended June 30, 2021. The following table summarizes our research and development expenses for the six months ended June 30, 2022 and 2021, together with the changes in those items in dollars (in thousands) and the respective percentages of change:

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	Six Months Ended
	June 30,
	2022		2021		Dollar Change		Percentage Change
External research and development expenses	$	34,623	$	27,513	$	7,110	26	%
Employee related expenses		23,735		19,749		3,986	20	%
Facility expenses		9,062		7,957		1,105	14	%
Stock-based compensation expenses		6,758		8,137		(1,379)	(17)	%
Other expenses		3,968		2,705		1,263	47	%
Sublicense and license fees		3,489		9,629		(6,140)	(64)	%
Total research and development expenses	$	81,635	$	75,690	$	5,945	8	%

The increase in research and development expenses for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 was primarily attributable to:

●

approximately $7.1 million in increased external research and development expenses primarily attributable to the clinical and manufacturing development of EDIT-101, EDIT-301 and our other programs;

●

approximately $4.0 million in increased employee related expenses primarily due to an increase in the size of our workforce, including the expansion of our research and development organization;

●

approximately $1.3 million in increased other expenses; and

●

approximately $1.1 million in increased facility related expenses primarily related to increased lab and manufacturing space.

These increases were partially offset by:

●

approximately $6.1 million in decreased sublicense and license fees primarily related to the triggering of success payments under certain of our license agreements upon the achievement of market capitalization based milestones in the first quarter of 2021 for which there were no similar fees in 2022; and

●

approximately $1.4 million in decreased stock-based compensation expenses primarily due to a one-time equity award granted in 2021, for which there was no similar award in 2022.

General and administrative expenses

General and administrative expenses decreased by $7.0 million, to $36.5 million, for the six months ended June 30, 2022 from $43.5 million for the six months ended June 30, 2021. The following table summarizes our general and administrative expenses for the six months ended June 30, 2022 and 2021, together with the changes in those items in dollars (in thousands) and the respective percentages of change:


	Six Months Ended
	June 30,
	2022		2021		Dollar Change		Percentage Change
Stock-based compensation expenses	$	11,291	$	17,593	$	(6,302)	(36)	%
Employee related expenses		8,358		9,065		(707)	(8)	%
Intellectual property and patent related fees		6,904		9,869		(2,965)	(30)	%
Facility and other expenses		5,368		4,252		1,116	26	%
Professional service expenses		4,562		2,692		1,870	69	%
Total general and administrative expenses	$	36,483	$	43,471	$	(6,988)	(16)	%

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The decrease in general and administrative expenses for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 was primarily attributable to:

●

approximately $6.3 million in decreased stock-based compensation expense related to the acceleration of vesting of certain equity awards held by our former Chief Executive Officer in connection with her separation from our company in February 2021, as well as stock-based compensation expense recognized related to the performance-based awards that were granted to our new Chief Executive Officer and other certain employees in 2021, under which a single performance obligation was achieved and fully recognized in 2021, for which there were no similar expenses recognized in 2022;

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approximately $3.0 million in decreased intellectual property and patent related fees primarily resulting from decreased legal fees related to the prosecution and maintenance of our patents; and

●

approximately $0.7 million in decreased employee related expenses.

These decreases were partially offset by:

●

approximately $1.9 million in increased professional service expenses; and

●

approximately $1.1 million in increased facility and other expenses.

Other income, net

For the six months ended June 30, 2022, other income, net was $1.0 million, which was primarily attributable to interest income partially offset by accretion of discounts associated with other marketable securities.

For the six months ended June 30, 2021, other income, net was $0.3 million, which was primarily attributable to interest income partially offset by accretion of discounts associated with other marketable securities.

Liquidity and Capital Resources

Sources of Liquidity

As of June 30, 2022, we have raised an aggregate of $898.0 million in net proceeds through the sale of shares of our common stock in public offerings and at-the-market offerings. We also have funded our business from payments received under our research collaboration with BMS and our strategic alliance with Allergan, which was terminated in August 2020. As of June 30, 2022, we had cash, cash equivalents and marketable securities of $527.6 million.

In May 2021, we entered into a common stock sales agreement with Cowen and Company, LLC (“Cowen”), under which we from time to time can issue and sell shares of our common stock through Cowen in at-the-market offerings for aggregate gross sale proceeds of up to $300.0 million (the “ATM Facility”). As of June 30, 2022, we have not sold any shares of our common stock under the ATM Facility.

In addition to our existing cash, cash equivalents and marketable securities, we are eligible to earn milestone and other payments under our collaboration agreement with BMS. Our ability to earn the milestone payments and the timing of earning these amounts are dependent upon the timing and outcome of our development, regulatory and commercial activities and, as such, are uncertain at this time. As of June 30, 2022, our right to contingent payments under our collaboration agreement with BMS is our only significant committed potential external source of funds.

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Cash Flows

The following table provides information regarding our cash flows for the six months ended June 30, 2022 and 2021 (in thousands):


	Six Months Ended
	June 30,
	2022		2021
Net cash (used in) provided by:
Operating activities	$	(87,072)	$	(88,436)
Investing activities		52,369		8,035
Financing activities		585		278,553
Net (decrease) increase in cash, cash equivalents, and restricted cash	$	(34,118)	$	198,152

Net Cash Used in Operating Activities

The use of cash in all periods resulted primarily from our net losses adjusted for non-cash charges and changes in components of working capital.

Net cash used in operating activities was approximately $87.1 million for the six months ended June 30, 2022, which primarily consisted of operating expenses that relate to our on-going preclinical and clinical activities, sublicense and license fees, and increased costs as a result of staffing needs due to our expanding operations.

Net cash used in operating activities was approximately $88.4 million for the six months ended June 30, 2021, which primarily consisted of operating expenses that relate to our on-going preclinical and clinical activities, patent costs and license fees, and increased costs as a result of staffing needs due to our expanding operations. These expenses were partially offset by cash inflows from license fees received in the period.

Net Cash Provided by Investing Activities

Net cash provided by investing activities was approximately $52.4 million for the six months ended June 30, 2022, primarily related to proceeds from maturities of marketable securities of $238.8 million, partially offset by costs used to acquire marketable securities of $183.5 million.

