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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


☐	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 THERAPEUTICS, INC.

(Exact name of Registrant as specified in its Charter)


Delaware	81-3879991
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Main Street Suite 1350 Cambridge, MA	02142
(Address of principal executive offices)	(Zip Code)

(617) 410-4650

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	CGEM	The Nasdaq Global Select Market

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The number of shares of the Registrant’s common stock outstanding as of July 31, 2025 was 59,074,391.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations and Comprehensive Income (Loss)	2
	Consolidated Statements of Stockholders’ Equity	3
	Consolidated Statements of Cash Flows	5
	Notes to the Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
	Signatures	24

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. All statements, other than statements of historical facts, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, and expected market growth are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “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 Quarterly Report on Form 10-Q reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 10-K") and other filings with the Securities and Exchange Commission (the “SEC”), including the following:

•

the commercial success, cost of development, and timing of the approval of our clinical-stage product candidates;

•

the initiation, timing, progress, results, and cost of our research and development programs, and our current and future preclinical studies and clinical trials, including statements regarding the timing of initiation and completion of studies or clinical trials and related preparatory work, and the period during which the results of the trials will become available;

•

our ability to submit, and obtain clearance of, any global regulatory filings, including investigational new drug applications, on our expected timelines, or at all;

•

our ability to initiate, recruit, and enroll patients in and conduct our clinical trials at the pace that we project;

•

our ability to obtain and maintain regulatory approval of our product candidates, and any related restrictions, limitations, or warnings in the label of any of our product candidates, if approved;

•

the effect of changes in global economic conditions, including uncertainties related to international trade policies, tariffs and supply chain dynamics, on our business and operations, including our expenses, supply chain, manufacturing processes, preclinical studies, and clinical trials;

•

our ability to compete with companies currently marketing therapies or developing product candidates with targets or indications similar to our product candidates’ targets or indications;

•

our reliance on third parties to conduct our clinical trials and to manufacture drug substance and drug product for use in our clinical trials;

•

the size and growth potential of the markets for any of our current and future product candidates, and our ability to serve those markets;

•

our ability to identify and advance through clinical development any additional product candidates;

•

the commercialization of our current and future product candidates, if approved, including our ability to successfully build a specialty sales force and commercial infrastructure to market our current and future product candidates;

•

our ability to identify research priorities and apply a risk-mitigated strategy to efficiently discover and develop current and future product candidates;

•

our ability to retain and recruit key personnel;

•

our ability to obtain and maintain adequate intellectual property rights;

•

our expectations regarding government and third-party payor coverage, pricing, and reimbursement;

•

our estimates of our expenses, ongoing losses, capital requirements, the sufficiency of our current resources, and our needs for or ability to obtain additional financing;

•

the milestone payments that we may receive from Taiho Pharmaceutical Co., Ltd.;

•

potential investments in our pipeline and the potential for such product candidates;

•

the potential benefits of strategic collaboration agreements, our ability to enter into additional strategic collaborations or arrangements, and our ability to attract collaborators with development, regulatory, and commercialization expertise; and

•

developments and projections relating to our competitors or our industry.

These factors are discussed more fully in our 2024 10-K and elsewhere in this Quarterly Report on Form 10-Q and other reports we file with the SEC. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and investors should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make or collaborations or strategic partnerships we may enter into.

You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed or incorporated by reference as exhibits hereto completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This Quarterly Report on Form 10-Q also contains estimates, projections, and other information concerning our industry, our business, and the markets for our product candidates. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from our own internal estimates and research, as well as from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data, and similar sources. While we are not aware of any misstatements regarding any third-party information presented in this Quarterly Report on Form 10-Q, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties and are subject to change based on various factors, including those discussed under the section titled “Risk Factors” in our 2024 10-K and elsewhere in this Quarterly Report on Form 10-Q.

iii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CULLINAN THERAPEUTICS, INC.

Consolidated Balance Sheets

(unaudited)

(in thousands, except share amounts)


	June 30, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	72,820		$	83,005
Short-term investments		192,662			315,972
Prepaid expenses and other current assets		10,429			15,691
Total current assets		275,911			414,668
Property and equipment, net		569			683
Operating lease right-of-use assets		1,180			1,667
Other assets		367			366
Long-term investments		242,302			204,440
Total assets	$	520,329		$	621,824
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	2,461		$	1,682
Accrued expenses and other current liabilities		24,203			27,663
Operating lease liabilities, current		1,394			1,302
Total current liabilities		28,058			30,647
Long-term liabilities:
Operating lease liabilities, net of current portion		125			849
Total liabilities		28,183			31,496
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 647,500 shares issued and outstanding as of June 30, 2025 and December 31, 2024		—			—
Common stock, $0.0001 par value, 150,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 59,074,391 and 58,510,610 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		6			6
Additional paid-in capital		978,329			958,695
Accumulated other comprehensive income (loss)		607			(133	)
Accumulated deficit		(486,796	)		(368,240	)
Total Cullinan stockholders' equity		492,146			590,328
Noncontrolling interests		—			—
Total stockholders' equity		492,146			590,328
Total liabilities and stockholders' equity	$	520,329		$	621,824

See accompanying notes to the unaudited consolidated financial statements.

CULLINAN THERAPEUTICS, INC.

