SEC Filing | Caribou Biosciences, Inc.

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐	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: 001-40631

Caribou Biosciences, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	45-3728228
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2929 7th Street, Suite 105 Berkeley, California	94710
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 982-6030

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	CRBU	The Nasdaq Global Select Market

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

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 1, 2022, the registrant had 60,840,446 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34
PART II.	OTHER INFORMATION	35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 6.	Exhibits	36
Signatures		37

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)


	June 30,			December 31,
	2022			2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	112,146		$	240,420
Marketable securities, short-term		227,778			135,412
Accounts receivable		524			1,153
Contract assets		2,093			1,488
Other receivables		3,094			5,483
Prepaid expenses and other current assets		7,293			7,236
Total current assets		352,928			391,192
NON-CURRENT ASSETS
Investments in equity securities		7,728			7,626
Marketable securities, long-term		26,152			37,676
Property and equipment, net		8,006			4,887
Operating lease, right of use assets		25,250			—
Other assets		1,303			975
TOTAL ASSETS	$	421,367		$	442,356
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	426		$	3,990
Accrued expenses and other current liabilities		14,910			13,136
Lease liabilities		877			—
Deferred revenue ($150 and $0 from related party, respectively)		12,642			8,703
Total current liabilities		28,855			25,829
LONG-TERM LIABILITIES
Deferred revenue, net of current portion ($0 and $100 from related party, respectively)		15,626			22,032
Deferred rent and lease incentive liability		—			2,097
MSKCC success payments liability		1,432			4,080
Lease liabilities, non-current		27,090			—
Other liabilities		—			17
Deferred tax liabilities		475			476
Total liabilities		73,478			54,531
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized at June 30, 2022 and December 31, 2021; no shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		—			—
Common stock, par value $0.0001 per share, 300,000,000 shares authorized at June 30, 2022 and December 31, 2021, respectively; 60,838,370 and 60,263,158 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		6			6
Additional paid-in-capital		493,043			485,748
Accumulated other comprehensive loss		(1,581	)		(135	)
Accumulated deficit		(143,579	)		(97,794	)
Total stockholders’ equity		347,889			387,825
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	421,367		$	442,356

The accompanying notes are an integral part of these condensed consolidated financial statements.

CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Licensing and collaboration revenue	$	4,192		$	1,476		$	6,856		$	3,062
Operating expenses:
Research and development		22,579			12,327			36,503			22,491
General and administrative		10,044			5,113			19,637			9,709
Total operating expenses		32,623			17,440			56,140			32,200
Loss from operations		(28,431	)		(15,964	)		(49,284	)		(29,138	)
Other income (expense):
Change in fair value of equity securities		(16	)		—			(104	)		—
Change in fair value of the MSKCC success payments liability		1,052			—			2,648			—
Gain on extinguishment of PPP Loan		—			1,584			—			1,584
Other income, net		698			69			955			84
Total other income (expense)		1,734			1,653			3,499			1,668
Net loss		(26,697	)		(14,311	)		(45,785	)		(27,470	)
Other comprehensive loss:
Net unrealized loss on available-for-sale marketable securities, net of tax		(492	)		—			(1,446	)		—
Net comprehensive loss	$	(27,189	)	$	(14,311	)	$	(47,231	)	$	(27,470	)
Net loss per share, basic and diluted	$	(0.44	)	$	(1.39	)	$	(0.75	)	$	(2.78	)
Weighted-average common shares outstanding, basic and diluted		60,757,689			10,261,770			60,652,532			9,882,715

The accompanying notes are an integral part of these condensed consolidated financial statements.

CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(Unaudited)

(in thousands, except share amounts)




	Convertible Preferred Stock				Common Stock				Additional Paid-In		Other Comprehensive			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital		Loss			Deficit			(Deficit)
BALANCE—December 31, 2021		—	$	—		60,263,158	$	6	$	485,748	$	(135	)	$	(97,794	)	$	387,825
Issuance of common stock under employee stock plans		—		—		36,596		—		361		—			—			361
Issuance of common stock on exercise of options		—		—		389,855		—		629		—			—			629
Stock-based compensation expense		—		—		—		—		3,024		—			—			3,024
Net loss		—		—		—		—		—		—			(19,088	)		(19,088	)
Other comprehensive loss		—		—		—		—		—		(954	)		—			(954	)
BALANCE—March 31, 2022		—	$	—		60,689,609	$	6	$	489,762	$	(1,089	)	$	(116,882	)	$	371,797
Issuance of common stock on exercise of options		—		—		148,761		—		363		—			—			363
Stock-based compensation expense		—		—		—		—		2,918		—			—			2,918
Net loss		—		—		—		—		—		—			(26,697	)		(26,697	)
Other comprehensive loss		—		—		—		—		—		(492	)		—			(492	)
BALANCE—June 30, 2022		—	$	—		60,838,370	$	6	$	493,043	$	(1,581	)	$	(143,579	)	$	347,889

BALANCE—December 31, 2020		7,766,582	$	41,323		9,710,830	$	1	$	7,433	$	—		$	(30,871	)	$	(23,437	)
Issuance of Series C convertible preferred stock, net of issuance costs of $6.2 million		6,663,940		108,827		—		—		—		—			—			—
Issuance of common stock on exercise of options		—		—		584,614		—		564		—			—			564
Stock-based compensation expense		—		—		—		—		343		—			—			343
Net loss		—		—		—		—		—		—			(13,159	)		(13,159	)
BALANCE—March 31, 2021		14,430,522	$	150,150		10,295,444	$	1	$	8,340	$	—		$	(44,030	)	$	(35,689	)
Repayment of promissory note		—		—		—		—		1,150		—			—			1,150
Issuance of common stock on exercise of options		—		—		1,037,979		—		566		—			—			566
Stock-based compensation expense		—		—		—		—		593		—			—			593
Net loss		—		—		—		—		—		—			(14,311	)		(14,311	)
BALANCE—June 30, 2021		14,430,522	$	150,150		11,333,423	$	1	$	10,649	$	—		$	(58,341	)	$	(47,691	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Six Months Ended June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(45,785	)	$	(27,470	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		666			451
Loss on disposal of fixed assets		—			3
Non-cash consideration for licensing and collaboration revenue		(205	)		—
Change in fair value of equity securities		104			—
Stock-based compensation expense