Cullinan Therapeutics Files 8-K

Ticker: CGEM · Form: 8-K · Filed: Apr 16, 2024 · CIK: 1789972

Cullinan Therapeutics, Inc. 8-K Filing Summary
FieldDetail
CompanyCullinan Therapeutics, Inc. (CGEM)
Form Type8-K
Filed DateApr 16, 2024
Risk Levellow
Pages10
Reading Time12 min
Key Dollar Amounts$0.0001, $19.00, $18.999, $0.001, $280 m
Sentimentneutral

Sentiment: neutral

Topics: corporate-info, sec-filing

Related Tickers: CGEM

TL;DR

Cullinan Therapeutics (CGEM) filed an 8-K updating basic corporate info and confirming Nasdaq listing.

AI Summary

Cullinan Therapeutics, Inc. (formerly Cullinan Oncology, Inc.) filed an 8-K on April 15, 2024, to report its current status. The filing confirms its principal executive offices are located at One Main Street, Suite 1350, Cambridge, Massachusetts, 02142, and its telephone number is 617 410-4650. The company's common stock trades under the symbol CGEM on The Nasdaq Global Select Market.

Why It Matters

This 8-K filing serves as a notification of basic corporate information and stock listing details for Cullinan Therapeutics, Inc.

Risk Assessment

Risk Level: low — This filing is a routine update of corporate information and does not contain material financial or operational news.

Key Players & Entities

  • Cullinan Therapeutics, Inc. (company) — Registrant
  • Cullinan Oncology, Inc. (company) — Former Name
  • April 15, 2024 (date) — Date of earliest event reported
  • One Main Street, Suite 1350, Cambridge, Massachusetts, 02142 (address) — Principal Executive Offices
  • 617 410-4650 (phone_number) — Registrant's Telephone Number
  • CGEM (ticker) — Trading Symbol
  • The Nasdaq Global Select Market (exchange) — Name of exchange on which registered

FAQ

What is the primary purpose of this 8-K filing for Cullinan Therapeutics, Inc.?

The primary purpose is to report current information as required by the SEC, including details about its principal executive offices, telephone number, and stock exchange listing.

When was the earliest event reported in this filing?

The earliest event reported in this filing was on April 15, 2024.

What is the trading symbol for Cullinan Therapeutics, Inc.'s common stock?

The trading symbol for Cullinan Therapeutics, Inc.'s common stock is CGEM.

On which exchange is Cullinan Therapeutics, Inc.'s common stock registered?

Cullinan Therapeutics, Inc.'s common stock is registered on The Nasdaq Global Select Market.

Has Cullinan Therapeutics, Inc. changed its name recently?

Yes, the filing indicates that the company was formerly known as Cullinan Oncology, Inc.

Filing Stats: 3,012 words · 12 min read · ~10 pages · Grade level 14 · Accepted 2024-04-16 07:14:39

Key Financial Figures

  • $0.0001 — nge on which registered Common Stock, $0.0001 par value per share CGEM The Nasdaq
  • $19.00 — ommon Stock "), at an offering price of $19.00 per Share and 315,790 pre-funded warran
  • $18.999 — Securities "), at an offering price of $18.999 per Pre-Funded Warrant. The exercise pr
  • $0.001 — e of each Pre-Funded Warrant will equal $0.001 per share, subject to proportional adju
  • $280 m — cement are expected to be approximately $280 million, before deducting placement agent

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Stock Purchase Agreement On April 15, 2024, Cullinan Therapeutics, Inc. (formerly known as Cullinan Oncology, Inc.) (the " Company ") entered into a Stock Purchase Agreement (the " Purchase Agreement ") for a private placement (the " Private Placement ") with certain institutional accredited investors named therein (each, a " Purchaser " and collectively, the " Purchasers "). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchasers 14,421,070 shares (the " Shares ") of the Company's common stock, par value $0.0001 per share (the " Common Stock "), at an offering price of $19.00 per Share and 315,790 pre-funded warrants to purchase Common Stock (the " Pre-Funded Warrants ," and together with the Shares, the " Securities "), at an offering price of $18.999 per Pre-Funded Warrant. The exercise price of each Pre-Funded Warrant will equal $0.001 per share, subject to proportional adjustments in the event of stock splits or combinations or similar events, and each Pre-Funded Warrant will be exercisable from the earlier of (i) the date the Pre-Funded Warrants are fully exercised and (ii) April 17, 2054, subject to an ownership limitation. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving 61 days' notice to the Company, but not to any percentage in excess of 19.99%. The gross proceeds of the Private Placement are expected to be approximately $280 million, before deducting placement agent fees and other expenses. The Private Placement is expected to close on April 18, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Private Placement, together

