UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 31, 2021, the registrant had
Table of Contents
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PART I. |
1 |
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Item 1. |
1 |
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1 |
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Condensed Consolidated Statements of Operations and Comprehensive Loss |
2 |
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Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) |
3 |
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4 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
5 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
24 |
Item 3. |
38 |
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Item 4. |
38 |
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PART II. |
39 |
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Item 1. |
39 |
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Item 1A. |
39 |
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Item 2. |
39 |
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Item 6. |
40 |
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41 |
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i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share amounts)
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June 30, |
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December 31, |
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2021 |
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2020 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable |
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Contract assets ($ |
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Other receivables |
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Prepaid expenses and other current assets |
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Total current assets |
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INVESTMENTS IN EQUITY SECURITIES |
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PROPERTY AND EQUIPMENT—NET |
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OTHER ASSETS |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT |
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CURRENT LIABILITIES: |
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Accounts payable ($ |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Promissory note — PPP Loan |
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Deferred revenue |
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Total current liabilities |
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LONG-TERM LIABILITIES |
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Deferred revenue, net of current portion ($ |
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Deferred rent and lease incentive liability |
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Promissory note — PPP Loan, net of current portion |
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Success payments liability |
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Other liabilities |
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Deferred tax liabilities |
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Total liabilities |
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(Note 9) |
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CONVERTIBLE PREFERRED STOCK, par value $ |
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STOCKHOLDERS’ DEFICIT |
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Common stock, par value $ |
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Additional paid-in-capital |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ deficit |
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( |
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( |
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TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands, except share and per share amounts)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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Licensing and collaboration revenue ($ |
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$ |
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$ |
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$ |
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$ |
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Operating expenses: |
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Research and development |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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Other income (expense): |
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Interest income |
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Interest expense |
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( |
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( |
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( |
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( |
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Change in fair value of equity securities |
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- |
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- |
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- |
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( |
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Gain on extinguishment of PPP Loan |
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- |
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- |
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Other income |
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Total other income (expense) |
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Net loss before provision for income taxes |
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( |
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( |
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( |
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( |
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Benefit from income taxes |
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- |
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( |
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- |
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( |
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Net loss and comprehensive loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss per share, basic and diluted |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted-average common shares outstanding, basic and diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit
(Unaudited)
(in thousands, except share amounts)
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Retained |
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Total |
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Additional |
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Earnings |
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Stockholders’ |
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Convertible Preferred Stock |
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Common Stock |
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Paid-In |
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(Accumulated |
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Equity |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit) |
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(Deficit) |
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BALANCE—December 31, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Issuance of Series C convertible preferred stock, net of issuance costs of $ |
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- |
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- |
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- |
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- |
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- |
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Issuance of common stock on exercise of options |
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- |
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- |
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- |
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- |
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Stock-based compensation expense |
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- |
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- |
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- |
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- |
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- |
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Net loss and comprehensive loss |
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- |
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- |
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- |
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- |
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- |
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( |
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( |
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BALANCE—March 31, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Stock-based compensation expense |
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- |
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- |
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- |
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- |
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- |
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Repayment of loan issued by stockholder |
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- |
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- |
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- |
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- |
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- |
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Issuance of common stock on exercise of options |
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- |
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- |
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- |
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- |
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Net loss and comprehensive loss |
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- |
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- |
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- |
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- |
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- |
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( |
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( |
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BALANCE—June 30, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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BALANCE—December 31, 2019 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation expense |
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- |
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- |
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- |
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- |
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- |
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Net loss and comprehensive loss |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
BALANCE—March 31, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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Stock-based compensation expense |
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- |
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- |
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- |
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- |
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- |
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Issuance of restricted stock awards |
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- |
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- |
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- |
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- |
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- |
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- |
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Issuance of common stock on exercise of options |
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- |
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- |
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- |
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- |
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Net loss and comprehensive loss |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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BALANCE—June 30, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
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Six Months Ended June 30, |
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2021 |
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2020 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Loss on disposal of fixed assets |
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Change in fair value of equity securities |
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Non-cash consideration for licensing and collaboration revenue |
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( |
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Stock-based compensation expense |
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Change in fair value of success payments liability |
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Acquired in-process research and development |
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Extinguishment of PPP Loan |
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( |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
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Contract assets |
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Other receivables |
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( |
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Prepaid expenses and other current assets |
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( |
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Other assets |
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( |
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( |
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Accounts payable |
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Accrued expenses and other current liabilities |
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( |
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Deferred revenue, current and long-term |
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( |
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Deferred rent and lease incentive liability |
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Other liabilities |
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( |
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( |
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Deferred tax liabilities |
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( |
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Net cash provided by (used in) operating activities |
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( |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Proceeds from sale of equity securities |
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Purchases of property and equipment |
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( |
) |
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( |
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Payments to acquire in-process research & development |
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( |
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Net cash provided by (used in) investing activities |
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( |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Issuance of Series C convertible preferred stock |
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- |
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Proceeds from common stock options exercised |
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Repayment of promissory note |
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- |
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Principal payments for capital lease |
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( |
) |
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( |
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Proceeds from PPP Loan |
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Payment of deferred issuance costs |
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( |
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- |
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Net cash provided by financing activities |
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NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH |
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( |
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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — BEGINNING OF PERIOD |
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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — END OF PERIOD |
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$ |
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$ |
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RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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- |
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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ON THE BALANCE SHEET |
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$ |
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$ |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Cash paid for income taxes |
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$ |
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$ |
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SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |
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Purchases of property and equipment accrued |
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$ |
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$ |
- |
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Deferred issuance costs related to initial public offering accrued |
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$ |
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$ |
- |
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Acquired in-process research and development accrued |
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$ |
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$ |
- |
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Extinguishment of PPP Loan |
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$ |
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$ |
- |
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Non-cash consideration in exchange for licensing and collaboration revenue |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Description of the Business, Organization, and Liquidity
Business and Organization
Caribou Biosciences, Inc. (the “Company” or “we”) is a clinical-stage CRISPR genome-editing biotechnology company. We are developing an internal pipeline of off-the-shelf chimeric antigen receptor (“CAR”) T cell (“CAR-T”) and CAR-natural killer cell (“CAR-NK”) therapies. The Company was incorporated in October 2011 as a Delaware corporation and is headquartered in Berkeley, California. The Company has four wholly-owned subsidiaries: Antler Holdco, LLC, incorporated in Delaware in April 2019; Microbe Holdco, LLC, incorporated in Delaware in June 2020; Arboreal Holdco, LLC, incorporated in Delaware in November 2020; and Biloba Holdco, LLC, incorporated in Delaware in April 2021. Another subsidiary, Caribou Therapeutics Holdco, LLC, was incorporated in Delaware in July 2014 and dissolved in December 2020. The Company’s wholly-owned subsidiaries hold interests in our equity investments and do not have operating activities.
Initial Public Offering
On July 22, 2021, the Company’s registration statement on Form S-1 (File No. 333-257604) relating to our initial public offering (“IPO”) of common stock became effective. The IPO closed on July 27, 2021, at which time we issued