Filed Pursuant to Rule 424(b)(7)
Registration No. 333 -216528
Prospectus Supplement No. 1 dated August 4, 2017
(To Prospectus Dated March 8, 2017)
Common Stock
The information in this prospectus supplement supplements the statements set forth under the caption “Selling Stockholders” in the prospectus. This prospectus supplement should be read in conjunction with the prospectus, which is required to be delivered with this prospectus supplement.
Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 3 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
Selling Stockholders
In March 2017, Editas Medicine, Inc. (the “Company”) issued a promissory note in an original principal amount of $4,600,000 (the “Note”) to The Broad Institute, Inc., which was convertible at the Company’s option into shares of common stock of the Company. On August 4, 2017, the Company repaid all outstanding principal and interest on the Note by issuing an aggregate of 271,347 shares of common stock to The Broad Institute, Inc.
The following table sets forth, to our knowledge, information concerning the beneficial ownership of shares of our common stock by the selling stockholders as of August 4, 2017. This information updates and supersedes the information contained under the heading “Selling Stockholders” in the prospectus dated March 8, 2017.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and includes voting or investment power with respect to shares. Unless otherwise indicated below, to our knowledge, the selling stockholders named in the table have sole voting and investment power with respect to their respective shares of common stock. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the selling stockholders named below.
Except as set forth herein and in the prospectus, the selling stockholders have not held any position or office with, and have not otherwise had a material relationship with, us or any of our subsidiaries within the past three years.
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Shares of Common Stock |
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Number of Shares |
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Shares of Common Stock to be |
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Name of Selling Stockholder |
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Number(2) |
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Percentage(3) |
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Number |
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Percentage(3) |
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The Broad Institute, Inc. |
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271,347 |
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* |
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271,347 |
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0 |
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* |
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Wageningen University |
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0 |
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* |
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0 |
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0 |
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* |
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* Less than one percent.
(1) We do not know when or in what amounts the selling stockholders may offer shares for sale. The selling stockholders might not sell any or all of the shares covered by this prospectus. Because the selling stockholders may offer all or some of the shares pursuant to this offering, and because there are currently no agreements, arrangements, or understandings with respect to the sale of any of the shares, we cannot estimate the number of the shares that will be held by the selling stockholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling stockholders.
(2) Does not include additional shares of common stock issuable upon settlement of the Initial Promissory Notes (as defined in the prospectus) because such shares may be issued at our option, subject to certain conditions, and, accordingly, the selling stockholders do not have the right to acquire beneficial ownership of such shares.
(3) Based on 41,356,099 shares of our common stock outstanding on July 31, 2017.