crbu-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________

FORM 10-Q

______________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40631

______________________________________

Caribou Biosciences, Inc.

(Exact Name of Registrant as Specified in its Charter)

______________________________________


Delaware						45-3728228
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2929 7th Street, Suite 105 Berkeley, California						94710
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (510) 982-6030

______________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

CRBU

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 3, 2025, the registrant had 93,468,038 shares of common stock, $0.0001 par value per share, outstanding.

Tabl e of Contents

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Stockholders’ Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II.	OTHER INFORMATION	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	35
Item 6.	Exhibits	36
Signatures		37

Tabl e of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share amounts)


	September 30, 2025		December 31, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	11,144	$	16,293
Marketable securities, short-term	136,115		193,244
Accounts receivable	242		265
Contract assets	860		1,158
Other receivables	1,828		1,828
Prepaid expenses and other current assets	5,317		6,589
Total current assets	155,506		219,377
NON-CURRENT ASSETS
Investments in equity securities	143		9,276
Marketable securities, long-term	11,953		39,849
Property and equipment, net	7,598		19,281
Operating lease, right of use assets	16,004		20,009
Other assets	3,780		5,521
TOTAL ASSETS	$	194,984	$	313,313
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	3,804	$	2,476
Accrued expenses and other current liabilities	19,350		23,620
Operating lease liabilities, current	2,687		1,426
Deferred revenue ($1,865 and $2,487 from related party as of September 30, 2025, and December 31, 2024, respectively)	2,217		3,129
Total current liabilities	28,058		30,651
LONG-TERM LIABILITIES
Deferred revenue, net of current portion ($0 and $1,243 from related party as of September 30, 2025, and December 31, 2024, respectively)	1,756		3,317
MSKCC success payments liability	—		785
Operating lease liabilities, non-current	22,777		25,061
Deferred tax liabilities	548		548
Total liabilities	53,139		60,362
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS’ EQUITY
Common stock, par value $0.0001 per share, 300,000,000 shares authorized as of September 30, 2025, and December 31, 2024; 93,468,038 and 92,378,577 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively	9		9
Additional paid-in-capital	711,770		701,077
Accumulated other comprehensive income	93		255
Accumulated deficit	(570,027)		(448,390)
Total stockholders’ equity	141,845		252,951
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	194,984	$	313,313

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

Tabl e of Contents

CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Licensing and collaboration revenue (including $622 and $1,865 for the three and nine months ended September 30, 2025, respectively, and $622 and $3,488 for the three and nine months ended September 30, 2024, respectively, from related parties)	$	2,198	$	2,024	$	7,218	$	7,917
Operating expenses:
Research and development	22,401		30,421		85,624		99,689
General and administrative	9,197		9,841		29,335		35,969
Impairment charges	—		—		12,150		—
Total operating expenses	31,598		40,262		127,109		135,658
Loss from operations	(29,400)		(38,238)		(119,891)		(127,741)
Other income (expense):
Impairment of equity investment	—		—		(9,158)		—
Change in fair value of the MSKCC success payments liability	—		(164)		785		1,934
Other income, net	1,852		3,718		6,627		12,192
Total other income (expense)	1,852		3,554		(1,746)		14,126
Net loss	(27,548)		(34,684)		(121,637)		(113,615)
Other comprehensive income (loss)
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax	53		1,108		(162)		759
Net comprehensive loss	$	(27,495)	$	(33,576)	$	(121,799)	$	(112,856)
Net loss per share, basic and diluted	$	(0.30)	$	(0.38)	$	(1.31)	$	(1.26)
Weighted-average common shares outstanding, basic and diluted	93,293,099		90,455,900		93,002,678		90,034,799

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

Tabl e of Contents

CARIBOU BIOSCIENCES, INC. AND ITS SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(in thousands, except share amounts)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
BALANCE—December 31, 2024	92,378,577	$	9	$	701,077	$	255	$	(448,390)	$	252,951
Issuances of common stock under ESPP	408,282	—		468		—		—		468
Issuances of common stock upon vesting of RSUs	217,743	—		—		—		—		—
Stock-based compensation expense	—	—		3,882		—		—		3,882
Net loss	—	—		—		—		(39,991)		(39,991)
Other comprehensive loss	—	—		—		(88)		—		(88)
BALANCE—March 31, 2025	93,004,602	$	9	$	705,427	$	167	$	(488,381)	$	217,222
Issuances of common stock on exercises of options	15,000	—		6		—		—		6
Issuances of common stock upon vesting of RSUs	103,637	—		—		—		—		—
Stock-based compensation expense	—	—		3,129		—		—		3,129
Net loss	—	—		—		—

SEC Form 10-Q filed by Caribou Biosciences Inc.