Statistik Asas
| CIK | 1789972 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cullinan Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| September 4, 2025 |
CORPORATE OVERVIEW September 2025 CORPORATE OVERVIEW September 2025 Important Notice and Disclaimers This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. |
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| September 4, 2025 |
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): September 04, 2025 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Com |
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| August 7, 2025 |
EXHIBIT 10.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. License Agreement By And Between Cullinan Therapeutics, Inc. And Chongqing Genrix Biopharmaceutical Co., |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLINAN T |
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| August 7, 2025 |
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 07, 2025 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commis |
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| August 7, 2025 |
Exhibit 99.1 Cullinan Therapeutics Provides Corporate Update and Reports Second Quarter 2025 Financial Results CLN-978 program now actively enrolling across Phase 1 studies in systemic lupus erythematosus (SLE), rheumatoid arthritis (RA) and Sjögren’s disease BCMA-directed bispecific T cell engager velinotamig in-licensed from Genrix Bio Zipalertinib REZILIENT1 pivotal results shared in oral prese |
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| June 12, 2025 |
FORM 8-K Item 5.07 Submission of Matters to a Vote of Security Holders. 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): June 12, 2025 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commissi |
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| June 4, 2025 |
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): June 04, 2025 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commissi |
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| June 4, 2025 |
June 2025 Cullinan Therapeutics Licensing of velinotamig (BCMAxCD3) from Genrix Bio Exhibit 99. |
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| June 4, 2025 |
Exhibit 99.1 Cullinan Therapeutics Licenses Rights to Velinotamig, a Clinical-Stage BCMA-Directed Bispecific T Cell Engager, from Genrix Bio for Development in Autoimmune Diseases Advances Cullinan’s leadership in T cell engager (TCE) development for autoimmune diseases with both a CD19 TCE and BCMA TCE in its pipeline Strengthens Cullinan portfolio of autoimmune programs with the opportunity to a |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLINAN |
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| May 8, 2025 |
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): May 08, 2025 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 8, 2025 |
Cullinan Therapeutics Provides Corporate Update and Reports First Quarter 2025 Financial Results Company received approval from European Medicines Agency (EMA) for CLN-978; Phase 1 study in active, difficult-to-treat rheumatoid arthritis to initiate in Q2 2025 CLN-978 expands into Sjögren’s disease; Phase 1 study in active, moderate to severe patients to initiate in the U. |
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| May 8, 2025 |
Exhibit 10.1 EXECUTION VERSION CONFIDENTIAL Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. AMENDMENT THREE TO THE COLLABORATION AGREEMENT THIS AMENDMENT THREE (this “Amendment”), dated Marc |
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| May 8, 2025 |
Non-Employee Director Compensation Policy. Exhibit 10.2 CULLINAN THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Cullinan Therapeutics, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its s |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| February 27, 2025 |
As filed with the Securities and Exchange Commission on February 27, 2025 As filed with the Securities and Exchange Commission on February 27, 2025 Registration No. |
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| February 27, 2025 |
Exhibit 10.8 EXECUTION VERSION CONFIDENTIAL Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. AMENDMENT ONE TO THE COLLABORATION AGREEMENT THIS AMENDMENT ONE (this “Amendment”), dated April 30 |
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| February 27, 2025 |
List of Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization Cullinan Amber Corp. Delaware Cullinan Florentine Corp. Delaware Cullinan Mica Corp. Delaware Cullinan Securities Corp. Massachusetts |
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| February 27, 2025 |
Exhibit 99.1 Cullinan Therapeutics Provides Corporate Update and Reports Fourth Quarter and Full Year 2024 Financial Results Initial clinical data from global Phase 1 study of CLN-978 in Systemic Lupus Erythematosus (SLE) expected in Q4 2025; CLN-978 remains the first and only development-stage CD19 T cell engager in an autoimmune disease clinical trial in the U.S. Zipalertinib pivotal Phase 2b st |
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| February 27, 2025 |
Exhibit 10.9 CONFIDENTIAL Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. AMENDMENT 2 TO THE COLLABORATION AGREEMENT THIS AMENDMENT 2 (this “Amendment 2”), dated July 11, 2024 (the “Amendmen |
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| February 27, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 27, 2025 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Comm |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39856 CULLINAN THERA |
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| February 27, 2025 |
Exhibit 10.34 Certain confidential information contained in this document, marked by [***], has been omitted because it is not material and would likely cause competitive harm to Cullinan Therapeutics, Inc. if publicly disclosed. Massachusetts Institute of Technology and Cullinan Amber Corp. THIRD AMENDMENT This Third Amendment, effective as of December 20th, 2023 (the “Third Amendment Effective D |
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| February 27, 2025 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Cullinan Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0. |
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| February 27, 2025 |
Exhibit 19.1 CULLINAN THERAPEUTICS, INC. INSIDER TRADING POLICY I. INTRODUCTION This Insider Trading Policy (the “Policy”) applies to all Insiders and Affiliated Persons (each as defined below) of Cullinan Therapeutics, Inc. (the “Company”). This Policy is designed to prevent insider trading or the appearance of impropriety, to satisfy the Company’s obligation to reasonably supervise the activitie |
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| January 29, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): January 28, 2025 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commi |
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| January 29, 2025 |
Exhibit 99.1 Taiho Pharmaceutical, Taiho Oncology, and Cullinan Therapeutics Announce Primary Endpoint Met in Phase 2b Trial of Zipalertinib in Patients with Non-Small Cell Lung Cancer Harboring EGFR Exon 20 Insertion Mutations Who Have Received Prior Therapy TOKYO, Japan, PRINCETON, New Jersey, CAMBRIDGE, Massachusetts, January 28, 2025 — Taiho Pharmaceutical Co., Ltd., Taiho Oncology, Inc., and |
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| November 14, 2024 |
SC 13G/A 1 sc13ga507422cgem11142024.htm AMENDMENT NO. 5 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 5)1 Cullinan Therapeutics, Inc. (Name of Issuer) Common Stock, par val |
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| November 14, 2024 |
CGEM / Cullinan Therapeutics, Inc. / Blue Owl Capital Holdings LP - SC 13G/A Passive Investment SC 13G/A 1 ef20038685sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* CULLINAN THERAPUTICS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 230031106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Stateme |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 07, 2024 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Comm |
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| November 7, 2024 |
Exhibit 99.1 Cullinan Therapeutics Provides Corporate Update and Reports Third Quarter 2024 Financial Results Global Phase 1 study of CLN-978 in systemic lupus erythematosus (SLE) cleared to initiate in U.S. and Australia; initial clinical data expected in Q4 2025 CLN-619 on-track for initial expansion cohort data in endometrial and cervical cancers in Q2 2025 Zipalertinib pivotal Phase 2b study e |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLI |
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| October 16, 2024 |
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): October 16, 2024 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commi |
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| October 16, 2024 |
