Editas Medicine,Inc. (NASDAQ:EDIT) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02.Unregistered Sales of Equity Securities
On September 18, 2017, Editas Medicine, Inc. (the “Company”)issued 371,166 shares of common stock, $0.0001 par value per share, of the Company (“Common Stock”) to The Broad Institute, Inc. (“Broad”)in full payment of the $7.8 million of outstanding principal and interest under a promissory note held by Broad (the “Note”), the issuance of which was previously reported, in accordance with the rights of the Company under the Note.Previously, on August 4, 2017, the Company issued 271,347 shares of Common Stock to Broad in full payment of the $4.7 million of outstanding principal and interest under a promissory note held by Broad, the issuance of which was previously reported, and on August 14, 2017, the Company issued 108,104 shares of Common Stock to Broad in payment of $2.3 million of outstanding principal and interest under a promissory note held by Broad, the issuance of which was previously reported (such notes, collectively with the Note, the “Broad Notes”), in each case in accordance with the rights of the Company under such notes. With the issuance on September 18, 2017, the aggregate number of unregistered shares of Common Stock sold by the Company since the end of the period covered by its last periodic report exceeded 1% of the number of shares of Common Stock outstanding.
The Company issued all of the above shares of Common Stock to Broad in reliance on the exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), set forth in Section 4(a)(2) of the Securities Act relating to sales by an issuer not involving any public offering. Prior to receiving the Broad Notes,Broad represented to the Companythat it was acquiring the Broad Notes for its own account for investment purposes, that it had received from the Company and the Company’s management all of the information that it considered appropriate to evaluate whether to accept the Broad Notes, that it was capable of evaluating and understanding the risks of the investment, and that it was an accredited investor as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.