Caribou Biosciences, Inc. 10-Q

Item 1. Financial Statements. CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except share and per share amounts) March 31, 2024 December 31, 2023 ASSETS CURRENT ASSETS Cash and cash equivalents $ 49,400 $ 51,162 Marketable securities, short-term 244,588 277,665 Accounts receivable 917 148 Contract assets 971 1,425 Other receivables 1,725 2,286 Prepaid expenses and other current assets 6,913 6,155 Total current assets 304,514 338,841 NON-CURRENT ASSETS Investments in equity securities 7,753 7,753 Marketable securities, long-term 51,938 43,577 Property and equipment, net 19,167 18,270 Operating lease, right of use assets 21,659 22,182 Other assets 1,794 1,586 TOTAL ASSETS $ 406,825 $ 432,209 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 5,940 $ 3,120 Accrued expenses and other current liabilities 18,990 21,135 Operating lease liabilities, current 1,264 1,200 Deferred revenue ($ 2,487 and $ 2,487 from related party, respectively) 2,827 2,847 Total current liabilities 29,021 28,302 LONG-TERM LIABILITIES Deferred revenue, net of current portion ($ 3,108 and $ 3,730 from related party, respectively) 5,428 6,102 MSKCC success payments liability 2,636 2,939 Operating lease liabilities, non-current 25,895 25,908 Deferred tax liabilities 556 557 Total liabilities 63,536 63,808 COMMITMENTS AND CONTINGENCIES (Note 9) STOCKHOLDERS’ EQUITY Common stock, par value $ 0.0001 per share, 300,000,000 shares authorized at March 31, 2024, and December 31, 2023, respectively; 90,314,501 and 88,448,948 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively 9 8 Additional paid-in-capital 684,121 667,648 Accumulated other comprehensive (loss) income ( 322 ) 30 Accumulated deficit ( 340,519 ) ( 299,285 ) Total stockholders’ equity 343,289 368,401 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 406,825 $ 432,209 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 Table of Contents 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 March 31, 2024 2023 Licensing and collaboration revenue (including $ 622 and $ 0 , from a related party, respectively) $ 2,429 $ 3,502 Operating expenses: Research and development 33,788 25,709 General and administrative 14,643 8,909 Total operating expenses 48,431 34,618 Loss from operations ( 46,002 ) ( 31,116 ) Other income (expense): Change in fair value of equity securities — ( 15 ) Change in fair value of the MSKCC success payments liability 303 255 Other income, net 4,465 2,832 Total other income 4,768 3,072 Net loss ( 41,234 ) ( 28,044 ) Other comprehensive income (loss): Net unrealized (loss) gain on available-for-sale marketable securities, net of tax ( 352 ) 788 Net comprehensive loss $ ( 41,586 ) $ ( 27,256 ) Net loss per share, basic and diluted $ ( 0.46 ) $ ( 0.46 ) Weighted-average common shares outstanding, basic and diluted 89,302,937 61,186,514 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Table of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (in thousands, except share amounts) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount BALANCE—December 31, 2023 88,448,948 $ 8 $ 667,648 $ 30 $ ( 299,285 ) $ 368,401 Issuance of common stock upon employee stock plans 122,035 — 667 — — 667 Issuance of common stock on exercise of options 134,347 — 489 — — 489 Issuance of common stock in connection with our at-the-market equity offering program, net of offering expenses 1,594,171 1 11,329 — — 11,330 Issuance of common stock on RSU release 15,000 — — — — — Stock-based compensation expense — — 3,988 — — 3,988 Net loss — — — — ( 41,234 ) ( 41,234 ) Other comprehensive loss — — — ( 352 ) — ( 352 ) BALANCE—March 31, 2024 90,314,501 $ 9 $ 684,121 $ ( 322 ) $ ( 340,519 ) $ 343,289 BALANCE—December 31, 2022 61,029,184 $ 6 $ 499,598 $ ( 1,518 ) $ ( 197,215 ) $ 300,871 Issuance of common stock under employee stock plans 70,271 — 404 — — 404 Issuance of common stock on exercise of options 55,433 — 115 — — 115 Issuance of common stock in connection with our at-the-market equity offering program, net of offering expenses 168,635 — 1,007 — — 1,007 Stock-based compensation expense — — 3,131 — — 3,131 Net loss — — — — ( 28,044 ) ( 28,044 ) Other comprehensive income — — — 788 — 788 BALANCE—March 31, 2023 61,323,523 $ 6 $ 504,255 $ ( 730 ) $ ( 225,259 ) $ 278,272 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands) Three Months Ended March 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 41,234 ) $ ( 28,044 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 710 589 Gain on disposal of fixed assets — ( 34 ) Change in fair value of equity securities — 15 Stock-based compensation expense 3,988 3,131 Change in fair value of MSKCC success payments liability ( 303 ) ( 255 ) Acquired in-process research and development 1,500 — Accretion of discounts on investments in marketable securities, net ( 1,539 ) ( 1,494 ) Non-cash lease expense 524 515 Changes in operating assets and liabilities: Accounts receivable ( 770 ) ( 1,331 ) Contract assets 454 607 Other receivables 561 545 Prepaid expenses and other current assets ( 758 ) 1,811 Other assets ( 209 ) 62 Accounts payable 2,720 1,502 Accrued expenses and other current liabilities ( 2,204 ) ( 4,138 ) Deferred revenue, current and long-term ( 694 ) ( 1,097 ) Operating lease liabilities 51 ( 323 ) Net cash used in operating activities ( 37,203 ) ( 27,939 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of marketable securities 97,088 98,665 Purchases of marketable securities ( 71,184 ) ( 75,931 ) Purchases of property and equipment ( 1,448 ) ( 2,031 ) Payments to acquire in-process research and development ( 