Delaware

001-37687

46-4097528

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

11 Hurley Street
Cambridge, Massachusetts

02141

(Address of Principal Executive Offices)

(Zip Code)

Exhibit
No.

Description

99.1

Press release issued by the Company on May 15, 2017*

*

This exhibit shall be deemed to be furnished and not filed.

EDITAS MEDICINE, INC.

Date: May 15, 2017

By:

/s/ Andrew A. F. Hack

Andrew A. F. Hack

Chief Financial Officer

Exhibit
No.

Description

99.1

Press release issued by the Company on May 15, 2017*

*

This exhibit shall be deemed to be furnished and not filed.

Exhibit 99.1

·

Established strategic alliance with Allergan plc. Allergan Pharmaceuticals International Limited (Allergan), a wholly-owned subsidiary of Allergan plc, and Editas Medicine formed a strategic alliance to research, develop, and commercialize CRISPR genome editing medicines for patients suffering from serious ocular diseases.  Under the terms of the agreement, Editas Medicine received an upfront payment of $90 million and granted Allergan an option to license up to five candidate programs.  Allergan will be responsible for development and commercialization of any optioned products, subject to Editas Medicine’s option to co-develop and co-promote up to two products in the United States, including the program for Leber Congenital Amaurosis type 10 (LCA10).  Editas Medicine is also eligible to receive more than $200 million in milestone payments per optioned product, with more than half of this value for development, approval, and launch milestones, as well as high-

single digit royalties on net sales of optioned products, subject to the co-development and co-promotion arrangement.

·

Updated timelines for LCA10 Investigational New Drug (IND) application submission.  The target date for filing the IND application for the LCA10 program is being moved to the middle of 2018 to accommodate certain delays in third-party manufacturing of our LCA10 product candidate and to take full advantage of our newly formed alliance with Allergan.

·

Successfully completed common stock offering resulting in $104 million in gross proceeds including full exercise of the underwriters’ option to purchase additional shares.

·

Strengthened Editas Medicine’s unmatched intellectual property position.  The U.S. Patent and Trademark Office (USPTO) issued a highly favorable decision in the patent interference between the University of California, the University of Vienna, Emmanuelle Charpentier and the Broad Institute, Inc. (Broad) regarding certain CRISPR/Cas9 patents the Company exclusively licenses from Broad.  The USPTO granted Broad’s Motion for No Interference in Fact, ending the interference before the USPTO and upholding Broad’s issued patents.

·

Presented six posters and oral presentations at the recent American Society of Gene & Cell Therapy (ASGCT) meeting demonstrating progress in translating the promise of CRISPR technology into a broad class of genomic medicines.

o

Demonstrated therapeutically relevant editing of photoreceptors in non-human primates in the Company’s LCA10 program.  In this study, two guide RNAs and S. aureus Cas9 expressed under the control of a photoreceptor-specific promoter were delivered in a single, subretinally-injected adeno-associated virus (AAV) at two different doses.  Gene editing was shown to be dose and time dependent.  For animals treated with the higher dose, the projected productive editing rate may be as high as 50% of alleles in photoreceptor cells, based on

directly measured editing of 15% in total genomic DNA and an estimate for the proportion of cells represented by photoreceptors.  We believe this is well above the editing rate needed to have a therapeutic effect in patients.

o

Demonstrated the induction of therapeutically relevant levels of fetal hemoglobin protein and showed that edited hematopoietic stem cells durably repopulate the bone marrow and blood in vivo in program to treat sickle cell disease and beta-thalassemia.  Also, presented data that suggests this proprietary editing approach has the potential to be more potent than other approaches that have been previously reported.

o

Released data on new proprietary technologies to potentially enable unprecedented medicines.  Showed rigorous new empirical methods for assessing specificity referred to as Uni-directional Targeted Sequencing (UDITAS™), novel compositions and methods for making covalently-coupled dual guide RNAs, the potential for self-inactivating Cas9 to control expression while maintaining efficient gene editing, and targeted insertion of DNA for efficient and specific gene correction.

