Caribou Biosciences, Inc.

Current report

Our exploration of strategic alternatives may not result in any transaction, and we cannot predict the timing, structure, or terms of any transaction that may result.

Current report

On October 6, 2026, we announced that, on October 2, 2026, our Board approved a restructuring of our operations, including the planned discontinuation of clinical trials and further development activities for our allogeneic CAR-T cell therapy programs, vispacabtagene regedleucel (“vispa-cel”) and CB-011, a substantial reduction of the Company’s workforce, and other cost reduction measures, as we conduct a process to explore strategic alternatives to maximize stockholder value, which may include, but are not limited to, a merger, acquisition, business combination, or other strategic alternative transactions involving our company and/or its assets, including dissolution and liquidation. Our Board has established a transaction committee to oversee the strategic alternative process and engaged Wedbush Securities Inc. as our exclusive financial advisor. We have not set a timeline for the completion of this process, we have not made any decision to pursue any particular alternative, and we do not intend to provide further updates unless and until our Board has approved a course of action, the process has concluded, or disclosure is otherwise determined to be appropriate or required.

Current report

The process of exploring strategic alternatives is subject to significant uncertainty. We may not identify a counterparty willing to enter into a transaction with us, and any counterparty we do identify may not be willing to do so on terms our Board considers acceptable. Our ability to complete a transaction will depend on factors outside our control, including the number of companies seeking similar transactions, the availability of capital to potential counterparties, prevailing conditions in the biotechnology sector and the capital markets generally, the perceived value of our cash resources, our intellectual property and clinical data, and the willingness of counterparties to assume our remaining contractual and other obligations. A number of biotechnology companies have in recent periods announced they are pursuing strategic alternatives and are competing for a limited pool of potential transaction partners, which may reduce the number and quality of opportunities available to us and adversely affect the terms on which any transaction may be completed.

Current report

Even if we identify a transaction, negotiating and completing it may take significantly longer than we anticipate, and any agreement we enter into may be subject to closing conditions, including stockholder approval, regulatory approvals, and third-party consents, that may not be satisfied. A counterparty may terminate an agreement with us, or the transaction may otherwise fail to close, and we may be required to pay a termination fee or reimburse expenses in connection with such a termination. If we are unable to complete a strategic transaction within a reasonable period of time, or at all, our Board may determine to pursue a dissolution and liquidation of our company, as described below, or we may be required to continue to incur operating expenses while we evaluate other alternatives, which would reduce the resources available to our stockholders.

Current report

Any strategic transaction we complete may not enhance stockholder value, may substantially dilute our stockholders, and would expose our stockholders to the risks of a different business.

Current report

There can be no assurance that any transaction resulting from our strategic alternatives process will deliver the anticipated benefits or enhance stockholder value. The value our stockholders receive in any transaction may be less than the current market price of our common stock, less than our net cash per share, or otherwise less than what stockholders might have received under a different alternative, including a dissolution and liquidation.

Current report

If we complete a merger or other business combination, including a transaction in which a privately held company merges with us in exchange for a controlling equity stake (commonly referred to as a “reverse merger”), we would expect to issue a significant number of shares of our common stock or other securities, and our existing stockholders would likely own a minority of the combined company. The exchange ratio or other consideration in such a transaction would likely be determined based in large part on our net cash at closing relative to the negotiated valuation of the counterparty, and our existing stockholders would bear the risk that the counterparty’s business, product candidates, and prospects are not as valuable as negotiated. The combined company would be subject to the risks inherent in the counterparty’s business, which may be in a different therapeutic area or stage of development than our historical business and about which our stockholders would have limited information at the time they are asked to approve the transaction. The combined company may also require substantial additional capital, which may not be available on acceptable terms, and may fail to achieve its development, regulatory, or commercial objectives.

Current report

In connection with any such transaction, we may also be required to enter into a contingent value rights (“CVR”) agreement or similar arrangement under which our pre-transaction stockholders would be entitled to a portion of the proceeds, if any, from the future disposition of our legacy assets. Any such rights would be unsecured and non-transferable, would depend on the combined company’s efforts to monetize assets that it may have little incentive to pursue, and may never result in any payment to our stockholders.

Current report

Our strategic alternatives process is costly, is diverting the attention of our management and remaining employees, and has created uncertainty that may adversely affect our relationships with employees, counterparties, and other third parties.

Current report

We have incurred and expect to continue to incur substantial costs in connection with our pursuing strategic alternatives, including fees payable to our financial advisor, Wedbush Securities Inc., legal, accounting, and other professional fees, employee severance and retention costs, and the costs of discontinuing our clinical programs. These costs will reduce the cash available to us and, accordingly, the value available to our stockholders in any strategic alternative transaction, and many of these costs will be incurred whether or not a transaction is completed.

Current report

Pursuing strategic alternatives requires a significant amount of time and attention from our Board and our remaining management team. The diversion of management attention may impair our ability to manage the orderly discontinuation of our clinical trials and other operations; to satisfy our ongoing regulatory, reporting, and contractual obligations; and to maintain effective internal control over financial reporting. In addition, the public announcement that we are pursuing strategic alternatives and the uncertainty regarding our future may cause our remaining employees to seek other employment; may cause clinical trial sites, licensors, licensees, and other counterparties to seek to terminate, renegotiate, or decline to renew their agreements with us; and may make it more difficult for us to enter into new arrangements on favorable terms. We may also become the subject of speculation, media commentary, or stockholder activism, which could further distract management and increase our costs.

Current report

If we do not complete any strategic alternative transaction, we may dissolve and liquidate, and the amount of cash, if any, available for distribution to our stockholders is uncertain and may be substantially less than the current market price of our common stock.

Current report

If our Board determines that a strategic alternative transaction is not reasonably available on acceptable terms, or if a transaction we agree to is not completed, our Board may determine that a dissolution and liquidation of our company is in the best interests of our stockholders. Under Delaware law, a dissolution would require the approval of our Board and the holders of a majority of our outstanding shares of common stock, and the process of soliciting and obtaining stockholder approval would take time and involve additional expense.

Current report

The amount of cash, if any, that would be available for distribution to our stockholders in a liquidation is subject to significant uncertainty and cannot be predicted at this time. Before making any distribution, we would be required to pay or make reasonable provision for all of our known liabilities and for claims that are contingent, conditional, or not yet known, including obligations under our facility leases, licenses and other contracts, severance and benefit obligations, potential indemnification obligations to our current and former directors and officers, and the costs of winding up our operations and business, which may include the cost of maintaining insurance and continuing to comply with our public company reporting obligations for an extended period. Delaware law also permits our stockholders to be held liable, to the extent of amounts distributed to them, for claims against our company that arise after distributions are made if we do not follow certain statutory procedures. In order to protect against these claims, we may be required to withhold a substantial portion of our assets in a contingency reserve for a period of years, which would delay and reduce distributions to stockholders. The amount ultimately distributed could be substantially less than the price at which our common stock currently trades, and any distributions may be made in installments over an extended period. In addition, if we were to dissolve, we would expect our common stock to be delisted from Nasdaq and our stock transfer books to be closed, after which stockholders would be unable to transfer their shares.

Current report

We plan to discontinue our clinical trials and further development of our CAR-T cell therapy product candidates and our ability to realize value from these assets is uncertain.

Current report

On October 6, 2026, we announced that, on October 2, 2026, our Board approved a process to explore strategic alternatives, including the planned discontinuation of clinical trials and further development activities for vispa-cel, our allogeneic anti-CD19 CAR-T cell therapy product candidate for patients with relapsed or refractory B cell non-Hodgkin lymphoma, and CB-011, our allogeneic anti-B cell maturation antigen (“BCMA”) CAR-T cell therapy product candidate for patients with relapsed or refractory multiple myeloma. These were our only product candidates in clinical development, and we do not intend to initiate ANTLER-3, our previously planned pivotal phase 3 clinical trial for vispa-cel, or to continue enrollment in the CaMMouflage phase 1 clinical trial for CB-011. As a result, our ability to realize value for our stockholders depends on our ability to monetize these and other remaining assets, including our cash, cash equivalents, and marketable securities, our intellectual property relating to our chRDNA genome-editing technology and to our product candidates, our clinical and manufacturing data and know-how, and our existing intellectual property licenses.

Current report

The value of these assets to a potential acquirer is uncertain and may be substantially less than the amounts we have invested in these assets. Our decision to discontinue our clinical programs was driven by the financing environment for allogeneic CAR-T cell therapies rather than by clinical results, but potential counterparties may nevertheless view that decision, or the discontinuation of our clinical trials, as diminishing the value of our programs, and the same financing environment that led to our decision may limit the universe of parties able or willing to acquire our assets. The value of our intellectual property may also be affected by the outcome of pending or future patent proceedings, by the terms of our in-license and out-license agreements, which we intend to terminate or renegotiate in connection with our restructuring, and by developments in competing genome-editing and cell therapy technologies.

