Editas Medicine,Inc. (NASDAQ:EDIT) Files An 8-K Entry into a Material Definitive AgreementItem 9.01. Entry into a Material Definitive Agreement.
On December5, 2017, Editas Medicine,Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley& Co. LLC (the “Underwriter”), relating to an underwritten public offering of 1,970,000 shares (the “Underwritten Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). All of the Underwritten Shares are being sold by the Company. The price at which the Underwriter has agreed to purchase the Underwritten Shares from the Company to the Underwriting Agreement is $25.38 per share (the “Purchase Price”). After estimated offering expenses, the Company expects to receive net proceeds from the offering of approximately $49.7 million. Under the terms of the Underwriting Agreement, the Company has granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 295,500 shares of Common Stock (the “Option Shares” and, together with the Underwritten Shares, the “Shares”) at the Purchase Price.
The Underwritten Shares and any Option Shares will be issued to a shelf registration statement on FormS-3 that was filed with the Securities and Exchange Commission (“SEC”) on March3, 2017 and declared effective by the SEC on March15, 2017 (File No.333-216444). A prospectus supplement relating to the offering has been filed with the SEC. The closing of the offering is expected to take place on December8, 2017, subject to customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the Shares is attached as Exhibit5.1 hereto.
Item 9.01. Other Events.
The full text of the press release announcing the proposed underwritten public offering on December5, 2017 and the full text of the press release announcing the pricing of the underwritten public offering on December6, 2017 are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.