What changed in this filing

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Item 3. Legal Proceedings

2026-03-05 compared with 2025-03-10 · 15 added, 124 removed, 9 unchanged (94% of the section changed)

2 unchanged sentences

Regardless of the outcome, litigation can have a material adverse effect on us due to defense and settlement costs, diversion of our management resources, and other factors.

On April 11, 2023, a putative class action lawsuit was filed in the U.S.

District Court for the Northern District of California against our company and certain of our officers and current and former members of our board of directors, Bergman v.

Caribou Biosciences, Inc., et al., case number 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.

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 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 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.

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

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

The Saylor Case complaint challenged disclosures regarding our business, operations, and prospects, specifically with respect to the alleged safety, efficacy, and durability of vispa-cel, the clinical results and commercial prospects for vispa-cel, and our financial statements, in alleged violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

On April 15, 2025, the lead plaintiff filed a motion to voluntarily dismiss the lawsuit and, on April 27, 2025, the court granted the motion, dismissing the lawsuit without prejudice.

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.

Haurwitz, et al, case number 4:25-cv-02199 (“First 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 from our company as well as that we make certain changes to our corporate governance.

On March 11, 2025, a second shareholder derivative complaint was filed in the U.S.

District Court for the Northern District of California against the same defendants as in the First Derivative Case, Allen, derivatively on behalf of Caribou Biosciences, Inc.

Braunstein, et al.

, case number 4:25-cv-02463 (“Second Derivative Case”), with the same allegations.

On April 1, 2025, the First Derivative Case and the Second Derivative Case were deemed related and assigned to the same judge and, on April 7, 2025, the First Derivative Case and the Second Derivative Case were consolidated into a single action, In re Caribou Biosciences, Inc.

Derivative Litigation , lead case number 4:25-cv-02199 (“Consolidated Derivative Action”).

The plaintiffs in the Consolidated Derivative Action filed an amended complaint on July 7, 2025.

The amended complaint largely tracked the claims from the original complaints, but it also challenged additional disclosures as false or misleading.

On August 21, 2025, the defendants filed a motion to dismiss the complaint.

On October 16, 2025, the parties filed a stipulation to voluntarily dismiss the lawsuit without prejudice, which the court granted on October 17, 2025.

Mine Safety Disclosures.

Not applicable.

Information about our Executive Officers.

The following table contains certain information about our current executive officers as of March 1, 2025.

Biographical information for our executive officers is listed in the table below.

Name Age Position(s)

Rachel Haurwitz, Ph.D.

39 President and chief executive officer;

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Tina Albertson, M.D., Ph.D.

52 Chief medical officer

Steven Kanner, Ph.D.

66 Chief scientific officer

Tim Kelly, M.B.A.

56 Chief technology officer

Ruhi Khan, M.B.A.

50 Chief business officer

Barbara McClung, J.D.

70 Chief legal officer and corporate secretary

Sriram Ryali, M.B.A.

44 Chief financial officer

Rachel Haurwitz, Ph.D., is a co-founder of Caribou and currently serves as our president and chief executive officer and as a director of our Company, positions she has held since our Company’s inception in October 2011.

Haurwitz is an inventor on patents and patent applications covering multiple CRISPR-based technologies and has co-authored several scientific papers characterizing CRISPR-Cas systems, including in Science .

From July 2014 until November 2016, Dr.

Haurwitz served on the Board of Directors of Intellia Therapeutics, Inc., of which she is a co-founder.

From November 2021 until July 2024, she served on the Board of Directors of Seer, Inc, Since February 2020, Dr.

Haurwitz has served on the Board of Directors of the Biotechnology Innovation Organization (BIO).

She received her A.B.

degree in Biological Sciences from Harvard College and her Ph.D.

in Molecular and Cell Biology from the University of California, Berkeley, where she completed her thesis research in the laboratory of Dr.

Tina Albertson, M.D., Ph.D.

, has served as our chief medical officer since August 2024.

Prior to joining Caribou, Dr.

Albertson was most recently the Chief Medical Officer and Head of Development for Lyell Immunopharma, where she built and led the clinical development function.

At Lyell, she initiated two Phase 1 clinical trials evaluating CAR-T cell and TIL therapies in solid tumors.

Previously, Dr.

Albertson was Vice President of Global Drug Development at Juno Therapeutics, a Bristol-Myers Squibb company, where she led the global development of Breyanzi(®) (lisocabtagene maraleucel) from IND to filing of the initial BLA that resulted in FDA approval in LBCL.

At Juno, she led strategic development and execution of nine global clinical trials, including four registrational trials of Breyanzi(®) in other B cell malignancies and earlier lines of therapy.

Albertson previously served as Medical Director of Clinical Development and Experimental Medicine at Seagen (formerly Seattle Genetics).

Albertson earned her M.D.

from Stanford University and completed a clinical fellowship in pediatric hematology/oncology at Seattle Children’s Hospital and a residency in pediatrics at Denver Children’s Hospital.

She earned her Ph.D.

in Cancer Biology from University of Washington and her B.S.

in Molecular Biology from the University of Oregon.

Steven Kanner, Ph.D., has served as our chief scientific officer since June 2017.

Before joining Caribou, Dr.

Kanner served as Vice President, Head of Biology at Arrowhead Pharmaceuticals, Inc., a pharmaceutical company, from September 2013 to June 2017, leading a department in discovery of RNAi therapeutics for oncology, genetic diseases, and other indications.