Exhibit 99.1 Cullinan Therapeutics Receives U.S. FDA Clearance of Investigational New Drug Application for CLN-978 Administered Subcutaneously in Patients with Moderate to Severe Systemic Lupus Erythematosus CLN-978 is the first development stage CD19 T cell engager to receive U.S. FDA IND clearance in autoimmune diseases CAMBRIDGE, Mass., Oct. 16, 2024 (GLOBE NEWSWIRE) - Cullinan Therapeutics, In |
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| October 16, 2024 |
CORPORATE OVERVIEW October 2024 CORPORATE OVERVIEW October 2024 Important Notice and Disclaimers This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. |
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| September 17, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): September 17, 2024 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Com |
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| September 17, 2024 |
Exhibit 99.1 Cullinan Therapeutics Receives Approval to Initiate its Global Phase 1 Clinical Trial of CLN-978 for the Treatment of Systemic Lupus Erythematosus Phase 1 clinical trial is designed to assess the safety, pharmacokinetics and initial clinical activity of CLN-978 for patients with systemic lupus erythematosus The trial will be conducted in multiple sites in Australia as well as other co |
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| August 8, 2024 |
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 08, 2024 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commis |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLINAN T |
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| August 8, 2024 |
Exhibit 99.1 Cullinan Therapeutics Provides Corporate Update and Reports Second Quarter 2024 Financial Results Investigational New Drug (IND) application for CLN-978 in systemic lupus erythematosus (SLE) remains on track to be filed in third quarter of 2024 Company to pursue rheumatoid arthritis (RA) as second autoimmune indication for CLN-978 development CLN-619 combination therapy data presented |
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| June 27, 2024 |
Submission of Matters to a Vote of Security Holders 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): June 26, 2024 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commissi |
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| June 4, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-279452 PROSPECTUS Cullinan Therapeutics, Inc. Up to 14,421,070 Shares of Common Stock Pre-Funded Warrants to Purchase Up to 315,790 Shares of Common Stock This prospectus relates to the disposition, from time to time, by the selling stockholders (including their transferees, pledgees, donees or successors) identified in this p |
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| June 3, 2024 |
Exhibit 99.1 Cullinan Therapeutics Announces Positive Initial Data from Pivotal Phase 2b REZILIENT1 Study of Zipalertinib Objective response rate of 39% with manageable safety profile in patients with non-small cell lung cancer (NSCLC) harboring EGFR Exon 20 insertion mutations treated with zipalertinib who had progressed after prior amivantamab treatment CAMBRIDGE, Mass., June 1, 2024 (GLOBE NEWS |
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| June 3, 2024 |
CLN-619 and Zipalertinib Updates at ASCO June 2024 CLN-619 and Zipalertinib Updates at ASCO June 2024 Important Notice and Disclaimers This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. |
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| June 3, 2024 |
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): June 01, 2024 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commissi |
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| May 31, 2024 |
CULLINAN THERAPEUTICS, INC. One Main Street, Suite 1350 Cambridge, MA 02142 CULLINAN THERAPEUTICS, INC. One Main Street, Suite 1350 Cambridge, MA 02142 May 31, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tamika Sheppard Re: Cullinan Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-279452) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the |
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| May 23, 2024 |
Exhibit 99.1 Cullinan Therapeutics to Present First Data for CLN-619, a Novel Anti-MICA/B Antibody, in Combination with a Checkpoint Inhibitor and Updated Monotherapy Data at ASCO 2024 Preliminary data from CLN-619 in combination with checkpoint inhibitor pembrolizumab show objective responses in patients with tumor types that are typically unresponsive to pembrolizumab, such as non-small cell lun |
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| May 23, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): May 23, 2024 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 16, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| May 16, 2024 |
Specimen Common Stock Certificate (filed herewith) Exhibit 4.1 . ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PO PAR VALUE $0.0001 MR ADD ADD ADD ADD 43 2 1 A Box DESIGNATION SAMPLE 43004, Certificate Shares (IF Number * * 000000 ****************** * * * 000000 ***************** ANY) ZQ00000000 **** 000000 **************** Providence ***** 000000 *************** RI CULLINAN THERAPEUTICS, INC. ****** 000000 ******** |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| May 16, 2024 |
As filed with the Securities and Exchange Commission on May 16, 2024 Table of Contents As filed with the Securities and Exchange Commission on May 16, 2024 Registration No. |
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| May 16, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cullinan Therapeutics, Inc. |
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| May 15, 2024 |
Exhibit 99.1 Cullinan Therapeutics Provides Corporate Update and Reports First Quarter 2024 Financial Results Combination and monotherapy solid tumor dose escalation data for CLN-619 to be presented in a poster session at ASCO 2024 Annual Meeting CLN-978 development to focus exclusively on autoimmune diseases, starting with systemic lupus erythematosus (SLE) as the first indication Cash and invest |
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| May 15, 2024 |
Exhibit 10.1 March 28, 2024 Jeff Trigilio Dear Jeff: The purpose of this Separation and Transition letter agreement (this “Agreement”) is to confirm the terms of your separation from Cullinan Oncology, Inc. (the “Company”) and your post-separation consulting arrangement with the Company. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Employment Agre |
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| May 15, 2024 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CULLINAN MANAGEMENT, INC. Cullinan Management, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Cullinan Management, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary o |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLINAN |
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| May 15, 2024 |
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): May 09, 2024 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commissio |
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| April 29, 2024 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Cullinan Therapeutics, Inc., a Delaware corporation (the “Company”), and Mary Kay Fenton (the “Executive”) and is effective as of the Executive’s first day of employment with the Company, which will be April 29, 2024 (the “Effective Date”). This Agreement supersedes in all respects all prior agreements betwee |
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| April 29, 2024 |
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): April 29, 2024 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commiss |
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| April 24, 2024 |
CGEM / Cullinan Therapeutics, Inc. / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| April 16, 2024 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT BY AND BETWEEN CULLINAN THERAPEUTICS, INC. AND EACH OF THE PURCHASERS AS SET FORTH HEREIN APRIL 15, 2024 TABLE OF CONTENTS 1. Definitions 5 2. Purchase and Sale of Common Stock 9 2.1. Purchase and Sale 9 2.2. Closing 10 3. Representations and Warranties of the Company 10 3.1. Organization and Power 10 3.2. Capitalization 10 3.3. Registration Rights 11 3.4. Aut |
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| April 16, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CULLINAN ONCOLOGY, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Cullinan Oncology, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certif |
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| April 16, 2024 |
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): April 15, 2024 CULLINAN THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commiss |
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| April 16, 2024 |
Exhibit 99.2 Cullinan Therapeutics Announces Strategic Expansion into Autoimmune Diseases CLN-978 clinical development to focus exclusively on autoimmune diseases, pursuing systemic lupus erythematosus as a first indication Clinical observations from CLN-978 B-NHL study show rapid, deep, and sustained B cell depletion and clinical activity Corporate name change to Cullinan Therapeutics reflects st |