Consolidated Statements of Operations and Comprehensive INCOME (LOSS)

(unaudited)

(in thousands, except per share amounts)


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Operating expenses:
Research and development	$	61,030		$	36,259		$	102,489		$	66,905
General and administrative		14,768			13,768			28,305			26,111
Total operating expenses		75,798			50,027			130,794			93,016
Loss from operations		(75,798	)		(50,027	)		(130,794	)		(93,016	)
Other income (expense):
Interest income		5,924			8,071			12,504			13,764
Other expense, net		(181	)		(72	)		(266	)		(116	)
Net loss		(70,055	)		(42,028	)		(118,556	)		(79,368	)
Net loss attributable to noncontrolling interests		—			—			—			(192	)
Net loss attributable to Cullinan	$	(70,055	)	$	(42,028	)	$	(118,556	)	$	(79,176	)

Comprehensive income (loss):
Net loss	$	(70,055	)	$	(42,028	)	$	(118,556	)	$	(79,368	)
Unrealized gain (loss) on investments		102			(145	)		740			(347	)
Comprehensive loss		(69,953	)		(42,173	)		(117,816	)		(79,715	)
Comprehensive loss attributable to noncontrolling interests		—			—			—			(192	)
Comprehensive loss attributable to Cullinan	$	(69,953	)	$	(42,173	)	$	(117,816	)	$	(79,523	)

Basic and diluted net loss per share attributable to Cullinan:
Common stock	$	(1.07	)	$	(0.68	)	$	(1.81	)	$	(1.43	)
Preferred stock	$	(10.70	)	$	(6.83	)	$	(18.12	)	$	(14.26	)
Weighted-average shares used in computing basic and diluted net loss per share attributable to Cullinan:
Common stock		59,015			55,052			58,960			49,031
Preferred stock		648			648			648			648

See accompanying notes to the unaudited consolidated financial statements.

CULLINAN THERAPEUTICS, INC.

Consolidated Statements of STOCKHOLDERS’ EQUITY

(unaudited)

(in thousands, except share amounts)


	Preferred Stock				Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Noncontrolling		Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Income (Loss)			Deficit			Interests		Equity
Balances at December 31, 2024		647,500	$	—		58,510,610	$	6	$	958,695	$	(133	)	$	(368,240	)	$	—	$	590,328
Issuance of common stock under equity-based compensation plans		—		—		188,309		—		—		—			—			—		—
Equity-based compensation		—		—		—		—		9,374		—			—			—		9,374
Unrealized gain on investments		—		—		—		—		—		638			—			—		638
Net loss		—		—		—		—		—		—			(48,501	)		—		(48,501	)
Balances at March 31, 2025		647,500		—		58,698,919		6		968,069		505			(416,741	)		—		551,839
Issuance of common stock under equity-based compensation plans		—		—		59,724		—		373		—			—			—		373
Issuance of common stock upon exercise of pre-funded warrants		—		—		315,748		—		—		—			—			—		—
Equity-based compensation		—		—		—		—		9,887		—			—			—		9,887
Unrealized gain on investments		—		—		—		—		—		102			—			—		102
Net loss		—		—		—		—		—		—			(70,055	)		—		(70,055	)
Balances at June 30, 2025		647,500	$	—		59,074,391	$	6	$	978,329	$	607		$	(486,796	)	$	—	$	492,146

See accompanying notes to the unaudited consolidated financial statements.

CULLINAN THERAPEUTICS, INC.

Consolidated Statements of STOCKHOLDERS’ EQUITY

(unaudited)

(in thousands, except share amounts)


	Preferred Stock				Common Stock				Additional Paid-In			Accumulated Other Comprehensive			Accumulated			Noncontrolling			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital			Income (Loss)			Deficit			Interests			Equity
Balances at December 31, 2023		647,500	$	—		42,900,083	$	4	$	654,685		$	(129	)	$	(200,857	)	$	192		$	453,895
Issuance of common stock under equity-based compensation plans		—		—		165,562		—		1,085			—			—			—			1,085
Equity-based compensation		—		—		—		—		8,227			—			—			—			8,227
Unrealized loss on investments		—		—		—		—		—			(202	)		—			—			(202	)
Net loss		—		—		—		—		—			—			(37,148	)		(192	)		(37,340	)
Balances at March 31, 2024		647,500		—		43,065,645		4		663,997			(331	)		(238,005	)		—			425,665
Issuance of common stock and pre-funded warrants, net of issuance costs		—		—		14,421,070		1		262,651			—			—			—			262,652
Issuance of common stock under equity-based compensation plans		—		—		384,923		1		3,335			—			—			—			3,336
Equity-based compensation		—		—		—		—		10,533			—			—			—			10,533
Acquisition of noncontrolling interests		—		—		—		—		(3,792	)		—			—			—			(3,792	)
Unrealized loss on investments		—		—		—		—		—			(145	)		—			—			(145	)
Net loss		—		—		—		—		—			—			(42,028	)		—			(42,028	)
Balances at June 30, 2024		647,500	$	—		57,871,638	$	6	$	936,724		$	(476	)	$	(280,033	)	$	—		$	656,221

See accompanying notes to the unaudited consolidated financial statements.