1,500 ) — Net cash provided by investing activities 22,956 20,703 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 489 519 Proceeds from purchases of common stock under employee stock purchase plan 667 — Proceeds from issuance of common stock related to our at-the-market equity offering program, net of offering expenses 11,329 1,123 Net cash provided by financing activities 12,485 1,642 NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 1,762 ) ( 5,594 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — BEGINNING OF PERIOD 51,208 58,384 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — END OF PERIOD $ 49,446 $ 52,790 RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH Cash and cash equivalents $ 49,400 $ 52,744 Restricted cash 46 46 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ON THE BALANCE SHEET $ 49,446 $ 52,790 SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Purchases of property and equipment included in accounts payable and accrued expenses $ 851 $ 1,714 Offering costs included in accrued expenses $ — $ 116 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents 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. (“Company” or “we”) is a clinical-stage C lustered R egularly I nterspaced S hort P alindromic R epeats (“CRISPR”) genome-editing biopharmaceutical company dedicated to developing transformative therapies for patients with devastating diseases. Our genome-editing platform, including our novel chRDNA ( C RISPR h ybrid R NA- DNA , or “chRDNA,” pronounced “chardonnay”) technology, enables more precise genome editing to develop cell therapies that are armored to improve activity against diseases. We are advancing a pipeline of allogeneic, or off-the-shelf, cell therapies from our chimeric antigen receptor (“CAR”) T (“CAR-T”) cell and CAR-natural killer (“CAR-NK”) cell platforms as readily available therapeutic treatments for patients. We incorporated in October 2011 as a Delaware corporation and are headquartered in Berkeley, California. We have 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. Our wholly owned subsidiaries hold interests in our equity investments and do not have operating activities. Liquidity We have incurred operating losses and negative cash flows from operations since our inception and we had an accumulated deficit of $ 340.5 million as of March 31, 2024. During the three months ended March 31, 2024, we incurred a net loss of $ 41.2 million and used $ 37.2 million of cash in operating activities. We expect to continue to incur substantial losses, and our ability to achieve and sustain profitability will depend on the successful development, regulatory approval, and commercialization of our product candidates and on our ability to generate sufficient revenue to support our cost structure. We may never achieve profitability and, unless and until we do, we will need to continue to raise additional capital. Our management expects that existing cash, cash equivalents, and marketable securities of $ 345.9 million as of March 31, 2024, will be sufficient to fund our current operating plan for at least the next 12 months from the date of issuance of our unaudited condensed consolidated financial statements. 2. Summary of Significant Accounting Policies There have been no changes to the significant accounting policies disclosed in Note 2 to the annual consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K (“Form 10-K”). Basis of Presentation and Principles of Consolidation Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent assets and liabilities at the date of our unaudited condensed consolidated financial statements; and the reported amounts of revenue, income, and expenses during the applicable reporting period. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, stock-based compensation expense, accrued expenses related to research and development activities, valuation of the Memorial Sloan Kettering Cancer Center (“MSKCC”) success payments liability, operating lease right-of-use assets and liabilities, and income taxes. Our management bases its estimates on historical experience and various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates. 5 Table of Contents Segments We operate and manage our business as one reportable operating segment, which is the business of developing a pipeline of allogeneic CAR-T and CAR-NK cell therapies. Our president and chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance. All long-lived assets are maintained in the United States. Concentrations of Credit Risk and Other Uncertainties Financial instruments that potentially subject us to concentration of credit risk consist of cash and cash equivalents, accounts receivable, contract assets, other receivables, and investments in marketable securities and equity securities. Substantially all of our cash and cash equivalents are deposited in accounts at four financial institutions, and our account balances exceed federally insured limits. We mitigate the risks by investing in high-grade instruments, limiting our exposure to one issuer, and we monitor the ongoing creditworthiness of the financial institutions and issuers. Licensees that represent 10% or more of our revenue and accounts receivable and contract assets were as follows: Revenue Accounts Receivable and Contract Assets Three Months Ended As of March 31, 2024 As of December 31, 2023 March 31, 2024 March 31, 2023 Licensee A 25.3 % 17.6 % 29.5 % * Licensee B 23.1 % 22.0 % 36.6 % 47.5 % Licensee C — % 45.9 % — % * Licensee D 25.6 % — % — % * Total 74.0 % 85.5 % 66.1 % 47.5 % *Less than 10% We monitor