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| April 16, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of April 15, 2024 by and among Cullinan Therapeutics, Inc. (formerly known as Cullinan Oncology, Inc.), a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchas |
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| April 16, 2024 |
Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF CULLINAN THERAPEUTICS, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and p |
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| April 16, 2024 |
CORPORATE OVERVIEW April 2024 Important Notice and Disclaimers This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. |
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| April 16, 2024 |
Exhibit 99.1 Cullinan Therapeutics Announces Oversubscribed $280 million Private Placement Financing includes new and existing leading life sciences institutional investors Proceeds, along with existing cash and cash equivalents, are expected to extend cash runway into 2028 Cullinan to host a virtual investor event on April 16 at 8:00 am ET CAMBRIDGE, Mass., April 16, 2024 (GLOBE NEWSWIRE) – Culli |
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| April 16, 2024 |
Exhibit 10.3 THE OFFER AND SALE OF THE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE TO WHICH THIS CONFIRMATION RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY NOT BE SOLD |
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| March 14, 2024 |
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): March 14, 2024 CULLINAN ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 14, 2024 |
List of Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization Cullinan Amber Corp. Delaware Cullinan Florentine Corp. Delaware Cullinan Mica Corp. Delaware Cullinan Securities Corp. Massachusetts |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39856 CULLINAN ONCOL |
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| March 14, 2024 |
As filed with the Securities and Exchange Commission on March 14, 2024 As filed with the Securities and Exchange Commission on March 14, 2024 Registration No. |
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| March 14, 2024 |
Exhibit 99.1 Cullinan Oncology Provides Corporate Update and Reports Fourth Quarter and Full Year 2023 Financial Results Cullinan remains on track to report additional solid tumor dose escalation data for CLN-619 in the second quarter of 2024 and recently received FDA clearance for an IND to evaluate CLN-619 in relapsed/refractory multiple myeloma The company is exploring development of its CD19xC |
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| March 14, 2024 |
Policy for Recoupment of Incentive Compensation. Exhibit 97.1 CULLINAN ONCOLOGY, INC. Policy for Recoupment of Incentive Compensation I. Introduction In accordance with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations thereunder, and Rule 5608 of the listing standards of the Nasdaq Stock Market LLC, the Board of Directors (the “Board”) of Cullinan Oncology, Inc. (the “Company”) has adopted |
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| March 14, 2024 |
Form of Restricted Stock Unit Award Agreement Exhibit 10.32 RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE CULLINAN ONCOLOGY, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the Cullinan Oncology, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Cullinan Oncology, Inc. (the “Company”) hereby grants an award of the |
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| March 14, 2024 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Cullinan Oncology, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 |
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| February 14, 2024 |
EX-99.1 2 tm246225d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the Common Stock and the information required by this Schedule 13G, to |
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| February 14, 2024 |
CGEM / Cullinan Oncology, Inc. / Jovan-Embiricos Morana - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) CULLINAN ONCOLOGY, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 230031106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 4)1 Cullinan Oncology, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 230031106 (CUSIP Number) |
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| February 14, 2024 |
CGEM / Cullinan Oncology, Inc. / Blue Owl Capital Holdings LP - SC 13G Passive Investment SC 13G 1 ef20021757sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Cullinan Oncology, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 230031106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check |
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| February 13, 2024 |
CGEM / Cullinan Oncology, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Cullinan Oncology Inc Title of Class of Securities: Common Stock CUSIP Number: 230031106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| February 6, 2024 |
CGEM / Cullinan Oncology, Inc. / FRANKLIN RESOURCES INC Passive Investment cull23in.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 230031106 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CULLINAN ONCOLOGY, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 230031106 (CUSIP Number) December 31, 2023 (Dat |
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| January 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 08, 2024 CULLINAN ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commiss |
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| January 8, 2024 |
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): January 08, 2024 CULLINAN ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 08, 2023 CULLINAN ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 8, 2023 |
Exhibit 99.1 Cullinan Oncology Provides Corporate Update and Reports Third Quarter 2023 Financial Results Cullinan to provide clinical data updates on three novel targeted oncology programs and complete enrollment in the pivotal Phase 2b portion of the zipalertinib REZILIENT1 study in 2024 Initial CLN-619 clinical biomarker data support mechanism of action and demonstrate monotherapy clinical acti |
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| November 8, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement (the “Amendment”) is made between Cullinan Oncology, Inc., a Delaware corporation (the “Company”), and Nadim Ahmed (the “Executive”) and is effective as of May 1, 2023 (the “Effective Date”). Reference is made to that certain Employment Agreement, by and between the Company and the Executive, effectiv |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLI |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLINAN O |
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| August 10, 2023 |
Exhibit 10.2 CULLINAN ONCOLOGY, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Cullinan Oncology, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiar |
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| August 10, 2023 |
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 10, 2023 CULLINAN ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 10, 2023 |
Consulting Agreement, dated June 8, 2023, by and between the Registrant and Patrick Baeuerle Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made as of June 8, 2023 (the “Effective Date”) by and between Cullinan Oncology, Inc., a Delaware corporation with principal offices at One Main Street, Suite 1350, Cambridge, MA 02141 and on behalf of its affiliates and subsidiaries (collectively “Cullinan”) and Patrick Baeuerle, PhD, (“Consultant”). Cullinan and Con |
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| August 10, 2023 |
Cullinan Oncology Provides Corporate Update and Reports Second Quarter 2023 Financial Results Phase 3 first-line study of zipalertinib in EGFR exon 20 insertion mutation non-small-cell lung cancer (NSCLC) patients (REZILIENT-3) open to enrollment Initial monotherapy clinical data for CLN-619 presented at ASCO 2023 Annual Meeting; initiated monotherapy expansion cohorts in endometrial and cervical cancers First patient dosed in Phase 1 study of CLN-978 in relapsed/refractory (R/R) B Cell non-Hodgkin lymphoma (B-NHL) Cash and investment position of $512. |
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| June 14, 2023 |
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): June 08, 2023 CULLINAN ONCOLOGY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39856 81-3879991 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 25, 2023 |
EX-99.1 Exhibit 99.1 Cullinan Oncology to Present First Monotherapy Clinical Data for CLN-619, a Novel Anti-MICA/B Antibody, at ASCO 2023 CLN-619 demonstrated monotherapy activity across a range of tumor types, including in patients whose cancer had progressed on checkpoint inhibitor therapy Initial data indicate an acceptable safety profile of CLN-619 across all doses assessed Based on observed c |
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| May 25, 2023 |
