Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: Unregistered Sales of Equity Securities for the Three Months Ended September 30, 2021
−Removed: 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”).
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Unregistered Sales of Equity Securities for the Three Months Ended March 31, 2022
+Added: There were no unregistered sales of equity securities during the three months ended March 31, 2022.
Use of Proceeds from our IPO
The net proceeds from our IPO, after deducting underwriting discounts and commissions and offering expenses of $28.6 million, were $321.0 million.
−Removed: We are holding a significant portion of the balance of the net proceeds from our IPO in money market mutual funds.
−Removed: There has been no material change in our planned use of the net proceeds from our IPO described in the Final Prospectus.
+Added: We are holding a significant portion of the balance of the net proceeds from our IPO in money market mutual funds, U.S.
+Added: Treasury bills, corporate debt securities and U.S.
+Added: government agency bonds.
+Added: There has been no material change in our planned use of the net proceeds from our IPO described in the final prospectus for our IPO filed on July 23, 2021 with the SEC pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended.
Amended and Restated Certificate of Incorporation of Caribou Biosciences, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 28, 2021)
+Added: (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant with the SEC on July 28, 2021)
Amended and Restated Bylaws of Caribou Biosciences, Inc.
−Removed: (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: Form of Stock Option Agreement under the 2013 Equity Incentive Plan, as amended and restated on April 3, 2019.
+Added: (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Registrant with the SEC on July 28, 2021)
+Added: Description of Common Stock (incorporated by reference to Exhibit 4.1 to the Form 10-K filed by the Registrant on March 21, 2022)
+Added: Office/Laboratory Lease between the Registrant and 7 th Street Property III General Partnership, having a commencement date of January 13, 2022 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the SEC on January 19, 2022)
+Added: Rider 1 to Office/Laboratory Lease between the Registrant and 7 th Street Property III General Partnership, effective as of the lease commencement date of January 13, 2022 (incorporated by reference to Exhibit 10.29 to the Form 10-K filed by the Registrant with the SEC on March 21, 2022)
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.
14 unchanged sentences
Furnished herewith.
−Removed: 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: November 9 , 2021
/s/ Rachel E.
1 unchanged sentence
(Principal Executive Officer)
−Removed: 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.