economic conditions to identify facts or circumstances that may indicate if any of our accounts receivable are not collectible or if contract assets should be impaired. No allowance for credit losses or contract asset impairment was recorded as of March 31, 2024, or December 31, 2023. Recent Accounting Pronouncements Not Yet Adopted In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU aligns the requirements in the Accounting Standards Codification (“ASC”) to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the U.S. Securities and Exchange Commission (“SEC”). The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective or June 30, 2027, if the SEC has not removed the requirements by that date. Early adoption is prohibited. We are currently evaluating the impact of the new guidance and do not expect that the adoption of ASU 2023-06 will have a material impact on our consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-09. 6 Table of Contents In March 2024, the FASB issued ASU No. 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The amendments in ASU 2024-01 improve consistent application of and simplify U.S. GAAP of Topic 718 by clarifying and amending existing guidance. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024, and for interim periods within those annual periods, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2024-01. In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements. The amendments in ASU 2024-02 clarify and simplify references to certain concept statements within U.S. GAAP. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024, with early application permitted. We are currently evaluating the impact of the adoption of ASU 2024-02. 3. Fair Value Measurements and Fair Value of Financial Instruments The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value are classified in their entireties based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires our management to make judgments and consider factors specific to the asset or liability. Our financial instruments consist of Level 1, Level 2, and Level 3 financial instruments. We generally classify our marketable securities as Level 1 or Level 2. Instruments are classified as Level 2 when observable market prices for identical securities that are traded in less active markets are used. When observable market prices for identical securities are not available, such instruments are priced using benchmark curves, benchmarking of like securities, sector groupings, matrix pricing, and valuation models. These valuation models are proprietary to the pricing providers or brokers and incorporate a number of inputs including, in approximate order of priority: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. For certain security types, additional inputs may be used, or some of the standard inputs may not be applicable. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security valuation on any given day. Changes in the ability to observe valuation inputs may result in a reclassification of levels of certain securities within the fair value hierarchy. We recognize transfers into and out of levels within the fair value hierarchy in the period in which the actual event or change in circumstances that caused the transfer occurs. No such transfers occurred during the three months ended March 31, 2024, and 2023. Level 1 financial instruments are comprised of money market fund investments and U.S. Treasury bills. Level 2 financial instruments are comprised of commercial paper, corporate debt securities, and U.S. government agency bonds. Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. Level 3 financial instruments consist of the MSKCC success payments liability. 7 Table of Contents The following table sets forth our financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurements as of March 31, 2024 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills ($ 13,904 included in cash and cash equivalents) $ 239,369 $ 239,369 $ — $ — Commercial paper ($ 23,858 included in cash and cash equivalents) 51,462 — 51,462 — U.S. government agency bonds 33,073 — 33,073 — Money market fund investments (included in cash and cash equivalents) 11,638 11,638 — — Corporate debt securities 10,384 — 10,384 — Total fair value of assets $ 345,926 $ 251,007 $ 94,919 $ — Liabilities: MSKCC success payments liability $ 2,636 $ — $ — $ 2,636 Total fair value of liabilities $ 2,636 $ — $ — $ 2,636 Fair Value Measurements as of December 31, 2023 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills ($ 23,527 included in cash and cash equivalents) $ 262,439 $ 262,439 $ — $ — Commercial paper ($ 9,759 included in cash and cash equivalents) 40,373 — 40,373 — U.S. government agency bonds 40,185 — 40,185 — Money market fund investments (included in cash and cash equivalents) 17,876 17,876 — — Corporate debt securities 11,531 — 11,531 — Total fair value of assets $ 372,404 $ 280,315 $ 92,089 $ — Liabilities: MSKCC success payments liability $ 2,939 $ — $ — $ 2,939 Total fair value of liabilities $ 2,939 $ — $ — $ 2,939 8 Table of Contents The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of March 31, 2024, and December 31, 2023 are presented in the following tables (in thousands): As of March 31, 2024 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills ($ 13,904 included in cash and cash equivalents) $ 239,568 $ 12 $ ( 211 ) $ 239,369 Commercial paper ($ 23,858 included in cash and cash equivalents) 51,491 — ( 29 ) 51,462 U.S. government agency bonds 33,159 — ( 86 ) 33,073 Money market fund investments (included in cash equivalents) 11,638 — — 