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): May 25, 2023 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 16, 2023 |
CULLINAN ONCOLOGY, INC. One Main Street, Suite 1350 Cambridge, MA 02142 CORRESP CULLINAN ONCOLOGY, INC. One Main Street, Suite 1350 Cambridge, MA 02142 May 16, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jimmy McNamara Re: Cullinan Oncology, Inc. Registration Statement on Form S-3/A (File No. 333-270384) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under t |
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| May 11, 2023 |
EX-99.1 Exhibit 99.1 Cullinan Oncology Provides Corporate Update and Reports First Quarter 2023 Financial Results Zipalertinib pivotal trial now enrolling at the 100mg BID dose only First clinical data for CLN-049 and CLN-619 to be reported at EHA 2023 Congress and ASCO 2023 Annual Meeting, respectively Cash and investment position of $503.5 million as of March 31, 2023 continues to give runway in |
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| May 11, 2023 |
Exhibit 10.2 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TYPICALLY TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AND COLLABORATION AGREEMENT by and between HARBOUR BIOMED US INC. and CULLINAN ONCOLOGY, INC. dated as of February , 2023 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLINAN |
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| May 11, 2023 |
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): May 11, 2023 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 11, 2023 |
EX-1.2 Exhibit 1.2 CULLINAN ONCOLOGY, INC. $125,000,000 COMMON STOCK SALES AGREEMENT May 11, 2023 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Cullinan Oncology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (the “Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees that |
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| May 11, 2023 |
As filed with the Securities and Exchange Commission on May 11, 2023 S-3/A Table of Contents As filed with the Securities and Exchange Commission on May 11, 2023 Registration No. |
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| April 21, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 21, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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| March 17, 2023 |
CULLINAN ONCOLOGY, INC. One Main Street, Suite 1350 Cambridge, MA 02142 CORRESP CULLINAN ONCOLOGY, INC. One Main Street, Suite 1350 Cambridge, MA 02142 March 17, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jimmy McNamara Re: Cullinan Oncology, Inc. Registration Statement on Form S-3 (File No. 333-270384) Ladies and Gentlemen: We hereby withdraw Cullinan Oncology Inc’s request for |
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| March 9, 2023 |
EX-99.1 Exhibit 99.1 Cullinan Oncology Provides Corporate Update and Reports Fourth Quarter and Full Year 2022 Financial Results Expanded clinical stage portfolio through licensing of U.S. rights to CLN-418 Received FDA clearance of IND application for CLN-978; submitted IND application for CLN-617 Initial clinical data updates for CLN-049 and CLN-619 on track for mid-2023 Potential for 6 clinical |
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| March 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cullinan Oncology (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39856 CULLINAN ONCOL |
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| March 9, 2023 |
CULLINAN ONCOLOGY, INC. One Main Street, Suite 1350 Cambridge, MA 02142 CORRESP CULLINAN ONCOLOGY, INC. One Main Street, Suite 1350 Cambridge, MA 02142 March 9, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jimmy McNamara Re: Cullinan Oncology, Inc. Registration Statement on Form S-3 (File No. 333-270384) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the |
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| March 9, 2023 |
EX-4.3 Exhibit 4.3 CULLINAN ONCOLOGY, INC. and [ ], as Trustee INDENTURE Dated as of [ ], [ ] TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 5 1.3. RULES OF CONSTRUCTION 5 ARTICLE 2. THE SECURITIES 6 2.1. ISSUABLE IN SERIES 6 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 6 2.3. EXECUTION AND |
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| March 9, 2023 |
Exhibit 10.24 STOCK PURCHASE AND TRANSFER AGREEMENT This Stock Purchase and Transfer Agreement (the “Agreement”) is made and entered into as of [●], 2022 (the “Effective Date”), by and among [●] (“Transferor”), Cullinan Oncology, Inc., a Delaware corporation (“Transferee”), and Cullinan MICA Corp., a Delaware corporation (the “Corporation”, together with Transferor and Transferee, the “Parties”). |
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| March 9, 2023 |
S-3 Table of Contents As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. |
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| March 9, 2023 |
Exhibit 10.27 AMENDMENT NUMBER 1 TO ROYALTY TRANSFER AGREEMENT This Amendment Number 1 to Royalty Transfer Agreement (this “Amendment”), dated as of June 6, 2022, is made by and among Cullinan Pearl Corp., a Delaware corporation (the “Company”), MPM Oncology Charitable Foundation, Inc., a Massachusetts charitable foundation (“MPM Charitable Foundation”) and the UBS Optimus Foundation, a Swiss char |
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| March 9, 2023 |
Exhibit 10.25 [OPTION] PURCHASE AND TRANSFER AGREEMENT This Option Purchase and Transfer Agreement (the “Agreement”) is made and entered into as of , 2022 (the “Effective Date”), by and among [●] (“Transferor”), Cullinan Oncology, Inc., a Delaware corporation (“Transferee”), and Cullinan MICA Corp., a Delaware corporation (the “Corporation”, together with Transferor and Transferee, the “Parties”). |
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| March 9, 2023 |
As filed with the Securities and Exchange Commission on March 9, 2023 S-8 As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. |
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| March 9, 2023 |
Sales Agreement by and between the Registrant and SVB Securities LLC, dated as of March 9, 2023. EX-1.2 Exhibit 1.2 CULLINAN ONCOLOGY, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT March 9, 2023 SVB SECURITIES LLC 53 State Street, 40th Floor Boston, MA 02109 Ladies and Gentlemen: Cullinan Oncology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows: 1. Issuance and Sale of Shares |
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| March 9, 2023 |
Exhibit 10.26 Certain confidential information contained in this document, marked by [***], has been omitted because it is not material and would likely cause competitive harm to Cullinan Oncology, Inc. if publicly disclosed. Massachusetts Institute of Technology and Cullinan Amber Corp. SECOND AMENDMENT This Second Amendment, effective as of December 20, 2022 (the “Second Amendment Effective Date |
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| March 9, 2023 |
Power of Attorney (included on the signature pages of this registration statement). S-8 As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. |
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| March 9, 2023 |
Employment Agreement, effective January 7, 2021, between the Registrant and Jeffrey Trigilio Exhibit 10.23 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Cullinan Management, Inc., a Delaware corporation (the “Company”), and Jeff Trigilio (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended ( |
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| March 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 9, 2023 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission F |
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| March 9, 2023 |
EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Cullinan Oncology, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common |
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| March 9, 2023 |
Nonstatutory Stock Option Inducement Award Agreement EX-99.1 Exhibit 99.1 NON-QUALIFIED STOCK OPTION AGREEMENT (INDUCEMENT AWARD) FOR COMPANY EMPLOYEES Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ [FMV Grant Date ] Grant Date: Vesting Start Date: Expiration Date: This agreement (this “Agreement”) evidences an inducement grant of a stock option (the “Stock Option”) by Cullinan Oncology, Inc. (the “Company”) to the Option |
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| March 9, 2023 |
List of Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization Cullinan Amber Corp. Delaware Cullinan Florentine Corp. Delaware Cullinan Mica Corp. Delaware Cullinan Securities Corp. Massachusetts |
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| March 9, 2023 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Cullinan Oncology, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) (2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, |
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| February 15, 2023 |