Prior to joining Arrowhead, he served in various positions of increasing responsibility in oncology and inflammation/immunology drug discovery at Bristol-Myers Squibb, from July 1990 to May 2003;

Agensys Corporation, a pharmaceutical company (acquired by Astellas Pharma, Inc.

in 2007), from May 2003 to June 2010;

and Astex Pharmaceuticals, Inc., from December 2010 to July 2012.

Kanner currently serves on the Board of Directors of Specific Biologics and, since 2024, serves on the Board of Directors of RegCell.

He has authored over 90 publications in both peer-reviewed journals and books and is an inventor on numerous U.S.

and foreign patents.

Kanner received his A.B.

degree in Genetics from the University of California, Berkeley, and earned his Ph.D.

in Immunology and Microbiology from the University of Miami Miller School of Medicine.

He was awarded an NIH post-doctoral fellowship grant that he completed in the Cancer Center at the University of Virginia.

Tim Kelly, M.B.A.

, has served as our chief technology officer since January 2024.

Before joining Caribou, Mr.

Kelly served from March 2022 to July 2023 as Chief Executive Officer and Board Chair at Oxford Biomedica Solutions, a spin-out of Homology Medicines, Inc.

that provides adeno-associated virus product development and manufacturing services.

Prior to Oxford Biomedica Solutions, he was Chief Operating Officer at Homology Medicines, Inc., from May 2017 to March 2022, where he led operations, process and platform development strategy, and product manufacturing strategy for gene therapy and gene editing technology.

Prior to joining Homology Medicines, Inc., Mr.

Kelly held various positions of increasing responsibility at Biogen Inc., from 1998 to 2004, at UCB Pharmaceuticals from 2005 to 2009, at Shire Pharmaceuticals LLC from June 2009 to January 2017, and at Sarepta from January to May 2017.

Kelly holds a B.S., with emphasis in engineering mechanics, from the U.S.

Air Force Academy and an M.S./M.B.A.

from Troy State University.

Ruhi Khan, M.B.A., has served as our chief business officer since November 2021.

Most recently Ms.

Khan served as Head of Business Development at Tempest Therapeutics, Inc.

and Adastra Pharmaceuticals, Inc., both biotechnology companies, from 2019 to 2021, and she provided business development and finance advice to multiple biotechnology companies from 2015 to 2021.

From 2009 to 2014, she was the Vice President of Business Development for Acorda Therapeutics, Inc., a biotechnology company.

Prior to Acorda, Ms.

Khan worked in a similar capacity at Lexicon Pharmaceuticals, Inc., a biotechnology company.

Since May 2024, Ms.

Khan has served on the Board of Directors of Edge

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Animal Health.

She started her career in venture capital with Fidelity Biosciences Group (now F-Prime Capital) and MPM Capital Advisors.

Khan holds an A.B.

in Biology from Harvard College and an M.B.A.

in healthcare management from The Wharton School, University of Pennsylvania.

Barbara McClung, J.D., has served as our chief legal officer and corporate secretary since April 2015.

Prior to joining Caribou, she was Vice President, General Counsel, and Corporate Secretary of Intarcia Therapeutics, Inc., from January 2007 to May 2013.

McClung was Chief Legal Officer and Corporate Secretary at Cygnus, Inc., from January 1998 to December 2005.

She began her career as a patent attorney with E.I.

du Pont de Nemours and Company from May 1987 to May 1989, and then was an associate at the law firm of Townsend & Townsend from June 1989 to August 1990.

McClung was Corporate Patent Counsel for the Vaccines Division at Chiron Corporation from August 1990 to January 1998.

McClung teaches biotechnology law at the University of California, Berkeley, School of Law.

She received her B.A.

in Anthropology from the University of California, San Diego, her M.A.

in Anthropology from the University of Pennsylvania, and her J.D.

from the University of Pennsylvania Law School.

McClung is a member of the California, Delaware, and Pennsylvania state bars and is a registered patent attorney before the United States Patent and Trademark Office.

Sriram Ryali, M.B.A., has served as our chief financial officer since January 2025.

Prior to joining Caribou, Mr.

Ryali served as the Chief Financial Officer of Codexis, Inc., a publicly traded provider of enzymatic solutions for therapeutics manufacturing, from January 2023 to October 2024.

Prior to that, he served as the Chief Financial Officer of Eiger BioPharmaceuticals, Inc., then a publicly traded commercial-stage biopharmaceutical company, from December 2018 to January 2023.

Prior to that, Mr.

Ryali served as Vice President, Finance from December 2017 to December 2018, and Senior Director, Finance from 2015 to 2017, at Aimmune Therapeutics, Inc., then a publicly traded biopharmaceutical company (subsequently acquired by Nestlé Health Science in 2020).

Before then, Mr.

Ryali served as Director, R&D Finance at Onyx Pharmaceuticals, Inc., a subsidiary of Amgen Inc., from 2013 to 2015, after having held a series of corporate finance positions of increasing responsibility at Onyx Pharmaceuticals, Inc., then a publicly traded biopharmaceutical company, from 2011 until its acquisition by Amgen, Inc.

Prior to that, Mr.

Ryali held a series of different finance positions of increasing responsibility at Amgen, Inc.

from 2004 to 2011.

Ryali holds a B.A.

from the University of California, Los Angeles with a double-major in Economics and Microbiology, Immunology, and Molecular Genetics, and an M.B.A.

from the UCLA Anderson School of Management.

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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 3. Legal Proceedings