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Effective as of 9:47 A.M., Eastern Time on April 15, 2024, the Company amended its Second Amended and Restated Certificate of Incorporation, as amended (the " Certificate of Incorporation "), to effect a change of the Company's name from "Cullinan Oncology, Inc." to "Cullinan Therapeutics, Inc." (the " Name Change "). The Board of Directors of the Company (the " Board ") approved the Name Change pursuant to Section 242 of the General Corporation Law of the State of Delaware on April 14, 2024. Approval of the Company's stockholders was not required to effectuate the Name Change, the Name Change does not affect the rights of the Company's stockholders, and there were no other changes to the Certificate of Incorporation. A copy of the amendment to the Certificate of Incorporation filed with the Secretary of State of the State of Delaware to effect the Name Change is attached hereto as Exhibit 3.1 and incorporated herein by reference. In connection with the Name Change, the Board also approved an amendment and restatement of the Company's Second Amended and Restated Bylaws solely to reflect the Name Change (as amended and restated, the " Third Amended and Restated Bylaws ") effective as of April 15, 2024. A copy of the Third Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and incorporated herein by reference. Following the Name Change, the Common Stock will continue to be listed on The Nasdaq Global Select Market under the ticker symbol "CGEM". Trading of the Common Stock under the new name is expected to commence on April 16, 2024. The CUSIP number for the Common Stock will not change in connection with the Name Change.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 16, 2024, the Company issued a press release announcing the Private Placement and providing an update on its cash runway. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. Additionally, on April 16, 2024, the Company issued a press release announcing (i) the strategic expansion into autoimmune diseases, including the development plan of CLN-978, (ii) the initial clinical observations from CLN-978 in its Phase 1 clinical trial in patients with B-cell non-Hodgkin lymphoma (" B-NHL ") and (iii) the Name Change. The press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The Company also updated its corporate presentation, used from time to time in meetings with third parties and posted to its website. A copy of the current presentation is attached as Exhibit 99.3 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events. On April 16, 2024, the Company announced its strategic expansion into autoimmune diseases, including the development plan of CLN-978, and the initial clinical observations from CLN-978 in its Phase 1 clinical trial in patients with B-NHL and its Name Change. The Company plans to submit an investigational new drug application to study CLN-978 in patients with systemic lupus erythematosus in the third quarter of 2024. The Company has discontinued enrollment in its B-NHL study to focus ongoing development in autoimmune diseases. The Company announced that clinical observations from three patients treated in a Phase 1 dose escalation trial of patients with B-NHL show that CLN-978 was clinically active at the initial starting dose of 30 g administered subcutaneously once weekly, as summarized in the table below. Disease Characteristics and Efficacy Observations Treatment Emergent Adverse Events 1 ID Diagnosis Prior Lines Duration of CLN-978 Treatment Best Response Non-Hematological Hematological CRS ICANS 1 Diffuse Large B Cell Lymphoma 3 9 doses Progressive Disease Grade 1 fatigue, injection site reaction, intermittent headaches Grade 4 lymphopenia 2 Grade 1 (fever) None 2 Follicular 3 24 doses (ongoing) Stable Disease Grade 1 pruritus Grade 4 lymphopenia Grade 1 (fever) None 3 Mantle 3 7 doses Complete Response Grade 3 vascular access complication (DVT) 3,4 Grade 2 intermittent restlessness Grade 3 lymphopenia None None 1 Highest grade events reported per category 2 Transient (<96h) lymphopenia following the first dose only based on mechanism of action (B cell depletion + transient T cell margination) 3 DVT = deep venous thrombosis, patient with prior history venous thromboembolic disease 4 Investigator assessed unrelated to CLN-978 Two of the three patients experienced objective clinical benefit including one patient who experienced a complete response

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. These forward-looking statements include, but are not limited to, express or implied statements regarding the Company's beliefs and expectations regarding: the Company's cash runway following the closing of the Private Placement, our preclinical and clinical developments plans and timelines, including the uncertainty regarding the timing and results of regulatory submissions, including the IND we intend to file with CLN-978 and the risk that any INDs we may file are not cleared by the United States Food and Drug Administration or are not cleared on our expected timelines, or at all, the clinical and therapeutic potential of our product candidates, the strategy of our product candidates, our research and development activities, the expected use of proceeds from the private placement and the expected timeline for closing the private placement. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "hope," "intend," "may," "plan," "potential," "predict," "project," "target," "should," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this Current Report on Form 8-K are based on management's current expectations and beliefs of future events and are subject to known and unknown risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, the following: the risk that the conditions to closing of the Private Placement are not satisfied; uncertainty regarding the timing and results of r

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, effective as of April 15, 2024 3.2 Third Amended and Restated Bylaws of Cullinan Therapeutics, Inc., effective as of April 15, 2024 10.1 Form of Stock Purchase Agreement, dated April 15, 2024, by and among Cullinan Therapeutics, Inc. and the purchasers party thereto 10.2 Form of Registration Rights Agreement, dated April 15, 2024, by and among Cullinan Therapeutics, Inc. and the purchasers party thereto 10.3 Form of Pre-Funded Warrant 99.1 Press release issued by Cullinan Therapeutics, Inc. on April 16, 2024, related to the Private Placement 99.2 Press release issued by Cullinan Therapeutics, Inc. on April 16, 2024, related to CLN-978 and the Name Change 99.3 Corporate Presentation 104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CULLINAN THERAPEUTICS, INC. Date: April 16, 2024 By: /s/ Nadim Ahmed Nadim Ahmed Chief Executive Officer

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