Net cash provided by investing activities was approximately $8.0 million for the six months ended June 30, 2021, primarily related to proceeds from maturities of marketable securities of $205.0 million, partially offset by costs used to acquire marketable securities of $194.2 million and purchases of property and equipment of $2.8 million.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was approximately $0.6 million for the six months ended June 30, 2022 primarily related to proceeds received from issuance of common stock under our benefit program and exercises of options for our common stock.

Net cash provided by financing activities was approximately $278.6 million for the six months ended June 30, 2021 and consisted of $249.5 million in net proceeds received from a public offering of our common stock and $28.6 million in proceeds received from exercises of options for our common stock.

Funding Requirements

We expect our expenses to increase in connection with our ongoing activities, particularly as we progress the clinical development of EDIT-101 and EDIT-301; further advance our current research programs and our preclinical development activities; seek to identify product candidates and additional research programs; initiate preclinical testing and clinical trials for other product candidates we identify and develop, including preparing for and initiating the clinical development of EDIT-301 for the treatment of TDT; maintain, expand, and protect our intellectual property portfolio,

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including reimbursing our licensors for expenses related to the intellectual property that we in-license from such licensors; hire additional clinical, quality control, and scientific personnel; and incur costs associated with operating as a public company. In addition, if we obtain marketing approval for any product candidate that we identify and develop, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution to the extent that such sales, marketing, and distribution are not the responsibility of a collaborator. We do not expect to generate significant recurring revenue unless and until we obtain regulatory approval for and commercialize a product candidate. Furthermore, we expect to continue to incur significant costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our research and development programs or future commercialization efforts.

We expect that our existing cash, cash equivalents and marketable securities at June 30, 2022 will enable us to fund our operating expenses and capital expenditure requirements into 2024. Our forecast of the period of time through which our existing cash and cash equivalents and investments will be adequate to support our operations is a forward-looking statement and involves significant risks and uncertainties. We have based this forecast on assumptions that may prove to be wrong, and actual results could vary materially from our expectations, which may adversely affect our capital resources and liquidity. We could utilize our available capital resources sooner than we currently expect. The amount and timing of future funding requirements, both near- and long-term, will depend on many factors, including, but not limited to:

●

the scope, progress, results, and costs of drug discovery, preclinical development, laboratory testing, and clinical or natural history study trials for the product candidates we develop;

●

the costs of progressing the clinical development of EDIT-101 to treat LCA10, including the expansion of trial enrollment to explore dose response and support establishment of registrational trial endpoints;

●

the costs of progressing the clinical development of EDIT-301 to treat sickle cell disease and preparing for and initiating the clinical development of EDIT-301 to treat TDT;

●

the costs of preparing, filing, and prosecuting patent applications, maintaining and enforcing our intellectual property and proprietary rights, and defending intellectual property-related claims;

●

the costs, timing, and outcome of regulatory review of the product candidates we develop;

●

the costs of future activities, including product sales, medical affairs, marketing, manufacturing, and distribution, for any product candidates for which we receive regulatory approval;

●

the success of our collaboration with BMS;

●

whether BMS exercises any of its options to extend the research program term and/or to additional research programs under our collaboration;

●

our ability to establish and maintain additional collaborations on favorable terms, if at all;

●

the extent to which we acquire or in-license other medicines and technologies;

●

the costs of reimbursing our licensors for the prosecution and maintenance of the patent rights in-licensed by us; and

●

the costs of operating as a public company.

Identifying potential product candidates and conducting preclinical studies and clinical trials is a time-consuming, expensive, and uncertain process that takes many years to complete, and we may never generate the

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necessary data or results required to obtain marketing approval and achieve product sales. In addition, any product candidate that we identify and develop, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of genomic medicines that we do not expect to be commercially available for many years, if at all. Accordingly, we will need to continue to rely on additional financing to achieve our business objectives. Adequate additional financing may not be available to us on acceptable terms, or at all.

Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances, and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our stockholders’ ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends.

If we raise funds through additional collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce, or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Contractual Obligations

As of June 30, 2022, we had non-cancelable operating leases with future minimum lease payments for a total of $22.0 million, of which $4.9 million will be payable in 2022. These minimum lease payments exclude our share of the facility operating expenses, real-estate taxes and other costs that are reimbursable to the landlord under the leases.

Our agreements with certain institutions to license intellectual property include potential milestone payments and success fees, sublicense fees, royalty fees, licensing maintenance fees, and reimbursement of patent maintenance costs that we may be required to pay. Our agreements to license intellectual property include potential milestone payments that are dependent upon the development of products using the intellectual property licensed under the agreements and contingent upon the achievement of development or regulatory approval milestones, as well as commercial milestones. These potential obligations are contingent upon future events and the timing and likelihood of such potential obligations are not known with certainty. For further information regarding these agreements, please see Part I, “Item 1. Business—Our Collaborations and Licensing Strategy” in the Annual Report.

We also enter into contracts in the normal course of business with contract research organizations, contract manufacturing organizations and other vendors to assist in the performance of our research and development activities and other services and products for operating purposes. These contracts generally provide for termination at any time upon prior notice.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk related to changes in interest rates. As of June 30, 2022, we had cash and cash equivalents of $169.4 million, primarily held in money market mutual funds consisting of U.S. government-backed securities, and marketable securities of $358.2 million, primarily consisting of U.S. government-backed securities and corporate debt securities. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our investments, including cash equivalents, are in the form, or may be in the form of, money market funds or marketable securities and are or may be invested in U.S. Treasury and U.S. government agency obligations. Due to the short-term maturities and low risk profiles of our investments, an immediate 100 basis point change in interest rates would not have a material effect on the fair market value of our investments.

While we contract with certain vendors and institutions internationally, substantially all of our total liabilities as

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of June 30, 2022 were denominated in the United States dollar and we believe that we do not have any material exposure to foreign currency exchange rate risk.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2022. 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 the 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 SEC’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 June 30, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in litigation or other legal proceedings relating to claims arising from the ordinary course of business. There can be no assurance that any proceedings that result from these third-party actions will be resolved in our favor. In addition, if they are not resolved in our favor, there can be no assurance that the result will not have a material adverse effect on our business, financial condition, results of operations, or prospects. Certain of our intellectual property rights, including ones licensed to us under our licensing agreements, are subject to, and from time to time may be subject to, priority and validity disputes. For additional information regarding these matters, see Part I, “Item 1A. Risk Factors—Risks Related to Our Intellectual Property” in the Annual Report and Part II, “Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q. Regardless of outcome, litigation or other legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors.

