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424B5 1 tm2615433-1_424b5.htm 424B5 tm2615433-1_424b5 - none - 6.5559872s

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to the securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-277471

Subject to completion, dated May 26, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(To prospectus dated March 21, 2025)

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Shares of Common Stock
Pre-Funded Warrants to Purchase Shares of Common Stock
Common Stock Warrants to Purchase Shares of Common Stock

We are offering (i) shares of our common stock and accompanying common stock warrants to purchase shares of our common stock and, (ii) in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase shares of our common stock and accompanying common stock warrants to purchase shares of our common stock. Each share of common stock is being offered and sold together with an accompanying common stock warrant to purchase one share of common stock at a combined offering price of $ , and each pre-funded warrant is being offered and sold together with an accompanying common stock warrant to purchase one share of common stock at a combined offering price of $ , which is equal to the combined offering price per share of common stock and accompanying common stock warrant less the $0.0001 exercise price of each pre-funded warrant. Furthermore, to the extent that specified limitations described in the section “Description of Securities We Are Offering” restrict the exercise of the common stock warrants, the holder may choose, in lieu of receiving common stock upon exercise of a common stock warrant, to receive a pre-funded warrant to purchase an identical number of shares of common stock it would have received upon the exercise of its common stock warrants, except that the applicable exercise price shall instead be the exercise price less $0.0001 per share, and the resulting issued pre-funded warrant shall have an exercise price of $0.0001 per share. This prospectus supplement also relates to the offering of the shares of our common stock issuable upon the exercise of such pre-funded warrants and common stock warrants.

The shares of common stock and the pre-funded warrants, on the one hand, and the accompanying common stock warrants, on the other hand, are immediately separable and will be issued separately, but can only be purchased together in this offering. Each common stock warrant will have an exercise price per share of common stock equal to $ and will be exercisable from the date of issuance, subject to the ownership limitation described in this prospectus supplement, and will expire on the earlier of (i) the date that is 30 days following the first public announcement by us of Phase 1 clinical data for our product candidate, EDIT-401, that discloses at least three patients in the trial that each demonstrated greater than 80% reduction in LDL-cholesterol as compared to baseline with at least one (1) month of follow-up and (ii) the date that is three years after the date of issuance. Each pre-funded warrant will have an exercise price per share of common stock equal to $0.0001 and will be exercisable from the date of issuance and will expire on the date the warrant is exercised in full, subject to the ownership limitation described in this prospectus supplement.

Our common stock is listed on The Nasdaq Global Select Market under the symbol “EDIT.” The last reported sale price of our common stock on The Nasdaq Global Select Market on May 22, 2026 was $2.76 per share.

Investing in our securities involves risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement, as well as those contained in the accompanying prospectus and in the documents incorporated by reference herein.

PER SHARE OF COMMON
STOCK
AND ACCOMPANYING
COMMON STOCK WARRANT

PER PRE-FUNDED
WARRANT AND
ACCOMPANYING
COMMON STOCK WARRANT

TOTAL

Public offering price

Underwriting discounts and commissions(1)

Proceeds, before expenses, to us

(1)

See “Underwriting” beginning on page S-22 of this prospectus supplement for a description of all compensation payable to the underwriters.

We are a “smaller reporting company” under applicable Securities and Exchange Commission rules and are subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being a Smaller Reporting Company.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock, pre-funded warrants and the accompanying common stock warrants against payment on or about May , 2026.

Cantor

Wells Fargo Securities

The date of this prospectus supplement is , 2026.

	ABOUT THIS PROSPECTUS SUPPLEMENT					S-1
	FORWARD-LOOKING STATEMENTS					S-2
	PROSPECTUS SUPPLEMENT SUMMARY					S-3
	THE OFFERING					S-5
	RISK FACTORS					S-7
	USE OF PROCEEDS					S-10
	DILUTION					S-11
	DESCRIPTION OF SECURITIES WE ARE OFFERING					S-12
	MATERIAL U.S. FEDERAL TAX CONSIDERATIONS HOLDERS OF COMMON STOCK, PRE-FUNDED WARRANTS OR COMMON STOCK WARRANTS					S-15
	UNDERWRITING					S-22
	LEGAL MATTERS					S-32
	EXPERTS					S-32
	WHERE YOU CAN FIND MORE INFORMATION					S-33
	INCORPORATION BY REFERENCE					S-33

	ABOUT THIS PROSPECTUS					1
	WHERE YOU CAN FIND MORE INFORMATION					2
	INCORPORAITON BY REFERENCE					3
	FORWARD-LOOKING STATEMENTS					4
	RISK FACTORS					5
	EDITAS MEDICINE, INC.					6
	USE OF PROCEEDS					7
	DESCRIPTION OF DEBT SECURITIES					8
	DESCRIPTION OF CAPITAL STOCK					17
	DESCRIPTION OF DEPOSITARY SHARES					24
	DESCRIPTION OF SUBSCRIPTION RIGHTS					27
	DESCRIPTION OF PURCHASE CONTRACTS					28
	DESCRIPTION OF WARRANTS					29
	DESCRIPTION OF UNITS					30
	FORMS OF SECURITIES					31
	PLAN OF DISTRIBUTION					33
	LEGAL MATTERS					36
	EXPERTS					36

Combined public offering price per share and accompanying common stock warrant			$
Net tangible book value per share as of March 31, 2026	$	0.05
Increase in net tangible book value per share attributable to this offering	$
As adjusted net tangible book value per share after giving effect to this offering			$
Dilution per share to new investors in this offering			$

Name	Number of Shares of Common Stock	Number of Pre-Funded Warrants	Number of Accompanying Warrants
Cantor Fitzgerald & Co.
Wells Fargo Securities, LLC
Total

SEC Form 424B5 filed by Editas Medicine Inc.