Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 21, 2022, Cullinan Oncology, Inc. (the "Company") completed the
previously announced sale (the "Disposition") of all of the equity interests it
held in Cullinan Pearl Corp. ("Pearl") to Taiho Pharmaceutical Co., Ltd.
("Taiho"). The Disposition was made pursuant to a Share Purchase Agreement (the
"Purchase Agreement"), dated May 11, 2022, among the Company, Taiho and Pearl.
Pursuant to the Disposition, Taiho made an upfront payment to the Company of
$275 million and the Company may receive up to an additional $130 million upon
the achievement of certain regulatory milestones related to Pearl's lead program
known as CLN-081 or TAS6417, an Epidermal Growth Factor Receptor inhibitor (the
"Lead Program"). In connection with the Disposition, the Company entered into a
Co-Development Agreement (the "Co-Development Agreement") with Taiho Oncology,
Inc., an affiliate of Taiho ("Taiho Oncology"), pursuant to which the Company
and Taiho Oncology will co-develop the Lead Program and the Company retains the
option to co-promote the Lead Program in the U.S. together with Taiho Oncology.
Taiho will commercialize the Lead Program in territories outside of the U.S.
Taiho and the Company will share the future clinical development and
commercialization costs of the Lead Program for the U.S. equally, and each will
receive 50% of the net profits from future U.S. sales.
Copies of the Purchase Agreement and the Co-Development Agreement will be filed
as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2022. A copy of the unaudited pro forma financial statements of the
Company, giving effect to the Disposition, are attached as Exhibit 99.1 to the
Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 23, 2022, the Company issued a press release regarding the Disposition
and the Co-Development Agreement. A copy of this press release is furnished as
Exhibit 99.2 to this Current Report on Form 8-K.
The information furnished in this Item 7.01, including Exhibit 99.2, shall not
be deemed "filed" for purposes of Section 18 of the Exchange Act of 1934, or
otherwise subject to liabilities under that section, unless the Company
specifically states that the information is to be considered "filed" under the
Exchange Act or incorporates it by reference into a filing under the Exchange
Act or the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma financial information is attached hereto as Exhibit
99.1. The unaudited pro forma consolidated balance sheet as of March 31, 2022,
assumes the Disposition had occurred on March 31, 2022. The unaudited pro forma
consolidated statements of operations for the three months ended March 31, 2022,
and the year ended December 31, 2021, give effect to the Disposition as if it
had occurred as of January 1, 2021.
(d) Exhibits
Exhibit
No. Description
99.1 Unaudited Pro Forma Financial Statements of the Company.
99.2 Press Release, dated June 23, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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