Information set forth in this Quarterly Report on Form 10-Q and the risk factors discussed below, and in the sections entitled “Summary of Risk Factors” and Part I, “Item 1A. Risk Factors” in the Annual Report, includes risks which could materially affect our business, financial condition, results of operations, or prospects. These risks, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations and financial condition, which in turn could materially and adversely affect the trading price of shares of our common stock. Additional risks not currently known to us or that we currently deem to be immaterial may also harm our business.

Some of our in-licensed patents are subject to priority and validity disputes. In addition, our owned and in-licensed patents, patent applications and other intellectual property may be subject to further priority and validity disputes, and other similar intellectual property proceedings including inventorship disputes. If we or our licensors are unsuccessful in any of these proceedings, we may be required to obtain licenses from third parties, which may not be available on commercially reasonable terms or at all, or to cease the development, manufacture, and commercialization of one or more of the product candidates we develop, which could have a material adverse impact on our business.

Certain U.S. patents and a U.S. patent application directed to CRISPR/Cas9 that are co-owned by the Broad and the Massachusetts Institute of Technology (“MIT”), and in some cases Harvard (collectively referred to as “Broad”), and in-licensed by us were involved in a first interference with a U.S. patent application that is co-owned by the University of California, the University of Vienna, and Emmanuelle Charpentier (collectively referred to “CVC”). An interference is a proceeding in the USPTO before the Patent Trial and Appeal Board of the USPTO (“PTAB”) to determine priority of invention of the subject matter of patent claims filed by different parties. In this first interference, the PTAB made a judgment of no interference-in-fact in favor of the Broad, which was upheld on appeal. This decision was final and bars any further interference between the same parties for claims to the same invention that was considered in the interference. As a result of this decision, the U.S. patents and application that we in-license from the Broad and others were not modified or revoked.

On June 24, 2019, the PTAB declared a second interference between certain pending U.S. patent applications that are co-owned by CVC and certain U.S. patents and a U.S. patent application that are co-owned by Broad and in-licensed by us. Most of the Broad U.S. patents and the patent application that are involved in the second interference were also part of the first interference. The invention that was considered in the first interference related to a method involving contacting a target DNA in a eukaryotic cell with certain defined CRISPR/Cas9 components for the purpose of cleaving or editing that target DNA molecule or modulating transcription of at least one gene encoded thereon. The second interference is directed to a different invention, namely a eukaryotic cell comprising a target DNA and certain defined CRISPR/Cas9 components including a single molecule guide RNA that are capable of cleaving or editing the target DNA molecule.

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On September 10, 2020, the PTAB granted Broad’s motion for priority benefit while denying CVC priority benefit to their two earliest provisional patent applications. As a result, Broad entered the priority phase of the interference as “Senior Party” while CVC remained the “Junior Party” for purposes of determining which entity was the first to invent the inventions at issue. On February 28, 2022, the PTAB issued a decision regarding the priority phase of the interference determining that Broad was the first entity to invent the claims at issue. This decision has been appealed by the University of California, the University of Vienna, and Emmanuelle Charpentier and the Broad has cross-appealed. It is uncertain when or in what manner the U.S. Court of Appeals for the Federal Circuit will act on these appeals.

On December 14, 2020, the PTAB, declared two new interferences involving a pending U.S. patent application that is owned by ToolGen, Inc. (the “ToolGen application”). One of the two interferences is between the ToolGen application and certain U.S. patents and U.S. patent applications that are co-owned by Broad and in-licensed by us. Most of the Broad U.S. patents and patent applications that are involved in the interference with ToolGen are also part of the second interference with CVC. The other ToolGen interference is between the same ToolGen application and the U.S. patent applications that are co-owned by CVC and involved in the second interference with Broad. The claims in ToolGen’s patent application relate to a mammalian cell with a CRISPR/Cas system comprising a codon optimized nucleic acid encoding a Cas9 polypeptide with a nuclear localization signal and a single-molecule guide RNA that, together, are capable of forming a Cas9/RNA complex that mediates double stranded cleavage of a target nucleic acid sequence.

On June 21, 2021, the PTAB declared two new interferences involving a pending U.S. patent application owned by Sigma-Aldrich (the “Sigma-Aldrich application”). One of the two new interferences is between the Sigma-Aldrich application and certain U.S. patents and U.S. patent applications that are co-owned by Broad and in-licensed by us. The other Sigma interference is between the same Sigma-Aldrich application and the U.S. patent applications that are co-owned by CVC. Most of the Broad U.S. patents and patent applications that are involved in the interference with Sigma-Aldrich are also part of the concurrent interferences with CVC and ToolGen. The claims in Sigma-Aldrich’s application relate to a method for modifying a chromosomal sequence in a eukaryotic cell by integrating a donor sequence into that chromosomal sequence. These methods use a CRISPR/Cas9 system comprising a Cas9 polypeptide with a nuclear localization signal, a guide RNA, and a donor sequence that, together, are capable of mediating double stranded cleavage and repair of a target nucleic acid sequence leading to integration of the donor sequence into the chromosomal sequence.

As a result of these declarations of interference, five parallel adversarial proceedings in the USPTO before the PTAB have been initiated – the patent interferences between Broad and CVC, Broad and ToolGen, CVC and ToolGen, Broad and Sigma-Aldrich, and CVC and Sigma-Aldrich. We cannot predict with any certainty how long each interference proceeding will take. It is also possible that other third parties may seek to become a party to these interferences.

Our owned and in-licensed patents and patent applications are, or may in the future become, subject to validity disputes in the USPTO and other foreign patent offices. For example, a request for ex parte re-examination was filed with the USPTO on February 16, 2016 against a U.S. patent that we have in-licensed from Broad, which is involved in certain of the interferences. The request for ex parte re-examination was granted on May 9, 2016 thereby initiating a re-examination procedure between the USPTO and The Broad Institute, acting on behalf of itself and MIT. The PTAB has suspended the re-examination noting that it has jurisdiction over any file that involves a patent involved in an interference. It is uncertain when the PTAB will lift the suspension. If The Broad Institute is unsuccessful during the re-examination, the patent in question may be revoked or narrowed, which could have a material adverse effect on the scope of our rights under such patent.

