Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 01, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CULLINAN ONCOLOGY, INC. | ||
Current Fiscal Year End Date | --12-31 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Central Index Key | 0001789972 | ||
Entity File Number | 001-39856 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-3879991 | ||
Entity Address, Address Line One | One Main Street | ||
Entity Address, Address Line Two | Suite 1350 | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02142 | ||
City Area Code | 617 | ||
Local Phone Number | 410-4650 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | CGEM | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 375.6 | ||
Entity Common Stock, Shares Outstanding | 39,327,298 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Firm ID | 185 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 156,152 | $ 59,774 |
Short-term investments | 311,140 | 230,692 |
Prepaid expenses and other current assets | 7,180 | 6,098 |
Total current assets | 474,472 | 296,564 |
Property and equipment, net | 1,174 | 77 |
Operating lease right-of-use assets | 4,130 | 0 |
Other assets | 459 | 147 |
Long-term investments | 80,882 | 140,397 |
Total assets | 561,117 | 437,185 |
Current liabilities: | ||
Accounts payable | 2,660 | 3,169 |
Accrued expenses and other current liabilities | 14,135 | 8,577 |
Income tax payable | 4,282 | |
Operating lease liabilities, current | 1,421 | |
Total current liabilities | 22,498 | 11,746 |
Long-term liabilities: | ||
Lease liabilities, non-current | 3,590 | |
Deferred rent | 0 | 65 |
Total liabilities | 26,088 | 11,811 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized as of December 31, 2022 and 2021; no shares issued and outstanding as of December 31, 2022 and 2021, respectively. | ||
Common stock, $0.0001 par value, 150,000,000 shares authorized as of December 31, 2022 and 2021; 45,796,449 and 44,292,102 shares issued and outstanding as of December 31, 2022 and 2021, respectively. | 5 | 4 |
Additional paid-in capital | 585,320 | 584,714 |
Accumulated other comprehensive loss | (2,601) | (838) |
Accumulated deficit | (47,695) | (158,909) |
Total Cullinan stockholders' equity | 535,029 | 424,971 |
Noncontrolling interests | 0 | 403 |
Total stockholders' equity | 535,029 | 425,374 |
Total liabilities and stockholders' equity | $ 561,117 | $ 437,185 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 45,796,449 | 44,292,102 |
Common stock, shares outstanding | 45,796,449 | 44,292,102 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 18,943 |
Type of revenue [Extensible List] | us-gaap:LicenseMember | us-gaap:LicenseMember |
Operating expenses: | ||
Research and development | $ 91,948 | $ 57,751 |
General and administrative | 40,189 | 29,146 |
Total operating expenses | 132,137 | 86,897 |
Gain on sale of Cullinan Pearl | 276,785 | 0 |
Income (loss) from operations | 144,648 | (67,954) |
Other income (expense): | ||
Interest income | 6,611 | 477 |
Other income (expense), net | 57 | (8) |
Net income (loss) before income taxes | 151,316 | (67,485) |
Income tax expense | 42,121 | 0 |
Net income (loss) | 109,195 | (67,485) |
Net loss attributable to noncontrolling interest | (2,019) | (1,915) |
Net income (loss) attributable to common stockholders of Cullinan | 111,214 | (65,570) |
Comprehensive income (loss): | ||
Net income (loss) | 109,195 | (67,485) |
Unrealized loss on investments | (1,763) | (836) |
Comprehensive income (loss) | 107,432 | (68,321) |
Comprehensive loss attributable to noncontrolling interest | (2,019) | (1,915) |
Comprehensive income (loss) attributable to Cullinan | $ 109,451 | $ (66,406) |
Earnings (net loss) per share: | ||
Earnings Per Share, Basic | $ 2.46 | $ (1.52) |
Earnings Per Share, Diluted | $ 2.38 | $ (1.52) |
Weighted-average shares used in computing earnings (net loss) per share: | ||
Weighted Average Number of Shares Outstanding, Basic | 45,164 | 43,077 |
Weighted Average Number of Shares Outstanding, Diluted | 46,640 | 43,077 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Noncontrolling Interests in Subsidiaries | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balances at Dec. 31, 2020 | $ 200,315 | $ 3 | $ 1,305 | $ 292,348 | $ (2) | $ (93,339) |
Balances, shares at Dec. 31, 2020 | 29,831,125 | |||||
Initial public offering net of issuance costs of $22,870 | 264,516 | $ 1 | 264,515 | |||
Initial public offering net of issuance costs of $22,870, shares | 13,685,000 | |||||
Net issuance of common stock under equity-based compensation plans | 3,281 | 3,281 | ||||
Net issuance of common stock under equity-based compensation plans, (In Shares) | 763,000 | |||||
Contributions from noncontrolling interests | 990 | 990 | ||||
Issuance of common stock under employee stock purchase plan | 218 | 218 | ||||
Issuance of common stock under employee stock purchase plan (In Share) | 12,977 | |||||
Acquisition of noncontrolling interests | 0 | |||||
Equity-based compensation | $ 24,375 | 23 | 24,352 | |||
Stock option exercises ,shares | 763,000 | |||||
Unrealized gain (loss) on investments | $ (836) | (836) | ||||
Net loss | (67,485) | (1,915) | (65,570) | |||
Balances at Dec. 31, 2021 | 425,374 | $ 4 | 403 | 584,714 | (838) | (158,909) |
Balances, shares at Dec. 31, 2021 | 44,292,102 | |||||
Net issuance of common stock under equity-based compensation plans | 6,020 | $ 1 | 6,019 | |||
Net issuance of common stock under equity-based compensation plans, (In Shares) | 1,504,347 | |||||
