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. ☐
Item 2.05 Costs Associated with Exit or Disposal Activities.
On October 2, 2026, the Board of Directors (the “Board”) of Caribou Biosciences, Inc. (the “Company”) approved a restructuring of the Company’s operations (the “Restructuring”) as the Company conducts a process to explore strategic alternatives to maximize stockholder value, including the planned discontinuation of clinical trials and further development activities for the Company’s 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. The reduction in workforce is anticipated to occur in phases with the majority of affected employees expected to depart in the fourth quarter of 2026 with a limited number of employees expected to remain through completion of the Company’s process of exploring strategic alternatives to support transaction execution and business wind-down activities (the “Workforce Reduction”). The Board took these actions in view of the current financing environment for allogeneic CAR-T cell therapies, which has made it increasingly challenging to secure the capital necessary to responsibly advance the Company’s allogeneic CAR-T cell therapy programs.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The employment of Sriram Ryali, the Company’s Chief Financial Officer, will terminate on the date the Company executes a binding definitive agreement for a strategic alternative, and such termination would be treated as a termination “without cause” under the Employment Agreement, dated January 2, 2025, between the Company and Mr. Ryali (the “Ryali Employment Agreement”).
Pursuant to the terms and conditions set forth in the Ryali Employment Agreement, Mr. Ryali would be entitled to receive the severance payments and benefits provided for under the Ryali Employment Agreement. The foregoing description is qualified in its entirety by reference to the Ryali Employment Agreement, which was filed as Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Item 7.01 Regulation FD Disclosure.
On October 6, 2026, the Company issued a press release announcing its decision to explore strategic alternatives, the Restructuring, and the Workforce Reduction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
Caribou Biosciences to Evaluate Strategic Alternatives — Company to evaluate strategic alternatives to maximize stockholder value — — Caribou plans to discontinue vispa-cel and CB-011 allogeneic CAR-T cell therapy programs — — Cash, cash equivalents, and marketable securities of $113.8 million as of June 30, 2026 — BERKELEY, Calif., Oct. 06, 2026 (GLOBE NEWSWIRE) — Caribou Biosciences, Inc. (Nasdaq: CRBU), a leading clinical-stage CRISPR genome-editing biopharmaceutical company, today announced that it is exploring strategic alternatives to maximize stockholder value and plans to discontinue further development activities for its two allogeneic CAR-T cell therapy programs, vispa-cel for the treatment of relapsed or refractory (r/r) B cell non-Hodgkin lymphoma and CB-011 for the treatment of r/r multiple myeloma. In line with this decision, Caribou will implement workforce and cost reductions.
“This is an extraordinarily difficult decision, particularly because it is in no way a reflection of our belief that vispa-cel and CB-011 have the potential to benefit patients. Vispa-cel is pivotal trial-ready, with FDA alignment already reached on the phase 3 clinical trial design. We believe both programs have demonstrated the potential for allogeneic CAR-T cell therapies to deliver deep and durable responses, while meaningfully expanding access for patients who urgently need treatment options,” said Rachel Haurwitz, PhD, president and CEO of Caribou. “Unfortunately, despite the progress we’ve made, the current financing environment for allogeneic CAR-T cell therapies has made it increasingly challenging to secure the capital necessary to responsibly advance these programs. As a result, we’ve made the difficult decision to evaluate strategic alternatives and plan to discontinue further development of our allogeneic CAR-T cell therapy programs. We’re deeply grateful to the patients and families who placed their trust in us, the physicians and site teams who partnered with us, and every member of the Caribou team whose skill and commitment brought these programs this far and advanced the field of cell therapy.”
Caribou’s Board of Directors approved initiating a process to evaluate strategic alternatives, including, but not limited to, a merger, acquisition, business combination, or other strategic transactions involving Caribou and/or its assets. Wedbush Securities Inc. has been engaged as the company’s exclusive financial advisor to assist in the strategic evaluation process. Caribou has not set a timeline for the completion of review of strategic alternatives and does not intend to provide further updates unless and until the Board of Directors has approved a course of action, the review process is concluded, or other disclosure is otherwise determined to be appropriate. In conjunction with this announcement, Caribou plans to discontinue further clinical development activities and implement a substantial reduction in workforce, which is expected to be mostly complete in the fourth quarter of 2026.
As of June 30, 2026, Caribou had $113.8 million in cash, cash equivalents, and marketable securities.
About vispacabtagene regedleucel Vispacabtagene regedleucel (vispa-cel; formerly known as CB-010) is an allogeneic anti-CD19 CAR-T cell therapy evaluated in patients with relapsed or refractory B cell non-Hodgkin lymphoma (r/r B-NHL). To Caribou’s knowledge, vispa-cel is the first allogeneic CAR-T cell therapy in the clinic with a PD-1 knockout, a genome-editing strategy designed to enhance CAR-T cell activity by limiting premature CAR-T cell exhaustion. Vispa-cel is pivotal trial-ready, with FDA alignment already reached on the phase 3 clinical trial design. To Caribou’s knowledge, vispa-cel is the first allogeneic CAR-T cell therapy to demonstrate safety, efficacy, and durability on par with autologous CAR-T cell therapies. The FDA granted vispa-cel Regenerative Medicine Advanced Therapy (RMAT), Fast Track, and Orphan Drug designations for B-NHL.