We or our licensors may also be subject to claims that former employees, collaborators, or other third parties have an interest in our owned or in-licensed patents or patent applications, or other intellectual property rights as an inventor or co-inventor. If we are unable to obtain an exclusive license to any such third-party co-owners’ interest in such patents, patent applications or other intellectual property rights, such co-owners may be able to license their rights to other third parties, including our competitors. In addition, we may need the cooperation of any such co-owners to enforce any patents, including any patents that issue from patent applications, against third parties, and such cooperation

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may not be provided to us. Any of the foregoing could have a material adverse effect on the conduct of our business, financial condition, results of operations, and prospects.

We or our licensors are subject to and may in the future become a party to similar proceedings or priority disputes in Europe or other foreign jurisdictions. For example, certain European patents that we have in-licensed from Broad have been revoked in their entirety by the European Patent Office Opposition Division (the “Opposition Division”). Certain other European patents that we have in-licensed from Broad were maintained with amended patent claims. Certain of these decisions have been appealed by both Broad and the opposing party(s), and it is uncertain when or in what manner the Boards of Appeal will act on these appeals. The Opposition Division has also initiated opposition proceedings against certain other European patents that we have in-licensed from Broad. The EPO opposition proceedings may involve issues including, but not limited to, procedural formalities related to filing the European patent application, priority, and the patentability of the involved claims. In view of certain arguments made by the third parties against the revoked patents and similar arguments made by the third parties against other in-licensed European patents under opposition, the opposition proceedings may lead to the revocation of certain additional in-licensed European patents. The loss of priority for, or the loss of, these European patents could have a material adverse effect on the conduct of our business. One or more of the third parties that have filed oppositions against these European patents or other third parties may file future oppositions against other European patents that we in-license or own. There may be other oppositions against these European patents that have not yet been filed or that have not yet been made available to the public.

If we or our licensors are unsuccessful in any patent related disputes, including interference proceedings, patent oppositions, re-examinations, or other priority, inventorship, or validity disputes to which we or they are subject (including any of the proceedings discussed above), we may lose valuable intellectual property rights through the loss of one or more patents owned or licensed or our owned or licensed patent claims may be narrowed, invalidated, or held unenforceable. In addition, if we or our licensors are unsuccessful in any inventorship disputes to which we or they are subject, we may lose valuable intellectual property rights, such as exclusive ownership of, or the exclusive right to use, our owned or in-licensed patents and patent applications. If we or our licensors are unsuccessful in any interference proceeding or other priority or inventorship dispute, we may be required to obtain and maintain licenses from third parties, including parties involved in any such interference proceedings or other priority or inventorship disputes. Such licenses may not be available on commercially reasonable terms or may be non-exclusive or may not be available at all. If we are unable to obtain and maintain such licenses, we may need to cease the development, manufacture, and commercialization of one or more of the product candidates we develop. The loss of exclusivity or the narrowing of our owned and in-licensed patent claims could limit our ability to stop others from using or commercializing similar or identical technology and products. Any of the foregoing could result in a material adverse effect on our business, financial condition, results of operations, or prospects. Even if we are successful in any interference proceeding or other priority, inventorship, or validity disputes, it could result in substantial costs and be a distraction to our management and other employees.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On June 2, 2022, we granted our Chief Executive Officer an option to purchase 950,209 shares of our common stock, and on July 18, 2022, we granted our Chief Medical Officer an option to purchase 171,602 shares of our common stock, each as an inducement to employment in accordance with Nasdaq Listing Rule 5635(c)(4). No underwriters were involved in the foregoing issuances of securities. The securities were issued pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, relating to transactions by an issuer not involving any public offering. The recipients either received adequate information about us or had access, through other relationships, to such information.

The stock options are scheduled to become exercisable as to 25% of the shares underlying the options on the first anniversary of their respective dates of grant, and as to an additional 2.0833% of the shares underlying the options at the end of each successive month following such date, subject to the recipient’s continued service. The option granted to our Chief Executive Officer has an exercise price of $11.54 per share, and the option granted to our Chief Medical Officer has an exercise price of $14.99 per share.

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Item 6. Exhibits

Exhibit Index

Exhibit Number		Description of Exhibit
10.1*		Employment Offer Letter, dated April 13, 2022, between the Registrant and Gilmore O’Neill.
10.2*		Amendment to Employment Offer Letter, dated April 13, 2022, between the Registrant and James C. Mullen.
10.3*		Employment Offer Letter, dated June 14, 2022, between the Registrant and Baisong Mei.
10.4*		Amendment to RSU Agreement, dated May 24, 2022, between the Registrant and James C. Mullen.
31.1*		Rule 13a-14(a) Certification of Principal Executive Officer
31.2*		Rule 13a-14(a) Certification of Principal Financial Officer
32.1+		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. §1350
101*		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Loss (unaudited), (iv) Consolidated Statements of Stockholders’ Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Condensed Consolidated Financial Statements (unaudited), tagged as blocks of text and including detailed tags.
104*		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline XBRL.

* Filed herewith

+ The certifications furnished in Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications are not to be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates them by reference.

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SIGNATURES

Pursuant to the requirements 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: August 3, 2022	By:	/s/ Michelle Robertson
		Michelle Robertson
		Chief Financial Officer (Principal Financial Officer)

Exhibit 10.1

	11 Hurley Street
		Cambridge, MA 02141
		617-401-9000
		617-494-0985

April 13, 2022

By Electronic Mail

Gilmore O’Neill, M.D.

Dear Gilmore:

On behalf of Editas Medicine, Inc., a Delaware corporation (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter is to summarize the terms of your employment with the Company, should you accept our offer:

1.You will be employed on a full-time basis to serve in the dual role of President and Chief Executive Officer (collectively, “CEO”) of the Company, effective June 1, 2022 (the “Effective Date”). As CEO, you will be responsible for such duties as are consistent with such position. You shall report to the Company’s Board of Directors (the “Board”). Upon your commencement of employment with the Company, and so long as you are employed by the Company as its CEO, the Board shall nominate you, and you will be entitled to, serve as a member of the Board, with no additional remuneration payable for such service. Upon the ending of your employment as CEO, if so requested in writing by the Company, you shall immediately resign from the Board as well as from your position as CEO and any other position(s) with the Company to which you were elected or appointed in connection with your employment or Board membership.