CGEM / Cullinan Oncology Inc / Jovan-Embiricos Morana - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) CULLINAN ONCOLOGY, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 230031106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 14, 2023 |
Exhibit 99.1 Cullinan Oncology Licenses U.S. Rights to the First Clinical-Stage B7H4 x 4-1BB Bispecific Immune Activator from Harbour BioMed CAMBRIDGE, Mass., February 13, 2023 (GLOBE NEWSWIRE) — Cullinan Oncology, Inc. (Nasdaq: CGEM) and Harbour BioMed (HKEX: 02142) today announced that Cullinan Oncology has entered into an exclusive license with Harbour BioMed for the development and commercial |
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| February 14, 2023 |
SC 13G/A 1 sc13ga307422cgem02142023.htm AMENDMENT NO. 3 TO THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)1 Cullinan Oncology, Inc. (Name of Issuer) Common Stock, par val |
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| February 14, 2023 |
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): February 13, 2023 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commissi |
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| February 13, 2023 |
CGEM / Cullinan Oncology Inc / CHI Advisors LLC - CHI ADVISORS LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cullinan Oncology, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 230031106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 9, 2023 |
CGEM / Cullinan Oncology Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Cullinan Oncology Inc. Title of Class of Securities: Common Stock CUSIP Number: 230031106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| January 19, 2023 |
Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “CULLINAN ONCOLOGY, INC.”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF JANUARY, A.D. 2023, AT 12:37 O`CLOCK P.M. 6126166 8100 SR# 20230155772 Authentication: 202508915 Date: 01-17-23 You may verify |
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| January 19, 2023 |
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): January 17, 2023 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commissio |
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| January 19, 2023 |
Exhibit 10.1 January 17, 2023 Cullinan Oncology, Inc. One Main Street, Suite 1350 Cambridge, MA 02142 Attention: Jeffrey Trigilio Re: 3(a)(9) Exchange Agreement Ladies and Gentlemen: This letter agreement (the “Agreement” ) confirms the agreement of Cullinan Oncology, Inc. (the “Company”), and the holders of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) listed |
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| November 14, 2022 |
Exhibit 99.1 Cullinan Oncology Provides Corporate Update and Reports Third Quarter 2022 Financial Results Initiated pivotal study for zipalertinib (CLN-081/TAS6417) Increased ownership in MICA subsidiary, which holds worldwide rights to CLN-619, from 54% to 92% Continued enrollment in CLN-049 and CLN-619 clinical studies with initial clinical data updates on track for mid-2023 Cash and investments |
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| November 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 14, 2022 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commissi |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLI |
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| November 2, 2022 |
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): November 1, 2022 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commissio |
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| October 25, 2022 |
Exhibit 99.1 Cullinan Oncology Significantly Increases Ownership Stake in its MICA Subsidiary which Holds Worldwide Rights to Clinical-Stage Novel Monoclonal Antibody CLN-619 Cullinan increases ownership in MICA subsidiary from 54% to 92% through share purchase from existing financial investors The ongoing Phase I clinical trial for CLN-619 remains on track to report initial clinical data in mid-2 |
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| October 25, 2022 |
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): October 20, 2022 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commissio |
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| August 10, 2022 |
Exhibit 10.2 Certain confidential information contained in this document, marked by [*****], has been omitted because it is not material and would likely cause competitive harm to Cullinan Oncology, Inc. if publicly disclosed. CO-DEVELOPMENT AGREEMENT BY AND BETWEEN TAIHO ONCOLOGY, INC. AND CULLINAN ONCOLOGY, INC. 1 Table of Contents ARTICLE I DEFINITIONS 1 ARTICLE II MANAGEMENT OF COLLABORATIVE A |
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| August 10, 2022 |
Exhibit 99.1 Cullinan Oncology Provides Corporate Update and Reports Second Quarter 2022 Financial Results Completed agreement for strategic collaboration to jointly develop and commercialize CLN-081 with Taiho Pharmaceutical Presented updated Phase 1/2a data for CLN-081 at the 100mg BID dose showing median duration of response greater than 21 months and median progression-free survival of 12 mont |
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| August 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 10, 2022 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission |
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| August 10, 2022 |
Exhibit 10.3 Certain confidential information contained in this document, marked by [***], has been omitted because it is not material and would likely cause competitive harm to Cullinan Oncology, Inc. if publicly disclosed. PERFORMANCE STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE CULLINAN ONCOLOGY, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: Nadim Ahmed No. of Perform |
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| August 10, 2022 |
EX-10.1 2 cgem-ex101.htm EX-10.1 Exhibit 10.1 Certain confidential information contained in this document, marked by [*****], has been omitted because it is not material and would likely cause competitive harm to Cullinan Oncology, Inc. if publicly disclosed. SHARE PURCHASE AGREEMENT BY AND AMONG Taiho Pharmaceutical Co., Ltd CULLINAN PEARL CORP. AND Cullinan Oncology, Inc May 11, 2022 TABLE OF CO |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q r UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLINAN |
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| June 27, 2022 |
UNAUDITED PRO FORMA FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA FINANCIAL INFORMATION On June 21, 2022, Cullinan Oncology, Inc. (?Cullinan?) completed the previously announced sale of its equity interests in Cullinan Pearl Corp. (?Cullinan Pearl?) to Taiho Pharmaceutical Co., Ltd. (?Taiho Pharma?) pursuant to the terms of a Share Purchase Agreement dated May 11, 2022 (the ?Purchase Agreement?) and the simultaneous signing of a |
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| June 27, 2022 |
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): June 21, 2022 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission F |
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| June 27, 2022 |
Exhibit 99.2 Cullinan Oncology and Taiho Pharmaceutical Complete Agreement for Strategic Collaboration to Jointly Develop and Commercialize CLN-081/TAS6417 Cullinan Oncology receives upfront cash payment of $275 million, with potential to receive up to an additional $130 million in regulatory-based milestone payments Taiho obtains exclusive global rights to CLN-081/TAS6417 outside the U.S.; Taiho |
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| June 24, 2022 |
Submission of Matters to a Vote of Security Holders 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): June 22, 2022 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission F |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLINAN |
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| May 16, 2022 |
Cullinan Oncology Provides Corporate Update and Reports First Quarter 2022 Financial Results Exhibit 99.1 Cullinan Oncology Provides Corporate Update and Reports First Quarter 2022 Financial Results Announced U.S. co-development and co-commercialization agreement for CLN-081 with Taiho Pharmaceutical; updated CLN-081 data accepted for oral presentation at the American Society for Clinical Oncology (ASCO) meeting in June CLN-049 and CLN-619 Phase I dosing continues with initial clinical da |
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| May 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 16, 2022 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 12, 2022 |
Exhibit 99.1 Cullinan Oncology and Taiho Pharmaceutical Announce Strategic Collaboration to Jointly Develop and Commercialize CLN-081/TAS6417 and Taiho?s Acquisition of Cullinan Pearl Taiho obtains exclusive global rights to CLN-081/TAS6417 outside the U.S.; in the U.S., Taiho and Cullinan Oncology to jointly develop and co-commercialize CLN-081/TAS6417 Cullinan Oncology will receive an upfront ca |
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| May 12, 2022 |
