8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 03, 2023

Editas Medicine, Inc.

(Exact Name of Registrant as Specified in its Charter)

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)

Registrant’s telephone number, including area code: (617) 401-9000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 3, 2023, Editas Medicine, Inc. (the “Company”) and Bruce E. Eaton, Ph.D., Executive Vice President, Chief Technology Officer and Chief Business Officer of the Company, agreed that Dr. Eaton will step down as Chief Technology Officer and Chief Business Officer effective January 2, 2024 (the “Separation Date”).

Pursuant to the terms of an agreement, effective as of October 6, 2023 (the “Separation Agreement”), Dr. Eaton will receive (i) his base salary for a period of 12 months following the Separation Date (the “Severance Period”), (ii) Company contributions to the cost of health care continuation under the Consolidated Omnibus Budget Reconciliation Act for the Severance Period, and (iii) the amount of any unpaid annual bonus determined by the Company’s Board of Directors (the “Board”) (or a duly authorized committee thereof) to be payable to him for the 2023 calendar year. In addition, the Separation Agreement provides that (i) the period of time for Dr. Eaton to exercise all or any stock options that are outstanding and vested as of the Separation Date will be extended to January 2, 2025 and (ii) notwithstanding Dr. Eaton's termination of service on the Separation Date, Dr. Eaton's outstanding performance stock units will remain outstanding and will become earned and become vested to the extent that the applicable performance metrics are determined by the Board or the Organization, Leadership and Compensation Committee thereof (the “Committee”) to have been achieved on or prior to March 31, 2024, provided that such achievement is certified by the Board or the Committee no later than April 30, 2024. All payments and benefits provided under the Separation Agreement are contingent upon the execution and effectiveness of, and Dr. Eaton’s continued compliance with, a release of claims agreement between him and the Company. The Separation Agreement also contains standard non-disparagement and confidentiality provisions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		EDITAS MEDICINE, INC.
Date:	October 10, 2023	By:	/s/ Gilmore O’Neill
			Gilmore O’Neill President and Chief Executive Officer

XML

Cover	Oct. 03, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 03, 2023
Entity Registrant Name	Editas Medicine, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37687
Entity Tax Identification Number	46-4097528
Entity Address, Address Line One	11 Hurley Street
Entity Address, City or Town	Cambridge,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02141
City Area Code	617
Local Phone Number	401-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	EDIT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001650664
Amendment Flag	false