2.Your base salary will be at the rate of $24,038.46 per bi-weekly pay period (equivalent to an annualized base salary of $625,000), subject to tax and other withholdings as required by law. Such base salary may be increased from time to time in accordance with normal business practice and in the sole discretion of the Company.

3.Following the end of each fiscal year and subject to the approval of the Board (or a duly authorized committee thereof), you will be eligible for a retention and performance bonus, targeted at 60% (which percentage may be increased) of your annualized base salary, based solely on the Company’s performance during the applicable fiscal year, as determined by the Board (or such committee) in its sole discretion in accordance with certain corporate goals approved by the Board (or such committee) in its sole discretion each for the applicable bonus year; provided, however, that, for 2022, any bonus will be pro-rated based on the number of days employed in 2022 divided by 365. Except as provided in the Severance Plan, you must be an active employee of the Company on the date any bonus is distributed in order to be eligible for and to earn a bonus award, as it also serves as an incentive to remain employed by the Company, provided that the Company will award and pay any bonus for the prior calendar year on or before March 15th of the next succeeding calendar year. Notwithstanding the foregoing, if you die or become disabled (as defined under the Company’s long-term disability plan) prior to the date of payment of the bonus, you (or your estate) will be entitled to receive a pro-rata portion of the bonus to which you would otherwise have been entitled (based on the number of days in the year to which the bonus relates prior to your death or disability divided by 365). You will also be eligible to participate in the Company’s long-term incentive plan which provides for annual equity awards, as determined in the sole discretion of the Board (or a duly authorized committee

thereof) after consideration of individual employee performance and Company performance benchmarked against the Company’s peer group, and such other factors as the Board (or a duly authorized committee thereof) determines to be relevant in its discretion; provided, however, that you will not be eligible for long-term incentive awards in 2022.

4.You may participate in any and all benefit programs that the Company establishes and makes available to its employees from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs. The benefit programs made available by the Company, and the rules, terms and conditions for participation in such benefit plans, may be changed by the Company at any time without advance notice.

5.You will be eligible for paid vacation and holidays in accordance with Company policy.

6.The Company shall reimburse you for all reasonable and necessary documented out of pocket expenses incurred or paid by you in connection with, or related to, the performance of your services to the Company. You shall abide by the Company’s expense reimbursement policy, except as otherwise set forth herein or with the prior written approval of the Chairman of the Board.

7.Subject to approval of the Board, the Company will grant to you:

(a)an option to acquire that number of shares of Company common stock having an aggregate Black-Scholes value of $7,500,000 (the “New Hire Option”) as of the date of grant as determined by the Organization, Leadership and Compensation Committee (the “OLC Committee”), which will have an exercise price equal to the fair market value of the Company’s common stock on the date of grant. You will vest as to 25% of the shares subject to the New Hire Option on the first anniversary of the grant date and the balance will vest in equal monthly installments over the next 36 months thereafter;

(b)a time-vesting restricted stock unit award for Company common stock having a value of $1,000,000 (the “RSU Award”), based on the fair market value of the Company’s common stock on the date of the grant, which RSU Award shall vest in equal annual installments on the first four anniversaries of the grant date; and

(c)a performance-based restricted stock unit award for Company common stock having a value of $2,500,000 (the “PSU Award” and, collectively with the New Hire Option and the RSU Award, the “Equity Awards”) based on the fair market value of the Company’s common stock on the date of grant, which PSU Award will vest in thirds based on research and development milestones to be determined by the OLC Committee at the time of grant; provided, however, that notwithstanding anything to the contrary, no portion of the PSU Award shall vest prior to the one-year anniversary of the grant date for such award.

The Equity Awards will be granted pursuant to Nasdaq Listing Rule 5635(c)(4) as an inducement for you to enter into employment with the Company. The Equity Awards will be brought to the Board (or a duly authorized committee thereof) for approval on or after the date you begin employment with the Company. The Equity Awards will be evidenced in writing by, and subject to the terms of an inducement stock option agreement and an inducement restricted or performance stock unit agreement, as applicable. As set forth in and subject to the terms of the Company’s Severance Benefits Plan (the “Severance Plan”), the vesting of the Equity Awards shall accelerate upon a Change in Control

Termination (as defined in the Severance Plan).

8.You may be eligible to receive such future equity awards as the Board shall deem appropriate.

9.You will be eligible to participate in the Severance Plan, a copy of which is attached hereto as Exhibit A, at the Chief Executive Officer level. Your eligibility under the Severance Plan is subject to the terms and conditions thereof. Notwithstanding anything to the contrary in the Severance Plan, the Company agrees:

a. A “Non-Change in Control Termination” shall mean a termination of your employment by the Company without Cause or by you with Good Reason, as defined in the Severance Plan, which occurs prior to three (3) months before or more than twelve (12) months following a Change in Control.

b. A “Change in Control Termination” shall mean a termination of your employment by the Company without Cause or by you with Good Reason, in either case which occurs within the period that is three (3) months prior to and twelve (12) months following a Change in Control.

C. You will be entitled to the bonus payment as provided in Section 8(c) for both a Change in Control Termination and a Non-Change in Control Termination, except that such bonus shall, in the case of a Non-Change in Control Termination, be pro-rated based on the number of days employed in the year of termination divided by 365.

In the event of a conflict between this Agreement and the Severance Plan, the term which is more favorable to you shall control.

10.You will work out of the Company’s office in Cambridge, Massachusetts, with the understanding that you will be required to travel to other locations in connection with the performance of your duties, at the expense of the Company.

11.You will be required to execute an Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement in the form attached as Exhibit B, as a condition of employment. You acknowledge that your receipt of the grants of equity set forth in Paragraph 7 of this offer letter is contingent upon your agreement to the non-competition provisions set forth in such agreement. You further acknowledge that such consideration was mutually agreed upon by you and the Company and is fair and reasonable in exchange for your compliance with such non-competition obligations.