Current report

Discontinuing our clinical trials in an orderly manner also requires us to satisfy ongoing obligations to patients, clinical trial sites, regulatory authorities, and institutional review boards (“IRBs”), including obligations relating to patient safety follow-up for patients previously treated with our investigational CAR-T cell therapy product candidates. These obligations may continue for a period of years, may be more costly or time-consuming than we anticipate, and may be difficult to transfer to a counterparty in any transaction. Having announced the discontinuation of our clinical programs and reduced our workforce, we would face significant obstacles if we or any acquirer later sought to resume development of vispa-cel or CB-011, including the loss of personnel and institutional knowledge; the expiration or termination of contracts with clinical research organizations (“CROs”), clinical sites, suppliers, and contract manufacturing organizations (“CMOs”); insufficient supply of clinical products; and the need to re-establish regulatory interactions.

Current report

Our 2026 restructuring and workforce reduction may not achieve the anticipated cost savings, may result in costs greater than we currently estimate, and may impair our ability to retain the personnel necessary to complete our strategic alternatives process and wind down our operations.

Current report

In connection with the discontinuation of our clinical development programs, we are implementing a substantial reduction in our workforce, which is expected to occur in phases, with the majority of affected employees expected to depart in the fourth quarter of 2026 and a limited number of employees expected to remain through the completion of our strategic alternatives process to support transaction execution and discontinuation of our clinical programs and to wind down our operations. We currently estimate that we will incur restructuring expenses of approximately $15.0 million to $19.0 million in total, consisting primarily of one-time severance payments, continued healthcare coverage, and related costs of approximately $10.0 million to $11.0 million and costs to discontinue the ANTLER and CaMMouflage phase 1 clinical trials of approximately $5.0 million to $8.0 million, a substantial portion of which we expect to recognize in the fourth quarter of 2026.

Current report

These estimates are subject to a number of assumptions, and our actual costs may differ materially. We have not yet been able to estimate the amount or range of other charges we may incur, including charges relating to our facility leases, the termination of contracts and intellectual property licensing agreements, and the impairment of long-lived assets, and these charges could be substantial. We may also incur additional costs that we do not currently anticipate, including costs arising from claims by former employees or counterparties, and the cost savings we expect to achieve may be delayed or may be less than anticipated, including because certain costs, such as lease payments and public company compliance, will continue regardless of our reduced headcount.

Current report

Our phased workforce reduction will result in the loss of institutional knowledge and expertise, and the employees who remain with us will have additional responsibilities. Our ability to completely discontinue our clinical programs, to satisfy our regulatory and reporting obligations, to maintain the value of our intellectual property, and to negotiate and complete a strategic alternative transaction depends on our ability to retain these remaining employees, each of whom may terminate his or her employment at any time. The loss of key personnel during this period could delay or prevent the completion of a transaction, impair the orderly wind-down of our operations, and adversely affect our ability to maintain effective internal control over financial reporting and disclosure controls and procedures.

Current report

Our cash resources will decline as we conduct our strategic alternatives process and wind down our operations, and the amount of cash we retain will significantly affect the value available to our stockholders in any strategic alternative transaction.

Current report

As of September 30, 2026, we had cash, cash equivalents, and marketable securities of $94.8 million. We expect to use a substantial portion of these resources to fund severance and other restructuring costs; the discontinuation of our clinical programs; our continuing lease, license, and other contractual obligations; professional fees relating to our strategic alternatives process; and our general and administrative and public company costs during the pendency of the strategic alternatives process. In the context of a strategic alternative transaction, the consideration payable to our stockholders is typically determined by reference to the value of our public Nasdaq listing, if applicable, and our net cash at or near closing, the amount available for distribution is the cash remaining after all liabilities, including any lease termination costs, which may be substantial, have been paid or provided for. Accordingly, each dollar we expend before a strategic alternative transaction is completed directly reduces the value our stockholders may receive, and delays in completing a transaction will reduce that value further.

Current report

Our estimates of the costs of the discontinuation of our clinical programs and wind-down of our operations and of the strategic alternatives process may prove to be inaccurate, and we may incur unanticipated expenses, including as a result of claims or disputes with counterparties, former employees, or stockholders. We do not currently intend to raise additional capital to fund development activities, and our ability to raise capital for any purpose, including under our at-the-market equity offering program, may be limited by the uncertainty surrounding our strategic alternatives process, the price and trading volume of our common stock, and our status as a company without an active development program. If our cash resources prove insufficient to complete the wind-down of our operations and satisfy our liabilities, we may be unable to complete a strategic alternative transaction or to make any distribution to our stockholders.

Current report

We may be unable to maintain the listing of our common stock on Nasdaq during the pendency of our strategic alternatives process, and any reverse merger or similar transaction would be subject to Nasdaq’s initial listing requirements.