Exhibit 99.2 Mining for Tomorrow?s Cures Strategic Partnership With Taiho to Jointly Develop and Commercialize CLN-081 in the U.S. May 12, 2022 Important Notice and Disclaimers This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied statemen |
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| May 12, 2022 |
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): May 11, 2022 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| April 29, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid |
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| March 17, 2022 |
Certain confidential information contained in this document, marked by [***], has been omitted because it is not material and would likely cause competitive harm to Cullinan Oncology, Inc. |
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| March 17, 2022 |
Exhibit 99.1 Cullinan Oncology Provides Corporate Update and Reports Fourth Quarter and Full Year 2021 Financial Results CLN-081 clinical data support a differentiated clinical profile; regulatory update planned for first quarter 2022 CLN-049 and CLN-619 patient dosing initiated in December 2021 for first-in-human clinical trials; initial clinical data expected by mid-2023 Portfolio advancement an |
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| March 17, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 17, 2022 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLINAN ONCOL |
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| March 17, 2022 |
List of Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization Cullinan Amber Corp. Delaware Cullinan Florentine Corp. Delaware Cullinan Mica Corp. Delaware Cullinan Pearl Corp. Delaware Cullinan Securities Corp. Massachusetts |
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| March 10, 2022 |
As filed with the Securities and Exchange Commission on March 10, 2022 As filed with the Securities and Exchange Commission on March 10, 2022 Registration No. |
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| March 10, 2022 |
EX-FILING FEES 4 d309484dexfilingfees.htm EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Cullinan Oncology, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rat |
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| March 3, 2022 |
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): February 28, 2022 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commissi |
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| March 3, 2022 |
Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made between Cullinan Oncology, Inc., a Delaware corporation (the ?Company?), and Jeffrey Jones (the ?Executive?) and is effective as of the Executive?s first day of employment with the Company, which will be February 28, 2022 (the ?Effective Date?). This Agreement supersedes in all respects all prior ag |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)1 Cullinan Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 230031106 (CUSIP Number) |
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| February 11, 2022 |
CGEM / Cullinan Oncology Inc / Foresite Capital Fund V, L.P. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Cullinan Oncology, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 230031106 (CUSIP Number) December 31, 2021 (Date of |
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| February 11, 2022 |
CGEM / Cullinan Oncology Inc / CHI Advisors LLC - CHI ADVISORS LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cullinan Oncology, Inc. (Name of Issuer) Common Stock, Par Value $0.0001 per share (Title of Class of Securities) 230031106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 10, 2022 |
CGEM / Cullinan Oncology Inc / Jovan-Embiricos Morana - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) CULLINAN ONCOLOGY, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 230031106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 9, 2022 |
CGEM / Cullinan Oncology Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Cullinan Oncology Inc. Title of Class of Securities: Common Stock CUSIP Number: 230031106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ |
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| December 29, 2021 |
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): December 27, 2021 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commissi |
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| December 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Cullinan Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 230031106 (CUSIP Number) |
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| December 16, 2021 |
Exhibit 99.2 Mining for Tomorrow?s Cures CLN-081 Clinical Update December 2021 Important Notice and Disclaimers This presentation contains forward-looking statements of Cullinan Oncology, Inc. (?Cullinan,? ?we? or ?our?). These forward-looking statements include, but are not limited to, express or implied statements regarding Cullinan?s beliefs and expectations regarding our preclinical and clinic |
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| December 16, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): December 16, 2021 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commissi |
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| December 16, 2021 |
Exhibit 99.1 Cullinan Oncology Announces Updated Phase 1/2a Data for CLN-081 in NSCLC EGFR Exon 20 Patients CLN-081 continues to demonstrate a differentiated clinical profile at the recommended Phase 2 dose of 100mg BID Continued high response rate with favorable safety and tolerability profile observed in heavily pre-treated patients at 100mg BID Encouraging durable responses and progression free |
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| November 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 9, 2021 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commissio |
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| November 9, 2021 |
Cullinan Oncology Provides Corporate Update and Reports Third Quarter 2021 Financial Results Exhibit 99.1 Cullinan Oncology Provides Corporate Update and Reports Third Quarter 2021 Financial Results Cullinan Pearl clinical update, including data from patients enrolled in the Phase 2a expansion 100 mg BID cohort, planned for fourth quarter 2021 Cullinan MICA and Cullinan Florentine programs to advance into clinical trials by year end 2021 Strong balance sheet with cash and investments of $ |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLI |
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| November 8, 2021 |
CGEM / Cullinan Oncology Inc / BIOTECHNOLOGY VALUE FUND L P Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Cullinan Oncology, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 230031106 (CUSIP Number) |
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| November 8, 2021 |
Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated November 8, 2021 with respect to the shares of Common Stock, $0.0001 par value per share of Cullinan Oncology, Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in acc |
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| October 18, 2021 |
Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made between Cullinan Oncology, Inc., a Delaware corporation (the ?Company?), and Nadim Ahmed (the ?Executive?) and is effective as of the Executive?s first day of employment with the Company, which will be October 18, 2021 (the ?Effective Date?). This Agreement supersedes in all respects all prior agree |
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| October 18, 2021 |
Cullinan Oncology Appoints Nadim Ahmed as Chief Executive Officer Exhibit 99.1 Cullinan Oncology Appoints Nadim Ahmed as Chief Executive Officer Ahmed?s appointment brings broad development and operational leadership experience to Cullinan, reflecting the advancement of its pipeline and transition to a later-stage oncology company CAMBRIDGE, Mass., October 18, 2021 ? Cullinan Oncology, Inc. (Nasdaq: CGEM) (?Cullinan? or ?the Company?), a biopharmaceutical compan |
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| October 18, 2021 |
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): October 15, 2021 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commissio |
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| August 10, 2021 |
Cullinan Oncology Provides Corporate Update and Reports Second Quarter 2021 Financial Results Exhibit 99.1 Cullinan Oncology Provides Corporate Update and Reports Second Quarter 2021 Financial Results Follow-up Cullinan Pearl data from Phase 1 portion of ongoing trial showed increased disease control rate (DCR) of 92% in the 100mg dose cohort IND clearance of two immuno-oncology pipeline programs, Cullinan MICA and Cullinan Florentine, with clinical trial starts for each program expected i |
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| August 10, 2021 |
Consulting Agreement, dated May 20, 2021, among the Registrant and Jon Wigginton, M.D. Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement"), made as of May 20, 2021 is entered into by Cullinan Oncology, Inc. a Delaware corporation (the "Company"), and Jon Wigginton, M.D., (the "Consultant"). INTRODUCTION The Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide Services to the Company. In consideratio |
