Full Press Release Details
UNAUDITED PRO FORMA FINANCIAL INFORMATION
On June 21, 2022, Cullinan Oncology, Inc. ( Cullinan ) completed the previously announced sale of its equity
interests in Cullinan Pearl Corp. ( Cullinan Pearl ) to Taiho Pharmaceutical Co., Ltd. ( Taiho Pharma ) pursuant to the terms of a Share Purchase Agreement dated May 11, 2022 (the Purchase Agreement ) and the
simultaneous signing of a U.S. Co-Development Agreement (the Co-Development Agreement ) with Taiho Oncology, Inc. ( Taiho Oncology ), an affiliate
of Taiho Pharma, related to the co-development of CLN-081. Cullinan received a $275.0 million upfront payment for the transaction, subject to customary purchase
price adjustments, and is eligible for an additional $130.0 million tied to epidermal growth factor receptor ( EGFR ) exon20 non-small cell lung cancer ( NSCLC ) regulatory milestones,
in addition to sharing equally in the future potential U.S. profits and losses for CLN-081.
following unaudited pro forma consolidated financial statements are intended to show how the combined transactions might have affected the historical financial statements of Cullinan if the transactions had been completed at an earlier time as
indicated therein, and such unaudited pro forma consolidated financial statements are derived from, and should be read in conjunction with, Cullinan s historical financial statements and notes thereto, as presented in its Quarterly Report on Form 10-Q and Annual Report on Form 10-K for the three months ended and the year ended March 31, 2022 and December 31, 2021, respectively. The unaudited pro
forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended. The unaudited pro forma consolidated balance sheet as of March 31, 2022,
assumes the transactions 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 transactions as
if they had occurred as of January 1, 2021.
The transaction accounting adjustments to reflect the sale of the Cullinan Pearl
business in the unaudited pro forma consolidated financial statements include:
The contingent consideration of $130.0 million
related to meeting the EGFR exon20 NSCLC regulatory milestones will be recorded at the time, if and when the milestones are achieved and as such, are not reflected as transaction consideration as such milestones have not been achieved as of the date
The unaudited pro forma consolidated financial statement information is presented for informational purposes only and is based
upon estimates by Cullinan s management, which are based upon available information and certain assumptions that Cullinan management believes are reasonable as of the date of this filing. Actual amounts could differ materially from these
estimates. Pro forma adjustments included in the unaudited pro forma consolidated financial statements are limited to those that are (i) directly attributable to the sale, (ii) factually supportable, and (iii) with respect to the
statements of operations, expected to have a continuing impact on the results of Cullinan. The unaudited pro forma consolidated financial statements are not intended to be indicative of the actual financial position or results of operations that
would have been achieved had the transactions been consummated as of the periods indicated above, nor does it purport to indicate results which may be attained in the future. For example, these financial statements do not reflect any potential
earnings or other impacts from the use of the proceeds from the sale or any synergies and dis-synergies that could result from the sale.
The unaudited pro forma consolidated balance sheet as of March 31, 2022, and the unaudited pro forma consolidated statement of operations
for the three months ended March 31, 2022, and the year ended December 31, 2021, should be read in conjunction with the notes thereto.
Cullinan Oncology, Inc.
Pro Forma Consolidated Balance Sheet
As of March 31, 2022
| Transaction Accounting Adjustments | ||||||||||||||||
| (In thousands, except share and per share data) | Historical Cullinan (A) | Cullinan Pearl (B) | Pro Forma Adjustments (C) | Pro Forma Cullinan | ||||||||||||
| Assets | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash and cash equivalents | $ | 76,118 | $ | (1,520 | ) | $ | 275,666 | (i) | $ | 350,264 | ||||||
| Short-term investments | 238,736 | 238,736 | ||||||||||||||
| Prepaid expenses and other current assets | 7,458 | (1,063 | ) | 6,395 | ||||||||||||
| Total current assets | 322,312 | (2,583 | ) | 275,666 | 595,395 | |||||||||||
| Property and equipment, net | 64 | 64 | ||||||||||||||
| Operating lease right-of-use assets | 1,194 | 1,194 | ||||||||||||||
| Other assets | 147 | 147 | ||||||||||||||
| Deferred tax assets | 19,568 | (19,568 | ) (ii) | |||||||||||||
| Long-term investments | 94,178 | 94,178 | ||||||||||||||
| Total assets | $ | 437,463 | $ | (2,583 | ) | $ | 256,098 | $ | 690,978 | |||||||
| Liabilities and Stockholders equity | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable | $ | 6,306 | $ | (1,382 | ) | $ | $ | 4,924 | ||||||||
| Accrued expenses and other current liabilities | 10,432 | (2,891 | ) | 7,541 | ||||||||||||
| Income taxes payable | 42,134 | (ii) | 42,134 | |||||||||||||
| Operating lease liabilities, current | 519 | 519 | ||||||||||||||
| Total current liabilities | 17,257 | (4,273 | ) | 42,134 | 55,118 | |||||||||||
| Long-term liabilities: | ||||||||||||||||
| Operating lease liabilities, net of current portion | 736 | 736 | ||||||||||||||
| Total Liabilities | 17,993 | (4,273 | ) | 42,134 | 55,854 | |||||||||||
| Stockholders equity: | ||||||||||||||||
| Common stock, $0.0001 par value, 150,000,000 shares authorized as of March 31, 2022, 44,660,026 shares issued and outstanding | 4 | 4 | ||||||||||||||
| Additional paid-in capital | 592,839 | 592,839 | ||||||||||||||
| Accumulated other comprehensive loss | (3,134 | ) | (3,134 | ) | ||||||||||||
| Retained earnings (accumulated deficit) | (171,007 | ) | 1,690 | 213,964 | (iii) | 44,647 | ||||||||||
| Total Cullinan stockholders equity | 418,702 | 1,690 | 213,964 | 634,356 | ||||||||||||
| Noncontrolling interests | 768 | (iv) | 768 | |||||||||||||
| Total stockholders equity (deficit) | 419,470 | 1,690 | 213,964 | 635,124 | ||||||||||||
| Total liabilities and stockholders equity | $ | 437,463 | $ | (2,583 | ) | $ | 256,098 | $ | 690,978 |
See accompanying notes to the pro forma consolidated financial statements
Cullinan Oncology, Inc.
