Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: Unregistered Sales of Equity Securities for the Three Months Ended June 30, 2021
−Removed: The following list sets forth information regarding all unregistered securities sold by us during the three months ended June 30, 2021:
−Removed: In May 2021, we granted stock options to purchase an aggregate of 356,504 shares of our common stock at a weighted-average exercise price of $5.27 to employees and directors.
−Removed: In June 2021, we granted stock options to purchase an aggregate of 540,327 shares of our common stock at a weighted-average exercise price of $5.27 to employees and directors.
−Removed: During the three-month period ended June 30, 2021, we issued an aggregate of 1,037,979 shares of our common stock to current and former employees, officers, and consultants upon their exercise of stock options, for aggregate cash consideration of approximately $0.6 million.
−Removed: The issuances of the above securities were exempt either pursuant to Rule 701 under the Securities Act, as transactions pursuant to compensatory benefit plans, or pursuant to Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving a public offering.
+Added: Unregistered Sales of Equity Securities for the Three Months Ended September 30, 2021
+Added: On July 27, 2021, we issued 26,234,654 shares of our common stock, at a par value of $0.0001 per share (“Common Stock”), upon the conversion (the “Conversion”) of all outstanding shares of our Series A, A-1, B, and C convertible preferred stock (collectively, the “Preferred Stock”).
+Added: Conversion of the Preferred Stock into shares of Common Stock occurred automatically immediately prior to the effectiveness of our Amended and Restated Certificate of Incorporation filed in connection with the closing of our IPO.
+Added: The shares of Common Stock issued in the Conversion were issued in reliance on the exemptions contained in Sections 3(a)(9) and 4(a)(2) of the Securities Act.
+Added: In July 2021, we issued an aggregate of 513,698 shares of our common stock to current and former employees and consultants upon their exercise of stock options prior to our IPO for an aggregate cash consideration of approximately $0.8 million.
+Added: These securities were issued in reliance on an exemption set forth in Rule 701 under the Securities Act, as transactions pursuant to compensatory benefit plans.
Use of Proceeds from our IPO
−Removed: On July 22, 2021, our Registration Statement on Form S-1 (File No.
−Removed: 333-257604) relating to our IPO of our common stock was declared effective by the SEC.
−Removed: On July 22, 2021, we filed a second Registration Statement on Form S-1 (File No.
−Removed: 333-258105) pursuant to Rule 462(b) of the Securities Act, which was effective immediately upon filing.
−Removed: On July 27, 2021, we closed our IPO and issued and sold 19,000,000 shares of our common stock at a price to the public of $16.00 per share, and on August 9, 2021 we issued and sold an additional 2,850,000 shares of our common stock pursuant to the underwriters’
−Removed: full exercise of their over-allotment option to purchase additional shares, at the public offering price of $16.00 per share,
−Removed: for aggregate gross proceeds of $349.6 million.
−Removed: BofA Securities, Inc., Citigroup Global Markets Inc., and SVB Leerink LLC acted as joint book-running managers for the IPO and as representatives of the underwriters.
−Removed: The net proceeds from the IPO to us, after deducting underwriting discounts and commissions and offering expenses of $28.6 million, were $321.0 million.
−Removed: No IPO expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates.
+Added: The net proceeds from our IPO, after deducting underwriting discounts and commissions and offering expenses of $28.6 million, were $321.0 million.
We are holding a significant portion of the balance of the net proceeds from our IPO in money market mutual funds.
4 unchanged sentences
(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 28, 2021)
−Removed: Leaseback Agreement, dated June 16, 2021, by and between the Registrant and Intellia Therapeutics, Inc.
−Removed: (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1/A (File No.
−Removed: 333-257604) filed with the SEC on July 19, 2021).
−Removed: Amendment No.
−Removed: 3 to the Exclusive License Agreement, dated April 16, 2021, by and among the Registrant, The Regents of the University of California, and the University of Vienna (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 33-257604) filed with the SEC on July 1, 2021).
+Added: Form of Stock Option Agreement under the 2013 Equity Incentive Plan, as amended and restated on April 3, 2019.
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
Filed herewith.
−Removed: Indicates certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10).
+Added: Furnished herewith.
+Added: Indicates management contract or compensatory plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Caribou Biosciences, Inc.
−Removed: September 2 , 2021
+Added: November 9 , 2021
/s/ Rachel E.
1 unchanged sentence
(Principal Executive Officer)
−Removed: September 2 , 2021
+Added: November 9, 2021
O’Byrne
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.