Item 1.01. Entry into a Material Definitive Agreement.






Public Offering

On January 20, 2021, Editas Medicine, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters named therein (the "Underwriters"), relating to an underwritten public offering of 3,500,000 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 offering price of the Underwritten Shares to the public is $66.00 per share, and the Underwriters have agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $62.04 per share (the "Purchase Price"). Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 525,000 shares of Common Stock (the "Option Shares" and, together with the Underwritten Shares, the "Shares") at the Purchase Price.

The Company estimates that the net proceeds from the offering will be approximately $216.9 million, or approximately $249.4 million if the Underwriters exercise in full their option to purchase Option Shares, in each case after deducting underwriting discounts and commissions and estimated offering expenses.

The Shares will be issued pursuant to an automatically effective shelf registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the "SEC") on March 12, 2018 (File No. 333-223596). A prospectus supplement relating to the offering has been filed with the SEC. The closing of the offering is expected to take place on or about January 25, 2021, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement 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 Exhibit 5.1 hereto.




 Item 8.01. Other Events.

The full text of the press release announcing the pricing of the underwritten public offering on January 20, 2021 is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit
No.                                      Description
  1.1        Underwriting Agreement, dated January 20, 2021, by and among the
           Company, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC
  5.1        Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
  23.1       Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in
           Exhibit 5.1)
  99.1       Press Release dated January 20, 2021
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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