12.You agree to devote your full business time, commercially reasonable efforts, skill, knowledge, attention, and energies to the advancement of the Company’s business and interests and to the performance of your duties and responsibilities as an employee of the Company and will not engage in any other employment, consulting or other business activity or serve on the board of directors of another company without the prior written consent of the Board; provided that, notwithstanding the foregoing, you may continue to serve on board of director(s) and/or scientific advisory board(s) of which you are currently a member and shall coordinate with the Board Chair to adopt any adjustments as deemed necessary in light of corporate governance best practices and your

duties and responsibilities to the Company; and, further provided that you may engage in religious, charitable or other community activities as long as such services and activities do not interfere with your performance of your duties to the Company.

13.You agree to provide to the Company, within three days of your hire date, documentation of your eligibility to work in the United States, as required by the Immigration Reform and Control Act of 1986. You may need to obtain a work visa in order to be eligible to work in the United States. If that is the case, your employment with the Company will be conditioned upon your obtaining a work visa in a timely manner as determined by the Company.

14.This letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment at will, under which both you and the Company remain free to terminate the employment relationship, with or without cause, at any time, with or without notice. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at-will” nature of your employment may only be changed by a written agreement signed by you and the Chairman of the Board, which expressly states the intention to modify the at-will nature of your employment.

15.As an employee of the Company, you will be required to comply with all Company policies and procedures. Violations of the Company’s policies may lead to immediate termination of your employment (with the characterization of such termination subject to the Cause provisions set forth in the Severance Plan). Further, the Company’s premises, including all workspaces, furniture, documents, and other tangible materials, and all information technology resources of the Company (including computers, data and other electronic files, and all internet and email) are subject to oversight and inspection by the Company at any time. Company employees should have no expectation of privacy with regard to any Company premises, materials, resources, or information.

16.For the duration of your employment, the Company agrees to maintain directors and officers liability insurance at its expense, and agrees to indemnify you in your capacity as an officer and as a director of the Company to the fullest extent permitted by law, the Company’s Bylaws, Certificate of Incorporation, or any other applicable statute, rule of law, contract, or insurance policy.

17.This offer letter is your formal offer of employment and supersedes any and all prior or contemporaneous agreements, discussions and understandings, whether written or oral, relating to the subject matter of this letter or your employment with the Company. The resolution of any disputes under this letter will be governed by the laws of the Commonwealth of Massachusetts.

If you agree with the provisions of this letter, please sign the enclosed duplicate of this letter in the space provided below and return it to the undersigned, by April 13, 2022. If you do not accept this offer by April 13, 2022, this offer will be revoked.

	Very Truly Yours,


	EDITAS MEDICINE, INC.


	By:	/s/ James C. Mullen
		Name: James C. Mullen
		Title: Chair of the Board of Directors

The foregoing correctly sets forth the terms of my employment by Editas Medicine, Inc. I am not relying on any other representation, except as set forth in this letter.


Date:	April 13, 2022	/s/ Gilmore O’Neill
		Dr. Gilmore O’Neill, M.D.

EXHIBIT A

COMPANY SEVERANCE BENEFITS PLAN

EXHIBIT B

EMPLOYEE NON-COMPETITION, NON-SOLICITATION,

CONFIDENTIALITY AND ASSIGNMENT AGREEMENT

Exhibit 10.2

		11 Hurley Street
			Cambridge, MA 02141
			617-401-9000
			617-494-0985

April 13, 2022

By Electronic Mail

James C. Mullen

Dear Jim:

Reference is made to that certain Employment Offer Letter dated February 13, 2021 between Editas Medicine, Inc. (the “Company”), and you regarding the terms of your employment with the Company (the “Offer Letter”). This letter (the “Amendment”), shall be effective June 1, 2022, confirms the agreement between the Company and you regarding an amendment to the Offer Letter.

1.Sections 1 and 2 of the Offer Letter are hereby amended by deleting such sections in their entirety and inserting the following in lieu thereof:

1.You will be employed to serve as Executive Chair, effective June 1, 2022 (the “Effective Date”). From the Effective Date through December 31, 2022, you will be a full-time employee of the Company. As of January 1, 2023 (the “Transition Date”), you will be a part-time Executive Chair, and you will be expected to devote approximately 50% of your business time to the Company. As Executive Chair, you will report to the Board of the Directors (the “Board”) and be responsible for such duties as are consistent with such position and as reasonably directed by the Board. During your employment as Executive Chair, you will remain a member of the Board. Upon the ending of your employment as Executive Chair, if so requested in writing by the Company, you shall immediately resign from the Board as well as from your position as Executive Chair and any other position(s) with the Company to which you were elected or appointed in connection with your employment or Board membership.

2.As of the Effective Date, your base salary will continue to be at the rate of $27,291.67 per semi-monthly pay period (equivalent to an annualized base salary of $655,000.00), subject to tax and other withholdings as required by law. As of the Transition Date, your base salary will be at the rate of $13,645.83 per semi-monthly pay period (equivalent to an annualized base salary of $327,500.00), subject to tax and other withholdings as required by law. Such base salary may be increased from time to time in accordance with normal business practice and in the sole discretion of the Company. In addition, while you remain employed as the Company’s Executive Chair, the Company will provide you with a benefits allowance of $2,750 per month, less applicable taxes and withholdings, payable in accordance with the Company’s normal payroll cycle. Such benefits allowance may be modified from time to time in the sole discretion of the Company.

2.Section 9 of the Offer Letter is hereby amended by inserting the following language at the conclusion of Section 9.

9.Notwithstanding anything to the contrary in the Offer Letter, as amended herein, or in the Company’s Severance Benefits Plan, you and the Company agree that (i) your transition from Chief Executive Officer to Executive Chair and your transition to part-time employment as of the Effective Date shall not constitute Good Reason for purposes thereunder; (ii) you will not be eligible for severance benefits for a separation from employment as a result of your ceasing to be a member of the board of directors; and (iii) for purposes of Section 9 and your eligibility under the Company’s Severance Benefits Plan, the term “Other C-Level Officer” shall be interpreted to include Executive Chair.

3.Except as specifically provided herein, the Offer Letter remains in full force and effect and is not modified or amended hereby.

4.This Amendment will be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (other than choice-of-law provisions).

5.This Amendment may be executed in counterparts by each of the signatories, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile or “pdf” copy will have the same force and effect as execution of an original, and a facsimile or “pdf” signature will be deemed an original and valid signature.

Please indicate your agreement with the above terms by signing below.


Very Truly Yours,

EDITAS MEDICINE, INC.