CULLINAN THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Six Months Ended June 30,
	2025			2024
Operating activities:
Net loss	$	(118,556	)	$	(79,368	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity-based compensation expense		19,261			18,760
Accretion on marketable securities		(4,017	)		(7,031	)
Depreciation and amortization		153			153
Changes in operating assets and liabilities:
Prepaid expenses and other assets		5,259			(2,181	)
Accounts payable		779			(938	)
Accrued expenses and other liabilities		(3,643	)		(3,933	)
Net cash used in operating activities		(100,764	)		(74,538	)
Investing activities:
Maturities of marketable securities		294,572			284,142
Purchases of marketable securities		(204,366	)		(456,298	)
Net cash provided by (used in) investing activities		90,206			(172,156	)
Financing activities:
Issuance of common stock and pre-funded warrants, net of issuance costs		—			262,652
Issuance of common stock under equity-based compensation plans		373			4,421
Acquisition of noncontrolling interests		—			(3,792	)
Net cash provided by financing activities		373			263,281
Net increase (decrease) in cash and cash equivalents		(10,185	)		16,587
Cash and cash equivalents at beginning of period		83,005			98,434
Cash and cash equivalents at end of period	$	72,820		$	115,021
SUPPLEMENTAL NONCASH DISCLOSURE
Non-cash investing and financing activities and supplemental cash flow information
Cash refunded for income taxes	$	(2,970	)	$	(2,274	)
Purchases of property and equipment included in accounts payable and accrued expenses and other liabilities	$	38		$	—

See accompanying notes to the unaudited consolidated financial statements.

CULLINAN THERAPEUTICS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(1)

Nature of Business and Basis of Presentation

Organization

Cullinan Therapeutics, Inc., together with its consolidated subsidiaries ("Cullinan" or the "Company"), is a clinical-stage biopharmaceutical company dedicated to creating new standards of care for patients that was incorporated in September 2016 and has a principal place of business in Cambridge, Massachusetts. In April 2024, the Company changed its name from Cullinan Oncology, Inc. to Cullinan Therapeutics, Inc.

Liquidity

The Company has a history of significant operating losses and has had negative cash flows from operations since its inception and expects to continue to generate operating losses for the foreseeable future. Cullinan’s ultimate success depends on the outcome of its research and development activities as well as its ability to commercialize the Company’s product candidates. Cullinan is subject to a number of risks including, but not limited to, the need to obtain adequate additional funding for the ongoing and planned clinical development of its product candidates. Due to the numerous risks and uncertainties associated with pharmaceutical development, government regulation, potential commercialization, intellectual property, and our reliance on third parties, the Company is unable to accurately predict the timing or amount of funds required to complete development of its product candidates, and costs could exceed Cullinan’s expectations for a number of reasons, including reasons beyond the Company’s control.

Since inception, Cullinan has funded its operations primarily through the sale of equity securities and from licensing or selling the rights to its product candidates. The Company expects that its cash, cash equivalents, and short-term investments of $265.5 million, and long-term investments and interest receivable of $245.4 million as of June 30, 2025, will be sufficient to fund its operating expenses and capital expenditure requirements through the next twelve months from the date of issuance of these consolidated financial statements.

(2)

Summary of Significant Accounting Policies

Cullinan’s significant accounting policies have not changed materially from those disclosed in its annual audited consolidated financial statements and accompanying notes in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 10-K”).

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and in accordance with applicable rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting and include the accounts of Cullinan and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

In the opinion of Cullinan’s management, the unaudited consolidated financial statements reflect all adjustments, which are normal and recurring in nature, and necessary for fair financial statement presentation. The preparation of these unaudited consolidated financial statements and accompanying notes in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. These unaudited consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited consolidated financial statements and accompanying notes included in the 2024 10-K.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued an accounting standards update to enhance transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The main provisions in this update will require companies to disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. This update will also require companies to disclose, on an annual basis, the amount of income taxes paid, income (or loss) from continuing operations before income tax expense (or benefit), and income tax expense (or benefit) from continuing operations, disaggregated by federal, state and foreign jurisdictions. This new standard is effective for fiscal years beginning after December 15, 2024. Cullinan adopted this standard on January 1, 2025.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued an accounting standards update to improve disclosures regarding the types of expenses included in commonly presented expense captions, including disaggregating the amounts of employee compensation, depreciation and amortization included within each income statement expense caption. This standard will be effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Cullinan is evaluating the impact of adopting this new standard on its consolidated financial statements and disclosures.

(3)

Financial Instruments

Investments

Cullinan recognized its investments by security type at June 30, 2025 as follows (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Short-term investments
U.S. government notes	$	128,522	$	40	$	(14	)	$	128,548
Corporate notes		64,183		6		(75	)		64,114
Total short-term investments		192,705		46		(89	)		192,662
Long-term investments
U.S. government notes		129,675		561		(3	)		130,233
Corporate notes		72,430		139		(73	)		72,496
Asset-backed securities		39,547		37		(11	)		39,573
Total long-term investments		241,652		737		(87	)		242,302
Total investments	$	434,357	$	783	$	(176	)	$	434,964

Cullinan recognized its investments by security type at December 31, 2024 as follows (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Short-term investments
Corporate notes	$	211,584	$	343	$	(6	)	$	211,921
U.S. government notes		78,874		81		—			78,955
Asset-backed securities		25,084		12		—			25,096
Total short-term investments		315,542		436		(6	)		315,972
Long-term investments
U.S. government notes		118,423		88		(188	)		118,323
Corporate notes		77,196		9		(472	)		76,733
Asset-backed securities		9,384		—		—			9,384
Total long-term investments		205,003		97		(660	)		204,440
Total investments	$	520,545	$	533	$	(666	)	$	520,412

Fair Value of Financial Instruments

The following table sets forth the fair value of Cullinan’s financial assets that were measured at fair value on a recurring basis as of June 30, 2025 (in thousands):


