What changed in this filing

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Item 9A. Controls and Procedures

2025-03-10 compared with 2024-03-11 · 342 added, 280 removed, 1066 unchanged (37% of the section changed)

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a

process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its 2013 Internal Control - Integrated Framework.

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Other Information.

(a) Not applicable.

(b) During the quarter ended December 31, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

(a) Retirement of Chief Scientific Officer

On March 5, 2025, Steven B.

Kanner, Ph.D., our chief scientific officer, informed us that he will retire from his position effective June 30, 2025.

Kanner intend to enter into an arrangement whereby Dr.

Kanner would serve as an advisor to us on research and development initiatives for a period of time after his retirement date.

We do not plan on hiring a new chief scientific officer at this time, and the research functions will report to certain members of our existing executive leadership team.

(b) Rule 10b5-1 Trading Arrangements

During the quarter ended December 31, 2024, no director or Section 16 officer adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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Certain information required by Part III is incorporated by reference herein to our definitive proxy statement for our 2025 Annual Meeting of Stockholders (“2025 Proxy Statement”) pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (“Exchange Act”), which we intend to file not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Directors, Executive Officers, and Corporate Governance.

The information required by this item of Form 10-K will be included under the caption “Board of Directors and Corporate Governance” and subsections thereof, including “—Nominees for Election as Class III Directors,” “—Directors Continuing in Office,” “—Family Relationships,” “—Classified Board of Directors,” and “—Board Committees—Audit Committee,” and under the caption “Executive Officers” in our 2024 Proxy Statement and is incorporated by reference herein.

We have adopted a written Code of Business Conduct, Scientific and Data Integrity, and Ethics (“Code of Conduct”) that applies to all of our employees, consultants, contractors, and directors.

The information required by this item of Form 10-K will be included under the caption “Board of Directors and Corporate Governance” and subsections thereof, including “—Nominees for Election as Class I Directors,” “—Directors Continuing in Office,” “—Family Relationships,” “—Classified Board of Directors,” and “—Board Committees—Audit Committee” in our 2025 Proxy Statement and is incorporated by reference herein.

Information about our executive officers is contained in the “Information about our Executive Officers” section in Part I, Item 4A of this Annual Report on Form 10-K.

We have adopted a written Code of Business Conduct, Scientific and Data Integrity, and Ethics (“Code of Conduct”) that applies to all of our employees, consultants, and directors.

A current copy of the Code of Conduct is available on the Corporate Governance section of our website, https://investor.cariboubio.com.

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510-982-6030.

We have adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities by all of our employees, consultants, contractors, officers, and directors, as well as by our company.

The insider trading policy is designed to promote compliance with insider trading laws.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation.

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2 - Ratification of Selection of Independent Registered Public Accounting Firm” in our 2025 Proxy Statement and is incorporated by reference herein.

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Exhibits, Financial Statement Schedules.

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333-257604) (the “Form S-1”)

Amendment No.

1 to the Exclusive License Agreement, dated February 21, 2025 , by and between the Registrant and Memorial Sloan Kettering Cancer Center

Sale and Assignment Agreement, dated January 31, 2020, by and between the Registrant and ProMab Biotechnologies, Inc.

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(incorporated by reference to Exhibit 10.4 of the Form S-1)

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Amendment No.

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1 to the Exclusive License Agreement, dated April 16, 2013, by and among the Registrant, The Regents of the University of California, and the University of Vienna (incorporated by reference to Exhibit 10.22 of the Form S-1)

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Amendment No.

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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 of the Form S-1)

Amendment No.

4 to the Exclusive License Agreement, dated February 14, 2025 , by and among the Registrant, The Regents of the University of California, and the University of Vienna

Memorandum of Understanding, dated March 14, 2019, by and among the Registrant, the University of Vienna, and the Regents of the University of California (incorporated by reference to Exhibit 10.25 of the Form S-1)

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Haurwitz, Ph.D.

(incorporated by reference to Exhibit 10.

34 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.

(incorporated by reference to Exhibit 10.3 2 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 202 3 (File No.

001-40631), filed with the SEC on March 11 , 202 4 )

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Haurwitz, Ph.D.

Officer Employment Agreement by and between the Registrant and Jason V.

O’Byrne, dated July 27, 2021 (incorporated by reference to Exhibit 10.4 of the Form 8-K (File No.

001-40631) filed by the Registrant on July 28, 2021)

Offer Letter between the Registrant and Jason V.

O'Byrne, dated January 5, 2021 (incorporated by reference to Exhibit 10.33 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

001-40631) , filed with the SEC on March 21, 2022)

Compensation Letter, dated February 11, 2022, from the Registrant to Jason V.

O’Byrne (incorporated by reference to Exhibit 10.34 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

001-40631) , filed with the SEC on March 21, 2022)

Compensation Letter, dated February 16, 2023, from the Registrant to Jason V.

O’Byrne (incorporated by reference to Exhibit 10.

38 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.

001-40631), filed with the SEC on March 9, 2023)

Compensation Letter, dated February 20, 2024, from the Registrant to Jason V.

10.35+ Officer Employment Agreement by and between the Registrant and Barbara G.

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McClung, J.D.

(incorporated by reference to Exhibit 10.

41 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.

(incorporated by reference to Exhibit 10.41 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 202 3 (File No.

001-40631), filed with the SEC on March 11 , 202 4 )

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001-40631) filed by the Registrant on July 28, 2021)

Amendment to the Officer Employment Agreement, dated July 27, 2021, by and between the Registrant and Steven B.

Kanner, Ph.D.

(incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 (File No.

001-40631), filed with the SEC on August 6, 2024)

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Compensation Letter, dated February 16, 2023, from the Registrant to Steven B.

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Kanner, Ph.D.

(incorporated by reference to Exhibit 10.

44 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.

(incorporated by reference to Exhibit 10.4 5 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No.

001-40631), filed with the SEC on March 11, 2024)

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001-40631) , filed with the SEC on March 21, 2022)

Compensation Letter, dated February 11, 2022, from the Registrant to Ruhi Khan (incorporated by reference to Exhibit 10.4 6 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 202 2 (File No.

001-40631), filed with the SEC on March 9 , 202 3 )

Compensation Letter, dated February 16, 2023, from the Registrant to Ruhi Khan (incorporated by reference to Exhibit 10.

47 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.

001-40631), filed with the SEC on March 9, 2023)

Compensation Letter, dated February 20, 2024, from the Registrant to Ruhi Khan

Offer Letter, dated October 29, 2021, between the Registrant and Syed Rizvi, M.D.

(incorporated by reference to Exhibit 10.41 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

001-40631) , filed with the SEC on March 21, 2022)

Officer Employment Agreement by and between the Registrant and Syed Rizvi, M.D., dated January 18, 2022 (incorporated by reference to Exhibit 10.42 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.

Offer Letter, dated November 22, 2023, between the Registrant and Tim Kelly (incorporated by reference to Exhibit 10.5 4 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No.

001-40631), filed with the SEC on March 11, 2024)

Compensation Letter, dated February 16, 2023, from the Registrant to Syed Rizvi, M.D.

(incorporated by reference to Exhibit 10.

50 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No.

Officer Employment Agreement by and between the Registrant and Tim Kelly, dated January 1, 2024 (incorporated by reference to Exhibit 10.55 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No.

001-40631), filed with the SEC on March 11, 2024)

Separation Letter, dated December 19, 2023, between the Registrant and Syed Rizvi, M.D.

Offer Letter, dated November 22 , 2023 , between the Registrant and T im Kelly

Officer Employment Agreement by and between the Registrant and Tim Kelly , dated Januar y 1 , 2024

Compensation Letter, dated February 17, 2025, from the Registrant to Tim Kelly

Offer Letter between the Registrant and Tina Albertson, M.D., Ph.D., dated May 30, 2024 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2024 (File No.

001-40631), filed with the SEC on November 6, 2024)

Officer Employment Agreement by and between the Registrant and Tina Albertson, M.D., Ph.D., dated August 12, 2024 (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2024 (File No.

001-40631), filed with the SEC on November 6, 2024)

Offer Letter between the Registrant and Sriram Ryali, dated December 9, 2024

Officer Employment Agreement by and between the Registrant and Sriram Ryali, dated January 2, 2025

10.52+ 2013 Equity Incentive Plan (as originally adopted) (incorporated by reference to Exhibit 99.1 of the Form S-8 filed by the Registrant on July 26, 2021 (File No.:

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333-258173) , filed with the SEC on March 21, 2022)

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Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.52 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.:

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(incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the SEC on July 6, 2023)

10.72 Voting Agreement, dated June 29.

2023, by and between the Registrant and Pfizer, Inc.

(incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant with the SEC on July 6, 2023)

Insider Trading Policy

21.1* List of Subsidiaries of the Registrant

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

C lawback Policy

97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No.

001-40631), filed with the SEC on March 11, 2024)

101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

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† Indicates certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10)

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# This certification is being furnished solely to accompany this Annual Report on Form 10-K pursuant to 18 U.S.C.

Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K (this “Report”) to be signed on its behalf by the undersigned, thereunto duly authorized .

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March 10, 2025

O’Byrne Chief Financial Officer ( Principal Financial Officer & Principal Accounting Officer )

/s/ Sriram Ryali

Chief Financial Officer ( Principal Financial Officer & Principal Accounting Officer )

March 10, 2025

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/s/ Ran Zheng Director March 10, 2025

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Notes to Consolidated Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have served as the Company's auditor since 2016.

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CARIBOU BIOSCIENCES, INC.

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Operating lease liabilities, current

Deferred revenue ($ 2,487 and $ 150 from related party, respectively)

Deferred revenue ($ 2,487 from related party as of December 31, 2024, and December 31, 2023)

Total current liabilities 30,651 28,302

LONG-TERM LIABILITIES

Deferred revenue, net of current portion ($ 3,730 and $ 0 from related party, respectively)

Deferred revenue, net of current portion ($ 1,243 and $ 3,730 from related party as of December 31, 2024, and December 31, 2023, respectively)

MSKCC success payments liability 785 2,939

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STOCKHOLDERS’ EQUITY

Common stock, par value $ 0.0001 per share, 300,000,000 shares authorized at December 31, 2023 and 2022, respectively;

88,448,948 and 61,029,184 shares issued and outstanding at December 31, 2023 and 2022, respectively

Common stock, par value $ 0.0001 per share, 300,000,000 shares authorized at December 31, 2024, and December 31, 2023;

92,378,577 and 88,448,948 shares issued and outstanding at December 31, 2024, and December 31, 2023, respectively

Additional paid-in-capital 701,077 667,648

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income 255 30

Accumulated deficit ( 448,390 ) ( 299,285 )

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

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CARIBOU BIOSCIENCES, INC.

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Years Ended December 31,

Licensing and collaboration revenue (including $ 2,393 and $ 0 , from related parties)

Licensing and collaboration revenue (including $ 4,110 and $ 2,393 for years ended December 31, 2024, and December 31, 2023, respectively, from related parties)

$ 9,994 $ 34,477

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Other income (expense)

Change in fair value of equity securities ( 6 ) ( 133 )

Change in fair value of the MSKCC success payments liability 2,154 ( 1,288 )

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Total other income 17,502 14,182

Net loss before provision for income taxes ( 101,877 ) ( 99,351 )

Provision for income taxes 193 70

Net loss before (benefit from) provision for income taxes ( 149,114 ) ( 101,877 )

(Benefit from) provision for income taxes ( 9 ) 193

Net loss ( 149,105 ) ( 102,070 )

Other comprehensive income (loss):

Net unrealized gain (loss) on available-for-sale marketable securities

1,548 ( 1,383 )

Other comprehensive income

Net unrealized gain on available-for-sale marketable securities, net of tax 225 1,548

Net comprehensive loss $ ( 148,880 ) $ ( 100,522 )

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

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CARIBOU BIOSCIENCES, INC.

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BALANCE—December 31, 2022 61,029,184 $ 6 $ 499,598 $ ( 1,518 ) $ ( 197,215 ) $ 300,871

Issuance of common stock upon employee stock plans 69,113 — 638 — — 638

Issuance of common stock on exercise of options 696,913 — 1,497 — — 1,497

Issuances of common stock under ESPP

138,454 — 787 — — 787

Issuances of common stock on exercises of options

228,264 — 793 — — 793

Issuances of common stock upon vesting of RSUs

78,596 — — — — —

Issuances of common stock in connection with follow-on public offering, net of offering expenses

22,115,384 2 134,423 — — 134,425

Issuances of common stock in connection with ATM offering, net of offering expenses

168,635 — 1,007 — — 1,007

Issuances of common stock pursuant to a private placement with Pfizer

4,690,431 — 17,290 — — 17,290

Stock-based compensation expense — — 13,750 — — 13,750

Other comprehensive loss — — — ( 1,383 ) — ( 1,383 )

Other comprehensive income — — — 1,548 — 1,548

Net loss — — — — ( 102,070 ) ( 102,070 )

BALANCE—December 31, 2023 88,448,948 $ 8 $ 667,648 $ 30 $ ( 299,285 ) $ 368,401

Issuance of common stock under employee stock plans 138,454 — 787 — — 787

Issuance of common stock on exercise of options 228,264 — 793 — — 793

Issuance of common stock on RSU release 78,596 — — — — —

Issuance of common stock in connection with public follow-on offering, net of offering expenses

Issuances of common stock under ESPP

261,178 — 914 — — 914

Issuance of common stock in connection with at-the-market offering, net of offering expenses 168,635 — 1,007 — — 1,007

Issuance of common stock pursuant to a private placement with Pfizer 4,690,431 — 17,290 — — 17,290

Issuances of common stock on exercises of options

182,217 — 618 — — 618

Issuances of common stock upon vesting of RSUs

66,173 — — — — —

Issuances of common stock in connection with ATM offering, net of offering expenses

3,420,061 1 15,191 — — 15,192

Stock-based compensation expense — — 16,706 — — 16,706

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

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CARIBOU BIOSCIENCES, INC.

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Operating lease liabilities ( 621 ) ( 637 )

Other liabilities — ( 15 )

Deferred tax liabilities ( 10 ) 177

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Purchases of property and equipment ( 4,880 ) ( 11,613 )

Proceeds from sale of property and equipment 13 —

Payments to acquire in-process research and development ( 1,625 ) —

Net cash used in investing activities ( 68,183 ) ( 93,249 )

Net cash provided by (used in) investing activities 86,607 ( 68,183 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from public follow-on public offering, net of offering expenses

Proceeds from issuance of common stock in a private placement with Pfizer 17,290 —

Proceeds from exercise of stock options and purchases of common stock under employee stock purchase plan 1,578 2,133

Proceeds from issuance of common stock related to at-the-market offering, net of offering expenses 1,007 —

Proceeds from follow-on public offering, net of offering expenses

Proceeds from issuances of common stock in a private placement with Pfizer

Proceeds from exercise of stock options

Proceeds from issuances of common stock under ESPP

Proceeds from issuances of common stock related to ATM, net of offering expenses

Net cash provided by financing activities 16,724 154,298

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Purchases of property and equipment included in accounts payable and accrued expenses $ 754 $ 692

Right-of-use-assets obtained in exchange for new operating lease liabilities $ — $ 26,249

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

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CARIBOU BIOSCIENCES, INC.

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(“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 antitumor activity.

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.

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 of allogeneic cell therapies.

Our allogeneic chimeric antigen receptor (“CAR”) -T (“CAR-T”) cell therapy candidates are manufactured in advance with cells from healthy donors, thus enabling broad patient access, rapid patient treatment, and increased manufacturing scale.

We use our chRDNA technologies to armor our cell therapies through multiple genome-editing strategies, such as checkpoint disruption, immune cloaking, or a combination of these two strategies, to enhance activity against devastating diseases.

We are advancing our pipeline of allogeneic CAR-T cell therapies through four clinical development programs targeting the treatment of hematologic malignancies and autoimmune diseases.

We incorporated in October 2011 as a Delaware corporation and are headquartered in Berkeley, California.

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During the year ended December 31, 2024, we incurred a net loss of $ 149.1 million and used $ 138.2 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 generation of sufficient revenue to support our cost structure.

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 $ 372.4 million as of December 31, 2023, will be sufficient to fund our current operating plan for at least the next 12 months from the date of issuance of our consolidated financial statements.

In July and August of 2023, we issued and sold a total of 22,115,384 shares of our common stock in an underwritten follow-on public offering for total net proceeds of approximately $ 134.4 million, which included the full exercise of the underwriters’ right to purchase 2,884,615 additional shares of our common stock.

During the year ended December 31, 2023, we sold 168,635 shares of our common stock under the Open Market Sale Agreement SM (“ATM Sales Agreement”) with Jefferies LLC (“Jefferies”), at an average price per share of $ 7.32 for aggregate gross proceeds of $ 1.2 million ($ 1.0 million net of offering expenses).

In February 2024, we sold 1,594,171 shares of our common stock under the ATM Sales Agreement, at an average price per share of $ 7.33 for aggregate gross proceeds of $ 11.7 million ($ 11.3 million, net of offering expenses).

Our management expects that existing cash, cash equivalents, and marketable securities of $ 249.4 million as of December 31, 2024, will be sufficient to fund our current operating plan for at least the next 12 months from the date the consolidated financial statements included in this Annual Report on Form 10-K are issued.

Summary of Significant Accounting Policies

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The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

GAAP”) and include our and the accounts of our wholly owned subsidiaries.

GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries.

All intercompany accounts and transactions are eliminated in consolidation.

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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 on 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.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, stock-based compensation expense, accrued research and development expenses, valuation of the Memorial Sloan Kettering Cancer Center (“MSKCC”) success payments liability, 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.

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.

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Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The CODM is our president and chief executive officer.

We view our operations as, and manage our business in, one operating segment, which is the business of developing allogeneic CAR-T cell therapies (see Note 15, “Segment Information”).

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 three 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.

Substantially all 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 these financial institutions and issuers.

Licensees that represent 10% or more of our revenue and accounts receivable and contract assets were as follows:

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Licensee A 26.6 % * 49.3 % 47.5 %

71.9 % 57.4 % * 36.6 %

Total 67.7 % 71.9 % 49.3 % 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 the contract assets should be impaired.

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 December 31, 2024, or 2023.

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If a license to intellectual property controlled by us is determined to be distinct from the other performance obligations identified in the agreement, we recognize revenues allocated to the license at the point in time when the license is transferred to the licensee and the licensee is able to use and benefit from the license.

For licenses that are combined with other promises, we utilize our judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.

For licenses that are combined with

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other promises, we utilize our judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.

We evaluate the measure of progress using the input method for each reporting period and, if necessary, adjust the measure of performance and related revenue recognition.

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Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability (Note 3).

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability (see Note 3, “Fair Value Measurements and Fair Value of Financial Instruments”).

Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

As of December 31, 2023 and 2022, cash and cash equivalents consisted of cash, money market funds, commercial paper securities, and U.S.

As of December 31, 2024, and 2023, cash and cash equivalents consisted of cash, money market funds, commercial paper, U.S.

government agency bonds, and U.S.

Treasury bills.

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We record at estimated fair value based on quoted market prices or observable market inputs of almost identical assets, with the unrealized holding gains or losses recorded in other comprehensive loss in the consolidated statements of operations and comprehensive loss.

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The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity, which are both recorded to interest income in the consolidated statements of operations and comprehensive loss.

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If we determine that we do have control over these companies under either voting or VIE models, we consolidate them in our consolidated financial statements.

As of December 31, 2023 and 2022, investments in equity securities, long-term, consisted primarily of our investment in the preferred stock of a private company, related party (Note 7).

As of December 31, 2024, and 2023, investments in equity securities, long-term, consisted primarily of our investment in the preferred stock of a private company, related party (see Note 7, “Related Party Transactions”).

We concluded that our shares of the private company’s preferred stock are not in substance common stock and, since these securities do not have readily determinable fair value, we account for our investment in the private company’s preferred stock using the measurement alternative method.

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(iv) the present value of the sum of the lease payments and residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset;

and (v) the underlying asset is such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

and (v) the underlying asset is such a specialized nature that it is expected to have no alternative use to the

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lessor at the end of the lease term.

As of December 31, 2024, our leases consisted of real estate operating leases and we did not have any finance leases.

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Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

In determining the present value of lease payments, if the rate implicit in the lease is not readily determinable, we would use our incremental borrowing rate based on the information available at the lease commencement date.

We would determine the incremental borrowing rate based on an analysis of corporate bond yields with a credit rating similar to ours.

In determining the present value of lease payments, if the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at the lease commencement date.

We determine the incremental borrowing rate based on an analysis of corporate bond yields with a credit rating similar to ours.

The determination of our incremental borrowing rate requires management judgment, including development of a synthetic credit rating and cost of debt, as we currently do not carry any debt.

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Applying different judgments to the same facts and circumstances could yield a different incremental borrowing rate.

The operating lease right-of-use assets also include adjustments for prepayments and accrued lease payments and exclude lease incentives.

The operating lease right-of-use assets also include adjustments for prepayments, accrued lease payments, and lease incentives.

Right-of-use assets and lease liabilities may include options to extend or terminate leases if it is reasonably certain that we will exercise such options.

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MSKCC Success Payments Liability

Under the terms of our Exclusive License Agreement, dated November 13, 2020, with MSKCC (Note 4), we are obligated to make success payments and a change of control payment if our stock price increases by certain multiples of increasing value based on a comparison of the fair market value of our common stock with $ 5.1914 per share, adjusted for any future stock splits, during a specified time period.

The relevant time period commences when the first patient is dosed with our first CLL-1 product candidate (CB-012) in the first phase 1 clinical trial and ends upon the earlier of the third anniversary of approval of our biologics license application (“BLA”) by the FDA or 10 years from the date the first patient was dosed with our first CLL-1 product candidate in the first phase 1 clinical trial.

Under the terms of our Exclusive License Agreement, dated November 13, 2020, with MSKCC (as amended, “MSKCC Agreement”) (see Note 4, “Significant Agreements”), we are obligated to make success payments and a change of control payment if our stock price increases by certain multiples of increasing value based on a comparison of the fair value of our common stock with $ 5.1914 per share, adjusted for any future stock splits, during a specified time period.

The relevant time period commenced on February 13, 2024, when the first patient was dosed with our anti- C-type lectin-like molecule-1 (“CLL-1”) product candidate (CB-012) in our AMpLify phase 1 clinical trial, and ends upon the earlier of the third anniversary of approval of our biologics license application (“BLA”) by the U.S.

Food and Drug Administration (“FDA”) or 10 years from February 13, 2024.

Under the MSKCC Agreement, our common stock fair value is determined by the 45-trading day volume weighted-average trading price immediately preceding the date of determination.

The success payments liability is accounted for under ASC 815, Derivatives and Hedging.

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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 projected volatility.

The assumptions used to calculate the fair value of the MSKCC success payments liability are subject to a significant amount of judgment including the expected volatility that was estimated using available information about the historical volatility of stocks of publicly traded companies that are similar to us, the estimated term, and the estimated

number and timing of valuation measurement dates.

There are several valuation measurement dates that may trigger payments under the MSKCC Agreement and are considered in our valuation of the MSKCC success payments liability (Note 4).

There are several valuation measurement dates that may trigger payments under the MSKCC Agreement and are considered in our valuation of the MSKCC success payments liability (see Note 4, “Significant Agreements”).

Accrued Research and Development Expenses

Research and development expenses are charged to expense as incurred.

Research and development expenses are expensed as incurred.

Research and development expenses include those for certain payroll and personnel;

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and allocated overhead, including rent, equipment depreciation, and utilities.

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We record accrued liabilities for estimated costs of our research and development activities conducted by third-party service providers.

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Acquisition of In-Process Research and Development Assets

We measure and recognize acquired in-process research and development assets, which include licenses, know-how, patents, and transaction fees, based on the cost to acquire the assets and the consideration is allocated to the items based on a relative fair value methodology.

We measure and recognize acquired in-process research and development assets, which include licenses, know-how, patents, and transaction fees, based on the cost to acquire the assets and the consideration that is allocated to the items based on a relative fair value methodology.

Goodwill is not recognized in asset acquisitions.

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We use the Black-Scholes valuation model as the method for determining the estimated fair value of stock options and stock purchases under our 2021 Employee Stock Purchase Plan (“ESPP”) with the following assumptions:

Fair Market Value of Common Stock — Prior to our Initial Public Offering (“IPO”), the fair market value of our common stock was determined by our board of directors with assistance from management and external valuation experts.

Our approach to estimating the fair market value of our common stock was consistent with the methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

Following our IPO, the fair market value of our common stock is based on its closing price on Nasdaq as reported on the date of the stock option grant.

Expected Term — Expected term represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method.

Fair Market Value of Common Stock — The fair market value of our common stock is based on its closing price on Nasdaq as reported on the date of the stock option grant.

Expected Term — Expected term represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method, which represents the average of the contractual term of the stock option and its weighted-average vesting period..

The expected term for our stock purchases under our ESPP is the offering period.

Expected Volatility — Expected volatility is estimated based on the average historical volatilities of common stock of comparable publicly traded entities over a period equal to the expected term of the stock option grants , as we do not have sufficient trading history for our common stock.

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Expected Volatility — Expected volatility is estimated based on the average historical volatilities of common stock of comparable publicly traded entities within the life sciences industry over a period equal to the expected term of the stock option grants , as we do not have sufficient trading history for our common stock.

Comparable companies are chosen based on their size, stage in the life cycle, or area of specialty.

We will continue to apply this process for stock options and ESPP stock purchases until enough historical information regarding the volatility of our stock price becomes available.

Expected Dividends — Expected dividends is zero as we have never paid dividends on our common stock and have no plans to do so for the foreseeable future.

Expected Dividends — Expected dividends are zero as we have never paid dividends on our common stock and have no plans to do so for the foreseeable future.

Risk-Free Interest Rate — Risk-free interest rate is based on the U.S.

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We recognize fees earned from sources not considered to be within the normal course of business in other income within the statements of operations and comprehensive loss.

During the years ended December 31, 2023 and 2022, we recognized $ 15.3 million and $ 4.6 million of interest income from our short-term and long-term marketable securities, respectively .

During each of the years ended December 31, 2024, and 2023 , we recognized $ 15.3 million of interest income from our short-term and long-term marketable securities.

Comprehensive Loss

Comprehensive loss is composed of net loss and other comprehensive income (loss).

Other comprehensive income (loss) consists of unrealized gains and losses on available-for-sale marketable securities.

Comprehensive loss is composed of net loss and other comprehensive income.

Other comprehensive income consists of unrealized gains and losses on available-for-sale marketable securities.

Net Loss Per Share

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Diluted net loss per share is computed by dividing the net loss by the sum of the weighted-average number of common shares outstanding during the period plus the dilutive effects of potentially dilutive securities outstanding during the period.

Potentially dilutive securities include common stock options, RSUs issued and outstanding.

Potentially dilutive securities include common stock options, shares committed under ESPP and RSUs issued and outstanding.

For all periods presented, diluted net loss per share is the same as basic net loss per share since the effect of including potential common shares is anti-dilutive.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by FASB or other standard-setting bodies and adopted are by us as of the specified effective date.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses:

Measurement of Credit Losses on Financial Instruments (Topic 326).

This ASU provides guidance on the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

ASU 2016-13 replaces the current incurred loss impairment approach with a methodology to reflect expected credit losses and requires consideration of a broader range of reasonable and supportable information to explain credit loss estimates.

This ASU is to be applied on a modified retrospective approach and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022.

Early adoption is permitted for all entities for fiscal years beginning after December 15, 2018, and interim periods therein.

We adopted ASU 2016-13 on January 1, 2023.

The impact of ASU 2016-13 on our financial statements and related disclosures was not material.

New Accounting Pronouncements Not Yet Adopted

In October 2023, the FASB issued 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 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 on 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 adoption of this standard.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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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 this standard.

We adopted ASU 2023-07 for the fiscal year 2024.

The impact of ASU 2023-07 resulted in additional disclosures in our notes to the consolidated financial statements (see Note 15, “Segment Information”).

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Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact the adoption of this standard.

We are currently evaluating the impact of the new guidance and do not expect that the adoption of ASU 2023-09 will have a material impact on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

The amendments in ASU 2024-03 require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods.

The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors (i) better understand the entity's performance, (ii) better assess the entity's prospects for future cash flows, and (iii) compare an entity's performance over time and with that of other entities.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the impact of the adoption of ASU 2024-03.

Emerging Growth Company and Smaller Reporting Company Status

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Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (a) are no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

As a result, our consolidated financial statements may not be comparable to those of companies that comply with the new or revised accounting pronouncements as of public company effective dates.

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We are also a “smaller reporting company.” If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.

Specifically, as a smaller reporting company, we may choose to present only the two most

recent fiscal years of audited consolidated financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited consolidated financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Fair Value Measurements and Fair Value of Financial Instruments

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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.

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Our financial instruments consist of Level 1, Level 2, and Level 3 financial instruments.

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$ 169,615 $ 169,615 $ — $ —

government agency bonds ($ 1,993 included in cash and cash equivalents)

33,482 — 33,482 —

Commercial paper ($ 1,499 included in cash and cash equivalents)

26,283 — 26,283 —

government agency bonds 40,185 — 40,185 —

Money market fund investments (included in cash and cash equivalents)

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Total fair value of liabilities $ 785 $ — $ — $ 785

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Fair Value Measurements as of December 31, 2023

Total Level 1 Level 2 Level 3

Commercial paper ($ 26,669 included in cash and cash equivalents)

Treasury bills ($ 23,527 included in cash and cash equivalents)

$ 262,439 $ 262,439 $ — $ —

Treasury bills 91,966 91,966 — —

government agency bonds ($ 3,976 included in cash and cash equivalents)

Commercial paper ($ 9,759 included in cash and cash equivalents)

40,373 — 40,373 —

Corporate debt securities

government agency bonds

40,185 — 40,185 —

Money market fund investments (included in cash and cash equivalents) 17,876 17,876 — —

27,693 27,693 — —

Corporate debt securities 11,531 — 11,531 —

Total fair value of assets $ 372,404 $ 280,315 $ 92,089 $ —

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$ 169,414 $ 268 $ ( 67 ) $ 169,615

Commercial paper ($ 9,759 included in cash equivalents)

government agency bonds ($ 1,993 included in cash and cash equivalents)

33,440 53 ( 11 ) 33,482

government agency bonds

Commercial paper ($ 1,499 included in cash and cash equivalents)

26,274 11 ( 2 ) 26,283

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Total cash equivalents and marketable securities $ 249,386

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As of December 31, 2023

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Losses Estimated

Commercial paper ($ 26,669 included in cash equivalents)

Treasury bills ($ 23,527 included in cash and cash equivalents)

$ 262,328 $ 331 $ ( 220 ) $ 262,439

Treasury bills 92,910 1 ( 945 ) 91,966

government agency bonds ( 3,976 included in cash and cash equivalents)

Commercial paper ($ 9,759 included in cash and cash equivalents)

40,386 — ( 13 ) 40,373

Corporate debt securities 37,002 — ( 183 ) 36,819

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 equivalents $ 58,338

Cash and cash equivalents $ 51,162

Marketable securities, short-term 277,665

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Balance at December 31, 2024 $ 785

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 (Note 4).

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The table below summarizes key assumptions used in the valuation of MSKCC success payments liability:

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Expected term (years) 4.1 to 5.0

(1) MSKCC is entitled to certain success payments if our common stock fair value increases 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”), during a specified time period (Note 4).

(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 value of our common stock to $ 5.1914 per share, adjusted for any future stock splits (“Initial Share Price”) (see Note 4, “Significant Agreements”).

The risk-free interest rate, expected volatility, and expected term assumptions depend on 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”) and the estimated timing of marketing approval for this product candidate from the U.S.

Food and Drug Administration (“FDA”).

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 MSKCC Agreement until the estimated timing of marketing approval for this product candidate from the FDA.

In addition, we incorporated the estimated number and timing of valuation measurement dates in the calculation of the MSKCC success payments liability.

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The Regents of the University of California and the University of Vienna

We entered into an Exclusive License Agreement, dated April 16, 2013 (as amended, “UC/Vienna Agreement”) with The Regents of the University of California (“UC”) and the University of Vienna (“Vienna”) (together, “UC/Vienna”) wherein UC/Vienna granted us an exclusive worldwide license, with the right to sublicense, in all fields to the foundational

CRISPR-Cas9 patent family co-owned by UC, Vienna, and Dr.

Emmanuelle Charpentier (“CVC IP”).

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Prior to the time that we are selling products, we owe UC/Vienna an annual license maintenance fee.

We may owe UC/Vienna up to $ 3.4 million in certain regulatory and clinical milestone payments in the field of human therapeutics and diagnostics for products that are covered by the CVC IP and developed by us, an affiliate, or a sublicensee.

We will owe UC/Vienna up to $ 3.1 million in certain regulatory and clinical milestone payments in the field of human therapeutics and diagnostics for products that are covered by the CVC IP.

Additionally, we pay UC/Vienna a specified percentage of sublicensing revenue, including cash and equity, we receive from sublicensing the CVC IP, subject to certain exceptions.

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For the years ended December 31, 2024, and 2023, we reimbursed UC $ 1.7 million and $ 2.3 million, respectively, for prosecution and maintenance costs of the CVC IP, which were recorded in general and administrative expenses in our consolidated statements of operations and comprehensive loss.

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On December 15, 2016, we entered into a Consent to Assignments, Licensing and Common Ownership and Invention Management Agreement (“IMA”) relating to the CVC IP.

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Memorial Sloan Kettering Cancer Center

also known as CD371) for use in T cells, NK cells, and genome-edited induced pluripotent stem cells (“iPSCs”) for allogeneic CLL-1-targeted cell therapies (currently used in our CB-012 product candidate).

On November 13, 2020, we entered into the MSKCC Agreement, under which we exclusively licensed know-how, biological materials, and patent families relating to fully-human single-chain variable fragments targeting CLL-1 for use in T cells, NK cells, and genome-edited induced pluripotent stem cells (“iPSCs”) for allogeneic CLL-1-targeted cell therapies (currently used in our CB-012 product candidate).

We paid MSKCC an upfront payment of $ 0.5 million in cash and $ 2.1 million in stock.

For each licensed CLL-1 product, we may owe potential clinical, regulatory, and commercial milestone payments totaling $ 112.0 million.

In addition, in the event we, our affiliates, or sublicensees, receive regulatory approval for a licensed CLL-1 product, we will owe low- to mid-single-digit percent royalties on net sales by us, our affiliates, and our sublicensees.

For each licensed CLL-1 product, we will owe potential clinical, regulatory, and commercial milestone payments totaling $ 111.0 million.

In addition, in the event we receive regulatory approval for a licensed CLL-1 product, we will owe low- to mid-single-digit percent royalties on net sales.

Our license from MSKCC includes the right to sublicense through multiple tiers and we will owe MSKCC a percentage of upfront cash or equity received from our sublicensees.

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We are also responsible for paying a percentage of licensed patent costs.

The MSKCC Agreement includes certain diligence milestones that we must meet by specified dates, which may be extended upon payment of additional fees.

MSKCC is entitled to certain success payments if our common stock fair value increases by certain multiples of increasing 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 (the “Initial Share Price”), during a specified time period.

Under the MSKCC Agreement, as a publicly traded company, our common stock fair value is determined by any given 45-day volume weighted-average trading price.

The MSKCC Agreement includes certain diligence milestones that we must meet by specified dates, which may be extended by us upon payment of additional fees.

MSKCC is entitled to certain success payments if our common stock fair value increases by certain multiples of increasing value based on a comparison of the fair value of our common stock to $ 5.1914 per share, adjusted for any future stock splits (the “Initial Share Price”), during a specified time period.

Under the MSKCC Agreement, as a publicly traded company, our common stock fair value is determined by the 45-trading day volume weighted-average trading price immediately preceding the date of determination.

At our option, success payments to MSKCC may be made in cash or common stock.

The relevant time period commences when the first patient is dosed with the first licensed CLL-1 product candidate (CB-012) in the first phase 1 clinical trial and ends upon the earlier of the third anniversary from the approval of our, or our affiliate’s, or sublicensee’s

biologics license application (“BLA”) by the FDA or 10 years from the date the first patient was dosed with a licensed CLL-1 product candidate in the first phase 1 clinical trial.

The relevant time period commenced on February 13, 2024, when the first patient was dosed with our anti-CLL-1 product candidate (CB-012) in our AMpLify phase 1 clinical trial, and ends upon the earlier of the third anniversary from the approval of our biologics license application (“BLA”) by the FDA or 10 years from February 13, 2024.

The aggregate success payments will not exceed $ 35.0 million.

Additionally, if we undergo a change of control during the specified time period, we may owe a change of control payment, depending upon the increase in our stock price due to the change of control and also to what extent success payments have already been paid by us to MSKCC.

Additionally, if we undergo a change of control during the specified time period, we will owe a change of control payment, depending upon the increase in our stock price due to the change of control and also to what extent success payments have already been paid by us to MSKCC.

In no event will the combination of success payments and the change of control payment owed to MSKCC exceed $ 35.0 million.

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If MSKCC materially breaches the MSKCC Agreement in certain circumstances (e.g., granting a third party a license in our field) then, during the time of such uncured breach, MSKCC will not be entitled to receive any success payments or any change of control payment.

For the year ended December 31, 2024, we incurred $ 1.0 million in milestone payments, which we recorded in research and development expenses in our consolidated statements of operations and comprehensive loss.

We did no t incur any milestone payments during the year ended December 31, 2023.

As of December 31, 2024, and 2023, the estimated fair value of the total success payments obligation to MSKCC was $ 0.8 million and $ 2.9 million, respectively, which was included in long-term liabilities in our consolidated balance sheets.

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(“Intellia”) is a successor in interest.

Under the Intellia License Agreement, we granted Intellia an exclusive worldwide license, with the right to sublicense, to certain CRISPR-Cas9 technology for a defined field of human therapeutics.

Under the Intellia License Agreement, we granted Intellia an exclusive worldwide license, with the right to sublicense, to certain CRISPR-Cas9 technology for a

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defined field of human therapeutics.

Intellia granted us an exclusive worldwide license, with the right to sublicense, to certain of its CRISPR-Cas9 technology for all fields outside of the defined field of human therapeutics.

Under the Intellia License Agreement, each party is responsible for 30 % of the other party’s expenses for prosecution and maintenance of the licensed intellectual property.

During each of the years ended December 31, 2023 and 2022, we recognized less than $ 0.1 million of expenses in reimbursable patent prosecution and maintenance costs, which were recorded as general and administrative expenses in our consolidated statements of operations and comprehensive loss.

During each of the years ended December 31, 2023 and 2022, Intellia reimbursed us $ 0.4 million and $ 0.8 million, respectively (including reimbursement for a portion of the patent prosecution and maintenance costs of the CVC IP paid to UC), which were recorded as reductions of general and administrative expenses in our consolidated statements of operations and comprehensive loss.

During the years ended December 31, 2024, and 2023, we recognized $ 0.3 million and $ 0.1 million, respectively, of expenses in reimbursable patent prosecution and maintenance costs, which were recorded as general and administrative expenses in our consolidated statements of operations and comprehensive loss.

During the years ended December 31, 2024, and 2023, Intellia reimbursed us $ 0.3 million and $ 0.4 million, respectively (including reimbursement for a portion of the patent prosecution and maintenance costs of the CVC IP paid to UC), which were recorded as reductions of general and administrative expenses in our consolidated statements of operations and comprehensive loss.

The term of the Intellia License Agreement continues for the life of the licensed patents and patent applications;

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On June 16, 2021, we entered into a leaseback agreement with Intellia (“Leaseback Agreement”).

Pursuant to the Leaseback Agreement, in exchange for Intellia’s grant to us of an exclusive license to certain intellectual property relating to CRISPR-Cas9, including Cas9 chRDNAs, for use solely in the manufacture of our CB-010 product candidate, we paid Intellia an upfront cash payment of $ 1.0 million and will pay up to $ 23.0 million in potential future regulatory and sales milestones.

Additionally, we will owe Intellia low- to mid- single-digit percent royalties on net sales of our CB-010 product candidate by us, our affiliates, and sublicensees until the expiration, abandonment, or invalidation of the last patent within the intellectual property relating to CRISPR-Cas9, including that relating to Cas9 chRDNAs (i.e., 2036, without PTA or PTE).

Pursuant to the Leaseback Agreement, in exchange for Intellia’s grant to us of an exclusive license to certain intellectual property relating to CRISPR-Cas9, including Cas9 chRDNAs, for use solely in the manufacture of our CB-010 product candidate, we paid Intellia an upfront cash payment of $ 1.0 million and we will owe up to $ 23.0 million in potential future regulatory and sales milestones.

Additionally, we will owe Intellia low- to mid- single-digit percent royalties on net sales of our CB-010 product candidate until the expiration, abandonment, or invalidation of the last patent within the intellectual property relating to CRISPR-Cas9, including that relating to Cas9 chRDNAs (i.e., 2036, without PTA or PTE).

Pioneer Hi-Bred International, Inc.

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Pioneer granted us an exclusive worldwide license, with the right to sublicense, to its CRISPR intellectual property in the field of research tools, as well as a non-exclusive worldwide license to such intellectual property in human and animal therapeutics, industrial biotechnology, certain agriculture segments, and other fields;

and we granted

Pioneer an exclusive worldwide license, with the right to sublicense, to our CRISPR intellectual property, including the CVC IP, in a defined field of agriculture relating to specified row crops, as well as a non-exclusive worldwide license to the intellectual property in other agricultural applications, industrial biotechnology, nutrition and health, and other fields.

and we granted Pioneer an exclusive worldwide license, with the right to sublicense, to our CRISPR intellectual property, including the CVC IP, in a defined field of agriculture relating to specified row crops, as well as a non-exclusive worldwide license to the intellectual property in other agricultural applications, industrial biotechnology, nutrition and health, and other fields.

The Pioneer Agreement continues until the expiration, abandonment, or invalidation of the last patent or patent application within the licensed intellectual property;

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In December 2020, we and Pioneer entered into an amendment to the Pioneer Agreement under which Pioneer assigned to us the chRDNA patent family developed under the research collaboration, and we paid Pioneer an upfront payment of $ 0.5 million.

We considered the payment to Pioneer in accordance with revenue recognition guidance and accounted for it as a reduction of the licensing and collaboration revenue in our consolidated statements of operations and comprehensive loss.

In addition to the upfront payment, we are now obligated to pay all patent prosecution and maintenance costs for the chRDNA patent family;

up to $ 2.8 million in regulatory milestone payments for therapeutic products developed by us, our affiliates, or licensees that are covered by the chRDNA patent family;

up to $ 20.0 million in sales milestones over a total of four therapeutics products sold by us, our affiliates, or licensees that are covered by the chRDNA patent family;

up to $ 2.8 million in regulatory milestone payments for therapeutic products that are covered by the chRDNA patent family;

up to $ 20.0 million in sales milestones over a total of four therapeutics products that are covered by the chRDNA patent family;

and a low-single-digit percentage of licensing revenue we receive for licensing the chRDNA patent family after December 2020.

During the year ended December 31, 2023 we incurred no liability for payments owed to Pioneer for licensing revenues.

During the year ended December 31, 2022, we incurred $ 0.1 million, for payments we owe to Pioneer related to licensing revenues, which we recorded as a research and development expense in our consolidated statements of operations and comprehensive loss.

During the years ended December 31, 2024, and 2023, we did not recognize any expense or income related to the Pioneer Agreement

AbbVie Manufacturing Management Unlimited Company

On February 9, 2021, we entered into a Collaboration and License Agreement (as amended, “AbbVie Agreement”) with AbbVie Manufacturing Management Unlimited Company (“AbbVie”).

Pursuant to the AbbVie Agreement, AbbVie selected one target or, for a dual CAR-T cell product, two targets (each selection, a “Program Slot”) to develop collaboration CAR-T cell products (and corresponding licensed products).

Under the terms of the AbbVie Agreement, we conducted certain preclinical research and development activities under the collaboration.

AbbVie reimbursed us for all such activities, including reimbursement for time spent by employees at a designated rate.

Under the terms of the AbbVie Agreement, we conducted certain preclinical research and development activities under the collaboration, and AbbVie

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reimbursed us for all such activities, including reimbursement for time spent by employees at a designated rate.

On September 26, 2023, we received notice from AbbVie that AbbVie elected to terminate the AbbVie Agreement.

By mutual agreement with AbbVie, termination of the AbbVie Agreement became effective on October 25, 2023.

The transaction price we received under the AbbVie Agreement associated with the first two Program Slots consisted of a $ 30.0 million upfront, non-refundable and non-creditable, cash payment and the estimated variable consideration related to our performance of preclinical research, development, and manufacturing activities under the collaboration and the developmental and regulatory milestone payments.

The transaction price we received under the AbbVie Agreement consisted of a $ 30.0 million upfront, non-refundable and non-creditable, cash payment and the estimated variable consideration related to our performance of preclinical research, development, and manufacturing activities under the collaboration and developmental and regulatory milestone payments.