By:	/s/ Bernadette Connaughton
	Name:	Bernadette Connaughton
	Title:	Chair of the Organization, Leadership and
	Compensation Committee

Accepted and Agreed as of April 13, 2022

/s/ James C. Mullen
James C. Mullen

Exhibit 10.3

	11 Hurley Street
		Cambridge, MA 02141
		P 617-401-9000
		F 617-494-0985

June 09, 2022

Baisong Mei, M.D., Ph.D.

Re:	Offer of Employment

Dear Baisong,

On behalf of Editas Medicine, Inc. (the “Company”), I am pleased to offer you employment with the Company. The purpose of this letter (the “Offer Letter”) is to set forth the terms of your employment with the Company, should you accept our offer.

I am pleased to offer you the position of Senior Vice President, Chief Medical Officer at the Company, reporting to the Chief Executive Officer. Your base salary will be at the rate of $17,307.69 per biweekly pay period (equivalent to an annualized base salary of $450,000.00), subject to tax and other withholdings as required by law. Such base salary may be adjusted from time to time in accordance with normal business practice and in the sole discretion of the Company. You will be employed on a full-time basis. Your effective date of hire as an employee (the “Start Date”) will be July 18th, 2022. You shall work out of the Company’s office at One Main Street, Cambridge, MA and shall travel as required by your job duties.

Following the end of each fiscal year and subject to the approval of the Company’s Board of Directors (the “Board”), or a duly authorized committee thereof, you will be eligible for a retention and performance bonus, targeted at 40% of your annualized base salary, based on your and the Company’s performance during the applicable fiscal year as determined by the Board (or such committee) and in accordance with certain corporate goals determined by the Board (or such committee), in each case, in its sole discretion. Such bonus shall be pro-rated for any partial year and shall not be payable if your Start Date is within the last quarter of the fiscal year. You must be an active employee of the Company on the date any bonus is distributed in order to be eligible for and to earn a bonus award, as it also serves as an incentive to remain employed by the Company, provided, that the Company will award and pay any bonus for the prior calendar year no later than March 15^thof the next succeeding fiscal year.

You will receive a one-time sign on bonus of $100,000, less applicable taxes and withholdings (the “Signing Bonus”), which will be paid to you in the first regular payroll following your Start Date. If, within one (1) year after your Start Date, either (i) you voluntarily terminate your employment with the Company for any reason other than for Good Reason (as defined in the Company’s Severance Benefits Plan (as the same may be amended or restated from time to time, the “Severance Plan”) or (ii) the Company terminates your employment because it has determined in its sole discretion that you have (a) engaged in fraud, misappropriation, or

Confidential

embezzlement, (b) materially breached any Company policy or any agreement by and between you and the Company; (c) committed one or more acts constituting either a felony or any crime involving dishonesty or moral turpitude; or (d) failed to perform your duties and/or responsibilities to the Company’s satisfaction, you agree to repay the Company within thirty (30) days of your separation from employment with the Company, the entire Signing Bonus paid by the Company. You further acknowledge and agree that the Company may deduct from any amounts due to you from the Company (including without limitation any salary, bonuses, severance or separation pay, and expense reimbursements) up to the full amount of the Signing Bonus owed to the Company, subject to applicable law. If such deduction does not fully satisfy the amount of reimbursement due, or if the Company elects not to take such deduction, you agree to repay the remaining unpaid balance to the Company within thirty (30) days of your separation from employment with the Company. By signing and returning this Offer Letter, you agree to repayment of the Signing Bonus as provided for in this paragraph, and you further agree to execute any documents that may be requested by the Company to memorialize any deductions that you have authorized herein.

Subject to approval of the Board or a duly authorized committee thereof, you shall be awarded (i) a stock option having an aggregate value of $1,750,000 as calculated by the Company on the date of grant (the “Option”) and such Option will have an exercise or purchase price equal to the fair market value of the Company’s common stock on the date of grant and (ii) restricted stock units (“RSU,” together with the Option, the “Time-Based Equity Awards”) having an aggregate value of $875,000 as calculated but the Company of the date of grant. The Option will vest over four (4) years at the rate of 25% on the first anniversary of the Start Date, and an additional 2.0833% of the original number of shares at the end of each successive month following the first anniversary of the Start Date until the fourth anniversary of such date. The RSU will vest over four (4) years at the rate of 25% of the original number of RSUs on the first anniversary of the Start Date, and an additional 25% of the original number of RSUs will vest at the end of each successive anniversary date of your Start Date until the fourth anniversary of such date. The Option is being granted pursuant to Nasdaq Listing Rule 5635(c)(4) as an inducement for you to enter into employment with the Company and will be evidenced in writing by, and subject to the terms of, an inducement stock option agreement. The RSU is subject to the standard terms and conditions of the Company’s 2015 Stock Incentive Plan (as may be amended and/or restated from time to time).

In addition, subject to approval of the Board or a duly authorized committee thereof, you shall be awarded performance-based RSUs having an aggregate value of $875,000, as calculated by the Company on the date of grant (the “Performance-Based Equity,” together with the Time-Based Equity Awards, the “Equity Awards”). The Performance-Based Equity will vest upon the achievement of pre-established performance goals as determined by the Organization, Leadership and Compensation Committee (but no sooner than the first anniversary of the date of the grant), provided that you remain employed with the Company on the vesting dates. The Equity Awards will be brought to the Board of Directors (or a duly authorized committee thereof) for approval on or after the date you begin employment with the Company.

Confidential

You may participate in any benefit programs that the Company establishes and makes available to its employees from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs. Additionally, you will be eligible for paid vacation and holidays in accordance with Company policy. Please see the enclosed “2022 Benefits Overview” for detailed information on our benefits and related policies, which currently include 13 paid holidays and a flexible time-off program. The benefit programs made available by the Company, and the rules, terms and conditions for participation in such benefit plans, may be changed by the Company at any time without advance notice.

You will be required to execute a Non-Solicitation, Non-Competition, Confidentiality and Assignment Agreement in the form attached hereto as Exhibit A (the “Agreement”) and, prior to your Start Date, a Durable Automatic Sale Instruction Letter in the form attached hereto as Exhibit B. You acknowledge that your eligibility for the Signing Bonus and the Equity Awards referenced herein are contingent upon your agreement to the non-competition provisions set forth in the Agreement. You further acknowledge that such consideration was mutually agreed upon by you and the Company, is fair and reasonable, and is in exchange for your compliance with such non-competition obligations.