	Level 1		Level 2		Level 3		Total
Short-term investments
U.S. government notes	$	—	$	128,548	$	—	$	128,548
Corporate notes		—		64,114		—		64,114
Total short-term investments		—		192,662		—		192,662
Long-term investments
U.S. government notes		—		130,233		—		130,233
Corporate notes		—		72,496		—		72,496
Asset-backed securities		—		39,573		—		39,573
Total long-term investments		—		242,302		—		242,302
Total investments	$	—	$	434,964	$	—	$	434,964

The following table sets forth the fair value of the Company’s financial assets that were measured at fair value on a recurring basis as of December 31, 2024 (in thousands):


	Level 1		Level 2		Level 3		Total
Short-term investments
Corporate notes	$	—	$	211,921	$	—	$	211,921
U.S. government notes		—		78,955		—		78,955
Asset-backed securities		—		25,096		—		25,096
Total short-term investments		—		315,972		—		315,972
Long-term investments
U.S. government notes		—		118,323		—		118,323
Corporate notes		—		76,733		—		76,733
Asset-backed securities		—		9,384		—		9,384
Total long-term investments		—		204,440		—		204,440
Total investments	$	—	$	520,412	$	—	$	520,412

As of June 30, 2025 and December 31, 2024, the fair values of Cullinan's cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximated their carrying values due to the short-term nature of these instruments.

(4)

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of June 30, 2025 and December 31, 2024 (in thousands):


	June 30, 2025		December 31, 2024
Contracted research and development expenses	$	11,903	$	10,297
Due to Taiho under collaboration agreement, net		5,253		5,994
Employee compensation		4,813		9,935
Other current liabilities		2,234		1,437
Total accrued expenses and other current liabilities	$	24,203	$	27,663

(5)

License and Collaboration Agreements

Genrix License Agreement

In June 2025, the Company and Chongqing Genrix Biopharmaceutical Co., Ltd. (“Genrix”) entered into a license agreement (the “Genrix License Agreement”), pursuant to which Genrix granted Cullinan a global (excluding mainland China, Hong Kong, Macau and Taiwan), exclusive license to develop and commercialize velinotamig, a BCMAxCD3 bispecific T cell engager, in all fields of use.

Under the terms of the Genrix License Agreement, Cullinan paid Genrix an upfront license fee of $20.0 million. Genrix will be eligible to receive up to $292.0 million in milestone payments based on the achievement of development and regulatory milestones. Genrix is also eligible to receive up to an additional $400.0 million in net sales-based milestones as well as tiered royalties ranging from mid-single digit to mid-teens, as a percentage of net sales of licensed products.

Unless earlier terminated, the Genrix License Agreement will continue in effect on a country-by-country basis until the expiration of Cullinan’s royalty obligations in such country. The Genrix License Agreement may be terminated by either party for a material breach by the other party, subject to notice and cure provisions, or in the event of the other party’s insolvency. Additionally, subject to a notice period, Cullinan may terminate the Genrix License Agreement for convenience. In the Genrix License Agreement, each party made customary representations and warranties and agreed to customary covenants, including, without limitation, with respect to indemnification, for transactions of this type.

Cullinan evaluated the Genrix License Agreement and determined that the exclusive license to develop and commercialize velinotamig represented an asset acquisition of in-process research and development. The Company also determined that the asset had no alternative future use at the time of acquisition, and therefore the upfront license fee of $20.0 million was recorded within research and development expenses during the three and six months ended June 30, 2025.

Harbour License Agreement

The Company and Harbour BioMed US Inc. (“Harbour”) were party to a license and collaboration agreement pursuant to which Harbour granted Cullinan an exclusive license for the development, manufacturing and commercialization of HBM7008 (CLN-418) in the U.S. In August 2024, following a review of the data from the Phase 1 clinical trial of CLN-418, the Company notified Harbour of its decision to terminate the license and collaboration agreement, effective November 2024. In connection with the termination, the Company discontinued development of CLN-418 and returned development and commercial rights for CLN-418 to Harbour.

Taiho Agreements

Cullinan has a co-development agreement with an affiliate of Taiho Pharmaceutical Co., Ltd ("Taiho"), pursuant to which the Company is collaborating to develop zipalertinib and has the option to co-commercialize zipalertinib in the U.S. Development costs for zipalertinib are shared equally between Taiho and the Company with each party receiving 50% of any future pre-tax profits from potential U.S. sales of zipalertinib.

The Company concluded that the co-development agreement with Taiho is a collaborative arrangement because Cullinan is an active participant in the development of zipalertinib. Payments made to or received from Taiho for zipalertinib development activities after the execution of the co-development agreement are recorded within research and development expenses and general and administrative expenses. For the three and six months ended June 30, 2025, the Company recorded $7.8 million and $13.4 million, respectively, related to its share of research and development costs incurred by Taiho. The Company recorded $0.6 million and $1.1 million, respectively, for the three and six months ended June 30, 2025 related to its share of general and administrative costs incurred by Taiho. Cullinan incurred $3.1 million and $4.5 million of costs that were reimbursable by Taiho for the three and six months ended June 30, 2025, respectively, which were recorded as a reduction to research and development expenses. For the three and six months ended June 30, 2024, the Company recorded $5.2 million and $11.2 million, respectively, related to its share of research and development costs incurred by Taiho. Cullinan incurred $2.8 million and $4.7 million of costs that were reimbursable by Taiho for the three and six months ended June 30, 2024, respectively, which were recorded as a reduction to research and development expenses. The net amounts of $5.3 million and $6.0 million due to Taiho as of June 30, 2025 and December 31, 2024, respectively, were recorded within accrued expenses and other current liabilities.