Pro Forma Consolidated Statement of Operations
For the three months ended March 31, 2022
| Transaction Accounting Adjustments | ||||||||||||||||
| (In thousands, except share and per share data) | Historical Cullinan (A) | Cullinan Pearl (B) | Pro Forma Adjustments (C) | Pro Forma Cullinan | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | $ | 24,536 | $ | (7,899 | ) | $ | 3,949 | (v) | $ | 20,586 | ||||||
| General and administrative | 8,121 | (628 | ) | 628 | (vi) | 8,121 | ||||||||||
| Total operating expenses | 32,657 | (8,527 | ) | 4,577 | 28,707 | |||||||||||
| Loss from operations | (32,657 | ) | 8,527 | (4,577 | ) | (28,707 | ) | |||||||||
| Other income: | ||||||||||||||||
| Interest income, net | 197 | 20 | 217 | |||||||||||||
| Net loss before income taxes | (32,460 | ) | 8,547 | (4,577 | ) | (28,490 | ) | |||||||||
| Income tax benefit | (19,568 | ) | 19,568 | (vii) | ||||||||||||
| Net loss | (12,892 | ) | 8,547 | (24,145 | ) | (28,490 | ) | |||||||||
| Net loss attributable to noncontrolling interest | (794 | ) | 347 | (viii) | (447 | ) | ||||||||||
| Net loss attributable to common stockholders of Cullinan | $ | (12,098 | ) | $ | 8,547 | $ | (24,492 | ) | $ | (28,043 | ) | |||||
| Net loss per share, basic and diluted | $ | (0.27 | ) | $ | $ | $ | (0.63 | ) | ||||||||
| Total weighted-average shares used in computing net loss per share, basic and diluted | 44,431,657 | 44,431,657 | ||||||||||||||
| See accompanying notes to the pro forma consolidated financial statements |
Cullinan Oncology, Inc.
Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2021
| Transaction Accounting Adjustments | ||||||||||||||||
| Historical | Cullinan | Pro Forma | Pro Forma | |||||||||||||
| Cullinan | Pearl | Adjustments | Cullinan | |||||||||||||
| (In thousands, except share and per share data) | (A) | (B) | (C) | |||||||||||||
| License revenue | $ | 18,943 | $ | (18,943 | ) | $ | $ | |||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 57,751 | (22,723 | ) | 11,361 | (v) | 46,389 | ||||||||||
| General and administrative | 29,146 | (1,375 | ) | 1,375 | (vi) | 29,146 | ||||||||||
| Total operating expenses | 86,897 | (24,098 | ) | 12,736 | 75,535 | |||||||||||
| Loss from operations | (67,954 | ) | 5,155 | (12,736 | ) | (75,535 | ) | |||||||||
| Other income (expense): | ||||||||||||||||
| Interest income, net | 477 | (3 | ) | 474 | ||||||||||||
| Other income (expense) | (8 | ) | ( 8 | ) | ||||||||||||
| Net loss | (67,485 | ) | 5,152 | (12,736 | ) | (75,069 | ) | |||||||||
| Net loss attributable to noncontrolling interest | (1,915 | ) | 689 | (viii) | (1,226 | ) | ||||||||||
| Net loss attributable to common stockholders of Cullinan | $ | (65,570 | ) | $ | 5,152 | $ | (13,425 | ) | $ | (73,843 | ) | |||||
| Net loss per share, basic and diluted | $ | (1.52 | ) | $ | $ | $ | (1.71 | ) | ||||||||
| Total weighted-average shares used in computing net loss per share, basic and diluted | 43,077,330 | 43,077,330 | ||||||||||||||
| See accompanying notes to the pro forma consolidated financial statements |
Cullinan Oncology, Inc.
Notes to Pro Forma Consolidated Financial Statements
June 21, 2022, Cullinan simultaneously completed its sale of Cullinan Pearl and entered into the Co-Development Agreement. Cullinan received $275.0 million upfront, subject to customary purchase
adjustments, and is eligible for an additional $130.0 million tied to EGFR exon20 NSCLC regulatory milestones, in addition to sharing equally in the future potential U.S. profits and losses for CLN-081.
The unaudited pro forma consolidated financial statements reflect the following notes and adjustments: