Cullinan Oncology, Inc. entered into a stock purchase agreement to issue 14,421,070 shares at an offering price of $19.00 per Share for a gross proceeds $274,000,330 and 315,790 pre-funded warrants to purchase Common Stock at an offering price of $18.999 per pre-funded warrant for a gross proceeds $5,999,694.21, bringing proceeds to $280,000,024.21 on April 15, 2024. The transaction included participation from 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 April 18, 2024, subject to the satisfaction of customary closing conditions.

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%.