We constrain the estimated variable consideration if we assess that it is probable that a significant reversal in the amount of cumulative revenue recognized may occur in future periods.

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We recognized revenue based on the measure of progress using an estimated cost-based input method each reporting period.

Upon to receipt of the termination notice, we stopped performing preclinical research and development services under the AbbVie Agreement and determined that our performance obligation to AbbVie was substantially completed as of September 30, 2023.

Upon receipt of the termination notice, we stopped performing preclinical research and development services under the AbbVie Agreement and determined that our performance obligation to AbbVie was substantially completed as of September 30, 2023.

Consequently, the remaining $ 20.8 million of deferred revenue from the $ 30.0 million upfront cash payment was recognized upon satisfaction of the performance obligation during the year ended December 31, 2023.

We had no long-term or short-term deferred revenue related to the upfront cash payment in our consolidated balance sheets as of December 31, 2023.

We had short-term deferred revenue of $ 9.4 million and long-term deferred revenue of $ 13.3 million related to the upfront cash payment in our consolidated balance sheets as of December 31, 2022.

During the year ended December 31, 2023, we recognized $ 24.8 million in licensing and collaboration revenue associated with the AbbVie Agreement, of which $ 22.7 million had been included in deferred revenue as of the beginning of the period.

During the year ended December 31, 2022, we recognized $ 8.0 million in licensing and collaboration revenue associated with the AbbVie Agreement.

As of December 31, 2023 and 2022, we had no amounts recorded in accounts receivable in our consolidated balance sheets.

As of December 31, 2023, we had no contract assets in our consolidated balance sheets.

As of December 31, 2022, we had $ 0.9 million in contract assets in our consolidated balance sheets.

As of December 31, 2024, and 2023, we had no amounts recorded in deferred revenue and in accounts receivable or contract assets in our consolidated balance sheets related to the now-terminated AbbVie Agreement .

Disaggregation of Revenue

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Total $ 9,994 $ 34,477

During the year ended December 31, 2023, we recognized $ 8.4 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 26.1 million of revenue related to performance obligations satisfied over time that included $ 24.8 million in licensing and collaboration revenue associated with the AbbVie Agreement, of which $ 22.7 million had been included in deferred revenue as of the beginning of the period.

During the year ended December 31, 2024, we recognized $ 7.5 million of revenue related to performance obligations satisfied at a point in time, and we recognized $ 2.5 million of revenue related to performance obligations satisfied over time.

Contract Balances

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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 reimbursable research costs related to the AbbVie Agreement, as well as royalties and milestone payments from our other license agreements that are unbilled as of the end of a reporting period.

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.

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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 December 31, 2023, our deferred revenue balance primarily resulted from the upfront payment received relating to our performance obligation to Pfizer, Inc.

As of December 31, 2022 our deferred revenue balance primarily result from the upfront payment received relating to our performance obligations under the now-terminated AbbVie Agreement.

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 annual license fees are paid by the licensees and the renewal periods begin.

As of December 31, 2024, and 2023, our deferred revenue balance primarily resulted from the upfront payment received relating to our performance obligation to Pfizer, Inc.

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.

The following table presents changes in our contract assets and liabilities during the year ended December 31, 2024 (in thousands):

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Deferred revenue, current and long-term $ 8,949 $ 1,580 $ ( 4,083 ) $ 6,446

Unbilled accounts receivable decreased during the year ended December 31, 2023, primarily due to the decrease in unbilled research costs under the AbbVie Agreement.

Deferred revenue decreased during the year ended December 31, 2023, primarily due to the recognition of deferred revenues related to the satisfaction of our performance obligation to AbbVie as a result of AbbVie’s termination of the AbbVie Agreement, offset by the $ 7.5 million allocated to the Pfizer information sharing committee (Notes 4 and 7).

During the years ended December 31, 2024, and 2023, we recognized $ 2.9 million and $ 23.2 million of revenue, respectively, which was included in the opening contract liabilities balances at the beginning of the respective periods.

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Capitalized Contract Acquisition Costs and Fulfillment Costs

We did not incur any expenses to obtain license and collaboration agreements, and costs to fulfill those contracts do not generate or enhance our resources.

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.

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2024 December 31,

Patent cost reimbursements $ 1,403 $ 1,638

Accrued interest on marketable securities $ 930 $ 702

Patent cost reimbursements 898 1,403

Total $ 1,828 $ 2,286

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Prepaid expenses and other current assets consisted of the following (in thousands):

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Prepaid contract manufacturing and clinical costs $ 3,919 $ 3,942

Prepaid income taxes — 431

Prepaid insurance 889 993

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2024 December 31,

Accrued employee compensation and related expenses 9,517 5,752

Accrued research and development expenses $ 12,020 $ 8,720

Accrued employee compensation and related expenses 8,560 9,517

Accrued patent expenses 769 613

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As Edge’s convertible preferred stock is not in substance common stock, we recorded this investment using the measurement alternative.

As of each of December 31, 2023 and 2022, the carrying value

of the Edge investment was $ 7.5 million.

There have been no changes to the carrying value of the investment during the years ended December 31, 2023 and 2022.

In June 2024, we received additional shares of convertible preferred stock pursuant to anti-dilution rights associated with the Edge chRDNA License Agreement with Edge.

Edge issued 1,623,275 shares of convertible preferred stock to us with an estimated fair value of $ 1.6 million, based on management’s best estimate and judgment.

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chRDNA License Agreement is a contract with a customer under ASC 606.

We recognized $ 1.6 million as revenue during the year ended December 31, 2024.

We did not recognize any revenue in connection with the Edge chRDNA License Agreement in 2023.

The carrying value of the Edge investment was $ 9.2 million and $ 7.5 million as of December 31, 2024, and 2023, respectively.

On May 16, 2023, we entered into an Exclusive License Agreement for Veterinary Therapeutics (CRISPR-Cas9) (“Edge Cas9 License Agreement”), under which we granted Edge an exclusive worldwide license to certain CRISPR-Cas9 intellectual property rights in the field of veterinary therapeutics.

Previously, on May 15, 2020, we had entered into an Option for an Exclusive License under which Edge could exercise its option within three years upon payment of a total of $ 1.2 million, which Edge paid, and we entered into the Edge Cas9 License Agreement.

We recognized $ 1.2 million of revenue in connection with the Edge Cas9 License Agreement during the twelve months ended December 31, 2023.

We did no t recognize any revenue in connection with the Edge Cas9 License Agreement in 2022.

We did no t recognize any revenue in connection with the Edge Cas9 License Agreement during the year ended December 31, 2024.

We recognized $ 1.2 million of revenue in connection with the Edge Cas9 License Agreement during the year ended December 31, 2023.

Pfizer Investment

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We granted certain registration rights to Pfizer under the Securities Purchase Agreement covering the resale of the shares.

Unless otherwise agreed by Pfizer, we agreed to use the proceeds from the Pfizer Investment solely in connection with (i) the development program for our allogeneic anti-BCMA CAR-T cell therapy known as CB-011 that is being evaluated in our CaMMouflage clinical trial and/or (ii) any other single-targeted anti-BCMA CAR-T cell therapy using an anti-BCMA single-chain variable fragment owned or controlled by us (collectively, cell therapies described in clauses (i) and (ii) are referred to as a “BCMA Product Candidate”), for 36 months beginning on June 29, 2023.

Unless otherwise agreed by Pfizer, we agreed to use the proceeds from the Pfizer Investment solely in connection with (i) the development program for our allogeneic anti-BCMA CAR-T cell therapy known as CB-011 that is being evaluated in our CaMMouflage phase 1 clinical trial and/or (ii) any other single-targeted anti-BCMA CAR-T cell therapy using an anti-BCMA single-chain variable fragment owned or controlled by us (collectively, cell therapies described in clauses (i) and (ii) are referred to as a “BCMA Product Candidate”), for 36 months beginning on June 29, 2023.

On June 29, 2023, in connection with the Pfizer Investment, we and Pfizer also entered into an Information Rights Agreement, having a thirty-six ( 36 )-month term.

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Additionally, we agreed to provide Pfizer access to any preclinical or interim or final clinical data (including raw data) and results generated as part of the development program for a BCMA Product Candidate at the same time that we provide such data to a third party (other than to our service providers or the FDA or other regulatory authorities), subject to certain confidentiality exceptions.

On June 29, 2023, we and Pfizer also entered into a Voting Agreement, pursuant to which, for a period of 12 months, Pfizer agreed to cause our voting securities that Pfizer beneficially owns (within the meaning of Rules 13d-3 or 13d-5 under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) in excess of 4.99 % of our then issued and outstanding voting securities to be voted (i) with respect to any matter directly relating to remuneration of directors, directors’ insurance, or indemnification or release from liability of directors, in a manner proportionally consistent with the votes properly cast for and against by holders of voting securities not beneficially owned by Pfizer, and (ii) with respect to any other matter in which Pfizer shall have the right to vote such voting securities, in accordance with the recommendation of our board of directors or any applicable committee thereof.

We recorded the issuance of our common stock at its estimated fair value of $ 17.5 million, which reflects a discount for the lack of marketability of the shares.

