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United States securities and exchange commission logo
June 23, 2021
Rachel Haurwitz, Ph.D.
President and Chief Executive Officer
Caribou Biosciences, Inc.
2929 7th Street, Suite 105
Berkeley, California 94710
Re: Caribou
Biosciences, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 11,
2021
CIK No. 0001619856
Dear Dr. Haurwitz:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 - Amendment No. 1
Prospectus Summary
Overview, page 1
1. Please revise your
pipeline table so that the Phase 2 and Phase 3 trials are graphically
depicted in two
different columns, or tell us the basis for your belief that you will be able
to conduct Phase 2/3
trials for all your product candidates. While we note your revised
disclosure in response
to our prior comment 1 below the pipeline table that "Phase 3 may
not be required if
Phase 2 is registrational," we believe it is overly speculative to depict
these two columns as
being part of the same clinical trial at this stage. To this point, we
note your disclosure on
page 30 that "the general approach for FDA approval of a new
Rachel Haurwitz, Ph.D.
Caribou Biosciences, Inc.
June 23, 2021
Page 2
biologic is for the sponsor to provide dispositive data from at least two
adequate and well-
controlled clinical trials of the relevant biologic in the applicable
patient population."
Strategic Agreements, page 149
2. We note your response to our prior comment 10 and re-issue the comment as
it relates to
the AbbVie Agreement. Please revise the description of the upper range of
the royalty
payments to a range within ten percentage points (for example, between
twenty and thirty
percent).
Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenues, page F-9
3. Your expanded disclosures indicate that certain of the your license
agreements have, for
accounting purposes, two performance obligations: a license and a
material right for
annual license renewal agreements. Please better describe the nature and
accounting for
these agreements, including whether the licenses granted represent a
right to use or a right
to access; the factors considered in concluding that these two
performance obligations
were individually distinct; the expected contract term with all
reasonably likely renewal
periods; and how you determined the transaction price and allocated
revenues to each
performance obligation. Clarify whether or not the annual maintenance
fees referenced
on pages F-23 and F-52 related to these agreements and if so, how. Please
reference the
technical guidance upon which you relied.
You may contact Franklin Wyman at 202-551-3660 or Jeanne Baker at
202-551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Irene Paik at 202-551-6553 with any
other questions.
Sincerely,
FirstName LastNameRachel Haurwitz, Ph.D.
Division of
Corporation Finance
Comapany NameCaribou Biosciences, Inc.
Office of Life
Sciences
June 23, 2021 Page 2
cc: Ashok Mukhey
FirstName LastName