[8-K] Caribou Biosciences, Inc. Reports Material Event

Rhea-AI Filing Summary

Caribou Biosciences, Inc. furnished a press release announcing its financial results for the quarter ended June 30, 2025 and provided a business update. The press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference into the disclosure.

The filing specifies that the Item 2.02 information (including Exhibit 99.1) is being furnished and therefore is not deemed "filed" under the Exchange Act, meaning it is provided for investor information without extending Section 18 liabilities. The 8-K itself does not include separate financial tables or statements beyond the furnished press release.

Insights

Financial Analyst

TL;DR: Routine earnings press release furnished; neutral market impact without disclosed financial details in the 8-K.

The company furnished a press release reporting results for the quarter ended June 30, 2025. Because the release is explicitly described as "furnished" rather than "filed," the disclosure follows common practice for distributing quarterly results while limiting Section 18 liability. The 8-K does not itself present financial tables or metrics, so investors must read Exhibit 99.1 for the actual figures. In isolation, this filing is informational and not materially transformative.

Corporate Governance Expert

TL;DR: Furnishing the press release is standard governance practice to inform stakeholders while limiting legal exposure.

The disclosure emphasizes that Item 2.02 content and Exhibit 99.1 are furnished, not filed, which preserves the company’s objective of communicating results without expanding Exchange Act liability. The filing identifies Exhibit 99.1 as the press release and includes the interactive data cover page as Exhibit 104. From a governance perspective this is a routine, compliant approach to releasing quarterly results.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2025

________________________________________

Caribou Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

________________________________________

Delaware			001-40631			45-3728228
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS 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

N/A

(Former Name or Former Address, if Changed Since Last Report)

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.0001 par value per share

CRBU

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 2.02 Results of Operations and Financial Condition.

On August 12, 2025, Caribou Biosciences, Inc., a Delaware corporation (the “Company”), issued a press release announcing the Company’s financial results for the quarter ended June 30, 2025, and providing a business update. A copy of this press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release Issued by Caribou Biosciences, Inc. on August 12, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									Caribou Biosciences, Inc.
Date:			August 12, 2025			By:			/s/ Rachel E. Haurwitz
									Rachel E. Haurwitz, Ph.D. President and Chief Executive Officer

FAQ

What did Caribou Biosciences (CRBU) disclose in this 8-K?

The company furnished a press release announcing financial results for the quarter ended June 30, 2025 and provided a business update; the press release is attached as Exhibit 99.1.

Which reporting period do the results cover for CRBU?

The press release reports results for the quarter ended June 30, 2025.

Was the press release in the 8-K filed or furnished?

The filing states the press release and Item 2.02 information were furnished, not "filed," and therefore are not subject to Section 18 liabilities.

Where can I find the press release referenced in the 8-K?

The press release is included as Exhibit 99.1 to the Current Report; the filing also references the Cover Page Interactive Data File as Exhibit 104.

Does the 8-K include financial statements or tables?

The Item states a press release was furnished and does not include separate financial tables or statements within the 8-K itself.

Who signed the 8-K for Caribou Biosciences?

The report is signed by Rachel E. Haurwitz, Ph.D., President and Chief Executive Officer.