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The information sharing committee will meet quarterly over the 36-month term of the Information Rights Agreement, which results in recognition of the transaction price over the 36-month term.

During the twelve months ended December 31, 2023, we recognized $ 1.2 million of revenue from Pfizer.

During the year ended December 31, 2024, we recognized $ 2.5 million of revenue from Pfizer.

As of December 31, 2024, there was approximately $ 3.7 million of related party deferred revenue ($ 2.5 million included in current liabilities and $ 1.2 million included in long-term liabilities) related to our performance obligation to Pfizer.

During the year ended December 31, 2023, we recognized $ 1.2 million of revenue from 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.

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Operating Lease Obligations

We lease laboratory and office space under noncancellable operating agreements.

We lease laboratory and office space under two noncancellable operating agreements.

In March 2021, we entered into a ten-year lease agreement, which superseded and replaced our prior lease, as amended, for our corporate headquarters and the new lease included additional office and laboratory space located within the same building in Berkeley, California.

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In January 2022, we entered into a ten-and-a-half-year lease agreement for approximately 10,000 square feet of office and laboratory space in Berkeley, California, near our current corporate headquarters.

In connection with signing this lease, we paid a deposit in the amount of $ 0.4 million to the lessor.

In connection with signing this lease, we paid a deposit in the amount of $ 0.4 million to the lessor, and we will receive a total of $ 1.8 million in tenant improvement allowances.

This lease agreement contains an escalation clause for increased base rent over the term and a renewal option for an additional term of five years .

In addition to base rent, we pay our share of operating expenses and taxes.

To complete certain leasehold improvements, the lessor has agreed to provide us a tenant improvement allowance of $ 1.8 million.

The leasehold improvements constructed are presented under property and equipment on our consolidated balance sheets and are depreciated on a straight-line basis over the shorter of remaining lease term or estimated useful life.

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Total lease cost $ 7,929 $ 7,878

(1) Includes $ 2.5 million and $ 2.2 million of variable lease cost related to operating expenses and taxes for the years ended December 31, 2023, and 2022, respectively.

(1) Includes $ 2.5 million of variable lease cost related to operating expenses and taxes for each of the years ended December 31, 2024, and 2023.

Supplemental information related to our leases was as follows (in thousands):

7 unchanged sentences

11.3 % 11.3 %

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The following table summarizes a maturity analysis of our operating lease liabilities showing the aggregate lease payments as of December 31, 2024:

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Some of these agreements include contingent payments that will become payable if and when certain development, regulatory, clinical, and/or commercial milestones are achieved by us.

As of December 31, 2023, the satisfaction and timing of such contingent payments is uncertain and is not reasonably estimable.

As of December 31, 2024, satisfaction and timing of such contingent payments are uncertain and thus cannot be reasonably estimated.

Guarantees and Indemnifications

In the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for certain indemnifications by us.

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 each of December 31, 2023 and 2022, we did not have any material indemnification claims that were probable or reasonably possible, and consequently, we have not recorded related liabilities.

As of December 31, 2024, and 2023, we did not have any material indemnification claims that were probable or reasonably possible, and consequently, we have not recorded related liabilities.

From time to time, we may become involved in litigation arising in the ordinary course of business.

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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, B ergman 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.

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 3:23-cv-01742 (“Bergman Case”).

The Bergman Case complaint challenged 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 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, and oral argument on the motion is scheduled for April 23, 2024.

We intend to vigorously defend the claims asserted against us.

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 ordered the case dismissed.

Common stock reserved for future issuance, consisted of the following:

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 in exchange for a full release of the putative class’s claims against us and all our current and former officers, current and former members of our board of

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directors, the IPO underwriters, and the other named defendant.

On February 18, 2025, the court issued an order granting final approval of the settlement.

On December 24, 2024, 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 current and former officers, Saylor v.

Caribou Biosciences, Inc., et al., c ase number 3:24-cv-09413 (“Saylor Case”).

The alleged class period is July 14, 2023, to July 16, 2024.

The Saylor Case complaint challenges disclosures regarding our company’s business, operations, and prospects, specifically with respect to the alleged safety, efficacy, and durability of CB-010, CB-010’s clinical results and commercial prospects, and our financial statements, in alleged violation of Sections 10(b) and 20(a) of the Exchange Act.

The lawsuit is at the preliminary stage of the proceedings.

On March 3, 2025, a shareholder derivative complaint was filed in the U.S.

District Court for the Northern District of California against our directors and certain of our current and former officers, Moisio, derivatively on behalf of Caribou Biosciences, Inc.

Haurwitz, et al, case number 4:25-cv-02199 (“Derivative Case”), alleging, among other things, that the named directors and officers breached their fiduciary duties by causing our company to make the disclosures being challenged in the Saylor Case and seeking unspecified monetary damages for our company as well as that we make certain changes to our corporate governance.

The Derivative Case is at the preliminary stage of the proceedings.

Common stock reserved for future issuances consisted of the following:

December 31, 2024 As of

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Stock options, issued and outstanding 10,782,103 9,410,404

Stock options, authorized for future issuance 5,952,012 5,833,979

Stock available under our employee stock purchase plan 1,516,355 1,044,518

Unvested restricted stock units and performance-based restricted stock units 205,357 256,146

Total common stock reserved for future issuance 17,084,128 13,867,717

Stock options, authorized for future issuances

7,618,931 5,952,012

Stock committed under ESPP

2,139,666 1,516,355

Unvested RSUs and PSUs

1,297,327 205,357

Total common stock reserved for future issuances

21,838,027 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 described below).

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 SEC declared the Shelf Registration Statement effective on August 16, 2022, and will expire after three years.

The terms of any offering under the Shelf Registration Statement will be established at the time of such offering as described in a prospectus supplement to the Shelf Registration Statement to be 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 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).

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At-the-market Equity Offering Program

On August 9, 2022, we entered into an ATM Sales Agreement with Jefferies with respect to an at-the-market (“ATM”) equity offering program, 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 December 31, 2023, we sold 168,635 shares of our common stock under the ATM Sales Agreement at an average price per share of $ 7.32 for aggregate gross proceeds of $ 1.2 million ($ 1.0 million net of offering expenses).

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

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of our common stock having an aggregate offering price of up to $ 100.0 million in gross proceeds under the Shelf Registration Statement.

During the year ended December 31, 2024, we issued 3,420,061 shares of our common stock, in a series of sales, at an average price of $ 4.58 per share, in accordance with the ATM Sales Agreement for aggregate gross proceeds of $ 15.7 million ($ 15.2 million net of offering expenses).

During the year ended December 31, 2023, we issued 168,635 shares of our common stock, in a series of sales, at an average price of $ 7.32 per share, in accordance with the ATM Sales Agreement for aggregate gross proceeds of $ 1.2 million ($ 1.0 million net of offering expenses).

Stock-Based Compensation

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In addition, any shares subject to awards under the 2013 Plan that terminate, expire, or lapse for any reason without the delivery of shares, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, will be added to the 2021 Plan.

The 2021 Plan also provides that the number of shares initially reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and ending on January 1, 2031, by an amount equal to the lesser of (a) 5 % of the shares of common stock outstanding on the last day of the immediately preceding fiscal year, and (b) such smaller number of shares of stock as determined by our board of directors.

The 2021 Plan also provides that the number of shares initially reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and ending on January 1, 2031, by an amount equal to the lesser of (i) 5 % of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of stock as determined by our board of directors.

No more than 56,000,000 shares of stock may be issued upon the exercise of incentive stock options under the 2021 Plan.

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Vested and expected to vest at December 31, 2024 10,782,103 $ 7.47 7.7 $ 18

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(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.

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During the year ended December 31, 2023, we granted 3,524,616 stock options to employees with a weighted-average grant date fair value of $ 3.88 .

We estimated the fair value of each employee and stock option award on the grant date using the Black-Scholes option-pricing model based on the following assumptions:

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:

Years Ended December 31,

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Expected dividend yield 0.0 % 0.0 %

As of December 31, 2023, there was $ 25.8 million of unrecognized stock-based compensation expense related to employee and stock options that is expected to be recognized over a weighted-average period of 2.5 years.

As of December 31, 2024, there was $ 20.9 million of unrecognized stock-based compensation expense related to employee stock options that is expected to be recognized over a weighted-average period of 2.5 years.

Restricted Stock Units

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( 78,596 ) 10.04

( 47,193 ) 10.37

Unvested, December 31, 2023 205,357 $ 8.49

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Unvested, December 31, 2024 1,297,327 $ 5.37

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 employment during the performance period.

As of December 31, 2023, the achievement of this milestone was not considered probable and, therefore, no stock-based compensation was recorded.

As of December 31, 2023, the total unrecognized stock-based compensation expense related to unvested RSUs was $ 0.8 million, which is expected to be recognized over the remaining weighted-average vesting period of one years.

As of December 31, 2023, there was approximately $ 0.6 million of unrecognized stock-based compensation expense related to unvested PSUs.

Employee Stock Purchase Plan (“ESPP”)

On August 22, 2022, we granted PSUs to our executive officers, which would have vested contingent upon the achievement of a clinical milestone for our CB-010 product candidate during a performance period ending December 31, 2024, and the executive officer’s continued employment during the performance period.