Cullinan is also eligible to receive up to $130.0 million from Taiho tied to epidermal growth factor receptor exon 20 non-small-cell lung cancer U.S. regulatory milestones.

Other License and Collaboration Agreements

The Company has certain payment obligations that are contingent upon future events under various other license and collaboration agreements. Under these agreements, Cullinan will be required to make milestone payments upon successful completion and achievement of certain intellectual property, clinical, regulatory, and sales milestones and will be required to make royalty payments in connection with the sale of products developed under these agreements. During each of the three and six months ended June 30, 2025 and 2024, no milestone obligations were incurred under the Company’s other license and collaboration agreements.

(6)

Stockholders' Equity

Common Stock

Each share of common stock entitles the holder to one vote and to receive dividends when and if declared by the board of directors of the Company. No dividends have been declared through June 30, 2025.

2024 Private Placement

In April 2024, Cullinan completed a private placement (the "2024 Private Placement") in which Cullinan issued approximately 14.4 million shares of its common stock and pre-funded warrants to purchase approximately 0.3 million additional shares of its common stock. Cullinan received net proceeds of $262.7 million from the 2024 Private Placement, after deducting offering costs of $17.3 million. Refer to the discussion under the heading “Warrants” below for further detail regarding the pre-funded warrants.

At-the-Market Equity Offering Program

Cullinan has an at-the-market equity offering program (the “ATM") through an agreement with Cowen and Company, LLC ("Cowen") pursuant to which the Company may offer and sell up to $125.0 million of its common stock from time to time through Cowen, acting as its sales agent. The Company made no sales under the ATM in the six months ended June 30, 2025. Through June 30, 2025, the Company has sold approximately 3.3 million shares under the ATM and received net proceeds of $38.4 million after deducting commissions. As of June 30, 2025, Cullinan had $85.6 million in shares of its common stock remaining under the ATM.

Preferred Stock

Each share of preferred stock is convertible into ten shares of common stock at the option of the holder at any time, subject to certain limitations, including that the holder is prohibited from converting preferred stock into common stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own a number of shares of common stock more than 9.99% of the total common stock then issued and outstanding immediately following the conversion of such shares of preferred stock. Holders of the preferred stock are permitted to increase this percentage to an amount not to exceed 19.99% upon 60 days notice.

Shares of preferred stock generally have no voting rights, except as required by law and except that the consent of a majority of the holders of the outstanding preferred stock will be required to amend the terms of the preferred stock. In the event of the Company’s liquidation, dissolution or winding up, holders of preferred stock will participate pari passu with any distribution of proceeds to holders of common stock. Holders of preferred stock are entitled to receive when, as, and if dividends are declared and paid on the common stock, an equivalent dividend, calculated on an as-converted basis. Shares of preferred stock are otherwise not entitled to dividends.

The preferred stock ranks (i) senior to any class or series of capital stock of Cullinan created specifically ranking by its terms junior to the preferred stock; (ii) on parity with the common stock and any class or series of capital stock of the Company created specifically ranking by its terms on parity with the preferred stock; and (iii) junior to any class or series of capital stock of Cullinan created specifically ranking by its terms senior to any preferred stock, in each case, as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily.

The Company determined that the preferred stock should be classified as permanent equity.

Noncontrolling Interests

Certain of the Company's clinical-stage product candidates are held through development subsidiaries in which the Company has controlling interests. The following table shows the Company’s ownership interest as of June 30, 2025 and December 31, 2024, respectively, in product candidates in which the Company has a controlling interest:


	Ownership Interest as of
Product Candidate	June 30, 2025	December 31, 2024
CLN-619	99%	99%
CLN-049	98%	98%
CLN-617	96%	96%

In April 2024, Cullinan paid $3.8 million to acquire shares of its CLN-619 development subsidiary that were held by noncontrolling interests.

Warrants

In April 2025, all outstanding pre-funded warrants were exercised on a cashless basis in exchange for 0.3 million shares of common stock.

Cullinan determined that the pre-funded warrants should be equity-classified when they were issued. The Company also determined that the pre-funded warrants should be included in the weighted-average shares used in computing basic net loss per share attributable to common stockholders of Cullinan.

(7)

Equity-Based Compensation

Cullinan recorded equity-based compensation in the following expense categories in the consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
General and administrative	$	5,721	$	6,679	$	11,166	$	11,771
Research and development		4,166		3,854		8,095		6,989
Total equity-based compensation	$	9,887	$	10,533	$	19,261	$	18,760

(8)

Royalty Transfer Agreements

The Company's CLN-619, CLN-049, and CLN-617 development subsidiaries are each party to royalty transfer agreements with two charitable foundations. Under these royalty transfer agreements, the charitable foundations are collectively entitled to receive a low single digit royalty percentage of all global net sales of any products developed by the applicable subsidiary, subject to limitations after patent expirations and on intellectual property developed after a change of control. Cullinan has deemed these royalty transfer agreements to be freestanding financial instruments that should be accounted for at fair value. The Company concluded that these instruments had no value at the inception of the agreements.

Cullinan has not had any applicable net sales from its products and as a result, has not paid or incurred any royalties under these agreements as of June 30, 2025. Given the early-stage nature of the underlying technologies and inherent risks associated with obtaining regulatory approval and achieving commercialization, the Company ascribed no value to the royalty transfer agreements as of June 30, 2025 and December 31, 2024.