Contributions from noncontrolling interests | 1,527 | 1,527 | ||||
Acquisition of noncontrolling interests | (33,281) | (575) | (32,706) | |||
Equity-based compensation | $ 27,957 | 664 | 27,293 | |||
Stock option exercises ,shares | 1,523,000 | |||||
Unrealized gain (loss) on investments | $ (1,763) | (1,763) | ||||
Net loss | 109,195 | (2,019) | 111,214 | |||
Balances at Dec. 31, 2022 | $ 535,029 | $ 5 | $ 585,320 | $ (2,601) | $ (47,695) | |
Balances, shares at Dec. 31, 2022 | 45,796,449 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Initial public offering, net of issuance costs | $ 22,870 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | ||
Net loss | $ 109,195 | $ (67,485) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on sale of Cullinan Pearl | (276,785) | 0 |
Equity-based compensation expense | 27,957 | 24,375 |
Amortization/Accretion on Marketable Securities | 1,294 | 3,098 |
Non cash contributions from noncontrolling interests | 374 | 67 |
Realized loss on marketable securities | 109 | 0 |
Depreciation and amortization | 93 | 53 |
Gain on disposal of fixed assets | (77) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,130) | (3,269) |
Accounts payable | (509) | (4,835) |
Accrued expenses and other liabilities | 8,533 | 4,563 |
Income tax payable | 4,282 | 0 |
Net cash used in operating activities | (126,664) | (43,433) |
Investing activities: | ||
Purchase of Marketable securities | (377,916) | (525,813) |
Sales and maturities of marketable securities | 352,933 | 192,038 |
Sale of Cullinan Pearl, net of cash transferred | 275,000 | 0 |
Purchases of property and equipment | (1,133) | 0 |
Proceeds from sale of property and equipment | 91 | 0 |
Net cash used in investing activities | 248,975 | (333,775) |
Financing activities: | ||
Acquisition of noncontrolling interests | (33,281) | 0 |
Net issuance of common stock under equity-based compensation plans | 6,020 | 3,281 |
Issuance of convertible notes | 2,375 | 0 |
Repayment of convertible note | (2,200) | 0 |
Contributions from noncontrolling interests | 1,153 | 923 |
Proceeds from initial public offering | 0 | 267,268 |
Payment of deferred offering costs | 0 | (2,688) |
Net cash provided by financing activities | (25,933) | 268,784 |
Net decrease in cash and cash equivalents | 96,378 | (108,424) |
Cash and cash equivalents at beginning of year | 59,774 | 168,198 |
Cash and cash equivalents at end of year | 156,152 | 59,774 |
Noncash financing activities | ||
Deferred offering costs paid in the prior year | 0 | 65 |
Purchases of property and equipment | 71 | 0 |
Cash paid for income taxes | 37,801 | 0 |
Cash paid for interest | $ 32 | $ 0 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Cash Flows [Abstract] | |
Cash Transferred with Sale | $ 2,898 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | (1) Nature of Business and Basis of Presentation Organization Cullinan Oncology, Inc., together with its consolidated subsidiaries ("Cullinan" or "the Company"), is a clinical-stage biopharmaceutical company focused on modality-agnostic targeted oncology. Cullinan’s predecessor company, Cullinan Pharmaceuticals, LLC was formed in September 2016 and was subsequently renamed Cullinan Oncology, LLC ("LLC") in November 2017. The LLC’s wholly-owned subsidiary, Cullinan Management, Inc. ("Management"), was formed in September 2016 and became the surviving entity in a reverse merger with the LLC in January 2021. In February 2021, Management changed its name to Cullinan Oncology, Inc. The Company completed the sale of its entire equity interest in its partially-owned subsidiary, Cullinan Pearl Corp. ("Cullinan Pearl"), to Taiho Pharmaceutical Co., Ltd (“Taiho”) in June 2022. Refer to Note 3 for additional details relating to the transaction. The sale of the Company's equity interest in Cullinan Pearl did not meet the criteria to be reported as a discontinued operation under the accounting principles generally accepted in the United States ("U.S. GAAP"). Therefore, prior period consolidated financial statements and disclosures have not been retroactively restated to reflect the impact of the sale of the Company’s equity interest in Cullinan Pearl. Reorganization, Reverse Stock Split and Initial Public Offering In January 2021, the Company completed its initial public offering ("IPO") in which it issued and sold 13,685,000 shares of its common stock, including 1,785,000 shares sold pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $ 21.00 per share. The shares began trading on the Nasdaq Global Select Market on January 8, 2021 under the symbol “CGEM”. The net proceeds received by the Company from the offering were $ 264.5 million, after deducting underwriting discounts, commissions and other offering expenses. Immediately prior to the effectiveness of the Company’s registration statement, the Company completed its reorganization, whereby the LLC merged with and into Management and Management was the surviving entity (the "Reorganization"). Management was the registrant in the IPO. Liquidity The Company has incurred operating losses, with the exception of the one-time gain on the sale of Cullinan Pearl in 2022, and negative cash flows from operations since its inception and expects to continue to generate operating losses for the foreseeable future. The Company’s ultimate success depends on the outcome of its research and development activities as well as the ability to commercialize the Company’s product candidates. The Company 