SEC Form S-8 filed by Editas Medicine Inc.
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Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
As filed with the Securities and Exchange Commission on March 5, 2025 | ||
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Editas Medicine, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 46-4097528 | |||||||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
11 Hurley Street Cambridge, Massachusetts | 02141 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
2015 Stock Incentive Plan
(Full Title of the Plans)
Gilmore O’Neill
President and Chief Executive Officer
Editas Medicine, Inc.
11 Hurley Street
Cambridge, Massachusetts 02141
(Name and Address of Agent For Service)
(617) 401-9000
(Telephone Number, Including Area Code, of Agent For Service)
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 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 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the 2015 Stock Incentive Plan of Editas Medicine, Inc. (the “Registrant”), is being filed to register 2,923,076 additional shares of common stock, $0.0001 par value per share, of the Registrant (the “Common Stock”) under the 2015 Stock Incentive Plan pursuant to the provisions of the 2015 Stock Incentive Plan providing for an automatic increase in the number of shares reserved and available for issuance under the 2015 Stock Incentive Plan on January 1, 2025. The additional shares are the same class as other securities relating to the 2015 Stock Incentive Plan for which a registration statement on Form S-8 has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement on Form S-8 incorporates by reference the contents of the following Registration Statements on Form S-8 previously filed by the registrant with the Securities and Exchange Commission:
(9) Registration Statement on Form S-8, File No. 333-277459, filed with the Securities and Exchange Commission on February 28, 2024 by the Registrant, relating to the Registrant’s 2015 Stock Incentive Plan and Inducement Stock Option Awards (May 2023 – September 2023).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Number | Description | ||||
| 4.1(1) | |||||
| 4.2(2) | |||||
| 5.1 | |||||
| 23.1 | |||||
| 23.2 | |||||
| 24.1 | |||||
| 99.1(3) | |||||
| 107 | |||||
_____________
(1)Previously filed with the Securities and Exchange Commission on February 8, 2016 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37687) and incorporated herein by reference.
(2)Previously filed with the Securities and Exchange Commission on December 10, 2024 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37687) and incorporated herein by reference.
(3)Previously filed with the Securities and Exchange Commission on January 4, 2016 as Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-208856) and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on March 5, 2025.
| EDITAS MEDICINE, INC. | |||||||||||
| By: | /s/ Gilmore O’Neill | ||||||||||
| Gilmore O’Neill | |||||||||||
| President and Chief Executive Officer | |||||||||||
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Editas Medicine, Inc., hereby severally constitute and appoint Gilmore O’Neill, Erick Lucera and Damien Grierson and each of them singly, our true and lawful attorneys with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Editas Medicine, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | |||||||||
| /s/ Gilmore O’Neill | President, Chief Executive Officer and Director (principal executive officer) | March 5, 2025 | |||||||||
| Gilmore O’Neill | |||||||||||
| /s/ Erick Lucera | Chief Financial Officer (principal financial and accounting officer) | March 5, 2025 | |||||||||
| Erick Lucera | |||||||||||
| /s/ Jessica Hopfield | Chair of the Board of Directors | March 5, 2025 | |||||||||
| Jessica Hopfield, Ph.D. | |||||||||||
| /s/ Bernadette Connaughton | Director | March 5, 2025 | |||||||||
| Bernadette Connaughton | |||||||||||
| /s/ Andrew Hirsch | Director | March 5, 2025 | |||||||||
| Andrew Hirsch | |||||||||||
| /s/ Elliott Levy | Director | March 5, 2025 | |||||||||
| Elliott Levy | |||||||||||
| /s/ David Scadden | Director | March 5, 2025 | |||||||||
| David Scadden, M.D. | |||||||||||