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| August 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 10, 2021 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission |
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| August 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLINAN O |
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| July 1, 2021 |
Submission of Matters to a Vote of Security Holders 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): June 25, 2021 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission F |
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| June 4, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): June 4, 2021 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 4, 2021 |
Exhibit 99.2 Cullinan Pearl 2021 ASCO Update on CLN-081 June 4, 2021Exhibit 99.2 Cullinan Pearl 2021 ASCO Update on CLN-081 June 4, 2021 Important Notice and Disclaimers This presentation contains forward-looking statements of Cullinan Oncology, Inc. (?Cullinan,? ?we? or ?our?) within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but |
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| June 4, 2021 |
Exhibit 99.1 Cullinan Oncology Announces Phase 1/2a Interim Data For Cullinan Pearl?s CLN-081 in NSCLC EGFR Exon 20 Patients ? CLN-081 Continues to Demonstrate Acceptable Overall Safety and Tolerability, With Encouraging GI Toxicity Profile ? As of the Data Cutoff, No Grade 3 TRAE Diarrhea at Doses Below 150mg BID; No Grade 3 Rash TRAEs ? Objective Responses Were Observed Across the Dose Range, wi |
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| May 21, 2021 |
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): May 17, 2021 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLINAN |
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| May 14, 2021 |
Cullinan Oncology Reports First Quarter 2021 Financial Results Exhibit 99.1 Cullinan Oncology Reports First Quarter 2021 Financial Results Continued advancement of broad portfolio, highlighted by initiation of Phase 2a dose expansion of Cullinan Pearl in NSCLC patients with EGFRex20ins mutations Cash, cash equivalents and investments of $473.0 million as of March 31, 2021 post completion of Initial Public Offering in early January 2021 Updated Cullinan Pearl |
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| May 14, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 14, 2021 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-3879991 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted b |
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| April 29, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid |
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| March 30, 2021 |
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): March 30, 2021 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-387991 (State or other jurisdiction of incorporation) (Commission F |
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| March 30, 2021 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CULLINAN MANAGEMENT, INC. Cullinan Management, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1.The name of the Corporation is Cullinan Management, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of |
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| March 30, 2021 |
Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF CULLINAN ONCOLOGY, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1.Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place |
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| March 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39856 CULLINAN ONCOL |
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| March 30, 2021 |
Cullinan Oncology Reports Full Year 2020 Financial Results and Business Highlights EX-99.1 Exhibit 99.1 Cullinan Oncology Reports Full Year 2020 Financial Results and Business Highlights Pipeline Progress: Clinical and preclinical programs continue to advance, with encouraging initial Cullinan Pearl data and additional INDs to be filed in 2021 for immuno-oncology assets Cullinan Florentine and Cullinan MICA Balance Sheet: Completion of Series C financing ($131.2M) in December 20 |
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| March 30, 2021 |
Exhibit 4.3 Description of the Registrant?s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following summary of the general terms and provisions of the registered capital stock of Cullinan Oncology, Inc. (?Cullinan?, ?we?, ?our?) does not purport to be complete and is subject to, and qualified in its entirety by, reference to our Second Amended |
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| March 30, 2021 |
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of the 7th day of January, 2021, by and among Cullinan Management, Inc., a Delaware corporation (the ?Company?), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor?. RECITALS WHEREAS, the Investors and the Company hereby agree |
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| February 26, 2021 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CULLINAN MANAGEMENT, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Cullinan Management, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby ce |
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| February 26, 2021 |
Second Amended and Restated Bylaws of Cullinan Oncology, Inc., effective as of February 25, 2021. Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF CULLINAN ONCOLOGY, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and plac |
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| February 26, 2021 |
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): February 23, 2021 CULLINAN ONCOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-387991 (State or other jurisdiction of incorporation) (Commissio |
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| February 22, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 22, 2021 CULLINAN MANAGEMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-387991 (State or other jurisdiction of incorporation) (Commiss |
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| February 22, 2021 |
Cullinan Management, Inc. Announces Business Update EX-99.1 Exhibit 99.1 Cullinan Management, Inc. Announces Business Update February 22, 2021 • Enrollment expansion in CLN-081 NSCLC EGFRex20ins Phase 1/2a trial • Cullinan withdraws IND application for CLN-049 in Relapsed/Refractory AML • CLN-619 IND submission planned for the second quarter of 2021 • Cullinan to present at SVB Leerink Conference February 26, 2021 Cambridge, MA, February 22, 2021 – |
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| January 19, 2021 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Cullinan Management, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 230031106 (CUSIP Number) Ansbert Gadicke MPM Asset Management 450 Kendall Street Cambridge, MA 01242 Telephone: (617) 425-9200 (Name, Address and Telephone Numbe |
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| January 19, 2021 |
Exhibit C Joint Filing Statement I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the beneficial ownership by the undersigned of the equity securities of Cullinan Management, Inc. |
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| January 15, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Cullinan Management, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 230031106 (CUSIP Number) January 8, 2021 (Date of E |
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| January 13, 2021 |
EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CULLINAN MANAGEMENT, INC. Cullinan Management, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Cullinan Management, Inc. The date of the filing of its original Certificate of Incorporation with the Secr |
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| January 13, 2021 |
8-K 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): January 7, 2021 CULLINAN MANAGEMENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-39856 81-387991 (State or other jurisdiction of incorporation) (Commi |
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| January 13, 2021 |
Amended and Restated Certificate of Incorporation, as amended EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF CULLINAN MANAGEMENT, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Cullinan Management, Inc. (the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The initial Certific |
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| January 13, 2021 |
Amended and Restated Bylaws of Cullinan Management, Inc., as currently in effect EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF CULLINAN MANAGEMENT, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and pl |
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| January 11, 2021 |