11,638 Corporate debt securities 10,393 7 ( 16 ) 10,384 Total cash equivalents and marketable securities $ 346,249 $ 19 $ ( 342 ) $ 345,926 Classified as: Cash and cash equivalents $ 49,400 Marketable securities, short-term 244,588 Marketable securities, long-term 51,938 Total cash equivalents and marketable securities $ 345,926 As of December 31, 2023 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills ($ 23,527 included in cash and cash equivalents) $ 262,328 $ 331 $ ( 220 ) $ 262,439 Commercial paper ($ 9,759 included in cash and cash equivalents) 40,386 — ( 13 ) 40,373 U.S. government agency bonds 40,295 1 ( 111 ) 40,185 Money market fund investments (included in cash equivalents) 17,876 — — 17,876 Corporate debt securities 11,489 50 ( 8 ) 11,531 Total cash equivalents and marketable securities $ 372,374 $ 382 $ ( 352 ) $ 372,404 Classified as: Cash and cash equivalents $ 51,162 Marketable securities, short-term 277,665 Marketable securities, long-term 43,577 Total cash equivalents and marketable securities $ 372,404 The following table presents the fair value of available-for-sale marketable securities by contractual maturities (in thousands): March 31, 2024 Due in less than one year $ 244,588 Due in one to five years 51,938 Total $ 296,526 9 Table of Contents The following table sets forth a summary of the changes in the fair value of our Level 3 financial liability (in thousands): MSKCC Success Payments Liability Balance at December 31, 2023 $ 2,939 Change in fair value ( 303 ) Balance at March 31, 2024 $ 2,636 Our liability for the MSKCC success payments is carried at fair value and changes are recognized as expense or income as part of other income (expense) until the success payments liability is paid or expires. We recorded a $ 0.3 million and $ 0.3 million change in the fair value of the MSKCC success payments liability as a gain in other income (expense) in our unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024, and 2023, respectively. The table below summarizes key assumptions used in the valuation of the MSKCC success payments liability: As of December 31, 2023 Fair value of common stock $ 5.73 Risk-free interest rate 3.88 % Expected volatility 79 % Probability of achieving multiple of Initial Share Price (1) 5.2 % to 18.1 % Expected term (years) 3.7 to 5.2 (1) MSKCC is entitled to certain success payments if our common stock fair value increases, during a specified time period, by certain multiples of value based on a comparison of the fair market value of our common stock to $ 5.1914 per share, adjusted for any future stock splits (“Initial Share Price”). For further information regarding our agreement with MSKCC, see Note 4 to the consolidated financial statements included in our Form 10-K. The computation of expected volatility was estimated using a combination of available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption and the historical and implied volatility of our stock. The risk-free interest rate, expected volatility, and expected term assumptions depend on the time period from the initiation of our AMpLify phase 1 clinical trial for our CB-012 product candidate utilizing the know-how, biological materials, and intellectual property licensed under the Exclusive License Agreement, dated November 13, 2020, with MSKCC (“MSKCC Agreement”) until the estimated timing of marketing approval for this product candidate from the U.S. Food and Drug Administration (“FDA”). In addition, we incorporated the estimated number and timing of valuation measurement dates in the calculation of the MSKCC success payments liability. As of March 31, 2024, we did not note any significant changes to the inputs used in the MSKCC success payments liability fair value calculation, other than a change in the fair value of our common stock to $ 5.14 per share. 4. Significant Agreements Since December 31, 2023, there have been no material changes to the key terms of our significant agreements. For further information regarding our significant agreements, see Note 4 to the consolidated financial statements included in our Form 10-K. During the three months ended March 31, 2023, we recognized $ 1.6 million in revenue associated with the now-terminated Collaboration and License Agreement, dated February 9, 2021 (as amended, “AbbVie Agreement”) with AbbVie Manufacturing Management Unlimited Company (“AbbVie”). No revenue was recognized under the AbbVie Agreement during the three months ended March 31, 2024, as the AbbVie Agreement was terminated effective October 25, 10 Table of Contents 2023. As of March 31, 2024, and December 31, 2023, we had no amounts recorded in accounts receivable, contract assets, or deferred revenue in our consolidated balance sheets related to the AbbVie Agreement. Our significant agreements may include nonrefundable, upfront payments; annual license maintenance fees; sublicensing fees; obligations to reimburse for patent prosecution and maintenance fees; success payments; regulatory clinical and commercial milestones; and royalty payments. Our obligation to make such payments is contingent upon milestones being achieved, licensed products being commercialized, and the agreements remaining in effect. For the three months ended March 31, 2024, and 2023, we recorded $ 1.3 million and $ 0.4 million, respectively, as research and development expense in our unaudited condensed consolidated statements of operations and comprehensive loss related to our significant agreements. For the three months ended March 31, 2024, and 2023, we recorded $ 0.2 million and $ 0.8 million, respectively, as general and administrative expense for patent prosecution and maintenance costs in our unaudited condensed consolidated statements of operations and comprehensive loss, which includes reimbursements of patent prosecution and maintenance costs of $ 0.1 million and $ 0.4 million, respectively. As of March 31, 2024, certain license and assignment agreements included potential future payments from us for development, regulatory, and sales milestones totaling approximately $ 160.2 million. 