Item 5. Other Information
Item 5. Other Information.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
On May 7, 2025, we received a deficiency letter (the “Nasdaq Notice”) from the Staff of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying us that, for the last 30 consecutive business days, the bid price for our shares of common stock had closed below $1.00 per share, which is the minimum bid price required to maintain continued listing on the Nasdaq Global Select Market under the Minimum Bid Price Rule.
The Nasdaq Notice has no immediate effect on the listing of our common stock. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have an initial period of 180 calendar days (which expires on November 3, 2025) to regain compliance with the Minimum Bid Price Rule. To regain compliance, the closing bid price of our common stock must be at least $1.00 per share for a minimum of 10 consecutive business days during this 180-calendar day period, at which time the Staff will provide written notification to us that we comply with the Minimum Bid Price Rule, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).
If we do not regain compliance with the Minimum Bid Price Rule during the initial 180-calendar day period, we may be eligible for an additional 180-calendar day compliance period. To qualify, we would need to transfer the listing of our common stock to the Nasdaq Capital Market, provided that we meet the continued listing requirement for the market value of publicly held shares and all other initial listing standards of the Nasdaq Capital Market, with the exception of the Minimum Bid Price Rule, and provide written notice of our intention to cure the Minimum Bid Price Rule deficiency during the second compliance period. As part of its review process, Nasdaq will make a determination as to whether it believes we will be able to cure this deficiency. If the Staff determines that we will not be able to cure the deficiency, or if we are otherwise not eligible for such additional compliance period, Nasdaq will provide notice that our common stock will be subject to delisting. We would have the right to appeal any determination to delist our common stock.
We intend to actively monitor the closing bid price of our common stock and will evaluate available options to regain compliance with the Minimum Bid Price Rule, including effectuating a reverse stock split. We have included a proposal in our proxy statement for consideration by our stockholders at our upcoming 2025 Annual Meeting of Stockholders scheduled for June 12, 2025, that would give our board of directors the discretion, for a period of one year from the date on which the 2025 Annual Meeting concludes, to effect a reverse stock split at a ratio ranging from any whole number between 1-for-5 and 1-for-50 inclusive, as determined by board of directors in its discretion, subject to its authority to abandon such amendment. There is no guarantee that our stockholders will approve this proposal and, even if we obtain stockholder approval and a reverse stock split is implemented, the future impact of a reverse stock split upon the market price of our common stock cannot be predicted with certainty and there is no assurance that we will regain or
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maintain compliance with the Minimum Bid Price Rule, or otherwise be in compliance with other applicable Nasdaq listing rules and that we will be able to maintain our listing with Nasdaq.
Rule 10b5-1 Trading Arrangements
On January 2, 2025 , Sriram Ryali, M.B.A., our chief financial officer , entered into a “Rule 10b5-1 trading arrangement” (as that term is defined in Regulation S-K, Item 408) that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act) and is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act. This sell-to-cover arrangement applies to restricted stock units or performance-based stock units (collectively, “RSUs”), whether vesting is based on the passage of time and/or the achievement of performance goals, that were previously granted or that could in the future be granted by us from time to time (this type of arrangement, with the attributes described in this paragraph, is referred to as an “RSU Sell-to-Cover Instruction”). An RSU Sell-to-Cover Instruction provides for the automatic sale of shares of common stock that would otherwise be issuable on each settlement date of a covered RSU in an amount necessary to satisfy the applicable tax withholding obligations, with the proceeds of the sale delivered to us in satisfaction of the applicable tax withholding obligations. The number of shares of common stock that will be sold under an RSU Sell-to-Cover Instruction is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the market price of our common stock at the time of settlement, and the potential future grant of RSUs subject to a RSU Sell-to-Cover Instruction. An RSU Sell-to-Cover Instruction will remain in place indefinitely unless revoked in writing (including as to any particular sell-to-cover sale, as to which the officer may elect to pay the applicable withholding taxes in cash) in accordance with their terms.
Rachel Haurwitz, Ph.D., our president and chief executive officer and a member of our board of directors , also had in effect an RSU Sell-to-Cover Instruction. Pursuant to Dr. Haurwitz’s request, on February 5, 2025, our board of directors approved the shortening of the 30-day advance notice period under Dr. Haurwitz’s RSU Sell-to-Cover Instruction for Dr. Haurwitz to elect to pay the required withholding taxes in cash with respect to the February 20, 2025 partial vesting of Dr. Haurwitz’s RSUs and to revoke the RSU Sell-to-Cover Instruction with respect to that particular RSU vesting date. On February 7, 2025, Dr. Haurwitz delivered a notice to us electing to pay such withholding taxes in cash and revoke the RSU Sell-to-Cover Instruction with respect to the February 20, 2025, vesting of RSUs covering 29,675 shares of our common stock. We believe that the action of our board of directors to approve such shorter notice period to make a cash pay election may be deemed to constitute, as of February 5, 2025, both a termination of Dr. Haurwitz’s existing RSU Sell-to-Cover Instruction and an adoption by Dr. Haurwitz of a new RSU Sell-to-Cover Instruction as of such date. If so, the new RSU Sell-to-Cover Instruction is also intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act) and is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Exchange Act.
Additionally, effective March 18, 2025 , The City Canyon Family Trust, a trust for which Dr. Haurwitz and her husband are co-trustees, terminated the 10b5-1 trading plan that it had adopted on September 6, 2024 , without any shares being sold.
Except as described above, no other director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as that term is defined in Regulation S-K, Item 408) during the quarter ended March 31, 2025.
Advisory Consulting Agreement with Retiring 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. Our board of directors has approved, and we have entered into, an advisory agreement with Dr. Kanner to provide research and development consultation services, effective as of July 1, 2025, under which agreement Dr. Kanner will provide up to 16 hours each month for a fee of $6,400 per month for a one-year period, expiring on June 30, 2026. Either Dr. Kanner or us may terminate the agreement upon 30 calendar days’ prior notice to the other party.
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Item 6. Exhibits.
Exhibit
Number
Description
3.1 Amended and Restated Certificate of Incorporation of Caribou Biosciences, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-40631) filed by the Registrant with the SEC on July 28, 2021)
3.2 Amended and Restated Bylaws of Caribou Biosciences, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-40631) filed by the Registrant with the SEC on July 28, 2021)
4.1 Description of Common Stock (incorporated by reference to Exhibit 4.1 to 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)
10.1+
Officer Employment Agreement by and between the Registrant and Sri Ryali , dated January 2, 2025 (incorporated by reference to Exhibit 10.51 to the Regi stra nt ’ s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 001-40631) , filed with the SEC on March 10, 2025 )
10.2+* Advisory Consulting Agreement by and between the Registrant and Steve n B. Kanner, Ph.D. , effective as of July 1 , 2025
31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (embedded within the Inline XBRL document)
______________________________________________
* Filed herewith.
** Furnished herewith.
+ Indicates management contract or compensatory plan
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Caribou Biosciences, Inc.
Date: May 8, 2025
By: /s/ Rachel E. Haurwitz
Rachel E. Haurwitz
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 8, 2025
By: /s/ Sriram Ryali
Sriram Ryali
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.