·

Joined Duke-Margolis Value-Based Payment Consortium, a multi-disciplinary initiative to define and develop more feasible paths to value-based payment arrangements that support better care and outcomes for patients. One of the focuses of the initiative is in Genomic Medicine and it is led by Mark McClellan, M.D., Ph.D., Director of the Duke-Margolis Center for Health Policy. Dr. McClellan is the former Administrator of the Centers for Medicare and Medicaid Services and former Commissioner of the Food and Drug Administration.  The advisory group brings together a select team of leaders in the biopharmaceutical and medical device industries, including patient advocates, payers, manufacturers, and providers, as well as experts on regulatory affairs, law, and policy makers to address common legal and regulatory issues as well as to innovate payment models that create value for the healthcare system and for patients.

·

Bank of America Merrill Lynch 2017 Health Care Conference, May 16‑18, Las Vegas;

·

UBS Global Healthcare Conference, May 22‑24, New York City;

·

JMP Securities 2017 Life Sciences Conference, June 20‑21, New York City; and

·

Goldman Sachs Third Annual Innovation Symposium, June 27, New York City.

·

CRISPR 2017, June 8‑10, Big Sky;

·

2017 Synthetic Biology: Engineering, Evolution & Design (SEED), June 20‑23, Vancouver; and

·

Cold Spring Harbor Genome Engineering, July 21‑24, Cold Spring Harbor.

·

Collaboration and other research and development revenues were $0.7 million for the quarter ended March 31, 2017, compared to $0.8 million for the same period in 2016.  The $0.1 million decrease was due to a decrease in revenue recognized pursuant to our collaboration with Juno Therapeutics, Inc.

·

Research and development expenses were $19.0 million for the quarter ended March 31, 2017, compared to $8.9 million for the same period in 2016.  The $10.1 million increase is attributable to the issuance of $5.0 million notes payable to the Broad Institute and Wageningen University that became issuable under one of our licensing agreements during the first quarter of 2017, an increase of $2.3 million that became due to certain of our licensors in connection with receiving the Allergan upfront payment during the first quarter of 2017, a $1.4 million increase in employee related expenses, excluding stock-based compensation, a $1.1 million increase in process and platform development costs, as well as a $0.2 million increase in stock-based compensation expense.

·

General and administrative expenses were $12.3 million for the quarter ended March 31, 2017, compared to $9.8 million for the same period in 2016.  The $2.5 million increase is attributable to an increase of $1.4 million in stock-based compensation expense, an increase of $1.0 million in employee related expenses, an increase of $0.5 million in contractor consulting fees, and an increase of $0.3 million in other facility-related expenses, partially offset by a decrease of $0.7 million in external IP legal and patent-related fees, including expenses associated with the prosecution and maintenance of our patents and patent applications owned by us or licensed to us.

Editas Medicine, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

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

Three Months Ended

March 31, 

2017

2016

Collaboration and other research and development revenues

$

682

$

805

Operating expenses:

Research and development

19,021

8,882

General and administrative

12,288

9,762

Total operating expenses

31,309

18,644

Operating loss

(30,627)

(17,839)

Other income (expense), net:

Other income (expense), net

140

(30)

Interest income (expense), net

(610)

124

Total other income (expense), net

(470)

94

Net loss and comprehensive loss

$

(31,097)

$

(17,745)

Reconciliation of net loss to net loss attributable to common stockholders:

Net loss

$

(31,097)

$

(17,745)

Accretion of redeemable convertible preferred stock to redemption value

 — 

(47)

Net loss attributable to common stockholders

$

(31,097)

$

(17,792)

Net loss per share attributable to common stockholders, basic and diluted

$

(0.85)

$

(0.80)

Weighted-average common shares outstanding, basic and diluted

36,485,421

22,280,797

EDITAS MEDICINE, INC.

Selected Condensed Consolidated Balance Sheet Items

(amounts in thousands)

(unaudited)

March 31,

December 31,

2017

2016

Cash and cash equivalents

$

351,552

$

185,323

Working capital

303,499

154,100

Total assets

395,041

229,182

Deferred revenue, net of current portion

Construction financing lease obligation, net of current portion

33,929

35,096

Total stockholders’ equity

206,461

134,607