Cullinan Therapeutics, Inc. (formerly Cullinan Oncology,
Inc.) (Nasdaq: CGEM; “Cullinan”), a biopharmaceutical company
focused on developing modality-agnostic targeted therapies, today
announced that it has entered into a stock purchase agreement with
certain institutional and accredited investors for a private
placement of approximately $274.0 million of shares of its common
stock at a price of $19.00 per share and, in lieu of common stock
to certain investors, $6.0 million of pre-funded warrants to
purchase shares of its common stock at a price of $18.999 per
pre-funded warrant. The exercise price of each pre-funded warrant
will equal $0.001 per share. Cullinan expects to receive gross
proceeds from the offering of approximately $280.0 million, before
deducting placement agent fees and other offering expenses.
The private placement consisted of participation from new and
existing investors, including Adage Capital Partners LP, Avidity
Partners, Blue Owl Healthcare Opportunities, Boxer Capital,
Braidwell LP, BVF Partners L.P., Foresite Capital Management, an
affiliate of Deerfield Management, Invus, OrbiMed, Paradigm
BioCapital, Rock Springs Capital, RTW Investments, Surveyor Capital
(a Citadel company) and Venrock Healthcare Capital Partners.
The private placement is expected to close on or about April 18,
2024, subject to the satisfaction of customary closing
conditions.
Proceeds from the financing are expected to be used to support
Cullinan’s ongoing research and development activities, the
expansion of its CD19xCD3 T cell engager clinical program for
autoimmune diseases, as well as general corporate purposes and
working capital.
Morgan Stanley, TD Cowen, and Leerink Partners acted as lead
placement agents for the private placement. Stifel acted as a
placement agent and Wedbush & Co., LLC and BTIG acted as
co-placement agents for the private placement.
The proceeds from the private placement, combined with current
cash, cash equivalents, short-term investments and interest
receivable, are expected to fund Cullinan’s current operating plan
into 2028.
The securities to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state or other applicable jurisdictions’
securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state or other jurisdictions’ securities laws. Cullinan has agreed
to file a registration statement with the United States Securities
and Exchange Commission (the “SEC”) registering the resale of the
shares of common stock issued in the private placement and the
shares of common stock issuable upon the exercise of the pre-funded
warrants issued in the private placement, no later than 30 days
after the closing of the private placement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any offer, solicitation or sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. Any offering of the securities under the resale
registration statement will only be made by means of a
prospectus.
About Cullinan Therapeutics
Cullinan Therapeutics, Inc. (Nasdaq: CGEM) is a
biopharmaceutical company dedicated to creating new standards of
care for patients. We have strategically built a diversified
portfolio of clinical-stage assets that inhibit key drivers of
disease or harness the immune system to eliminate diseased cells in
both oncology and autoimmune diseases. Our portfolio encompasses a
wide range of modalities, each with the potential to be best and/or
first in class. Anchored in a deep understanding of oncology,
immunology, and translational medicine, we create differentiated
ideas, identify the most appropriate targets, and select the
optimal modality to develop transformative therapeutics across a
wide variety of cancer and autoimmune indications. We push
conventional boundaries from candidate selection to differentiated
therapeutic, applying rigorous go/no go criteria at each stage of
development to fast-track only the most promising molecules to the
clinic and, ultimately, commercialization. With deep scientific
expertise, our teams exercise creativity and urgency to deliver on
our promise to bring new therapeutic solutions to patients.
Forward-Looking Statements
This press release 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 statements regarding Cullinan’s beliefs and
expectations regarding the expected timeline for closing of the
private placement, the intended use of proceeds from the private
placement, the filing and timing of a resale registration
statement, its cash runway, and its plans regarding the clinical
and therapeutic potential of our product candidates and future
research and development activities. The words “estimate,”
“expect,” “hope,” “intend,” “may,” “plan,” “potential,” 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 press release 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, risks
associated with market conditions and the satisfaction of closing
conditions related to the private placement and risks associated
with Cullinan’s cash needs. These and other important risks and
uncertainties discussed in our filings with the Securities and
Exchange Commission, including under the caption “Risk Factors” in
our most recent Annual Report on Form 10-K and subsequent filings
with the SEC, could cause actual results to differ materially from
those indicated by the forward-looking statements made in this
press release. While we may elect to update such forward-looking
statements at some point in the future, we disclaim any obligation
to do so, even if subsequent events cause our views to change,
except to the extent required by law. These forward-looking
statements should not be relied upon as representing our views as
of any date subsequent to the date of this press release. Moreover,
except as required by law, neither Cullinan nor any other person
assumes responsibility for the accuracy and completeness of the
forward-looking statements included in this press release. Any
forward-looking statement included in this press release speaks
only as of the date on which it was made.
Contacts
InvestorsChad Messer+1
203.464.8900cmesser@cullinanoncology.com
Media Rose Weldon
215-801-7644rweldon@cullinanoncology.com
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