5. Revenue Disaggregation of Revenue We disaggregate revenue by geographical market based on the location of research and development activities of our licensees and collaborators. The following table is a summary of revenue by geographic location for the three months ended March 31, 2024, and 2023 (in thousands): Three Months Ended March 31, 2024 2023 United States $ 2,269 $ 3,385 Rest of world 160 117 Total $ 2,429 $ 3,502 During the three months ended March 31, 2024, we recognized $ 1.8 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 0.6 million of revenue related to performance obligations satisfied over time. During the three months ended March 31, 2023, we recognized $ 1.9 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 1.6 million of revenue related to performance obligations satisfied over time. Contract Balances Accounts receivable relate to our right to consideration for performance obligations completed (or partially completed) for which we have an unconditional right to consideration. Our accounts receivable balances represent amounts that we billed to our licensees with invoices outstanding as of the end of a reporting period. Contract assets are rights to consideration in exchange for a license that we have granted to a licensee when the right is conditional on something other than the passage of time. Our contract asset balances represent royalties and milestone payments from our other license agreements that are unbilled as of the end of a reporting period. Contract liabilities consist of deferred revenue and relate to amounts invoiced to, or advance consideration received from, licensees that precede our satisfaction of the associated performance obligations. As of March 31, 2024, and December 31, 2023, our deferred revenue balance primarily resulted from the upfront payment received relating to our performance obligation to Pfizer Inc. (“Pfizer”). The remaining deferred revenue relates to upfront payments received under license agreements that also include nonrefundable annual license fees, which are accounted for as material rights for license renewals and are recognized at the point in time when annual license fees are paid by the licensees and the renewal periods begin. 11 Table of Contents The following table presents changes in our contract assets and liabilities during the three months ended March 31, 2024 (in thousands): Balance as of December 31, 2023 Additions Deductions Balance as of March 31, 2024 Accounts receivable $ 148 $ 2,193 $ ( 1,424 ) $ 917 Contract assets: Unbilled accounts receivable $ 1,425 $ 971 $ ( 1,425 ) $ 971 Contract liabilities: Deferred revenue, current and long-term $ 8,949 $ 675 $ ( 1,369 ) $ 8,255 Unbilled accounts receivable decreased $ 0.5 million during the three months ended March 31, 2024, primarily due to the decrease in minimum annual royalties under our license agreements. Deferred revenue decreased during the three months ended March 31, 2024, primarily due to the recognition of deferred revenue related to the satisfaction of our performance obligation to Pfizer. See Note 7 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information. During the three months ended March 31, 2024, and 2023, we recognized $ 0.7 million and $ 1.1 million of revenue, respectively, which was included in the opening contract liabilities balances at the beginning of the respective periods. Transaction Prices Allocated to Remaining Performance Obligations Remaining performance obligations represent in aggregate the amount of a transaction price that has been allocated to performance obligations not delivered as of the end of a reporting period. The value of transaction prices allocated to remaining unsatisfied performance obligations as of March 31, 2024, was approximately $ 8.3 million. We expect to recognize approximately $ 2.8 million of remaining performance obligations as revenue in the next 12 months and to recognize the remainder thereafter. Capitalized Contract Acquisition Costs and Fulfillment Costs We did not incur any expenses to obtain our existing contracts, and costs to fulfill those contracts do not generate or enhance our resources. As such, no costs to obtain or fulfill a contract have been capitalized in any period. 6. Balance Sheet Items Other receivables consisted of the following (in thousands): March 31, 2024 December 31, 2023 Patent cost reimbursements $ 1,067 $ 1,403 Accrued interest on marketable securities 658 702 Other — 181 Total $ 1,725 $ 2,286 12 Table of Contents Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2024 December 31, 2023 Prepaid contract manufacturing and clinical costs $ 4,486 $ 3,942 Prepaid insurance 581 993 Other 1,846 1,220 Total $ 6,913 $ 6,155 Property and equipment, net, consisted of the following (in thousands): March 31, 2024 December 31, 2023 Lab equipment $ 17,164 $ 15,581 Leasehold improvements 2,261 2,235 Computer equipment 906 895 Furniture and equipment 322 499 Construction in progress 8,368 8,204 Total property and equipment, gross 29,021 27,414 Less: accumulated depreciation and amortization ( 9,854 ) ( 9,144 ) Property and equipment, net $ 19,167 $ 18,270 Depreciation and amortization expenses related to property and equipment were $ 0.7 million and $ 0.6 million, for the three months ended March 31, 2024, and 2023, respectively. Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2024 December 31, 2023 Accrued employee compensation and related expenses $ 4,454 $ 9,517 Accrued research and development expenses 7,594 8,720 Accrued litigation settlement 3,900 — Accrued patent expenses 500 613 Accrued expenses related to sublicensing revenues 816 802 Credit card liability 426 377 Other 1,300 1,106 Total $ 18,990 $ 21,135 7. Related Party Transactions Since December 31, 2023, there have been no new related party transactions, except as set forth below. For further information regarding our related parties, see Note 7 to the consolidated financial statements included in our Form 10-K. Pfizer Investment During the three months ended March 31, 2024, we recognized $ 0.6 million of revenue from our Information Rights Agreement with Pfizer, dated June 29, 2023, pursuant to which we had originally allocated $ 7.5 million as a contract with a customer under ASC Topic 606. We did no t recognize any revenue from Pfizer during the three months ended March 31, 2023. As of March 31, 2024, there was approximately $ 5.6 million of related party deferred revenue ($ 2.5 million included in current liabilities and $ 3.1 million included in long-term liabilities) related to our performance obligation to Pfizer. As of December 31, 2023, there was approximately $ 6.2 million of related party deferred revenue ($ 2.5 million included in current liabilities and $ 3.7 million included in long-term liabilities) related to our performance obligation to Pfizer. 13 Table of Contents 8. Leases Operating Lease Obligations As of March 31, 2024, we had operating leases for our laboratory and office space in Berkeley, California, consisting of approximately 75,000 square feet, with remaining lease terms up to 8.3 years. Certain of our laboratory and office space lease agreements include options to extend the terms for a period of five years and also contain provisions for future rent increases. In addition to base rent, we pay our share of operating expenses and taxes. The components of lease costs, which are included in our unaudited condensed consolidated statements of operations and comprehensive loss, were as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease cost (1) $ 1,953 $ 1,884 Short-term lease cost 63 63 Total lease cost $ 2,016 $ 1,947 (1) Included $ 0.7 million and $ 0.6 million of variable lease cost related to operating expenses and taxes for the three months ended March 31, 2024, and 2023, respectively. Supplemental information related to our leases was as follows (in thousands): Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 711 $ 1,093 The following table summarizes the weighted-average remaining lease term and weighted-average discount rate for our corporate laboratory and office leases: March 31, 2024 December 31, 2023 Weighted-average remaining lease term (years) 7.1 7.4 Weighted-average discount rate 11.3 % 11.3 % The following table summarizes a maturity analysis of our operating lease liabilities showing the aggregate lease payments as of March 31, 2024 (in thousands): Remainder of 2024 (1) $ 2,774 2025 4,475 2026 5,720 2027 5,922 2028 6,122 Thereafter 15,993 Total future undiscounted lease payments 41,006 Less imputed interest ( 13,847 ) Total discounted lease payments 27,159 Less current portion of lease liability ( 1,264 ) Noncurrent portion of lease liability $ 25,895 (1) Reflects an offset of $ 0.6 million related to incentives expected to be received in 2024. 14 Table of Contents 9. Commitments and Contingencies Research, Manufacturing, and License Agreements We enter into various agreements in the ordinary course of business, such as those with contract manufacturing organizations (“CMOs”), suppliers, clinical research organizations (“CROs”), clinical trial sites, licensors, assignors, and the like. These agreements provide for termination by either party in certain circumstances, generally with less than one-year notice and are, therefore, cancellable contracts and, if cancelled, are not anticipated to have a material effect on our unaudited condensed consolidated financial condition, results of operations, or cash flows. Some of these agreements also include contingent payments that will become payable if and when certain development, regulatory, clinical, and/or commercial milestones are achieved by us. As of March 31, 2024, the satisfaction and timing of such contingent payments is uncertain and cannot be reasonably estimated. Guarantees and Indemnifications In the ordinary course of business, we enter into agreements that contain a variety of representations and warranties and provide for certain indemnifications by us. Our exposure under these agreements is unknown because claims may be made against us in the future. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. As of March 31, 2024, and December 31, 2023, we did not have any material indemnification claims that were probable or reasonably possible, and consequently, we have not recorded related liabilities. Litigation From time to time, we may become involved in litigation arising in the ordinary course of business. We record a liability for such litigation when it is probable that future losses will be incurred and if such losses can be reasonably estimated. Significant judgment by us is required to determine both probability and the estimated amount. On April 11, 2023, a putative class action lawsuit was filed in the U.S. District Court for the Northern District of California against our company and certain of our officers and current and former members of our board of directors, Bergman v. Caribou Biosciences, Inc., et al. , Case Number 4:23-cv-01742-YGR (“Bergman Case”). The Bergman complaint challenges disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged durability of CB-010’s therapeutic effect and the product candidate’s clinical and commercial prospects, in alleged violation of Sections 11 and 15 of the Securities Act of 1933, as amended (“Securities Act”) and Sections 10(b) and 20(a) of the Exchange Act. On September 18, 2023, plaintiffs filed an amended complaint adding the IPO underwriters as defendants and making substantially the same allegations as the original complaint. On November 14, 2023, we filed a motion to dismiss the amended complaint for failure to state a claim. Motion to dismiss briefing was completed on February 21, 2024. On April 22, 2024, we reached an agreement in principle with plaintiffs to settle the Bergman Case for $ 3.9 million, which is included in general and administrative expense for the three months ended March 31, 2024, in exchange for a full release of the putative class’s claims against us and all of our current and former officers, current and former members of our board of directors, the IPO underwriters, and the other named defendant. The parties are negotiating a settlement agreement, which the court must approve before settlement is final. On March 22, 2023, a putative class action lawsuit was filed in Superior Court of the State of California for the County of Alameda against our company and certain of our officers and current and former members of our board of directors, Lowry v. Caribou Biosciences, Inc., et al., Case Number T23-1084 (“Lowry Case”). The Lowry Case challenges disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged durability of CB-010’s therapeutic effect and the product candidate’s clinical and commercial prospects, in alleged violation of Sections 11 and 15 of the Securities Act. The allegations and claims in the Lowry Case are substantially similar to the Securities Act claims asserted in the Bergman Case. On April 26, 2023, we filed a motion to stay the Lowry Case during the pendency of the parallel federal court litigation in the Bergman Case, and, on July 11, 2023, our motion to stay was denied. On September 11, 2023, plaintiff filed an amended complaint making substantially the same allegations as the original complaint. On November 9, 2023, we filed a motion to dismiss the amended complaint on the grounds that our certification of incorporation mandates that Securities Act claims against us be brought in federal court. On February 28, 2024, the court granted our motion to dismiss and, on April 15, 2024, the court entered an order of dismissal. 15 Table of Contents 10. Common Stock Common stock reserved for future issuance consisted of the following: As of March 31, 2024 As of December 31, 2023 Stock options, issued and outstanding 12,094,332 9,410,404 Stock options, authorized for future issuance 6,565,993 5,952,012 Stock available under our employee stock purchase plan 2,278,809 1,516,355 Unvested restricted stock units and performance-based restricted stock units 1,180,548 205,357 22,119,682 17,084,128 Shelf Registration Statement On August 9, 2022, we filed a shelf registration statement on Form S-3 (“Shelf Registration Statement”) with the SEC. The Shelf Registration Statement allows us to sell from time to time up to $ 400.0 million of common stock, preferred stock, debt securities, warrants, rights, or units comprised of any combination of these securities, for our own account in one or more offerings (including the $ 100.0 million of common stock reserved for our at-the-market equity offering program). The SEC declared the Shelf Registration Statement effective on August 16, 2022. The terms of any offering under the Shelf Registration Statement are established at the time of such offering, as described in a prospectus supplement to the Shelf Registration Statement filed with the SEC prior to the completion of any such offering. In July and August 2023, we issued and sold a total of 22,115,384 shares of our common stock in an underwritten follow-on public offering at a price to the public of $ 6.50 per share, which included the full exercise of the underwriters’ right to purchase 2,884,615 additional shares of our common stock. The total gross proceeds from the offering were approximately $ 143.7 million ($ 134.4 million net of underwriting discounts and commissions and offering expenses). The shares were issued pursuant to the Shelf Registration Statement. At-the-market Equity Offering Program On August 9, 2022, we entered into an at-the-market Open Market Sale Agreement SM (“ATM Sales Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which, through Jefferies as sales agent, we may from time to time, sell shares of our common stock having an aggregate offering price of up to $ 100.0 million in gross proceeds under the Shelf Registration Statement. As of March 31, 2024, we have sold 1,762,806 shares of our common stock under the ATM Sales Agreement, at an average price per share of $ 7.32 for aggregate gross proceeds of $ 12.9 million ($ 12.3 million net of offering expenses). 