In making this offer, the Company understands, based on representations made by you, that you are not under any obligation to any former employer or any person or entity which would prevent, limit, or impair in any way your acceptance of this offer or employment or the performance by you of your duties as an employee of the Company. In accepting this offer you represent and warrant the foregoing to be true and correct (i) that in connection with providing services to the Company you will not use any confidential and/or proprietary information of any third party, including, without limitation, any former employer, or bring any biological or other materials to the Company and (ii) the Agreement was provided to you by the earlier of (A) the date we sent you this Offer Letter and (B) ten (10) business days before your Start Date.

You agree to provide to the Company, within three days of your hire date, documentation of your eligibility to work in the United States, as required by the Immigration Reform and Control Act of 1986. You may need to obtain a work visa in order to be eligible to work in the United States. If that is the case, your employment with the Company will be conditioned upon your obtaining a work visa in a timely manner as determined by the Company.

It is understood that you are an “at-will” employee. You are not being offered employment for a definite period of time or pursuant to an employment contract, and either you or the Company may terminate the employment relationship at any time and for any reason, with or without cause, or prior notice and without additional compensation to you.

You will be eligible to participate in the Severance Plan, a copy of which is attached hereto as Exhibit C, at the applicable level referenced in such plan. Your eligibility under the

Confidential

Severance Benefits Plan is subject to the terms and conditions thereof. For clarification purposes, under the Severance Benefits Plan, as a Senior Vice President, you are eligible to receive benefits as defined for the role of “Other C-Level Officer.”

This Offer Letter and the Agreement referenced above constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (formal or informal, whether written, oral or implied) between you and the Company. This Offer Letter may not be amended or modified except by an express written agreement signed by both you and a duly authorized officer of the Company, although your job duties, title, reporting relationship, compensation and benefits may change from time to time in the Company’s sole discretion and provided that the "at-will" nature of your employment may only be changed by a written agreement signed by you and the Company’s Chief Executive Officer, which expressly states the intention to modify the at-will nature of your employment. Nothing in this Offer Letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company, except to the extent you are eligible for post-employment benefits under the Severance Plan.

As an employee of the Company, you will be required to familiarize yourself and comply with all Company policies and procedures. Violations of the Company’s policies may lead to immediate termination of your employment. Further, the Company’s premises, including all workspaces, furniture, documents and other tangible materials, together with all information technology resources of the Company (including computers, portable devices, data and other electronic files (whether in hard copy or electronic form), and all internet and email communications) are subject to oversight and inspection by the Company at any time. Company employees shall have no expectation of privacy with regard to any Company premises, materials, resources or information.

The Company’s offer of at-will employment is contingent upon your authorization and successful completion of background and reference checks as may be requested by the Company. If requested by the Company, you will be required to execute authorizations for the Company to obtain consumer reports and/or investigative consumer reports and use them in conducting background checks as a condition to your employment. The Company may obtain background reports both pre-employment and from time to time during your employment with the Company, as necessary.

Please indicate your acceptance of this offer by signing the enclosed copy of this Offer Letter and the Agreement via the electronic signature tool, no later than June 16, 2022.

Confidential

Please know that we are truly excited at the prospect of you becoming part of the Editas team and at your leadership helping to build what we hope will be an exceptional organization, one that is both a scientific pioneer and that delivers transformative medicines to many patients. We believe that you will be a fundamental part of turning that aspiration into reality

Very truly yours,


Editas Medicine, Inc.

/s/ Sofia Triggs
Sofia Triggs
Senior Vice President, Human Resources

The foregoing correctly sets forth the terms of my employment by the Company. I am not relying on any other representation, except as set forth in this Offer Letter.


/s/ Baisong Mei
Baisong Mei, M.D., Ph.D.

14 June 2022
Date

Confidential

	11 Hurley Street
		Cambridge, MA 02141
		P 617-401-9000
		F 617-494-0985

Exhibit A

Non-Solicitation, Non-Competition, Confidentiality and Assignment Agreement

Confidential

	11 Hurley Street
		Cambridge, MA 02141
		P 617-401-9000
		F 617-494-0985

Exhibit B

Durable Automatic Sale Instruction Letter

Confidential

	11 Hurley Street
		Cambridge, MA 02141
		P 617-401-9000
		F 617-494-0985

Exhibit C

Severance Plan

Confidential

Exhibit 10.4

AMENDMENT TO RSU AGREEMENT

Reference is made to that certain Restricted Stock Unit Agreement evidencing the restricted stock unit granted effective as of March 2, 2021 to James Mullen (the “RSU Agreement”). The RSU Agreement is hereby amended as follows:

1.Section 7(b) of the RSU Agreement is amended by deleting the second and third sentence thereof such that Section 7(b) shall read in its entirety as follows:

“(b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the RSUs. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made.”

2.The RSU Agreement shall be amended by deleting Exhibit A thereto.

3.Except as specifically amended herein, the RSU Agreement is hereby ratified and confirmed and shall remain in full force and effect. Upon the effectiveness of this Amendment, each reference in the RSU Agreement to “the Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the other documents entered into in connection with the RSU Agreement, shall mean and be a reference to the RSU Agreement as amended hereby.

4.This Amendment may be executed in any number of counterparts and signatures may be delivered by facsimile, each of which may be executed by less than all parties, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment to RSU Agreement as of the date first written above.

EDITAS MEDICINE, INC.

By:_/s/ Charlene Stern__________________

Name: Charlene Stern

Title: EVP, General Counsel

/s/ James Mullen
James Mullen

Exhibit 31.1

CERTIFICATIONS

I, Gilmore O’Neill, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Editas Medicine, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 3, 2022	By:	/s/ Gilmore O’Neill
		Gilmore O’Neill Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Michelle Robertson, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Editas Medicine, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 3, 2022	By:	/s/ Michelle Robertson
		Michelle Robertson Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

CERTIFICATIONS OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of Editas Medicine, Inc. (the “Company”) for the period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company hereby certifies, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that to the best of her or his knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 3, 2022	By:	/s/ Gilmore O’Neill
		Gilmore O’Neill
		Chief Executive Officer


Date: August 3, 2022	By:	/s/ Michelle Robertson
		Michelle Robertson
		Chief Financial Officer