S-8 1 ck1619856-s8.htm S-8 CRBU 2022 ck1619856-s8.DOCX.htm

As filed with the Securities and Exchange Commission on March 21, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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 Number)

 

 

2929 7th Street, Suite 105
Berkeley, CA

 

94710

(Address of Principal Executive Offices)

 

(Zip Code)

Caribou Biosciences, Inc. 2021 Equity Incentive Plan

Caribou Biosciences, Inc. 2021 Employee Stock Purchase Plan

(Full Title of the Plan)

Rachel E. Haurwitz, Ph.D.

President and Chief Executive Officer

Caribou Biosciences, Inc.

2929 7th Street, Suite 105

Berkeley, California 94710

(510) 982-6030

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

 

 

 

 

 

Ashok W. Mukhey, Esq.

Wendy A. Grasso, Esq.

Reed Smith LLP

1901 Avenue of the Stars, Suite 700

Los Angeles, California 90067

Telephone: (310) 734-5200

 

Barbara G. McClung, Esq.

Caribou Biosciences, Inc.

2929 7th Street, Suite 105

Berkeley, California 94710

Telephone: (510) 982-6030

 

Jeffrey G. Aromatorio, Esq.

Reed Smith LLP

225 Fifth Avenue

Pittsburgh, Pennsylvania 15222

Telephone: (412) 288-3364

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 7(a)(2)(B) of the Securities Act.

 


 

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Caribou Biosciences, Inc., a Delaware corporation (the “Registrant”), relating to 3,013,157 shares of its common stock, par value $0.0001 per share (the “Common Stock”), to be issued pursuant to the Registrant’s 2021 Equity Incentive Plan (“2021 EIP”) and 602,631 shares of Common Stock to be issued pursuant to the Registrant’s 2021 Employee Stock Purchase Plan (“2021 ESPP”), which Common Stock is in addition to the 6,134,526 shares of Common Stock already issuable under the 2021 EIP and the 511,000 shares of Common Stock already issuable under the 2021 ESPP as registered on the Registrant’s Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 26, 2021 (File No. 333-258173) (the “Prior Registration Statement”). These additional shares of Common Stock have been reserved for issuance as a result of the operation of the “evergreen” provision in the Registrant’s 2021 EIP and 2021 ESPP, which provides that the total number of shares subject to such plan will be increased each year pursuant to a specified formula.

 

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and it is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

In this registration statement, Caribou Biosciences, Inc. is sometimes referred to as “Registrant,” “we,” “us,” or “our.”

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by Caribou Biosciences, Inc. (the “Registrant”) with the Commission are incorporated by reference into this Registration Statement:

 

 

(a)

Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Commission on March 21, 2022;

 

(b)

Registrant’s Current Report on Form 8-K filed with the Commission on January 18, 2022 and Current Report on Form 8-K filed with the Commission on January 19, 2022; and

 

(c)   The description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed on July 19, 2021 (File No. 001-40631) under the Exchange Act of 1934, as amended (the “Exchange Act”), as updated by the description of the Registrant’s capital stock contained in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2021, including any amendment or report filed for the purpose of updating such description.

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all of the shares of Common Stock offered have been sold or that deregisters all of such shares then remaining unsold shall be deemed


to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 8. Exhibits.

Reference is made under this Item 8 to the Exhibit Index included in this Registration Statement.


Exhibit Index

 

 

 

Exhibit
Number

 

Exhibit Description

 

 

4.1

 

Amended and Restated Certificate of Incorporation, as currently in effect (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40631), filed with the Commission on July 28, 2021).

 

 

4.2

 

Amended and Restated Bylaws, as currently in effect (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40631), filed with the Commission on July 28, 2021).

 

 

5.1

 

Opinion of Reed Smith LLP.

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm.

 

 

23.2

 

Consent of Reed Smith LLP (reference is made to Exhibit 5.1).

 

 

24.1

 

Power of Attorney (reference is made to the signature page hereto).

 

 

99.1

 

2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.6 to the Registrant’s Registration Statement on Form S-8 (File No. 333-258173), filed with the Commission on July 26, 2021).

 

 

99.2

 

Form of Employee Stock Option Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated herein by reference to Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K (File No. 001-40631), filed with the Commission on March 21, 2.

 

 

99.3

 

Form of Non-Employee Director Stock Option Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated herein by reference to Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K (File No. 001-40631), filed with the Commission o

 

 

99.4

 

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan of the Registrant (incorporated herein by reference to Exhibit 10.52 to the Registrant’s Current Report on Form 10-K (File No.

 

 

 

99.5

 

2021 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 99.7 to the Registrant’s Registration Statement on Form S-8 (File No. 333-258173), filed with the Commission on July 26, 2021).

 

 

 

107

 

Filing Fee Table

 

 

 

 



 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Berkeley, State of California, on this 21st day of March, 2022.

 

 

 

Caribou Biosciences, Inc.

 

 

By:

 

/s/ Rachel E. Haurwitz

 

 

Rachel E. Haurwitz

 

 

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Rachel E. Haurwitz, Barbara G. McClung, and Jason V. O’Byrne and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

 

 

 

 

Signature

 

Title

 

Date

 

 

 

/s/ Rachel E. Haurwitz

Rachel E. Haurwitz

 

President and Chief Executive Officer and Director

(Principal Executive Officer)

 

March 21, 2022

 

 

 

/s/ Jason V. O’Byrne

Jason V. O’Byrne

 

Chief Financial Officer

(Principal Financial Officer)

 

March 21, 2022

 

 

 

/s/ Ryan Fischesser

Ryan Fischesser

 

Controller

(Principal Accounting Officer)

 

March 21, 2022

 

 

 

/s/ Scott Braunstein

Scott Braunstein

 

Director

 

March 21, 2022

 

 

 

/s/ Andrew Guggenhime

Andrew Guggenhime

 

Director

 

March 21, 2022

 

 

 

/s/ Dara Richardson-Heron

Dara Richardson-Heron

 

Director

 

March 21, 2022

 

 

 

/s/ Natalie Sacks

Natalie Sacks

 

Director

 

March 21, 2022

 

 

 


/s/ Nancy Whiting

Nancy Whiting

 

 

Director

 

March 21, 2022

/s/ Ran Zheng

Ran Zheng

 

Director

 

March 21, 2022