As of December 31, 2024, none of these PSUs had vested and all PSUs were forfeited since the achievement of this milestone was not met within the required

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No stock-based compensation was recorded on these awards.

There were no PSUs outstanding as of December 31, 2024.

As of December 31, 2024, the total unrecognized stock-based compensation expense related to unvested RSUs was $ 5.2 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.7 years.

Employee Stock Purchase Plan

In July 2021, our board of directors adopted and our stockholders approved the ESPP, which became effective on July 22, 2021.

1 unchanged sentence

We reserved 511,000 shares of our common stock for employee purchases under the ESPP.

The number of shares of common stock reserved for issuance under the ESPP will be automatically increased each January 1, beginning on January 1, 2022 and ending on January 1, 2031 by an amount equal to the lesser of (a) 1 % of the shares of common stock outstanding on the last day of the immediately preceding fiscal year, and (b) such smaller number of shares of stock as determined by our board of directors;

The number of shares of common stock reserved for issuance under the ESPP will be automatically increased each January 1, beginning on January 1, 2022 and ending on January 1, 2031 by an amount equal to the lesser of (i) 1.00 % of the shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of stock as determined by our board of directors;

provided that the maximum number of shares that may be issued under the ESPP is 10,000,000 shares.

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We issued 468,745 shares of common stock under the ESPP as of December 31, 2024.

We recorded $ 0.5 million and $ 0.3 million in accrued liabilities related to contributions withheld as of December 31, 2023 and December 31, 2022, respectively.

We recorded $ 0.4 million and $ 0.5 million in accrued liabilities related to contributions withheld as of December 31, 2024, and 2023, respectively.

Stock-Based Compensation Expense

7 unchanged sentences

Stock options $ 14,193 $ 12,392

RSUs 2,091 784

Total $ 16,706 $ 13,750

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”).

In 2017, we established a defined-contribution savings plan under Section 401(k) of the 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.

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We reported pre-tax book losses in the United States of $ 149.1 million and $ 101.9 million for the years ended December 31, 2024, and 2023, respectively.

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A reconciliation of the U.S.

7 unchanged sentences

R&D tax credits, net of reserves ( 5 %) ( 4 %)

Other — % 1 %

Return to provision, federal

Change in rates

Effective income tax rate — % — %

7 unchanged sentences

Total deferred income tax (benefit) expense ( 10 ) 178

Total income tax expense $ 193 $ 70

Total income tax (benefit) expense $ ( 9 ) $ 193

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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The following table presents significant components of our deferred tax assets and liabilities as of December 31, 2024, and 2023 (in thousands):

18 unchanged sentences

We have evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets.

As of December 31, 2022, a valuation allowance of $ 66.4 million was recorded against our deferred tax assets.

As of December 31, 2024, our deferred tax assets were primarily the result of historical federal and state net operating loss (“NOL”) and tax credits, deferred revenue and expenses, capitalized research costs and the net of lease right of use assets and liabilities.

As of December 31, 2024, a valuation allowance of $ 147.3 million was recorded against our deferred tax assets.

As of December 31, 2023, a valuation allowance of $ 96.2 million was recorded against our deferred tax assets.

As of December 31, 2024, we had federal NOL carryforwards of $ 142.1 million, which do not expire.

As of December 31, 2024, we had state NOL carryforwards of $ 245.5 million, which may be available to offset future state income, and which expire at various years beginning with 2036.

As of December 31, 2023, we generated federal tax credit carryforwards of $ 14.2 million, which will begin to expire in 2037.

As of December 31, 2024, we generated federal research and development tax credit carryforwards of $ 17.2 million, which will begin to expire in 2037.

As of December 31, 2024, we had state credit carryforwards of $ 11.3 million available to reduce future tax liabilities, which do not expire.

Beginning January 1, 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize and amortize pursuant to Section 174 of the Tax Code.

As a result, we have capitalized research and development costs of $ 102.6 million and $ 93.9 million for the years ended December 31, 2023 and 2022, respectively.

We will amortize these costs for tax purposes over five years if the research and development was performed in the United States and over 15 years if the research and development was performed outside the United States.

We also generated $ 10.8 million of orphan drug credits as of December 31, 2024, which begin to expire in 2042.

In accordance with the 2017 Tax Act, research and experimental (“R&E”) expenses under Section 174 of the Tax Code are required to be capitalized beginning in 2022.

R&E expenses are required to be amortized over a period of five years for domestic expenses and 15 years for foreign expenses.

Thus, we have capitalized R&E expenses in our current tax provision.

Under Section 382 of the Tax Code, the ability to utilize NOL carryforwards or other tax attributes, such as research tax credits, in any taxable year may be limited if we have experienced an “ownership change.” Generally, a Section 382 ownership change occurs if there is a cumulative increase of more than 50 percentage points in the stock ownership of one or more stockholders or groups of stockholders who own at least 5 % of a corporation’s stock within a specified testing period.

1 unchanged sentence

As a result of our analysis, we believe that there have been three ownership changes under Section 382;

however, none of our tax attributes are expected to have permanent limitations.

however, none of our state NOL and research and development tax credit carryforwards is currently expected to expire unused.

We may experience ownership changes as a result of future financing or other changes in the stock ownership.

The following table summarizes the activity related to our unrecognized tax benefits for the two years ended December 31, 2023 (in thousands):

Unrecognized tax benefits—December 31, 2021 $ 2,202

Increases related to current year tax positions 847

Increases related to prior year tax positions —

Decreases related to prior year tax positions ( 250 )

Unrecognized tax benefits—December 31, 2022 2,799

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A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

Years Ended December 31,

Balance at the beginning of the year

$ 4,093 $ 2,799

Increases related to current year tax positions

1 unchanged sentence

Decreases related to prior year tax positions

Decreases related to lapse of statutes —

Unrecognized tax benefits—December 31, 2023 $ 4,093

( 36 ) ( 98 )

Balance at the end of year

$ 8,009 $ 4,093

As of December 31, 2024, no amount of unrecognized tax benefits, if recognized, would affect the effective tax rate.

6 unchanged sentences

There are no ongoing examinations by taxing authorities at this time.

The following table shows the change in deferred tax valuation for the periods indicated:

The following table shows the change in deferred tax valuation allowance for the periods indicated:

Beginning balance, January 1 96,166 66,408

8 unchanged sentences

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.

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Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:

2 unchanged sentences

1,297,327 153,000

Shares available under ESPP

Shares committed under ESPP

304,434 134,276

12,383,864 9,697,680

Segment Information

We operate and manage our business as one reportable segment and one operating segment, which is the business of developing allogeneic CAR-T cell therapies.

Our CODM assesses performance for the segment and decides how to allocate resources based on consolidated net loss that is also reported on the consolidated statements of operations.

The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

All our material long-lived assets are located in the United States.

Our CODM uses consolidated net loss to evaluate our spend and monitor our budget versus actual results to assess performance of the segment and to allocate resources across our company.

Factors used in determining the reportable segment include the nature of our operating activities, our company’s organizational and reporting structures, and the type of information reviewed by our CODM to allocate resources and evaluate financial performance.

The following table presents reportable segment profit and loss, including significant expense categories, attributable to our reportable segment for the periods indicated:

Years Ended December 31,

Licensing and collaboration revenue $ 9,994 $ 34,477

Research and development:

External costs 77,649 65,521

Internal costs (1)

42,120 37,760

Total research and development 119,769 103,281

General and administrative (2)

36,217 30,013

Other segment items (3)

18,461 18,723

Other income, net ( 15,348 ) ( 15,470 )

Segment and consolidated net loss $ ( 149,105 ) $ ( 102,070 )

(1) Research and development internal costs for the years ended December 31, 2024, and 2023, exclude $ 6.9 million and $ 5.8 million of stock-based compensation expense, respectively, and $ 3.5 million and $ 3.0 million of depreciation and amortization expense, respectively.

(2) General and administrative expense for the years ended December 31, 2024, and 2023, exclude $ 9.8 million and $ 7.9 million of stock-based compensation expense, respectively, and $ 0.5 million and $ 0.5 million of depreciation and amortization expense, respectively.

(3) Other segment items include stock-based compensation, change in fair value of the MSKCC success payments liability, depreciation and amortization, and (benefit from) provision for income taxes.

Restructuring Charge

On July 16, 2024, we announced that we had discontinued preclinical research activities associated with our allogeneic CAR-natural killer (“CAR-NK”) platform and reduced our workforce by 21 positions, or approximately 12 %.

The workforce reduction was completed during the third quarter of 2024.

As a result, we recorded a total of $ 0.6 million in non-recurring restructuring charges during the year ended December 31, 2024, consisting primarily of cash severance costs, continuation of benefits, and transition support services for impacted employees.

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Subsequent Events

On February 28, 2024, the Superior Court of the State of California for the County of Alameda granted our motion to dismiss the putative class action lawsuit filed 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”), and the court ordered the case dismissed.

We did not have any subsequent events as of the filing date of this Annual Report on Form 10-K, except as disclosed in Note 9.

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.

What changed 10-K

Item 9A. Controls and Procedures