Pfizer invests $25M in Caribou at $5.33/sh; gains SAB seat & BCMA first negotiation rights

On June 29, 2023, Caribou Biosciences, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Pfizer Inc. (“Pfizer”), pursuant to which the Company, in a private placement transaction (the “Private Placement”), agreed to issue and sell to Pfizer 4,690,431 shares (the “Shares”) of common stock, par value $0.0001 per share, at a purchase price of $5.33 per share, for aggregate gross proceeds to the Company of approximately $25 million.

On June 29, 2023, the Company and Pfizer also entered into a Voting Agreement (the “Voting Agreement”), pursuant to which, for a period of 12 months, Pfizer agreed to cause any voting securities of the Company that Pfizer beneficially owns (within the meaning of Rules 13d-3 or 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in excess of 4.99% of the then issued and outstanding voting securities of the Company to be voted (i) with respect to any matter directly relating to remuneration of directors, directors’ insurance, or indemnification or release from liability of directors, in a manner proportionally consistent with the votes properly cast for and against by holders of voting securities not beneficially owned by Pfizer, and (ii) with respect to any other matter in which Pfizer shall have the right to vote such voting securities, in accordance with the recommendation of the Board of Directors of the Company or any applicable committee thereof.