11,900,000 Shares Common Stock 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-251512 and 333-251949 Prospectus 11,900,000 Shares Common Stock We are offering 11,900,000 shares of our common stock. This is our initial public offering. Prior to this offering, there has been no public market for our shares. The initial public offering price is $21.00 per share. Our common stock has been approved for |
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| January 7, 2021 |
S-1MEF As filed with the Securities and Exchange Commission on January 7, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Cullinan Management, Inc. (Exact name of registrant as specified in its charter) Delaware 2836 81-387991 (State or other jurisdiction of incorporation or organiz |
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| January 7, 2021 |
Form S-8 As filed with the Securities and Exchange Commission on January 7, 2021 Registration No. |
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| January 6, 2021 |
Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 January 6, 2021 Vanessa Robertson Laura Crotty Kevin Vaughn Suzanne Hayes Office of Healthcare and Insurance Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Cullinan Management, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed Janu |
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| January 6, 2021 |
Amendment No. 3 to the registrant’s Registration Statement on Form S-1 S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 6, 2021. |
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| January 6, 2021 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cullinan Management, Inc. (Exact name of registrant as specified in its charter) Delaware 81-3879991 (State of incorporation or organization) (I.R.S. Employer Identification No.) One Main St |
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| January 4, 2021 |
EX-3.2 4 d19045dex32.htm EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CULLINAN MANAGEMENT, INC. Cullinan Management, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Cullinan Management, Inc. The date of the filing of its original Certificate of In |
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| January 4, 2021 |
EX-10.2 Exhibit 10.2 CULLINAN MANAGEMENT, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Cullinan Management, Inc. 2021 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Cullinan Management, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per sha |
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| January 4, 2021 |
Services Agreement, by and between the Company and Patrick Baeuerle. EX-10.25 Exhibit 10.25 SERVICE AGREEMENT This Service Agreement (“Agreement”) is made between Cullinan Management, Inc., a Delaware corporation (the “Company”), and Patrick Baeuerle, Ph.D. (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, |
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| January 4, 2021 |
EX-3.5 Exhibit 3.5 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF CULLINAN MANAGEMENT, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Cullinan Management, Inc. (the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The initial Certific |
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| January 4, 2021 |
EX-10.22 13 d19045dex1022.htm EX-10.22 Exhibit 10.22 CULLINAN MANAGEMENT, INC. CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and among Cullinan Management, Inc., a Delaware corporation (the “Company”), and Cullinan Oncology, LLC, a Delaware limited liability company (the “Contributor”). RECITALS: WHEREAS, the Contributor owns certain interests in |
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| January 4, 2021 |
EX-10.1 Exhibit 10.1 CULLINAN MANAGEMENT, INC. 2021 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Cullinan Management, Inc. 2021 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the employees, Non-Employee Directors and Consultants of Cullinan Management, Inc. (the “Company”) and its A |
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| January 4, 2021 |
VIA EDGAR January 4, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Vanessa Robertson Laura Crotty Kevin Vaughn Suzanne Hayes Re: Cullinan Management, Inc. (the ?Company?) Registration Statement on Form S-1 File No. 333-251512 Ladies and Gentleman, Pursuant to Rule 461 under the Securities Act of 1933, as amend |
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| January 4, 2021 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER of CULLINAN ONCOLOGY, LLC with and into CULLINAN MANAGEMENT, INC. THIS AGREEMENT AND PLAN OF MERGER (the “Plan of Merger”) is made this [ ], by and between Cullinan Oncology, LLC, a Delaware limited liability company (the “LLC”) and Cullinan Management, Inc., a Delaware corporation (the “Corporation”). WITNESSETH: WHEREAS, the Corporation is wholly o |
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| January 4, 2021 |
EX-4.3 Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the [●] day of January, 2021, by and among Cullinan Management, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. RECITALS WHEREAS, the Investors and the Company hereb |
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| January 4, 2021 |
Form of Underwriting Agreement. EX-1.1 Exhibit 1.1 [•] Shares CULLINAN MANAGEMENT, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT January [•], 2021 1 January [•], 2021 Morgan Stanley & Co. LLC SVB Leerink LLC Evercore Group LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o SVB Leerink LLC One Federal Street, 37th Floor Boston, Massachusetts 02110 c/o Evercore Group LLC 55 East 52 |
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| January 4, 2021 |
EX-3.7 Exhibit 3.7 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CULLINAN MANAGEMENT, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Cullinan Management, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby ce |
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| January 4, 2021 |
EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF CULLINAN MANAGEMENT, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and pl |
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| January 4, 2021 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 4, 2021. |
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| January 4, 2021 |
January 4, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Vanessa Robertson Laura Crotty Kevin Vaughn Suzanne Hayes Re: Cullinan Management, Inc. (the ?Company?) Registration Statement on Form S-1 File No. 333-251512 Ladies and Gentleman: In connection with the above-referenced Registration Statement, |
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| January 4, 2021 |
EX-3.6 Exhibit 3.6 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CULLINAN MANAGEMENT, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Cullinan Management, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: |
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| December 28, 2020 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on December 28, 2020. |
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| December 28, 2020 |
EX-4.1 Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK PAR VALUE $.0001 COMMON STOCK Certificate Number ZQ00000000 Shares * * 000000 ****************** * * * 000000 ***************** **** 000000 **************** ***** 000000 *************** ****** 000000 ************** CULLINAN MANAGEMENT, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT MR |
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| December 28, 2020 |
EX-10.24 Exhibit 10.24 Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. EXECUTION VERSION LICENSE AGREEMENT This License Agreement (this “Agreement”) is made as of December 24, 2020 (the “Eff |
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| December 18, 2020 |
EX-10.7 Exhibit 10.7 Execution Copy CONFIDENTIAL Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. COLLABORATION AGREEMENT THIS COLLABORATION AGREEMENT (the “Agreement”) is made effective as o |
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| December 18, 2020 |
CORRESP Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 FOIA Confidential Treatment Request The entity requesting confidential treatment is: Cullinan Oncology, LLC One Main Street, Suite 520 Cambridge, MA 02142 Attn: Owen Hughes, Chief Executive Officer Telephone: (617) 410-4650 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDG |
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| December 18, 2020 |
EX-10.15 Exhibit 10.15 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”), made as of January 1, 2019 is entered into by Cullinan Management, Inc. a Delaware corporation (the “Company”), and Patrick Baeuerle (the “Consultant”). INTRODUCTION The Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide Services to the Company. In c |
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| December 18, 2020 |
EX-10.6 Exhibit 10.6 Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. MASSACHUSETTS INSTITUTE OF TECHNOLOGY AND CULLINAN AMBER CORP. EXCLUSIVE PATENT LICENSE AGREEMENT 1 MASSACHUSETTS INSTITU |