(9)

Commitments and Contingencies

The Company enters into contracts in the normal course of business with contract research organizations, contract manufacturing organizations, and other third parties for preclinical research studies, clinical trials and testing and manufacturing services. These agreements generally include cancellation clauses.

Indemnification Agreements

In the ordinary course of business, Cullinan may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require Cullinan, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in certain cases, unlimited. To date, Cullinan has not incurred any material costs as a result of such indemnifications. The Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of June 30, 2025 and December 31, 2024.

Legal Proceedings

Cullinan is not currently party to, or aware of, any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. Cullinan expenses as incurred the costs related to such legal proceedings.

(10)

Leases

Cullinan has an operating lease for approximately 14,000 square feet of office space in a multi-tenant building in Cambridge, Massachusetts, which commenced in August 2022 and goes through July 2026. The Company also had an operating lease for approximately 8,000 square feet of office space in a multi-tenant building in Cambridge, Massachusetts, which commenced in February 2018 and expired in June 2024. Lease expense consisted of operating lease costs of $0.3 million in each of the three months ended June 30, 2025 and 2024. Lease expense consisted of operating lease costs of $0.6 million in each of the six months ended June 30, 2025 and 2024.

The following table summarizes supplemental cash flow information for the six months ended June 30, 2025 and 2024 (in thousands):


	Six Months Ended June 30,
	2025		2024
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	729	$	1,024

The following table summarizes the Company’s future minimum lease payments as of June 30, 2025 (in thousands):


	June 30, 2025
Remainder of 2025	$	732
2026		872
Total future minimum lease payments		1,604
Less: imputed interest		(85	)
Total lease liabilities at present value	$	1,519

The following table summarizes the weighted-average remaining lease term and discount rate as of June 30, 2025 and December 31, 2024:


	June 30, 2025			December 31, 2024
Weighted-average remaining lease term (in years)		1.1			1.6
Weighted-average discount rate		11.0	%		11.0	%

(11)

Net Loss per Share Attributable to Cullinan

The Company computes net loss per share attributable to Cullinan for its common stock and preferred stock using the two-class method required for multiple classes of common stock. The two-class method is an earnings (loss) allocation method under which earnings (loss) per share is calculated for each class of common stock.

The following tables set forth the calculation of basic and diluted net loss per share attributable to Cullinan for the three and six months ended June 30, 2025 and 2024 (in thousands, except per share data):


	Three Months Ended June 30,
	2025						2024
	Common Stock			Preferred Stock			Common Stock			Preferred Stock
Numerator:
Net loss attributable to Cullinan - basic and diluted	$	(63,127	)	$	(6,928	)	$	(37,605	)	$	(4,423	)
Denominator:
Weighted-average shares outstanding — basic and diluted		59,015			648			55,052			648
Net loss per share attributable to Cullinan:
Basic and diluted	$	(1.07	)	$	(10.70	)	$	(0.68	)	$	(6.83	)


	Six Months Ended June 30,
	2025						2024
	Common Stock			Preferred Stock			Common Stock			Preferred Stock
Numerator:
Net loss attributable to Cullinan - basic and diluted	$	(106,825	)	$	(11,731	)	$	(69,940	)	$	(9,236	)
Denominator:
Weighted-average shares outstanding — basic and diluted		58,960			648			49,031			648
Net loss per share attributable to Cullinan:
Basic and diluted	$	(1.81	)	$	(18.12	)	$	(1.43	)	$	(14.26	)

Cullinan used the treasury stock method for equity awards and the if converted method for preferred stock to determine the number of dilutive shares outstanding in each period. The following table sets forth potential common shares that were excluded from the diluted weighted-average common shares outstanding for the six months ended June 30, 2025 and 2024 because their effect would have been anti-dilutive (in thousands):


	Six Months Ended June 30,
	2025		2024
Stock options		12,601		8,289
Preferred stock		6,475		6,475
Restricted stock units		1,609		301
Employee stock purchase plan		10		7
Total		20,695		15,072

(12)

Segment Reporting

The Company operates and manages the business as one reporting and one operating segment, which is the business of developing immunology and oncology therapies. Cullinan has determined that its Chief Executive Officer is the chief operating decision maker (“CODM”). Cullinan’s CODM reviews financial information on an aggregate basis and uses net loss attributable to Cullinan as presented in the consolidated statement of operations and comprehensive income (loss) for purposes of allocating resources and evaluating financial performance.

Financial information of the Company’s reportable segment for the three and six months ended June 30, 2025 and 2024 are as follows (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Research and development ("R&D") programs:
CLN-049	$	4,898		$	1,686		$	8,793		$	3,162
CLN-418		—			2,037			—			5,109
CLN-617		1,403			953			3,196			1,965
CLN-619		7,317			7,329			13,435			11,615
CLN-978		5,393			4,458			10,066			5,961
Early-stage programs		1,986			1,455			3,008			2,816
Velinotamig		10			—			10			—
Zipalertinib		6,001			7,226			16,161			15,514
Total R&D program expense		27,008			25,144			54,669			46,142
Equity-based compensation		9,887			10,533			19,261			18,760
R&D personnel and operations		9,741			7,236			19,572			13,724
General and administrative personnel		3,335			3,601			6,824			7,553
License agreement obligations		20,115			25			20,153			50
Other segment expenses(1)		5,712			3,488			10,315			6,787
Loss from operations		(75,798	)		(50,027	)		(130,794	)		(93,016	)
Other income (expense):
Interest income		5,924			8,071			12,504			13,764
Other income (expense), net		(181	)		(72	)		(266	)		(116	)
Net loss		(70,055	)		(42,028	)		(118,556	)		(79,368	)
Net loss attributable to noncontrolling interests		—			—			—			(192	)
Net loss attributable to Cullinan	$	(70,055	)	$	(42,028	)	$	(118,556	)	$	(79,176	)

(1)

Other segment expenses for the three and six months ended June 30, 2025 and 2024 include legal fees relating to patent and corporate matters; professional fees for accounting, auditing, tax, and administrative consulting services; insurance costs; marketing expenses; depreciation; and other operating costs.