Current report

Our common stock is listed on the Nasdaq Global Select Market, and our continued listing is subject to compliance with Nasdaq’s continued listing standards, including the $1.00 minimum bid price requirement and the requirements relating to the market value and number of publicly held shares, as described in our Form 10-K. The announcement of our strategic alternatives process and the discontinuation of our development programs has adversely affected the market price and trading volume of our common stock, which could cause us to fall out of compliance with one or more of these standards. Following our October 6, 2026 announcement that we are evaluating strategic alternatives, our stock price has consistently been below the $1.00 minimum bid price requirement. Nasdaq also has broad discretionary authority under its listing rules to delist the securities of a company that it determines has become a “public shell,” which may include a company that has ceased substantially all of its operating activities, and Nasdaq may apply additional or more stringent criteria to us as a result of our discontinuation of development activities and reduction in workforce, regardless of our compliance with the quantitative continued listing standards.

Current report

If we complete a reverse merger or a similar business combination, Nasdaq’s rules would generally require the combined company to satisfy Nasdaq’s initial listing requirements, which are more stringent than the continued listing requirements, and to submit a new listing application, before the transaction may be completed. The combined company may be unable to satisfy those requirements, and a transaction that is otherwise attractive may need to be restructured, delayed, or abandoned as a result. In order to satisfy the minimum bid price or other requirements in connection with a transaction or otherwise, we may seek to effect a reverse stock split, which could have the adverse consequences described in our Form 10-K. If our common stock is delisted from Nasdaq, whether before or in connection with a transaction, the liquidity and market price of our common stock would likely be adversely affected, our common stock could become subject to the “penny stock” rules, and our ability to complete a strategic alternative transaction, to issue securities, and to attract transaction counterparties could be significantly impaired.

Current report

The market price of our common stock may be highly volatile and may be driven by speculation regarding our strategic alternatives process, and we may become the target of securities litigation or stockholder activism.

Current report

The market price of our common stock has been volatile and may become more so as a result of our strategic alternatives process. The price of our common stock may fluctuate significantly in response to actual or rumored developments in our strategic alternatives process, speculation in the media or investment community regarding potential transactions or counterparties, announcements by other companies that have pursued or completed similar transactions, changes in the market’s assessment of the value of our cash resources or remaining assets, and sales of our common stock by existing stockholders, including stockholders whose investment objectives are not consistent with an extended strategic alternatives process. Because we do not intend to provide updates regarding our process unless and until our Board has approved a course of action or disclosure is otherwise appropriate or required, periods of limited information may contribute to volatility and speculation. Our common stock may trade at a price below our net cash per share for an extended period, and stockholders who sell their shares during the pendency of our review may receive less than the value that may ultimately be realized in a strategic alternative transaction, or more than that value if such a transaction yields less than the market price.

Current report

Companies that have experienced significant declines in their stock price or that have announced strategic alternative transactions have frequently been the subject of securities class action litigation and stockholder demands, derivative claims, or activist campaigns, and we have been subject to securities class action litigation in the past. Any such litigation or activism, whether or not meritorious, could result in substantial costs, divert the attention of our Board and management, delay or prevent the completion of a transaction, and adversely affect the value available to our stockholders. In connection with any transaction requiring stockholder approval, stockholders may also assert claims challenging the transaction or the adequacy of our disclosure, which could delay or increase the cost of the transaction.

Current report

We have significant continuing obligations under our facility leases, license agreements, and other contracts that we may be unable to terminate, sublease, or renegotiate on acceptable terms.

Current report

We lease office and laboratory space in Berkeley, California, under leases that extend beyond the period in which we expect to need the space, and we have previously reduced our use of this space and recognized impairment charges relating to the associated leasehold improvements and right-of-use assets. In connection with our restructuring, we intend to seek to sublease our facilities or terminate our leases, which could result in substantial lease termination costs. We may be unable to sublease our facilities on acceptable terms or at all, including as a result of conditions in the Bay Area commercial real estate market and the specialized nature of our laboratory space, and our landlords may be unwilling to agree to early termination or may require substantial payments to do so.

Current report

We plan to terminate applicable CRO, clinical site, CMO, supply, and other contracts, and to resolve various intellectual property licensing arrangements, including our CRISPR-Cas9 license from The Regents of the University of California and the University of Vienna, as well as our license agreements with Intellia Therapeutics, Inc. and Pioneer Hi-Bred International, Inc. For additional information on our license agreements, refer to the section titled “Business — Strategic Agreements” in our Form 10-K. Our license agreements and other contracts may require us to make payments upon termination, may not permit termination for convenience, or may impose continuing obligations, including obligations relating to the maintenance and prosecution of licensed patents, that will continue to consume cash. Any potential counterparty in a strategic alternative transaction may be unwilling to assume these obligations, or may reduce the consideration payable to our stockholders to reflect them, and these obligations would need to be satisfied or reserved for before any distribution to stockholders, if applicable. Disputes with our landlords, licensors, licensees, or other counterparties regarding agreement terminations or amounts owed could result in litigation, delay, and additional costs.