Form S-3MEF Editas Medicine, Inc.
As filed with the Securities and Exchange Commission on May 26, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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 Number) |
11 Hurley Street
Cambridge, Massachusetts 02141
(617) 401-9000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Gilmore O’Neill
President and Chief Executive Officer
Editas Medicine, Inc.
11 Hurley Street
Cambridge, Massachusetts 02141
(617) 401-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Stuart M. Falber
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-277471
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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 the 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 | x | Smaller reporting company | x | |||
| 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. ¨
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of an additional aggregate amount of securities of Editas Medicine, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 333-277471), which was originally filed on February 28, 2024, as amended by Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2, each filed on March 5, 2025, and last declared effective on March 21, 2025, are incorporated in this registration statement by reference.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
UNDERTAKING
The registrant hereby certifies to the Securities and Exchange Commission that (i) it has instructed its bank to pay the Securities and Exchange Commission the filing fee set forth in the filing fee table that is attached as an exhibit to this registration statement by wire transfer of such amount to the Securities and Exchange Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business on May 27, 2026); (ii) it will not revoke such instruction; (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee; and (iv) it will confirm receipt of such instructions by its bank during the bank’s regular business hours no later than May 27, 2026.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 this 26th day of May, 2026.
| EDITAS MEDICINE, INC. | ||
| By: | /s/ Gilmore O’Neill | |
| Gilmore O’Neill | ||
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 | May 26, 2026 | ||
| Gilmore O’Neill | (principal executive officer) | |||
| /s/ Amy Parison | Senior Vice President and Chief Financial Officer | May 26, 2026 | ||
| Amy Parison | (principal financial and accounting officer) | |||
| /s/ Jessica Hopfield | Chair of the Board | May 26, 2026 | ||
| Jessica Hopfield, Ph.D. | ||||
| /s/ Bernadette Connaughton | Director | May 26, 2026 | ||
| Bernadette Connaughton | ||||
| /s/ Andrew Hirsch | Director | May 26, 2026 | ||
| Andrew Hirsch | ||||
| /s/ Elliott Levy | Director | May 26, 2026 | ||
| Elliott Levy, M.D. | ||||
| /s/ David Scadden | Director | May 26, 2026 | ||
| David Scadden, M.D. | ||||
ATTACHMENTS / EXHIBITS