All of the Company’s long-lived assets were located in the U.S. as of each of June 30, 2025 and 2024. Expenditures for additions to long-lived assets included purchases of property and equipment for the three and six months ended June 30, 2025. There were no expenditures for long-lived assets in the three and six months ended June 30, 2024.

(13)

Subsequent Event

On July 4, 2025, the U.S enacted the budget reconciliation bill H.R. 1 into law, which included significant changes to U.S. income tax laws. Corporate tax provisions in the law include the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, modifications to the U.S.’s international tax framework, and expanded Section 162(m) aggregation requirements. The Company is in the process of evaluating the impact of these changes, and an estimate of the financial effect is not yet available.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”), filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025. This discussion and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results could differ materially from those discussed in these forward-looking statements. Please also refer to those factors described in “Part I, Item 1A. Risk Factors” of our 2024 10-K and "Part II. Item 1A. Risk Factors" in this Quarterly Report on Form 10-Q for important factors that we believe could cause actual results to differ materially from those in our forward-looking statements.

Overview

We are a clinical-stage biopharmaceutical company dedicated to creating new standards of care for patients. Our strategy is to identify high-impact targets, which we define as those that inhibit key drivers of disease or harness the immune system to eliminate diseased cells in both autoimmune diseases and cancer, and then select what we believe is the optimal therapeutic modality for those targets. We source innovation both internally and externally, focusing on product candidates with novel technology or differentiated mechanisms. Before we advance a product candidate into clinical development, we evaluate its potential for activity as a single agent as well as its ability to generate an immune response or to inhibit disease processes. Using this strategy, we have built a broad and deep pipeline of targeted immunology and oncology programs that includes multiple distinct clinical-stage product candidates.

Immunology

•

CLN-978 is a CD19xCD3 bispecific T cell engager that we are developing for autoimmune diseases. CLN-978 is being investigated in patients with systemic lupus erythematosus (“SLE”), rheumatoid arthritis (“RA”) and Sjögren’s disease (“SjD”). The global Phase 1 clinical trial in patients with moderate to severe SLE is enrolling in the United States, Europe, and Australia, and we plan to share initial safety data and B cell depletion data from Part A of the study in the fourth quarter of 2025. The Phase 1 clinical trial in patients with active, difficult-to-treat RA is enrolling in Europe, and we plan to share initial clinical data during the first half of 2026. This company-sponsored study is being led by sites at the Friedrich-Alexander University of Erlangen-Nuremberg in Germany and Università Cattolica del Sacro Cuore in Italy. The Phase 1 clinical trial in patients with active, moderate to severe SjD is ongoing in the U.S. and Europe.

•

Velinotamig is a BCMAxCD3 bispecific T cell engager that we are developing for autoimmune diseases. Chongqing Genrix Biopharmaceutical Co., Ltd. ("Genrix"), from whom we licensed velinotamig, plans to initiate a Phase 1 clinical trial in China in patients with autoimmune diseases by the end of 2025. We intend to use the data generated from this Phase 1 clinical trial to accelerate global clinical development of the program. Following the completion of the Genrix Phase 1 clinical trial, we will conduct all further development of velinotamig in autoimmune diseases.

Oncology

•

Zipalertinib (CLN-081/TAS6417), which we are co-developing with an affiliate of Taiho Pharmaceutical Co., Ltd. ("Taiho"), is an orally-available small-molecule, irreversible epidermal growth factor receptor ("EGFR") inhibitor that is designed to selectively target cells expressing EGFR exon 20 insertion mutations (“EGFR ex20ins”) with relative sparing of cells expressing wild-type EGFR.

We are evaluating zipalertinib in a pivotal Phase 2b portion of the REZILIENT1 clinical trial in patients with EGFR ex20ins non-small cell lung cancer ("NSCLC") who progressed after prior systemic therapy. In January 2025, we announced the Phase 2b portion of the REZILIENT1 trial met the primary endpoint of overall response rate in patients with EGFR ex20ins NSCLC who have received prior therapy. The results were shared at the 2025 American Society of Clinical Oncology Annual Meeting and published simultaneously in the Journal of Clinical Oncology. We plan to share updated efficacy and safety data in patients previously treated with amivantamab during a mini oral abstract session at the International Association for the Study of Lung Cancer ("IASLC") 2025 World Conference on Lung Cancer ("WCLC") in September 2025. Pending discussions with the U.S. Food and Drug Administration, Taiho plans to submit a new drug application for zipalertinib in relapsed EGFR ex20ins NSCLC by the end of 2025.

Taiho is evaluating zipalertinib in a global Phase 3 clinical trial (“REZILIENT3”) in combination with chemotherapy as a potential first-line treatment for EGFR ex20ins NSCLC adult patients. Taiho expects to complete enrollment of the trial in the first half of 2026.

