UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On May 15, 2020, Editas Medicine, Inc. (the "Company") entered into a Common Stock Sales Agreement (the "Sales Agreement") with Cowen and Company, LLC, as agent ("Cowen"), pursuant to which the Company may issue and sell shares of its common stock, $0.0001 par value per share, having an aggregate offering price of up to $150,000,000 (the "Shares"), from time to time through Cowen (the "Offering"). Also, on May 15, 2020, the Company is filing a prospectus supplement with the Securities and Exchange Commission in connection with the Offering (the "Prospectus Supplement") under its existing automatic shelf registration statement, which became effective on March 12, 2018 (File No. 333-223596), and the base prospectus contained therein.
Upon delivery of a placement notice, and subject to the terms and conditions of the Sales Agreement, Cowen may sell the Shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but it has no obligation to sell any of the Shares in the Offering.
The Company or Cowen may suspend or terminate the Offering upon notice to the other party and subject to other conditions. Cowen will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Global Select Market.
The Company has agreed to pay Cowen commissions for its services in acting as agent in the sale of the Shares in the amount of up to 3.0% of gross proceeds from the sale of the Shares pursuant to the Sales Agreement. The Company has also agreed to provide Cowen with customary indemnification and contribution rights.
A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The Shares are registered pursuant to an effective shelf Registration Statement on Form S-3 (File No. 333-223596) and the base prospectus contained therein, and offerings for the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
| Description |
1.1 |
| Common Stock Sales Agreement, dated as of May 15, 2020, by and between the Company and Cowen |
5.1 |
| |
23.1 |
| Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EDITAS MEDICINE, INC. | |||
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Date: | May 15, 2020 | By: | /s/ Michelle Robertson | |
Michelle Robertson | ||||