11. Stock-Based Compensation Equity Incentive Plans In July 2021, our board of directors adopted and our stockholders approved the 2021 Equity Incentive Plan (“2021 Plan”) that became effective on July 22, 2021. As of March 31, 2024, we had 6,565,993 shares available for issuance under the 2021 Plan. 16 Table of Contents The following table summarizes stock option activity under our equity incentive plans during the three months ended March 31, 2024: Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2023 9,410,404 $ 8.03 8.0 $ 6,432 Options granted 2,913,727 6.70 Options exercised ( 134,347 ) 3.64 Options cancelled or forfeited ( 95,452 ) 11.73 Outstanding at March 31, 2024 12,094,332 $ 7.73 8.2 $ 4,031 Exercisable at March 31, 2024 4,824,205 $ 8.18 7.0 $ 3,161 Vested and expected to vest at March 31, 2024 12,094,332 $ 7.73 8.2 $ 4,031 (1) The aggregate intrinsic value is calculated as the difference between the stock option exercise price and the estimated fair value of the underlying common stock at the end of each reporting period referenced above. Grant Date Fair Value During the three months ended March 31, 2024, and 2023, we granted 2,913,727 and 2,536,340 stock options to employees with a weighted average grant date fair value of $ 4.59 and $ 4.13 , respectively. We estimated the fair value of each employee stock option award on the grant date using the Black-Scholes option-pricing model based on the following assumptions: Three Months Ended March 31, 2024 2023 Volatility 75.7 % to 75.9 % 74.9 % to 75.0 % Expected term (in years) 5.0 to 6.0 5.0 to 6.0 Risk-free interest rate 4.0 % to 4.3 % 3.5 % to 4.1 % Expected dividend yield 0.0 % 0.0 % As of March 31, 2024, there was $ 35.0 million of unrecognized stock-based compensation expense related to employee stock options that is expected to be recognized over a weighted-average period of 2.8 years. Restricted Stock Units During the three months ended March 31, 2024, we granted 995,767 restricted stock units (“RSUs”) and did not grant any performance-based RSUs (“PSUs”) under the 2021 Plan. A summary of the status of and change in unvested RSUs and PSUs as of March 31, 2024 was as follows: Number of Shares Underlying Outstanding RSUs and PSUs Weighted-Average Grant Date Fair Value per RSU and PSU Unvested, January 1, 2024 205,357 $ 8.49 Granted 995,767 6.81 Vested ( 15,000 ) 10.64 Forfeited ( 5,576 ) 8.65 Unvested, March 31, 2024 1,180,548 $ 7.04 The PSUs were granted to our executive officers and will vest contingent upon the achievement of a clinical milestone for CB-010 during a performance period ending December 31, 2024, and an executive officer’s continued 17 Table of Contents employment during the performance period. As of March 31, 2024, the achievement of this milestone was not considered probable and, therefore, no stock-based compensation was recorded. As of March 31, 2024, the total unrecognized stock-based compensation expense related to unvested RSUs was $ 7.1 million, which is expected to be recognized over the remaining weighted-average vesting period of 3.4 years. As of March 31, 2024, there was approximately $ 0.6 million of unrecognized stock-based compensation expense related to unvested PSUs. Employee Stock Purchase Plan (“ESPP”) In July 2021, our board of directors adopted and our stockholders approved the ESPP, which became effective on July 22, 2021. We have issued 329,602 shares of common stock under the ESPP as of March 31, 2024. We recorded $ 0.2 million in accrued liabilities related to contributions withheld as of March 31, 2024. Stock-Based Compensation Expense We recorded stock-based compensation expense related to employee equity-based awards grants in our unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 1,617 $ 1,310 General and administrative 2,371 1,821 Total $ 3,988 $ 3,131 The above stock-based compensation expense related to the following equity-based awards (in thousands): Three Months Ended March 31, 2024 2023 Stock options $ 3,489 $ 2,798 ESPP 72 142 RSUs 427 191 Total $ 3,988 $ 3,131 12. 401(k) Savings Plan In 2017, we established a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Tax Code”). Our 401(k) plan is available to all employees and allows participants to defer a portion of their annual compensation on a pretax basis subject to applicable laws. We also provide a 4 % match for employee contributions up to a certain limit. During the three months ended March 31, 2024, and 2023, we contributed $ 0.4 million and $ 0.3 million, respectively, to our 401(k) plan. 13. Income Taxes No income tax expense was recorded during each of the three-month periods ended March 31, 2024, and 2023 due to our operating losses. 18 Table of Contents 14. Net Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended March 31, 2024 2023 Numerator: Net loss $ ( 41,234 ) $ ( 28,044 ) Denominator: Weighted-average common shares outstanding used to compute net loss per share, basic and diluted 89,302,937 61,186,514 Net loss per share, basic and diluted $ ( 0.46 ) $ ( 0.46 ) Because we were in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods, as the inclusion of all common stock equivalents outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of March 31, 2024 As of March 31, 2023 Stock options outstanding 12,094,332 9,102,960 RSUs issued and outstanding 1,128,191 236,169 Shares committed under ESPP 108,788 149,350 13,331,311 9,488,479 15. Subsequent Events On April 22, 2024, an agreement in principle was reached with the plaintiffs in the Bergman v. Caribou Biosciences, Inc., et al. , Case Number 4:23-cv-01742-YGR (“Bergman Case”) to settle the Bergman Case for $ 3.9 million. The parties are negotiating a settlement agreement, which the court must approve before settlement is final . See Note 9 to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for additional information. 19 Table of Contents