Taiho is also evaluating zipalertinib in a Phase 2 parallel cohort study (“REZILIENT2”). Taiho plans to share initial data from the REZILIENT2 cohort exploring zipalertinib in patients with uncommon EGFR mutations during a mini oral abstract session at the IASLC 2025 WCLC in September 2025. Taiho also plans to share initial data from the REZILIENT2 cohort exploring zipalertinib in patients with active brain metastases at the European Society for Medical Oncology Congress 2025 in October 2025.

•

CLN-049 is a FLT3xCD3 bispecific T cell engager. CLN-049 is being investigated in an ongoing Phase 1 clinical trial in patients with relapsed/refractory acute myeloid leukemia ("AML") or myelodysplastic syndrome, and we plan to share clinical data in the fourth quarter of 2025. CLN-049 is also being evaluated in a Phase 1 clinical trial in patients with measurable minimal residual disease positive AML.

•

CLN-619 is a monoclonal antibody that stabilizes expression of MICA/B on the tumor cell surface to promote tumor cell lysis mediated by both cytotoxic innate and adaptive immune cells. Our Phase 1 clinical trial of CLN-619 continues with the disease-specific expansion cohorts in patients with NSCLC. We also continue to evaluate CLN-619 in a Phase 1 clinical trial in patients with relapsed/refractory multiple myeloma.

•

CLN-617 is a fusion protein combining two potent antitumor cytokines, interleukin-2 and interleukin-12, with tumor retention domains for the treatment of solid tumors. CLN-617 is being investigated in a Phase 1 clinical trial in patients with advanced solid tumors.

Preclinical Programs

In addition to the product candidates described above, we are actively developing several preclinical programs by leveraging our own internal expertise and through partnerships with external collaborators.

Recently Discontinued

In May 2025, following a review of the CLN-619 data from the disease-specific expansion cohorts for endometrial and cervical cancers, we announced discontinuation of further development of CLN-619 in patients with gynecological cancers as preliminary results did not meet our internal threshold for advancement.

Previously, we were evaluating CLN-418, a fully human bispecific immune activator targeting B7H4 and 4-1BB that we licensed from Harbour BioMed US Inc. (“Harbour”), in a Phase 1 clinical trial. In August 2024, following a review of the data from the Phase 1 clinical trial, we notified Harbour of our decision to terminate the license and collaboration agreement for CLN-418 (the “Harbour License Agreement”), effective November 2024. In connection with the termination of the Harbour License Agreement, we discontinued development of CLN-418 and returned development and commercial rights for CLN-418 to Harbour to focus our resources on our other product candidates.

Intellectual Property

We hold the worldwide intellectual property rights for CLN-978 and the worldwide, excluding mainland China, Hong Kong, Macau and Taiwan (collectively referred to as "greater China"), intellectual property rights for velinotamig. We also hold the worldwide intellectual property rights or exclusive options for worldwide intellectual property for our earlier-stage programs. We have a controlling interest in the worldwide intellectual property rights for CLN-619, CLN-049, and CLN-617. We are co-developing zipalertinib, for which Taiho holds the intellectual property rights, with an affiliate of Taiho. The following table shows our ownership interest as of June 30, 2025 in product candidates in which we have a controlling interest in the worldwide intellectual property rights:


Product Candidate		Ownership Interest as of June 30, 2025
CLN-619		99%
CLN-049		98%
CLN-617		96%

Financing and Business Operations

Since our inception in 2016, we have focused all of our efforts and financial resources on raising capital, organizing and staffing our company, identifying, acquiring or in-licensing and developing product and technology rights, establishing and protecting our intellectual property portfolio, and developing and advancing our programs. We do not have any products approved for sale and have not generated any revenue from product sales.

We have funded our operations primarily through the sale of equity securities and from licensing or selling the rights to our product candidates. As of June 30, 2025, we have received net proceeds of $842.2 million from equity financings. We have received $18.9 million in revenue from a previous license agreement and cash proceeds of $275.0 million from the sale of our equity interest in our former zipalertinib development subsidiary to Taiho.

As of June 30, 2025, we had cash, cash equivalents, and short-term investments of $265.5 million, and long-term investments and interest receivable of $245.4 million. Interest receivable is included in prepaid expenses and other current assets on the consolidated balance sheets and represents accrued and unpaid interest on our marketable securities. We have a history of significant operating losses and have had negative cash flows from operations since our inception. As of June 30, 2025, we had an accumulated deficit of $486.8 million. We expect to continue to generate operating losses for the foreseeable future. Our future viability is dependent on the success of our research and development and our ability to access additional capital to fund our operations. There can be no assurance that our current operating plan will be achieved or that additional funding will be available on terms acceptable to us, or at all.

In June 2025, we entered into a license and collaboration agreement (the “Genrix License Agreement”) with Genrix, pursuant to which Genrix granted us a global (excluding greater China), exclusive license to develop and commercialize velinotamig, a BCMAxCD3 bispecific T cell engager, in all fields of use. Under the terms of the Genrix License Agreement, we paid Genrix an upfront license fee of $20.0 million in June 2025. Refer to Note 5 of our notes to the consolidated financial statements in this Quarterly Report on Form 10-Q for additional detail regarding the Genrix License Agreement.

We are subject to risks and uncertainties common to early-stage companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, reliance on third parties, compliance with government regulations, and the ability to obtain additional capital to fund operations. Our current and future product candidates will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require additional capital, adequate personnel and extensive compliance-reporting capabilities. There can be no assurance that our research and development will be successfully completed, that adequate protection for our intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval, or that any approved products

Cullinan Therapeutics, Inc. 10-Q