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 products and development, 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 the Company’s expectations for a number of reasons, including reasons beyond the Company’s control. In June 2022, the Company completed the sale of the Company’s equity interest in its partially-owned subsidiary, Cullinan Pearl, to Taiho for an upfront payment of $ 275.0 million. Refer to Note 3 for additional details relating to the transaction. Since inception, the Company 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 $ 467.3 million and long-term investments and interest receivable of $ 82.8 million as of December 31, 2022, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in conformity with U.S. GAAP and in accordance with applicable rules and regulations of the Securities and Exchange Commission ("SEC") for financial reporting and include accounts of the Company and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company evaluates each of its subsidiaries to determine whether the entity represents a variable interest entity ("VIE") for which consolidation should be evaluated under the VIE model, or alternatively, if the entity is a voting interest entity, for which consolidation should be evaluated using the voting interest model ("VOE"). The Company concluded that none of its subsidiaries is a VIE and has consolidated each subsidiary under the VOE. Under the VOE, the Company consolidates the entity if it determines 1) that it directly, or indirectly, has greater than 50% of the voting shares or other equity holders do not have substantive voting, participation, or liquidation rights, or 2) when the company has a controlling financial interest through its control of the board of directors, and the significant decisions of the entity are made at the board level. The Company had investments in the following partially-owned subsidiaries during 2022 and 2021: Consolidated Entities Relationship as of December 31, 2022 Date Control First Cullinan Pearl Corp. Divested November 2018 Cullinan Amber Corp. Partially-owned Subsidiary December 2019 Cullinan Florentine Corp. Partially-owned Subsidiary December 2019 Cullinan Mica Corp. Partially-owned Subsidiary May 2020 Use of Estimates The preparation of the Company’s consolidated financial statements and accompanying notes in conformity with U.S. GAAP requires the Company’s management to make estimates and judgments that affect the amounts reported in the financial statements. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to prepaid and accrued research and development expenses and the fair value of royalty transfer agreements. Management's estimates could change period to period based on changes in facts and circumstances. The Company’s management bases its estimates on historical experience and on other relevant assumptions that are believed to be reasonable. Actual results may differ materially from these estimates. Segments The Company has determined that its Chief Executive Officer is the Chief Operating Decision Maker ("CODM"). The Company operates and manages the business as one reporting and one operating segment, which is the business of developing early-stage cancer therapeutics. The Company’s CODM reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. All of the Company’s assets are located in the U.S. Concentration of Risk The Company had no significant concentration of credit risk as of December 31, 2022. Cash and cash equivalents are primarily maintained with two financial institutions in the U.S. as of December 31, 2022. Deposits at banks may exceed the insurance provided on such deposits. These deposits may be redeemed upon demand, and therefore, bear minimal risk. Under our investment policy, the Company limits amounts invested in such securities by investment type, credit rating, maturity, industry group and issuer. The goals of our investment policy are (i) safety and preservation of principal and diversification of risk and (ii) liquidity of investments sufficient to meet cash flow requirements. The Company is subject to certain risks and uncertainties and believes that changes in any of the following areas could have a material adverse effect on future financial position or results of operations: ability to obtain future financing; regulatory approval and market acceptance of, and reimbursement for, product candidates; performance of third-party clinical research organizations and manufacturers upon which the Company relies; protection of the Company’s intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; and the Company’s ability to attract and retain employees necessary to support its growth. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for drug substance and drug products related to these programs. These programs could be adversely affected by a significant interruption in the supply. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2022 and 2021, cash equivalents consist of government-backed money market funds. Investments The Company generally holds investments in marketable securities. Investments not classified as cash equivalents with maturities of less than twelve months are classified as short-term investments in the consolidated balance sheets. Investments with maturities greater than twelve months for which the Company has the intent and ability to hold the investment for greater than twelve months are classified as long-term investments in the consolidated balance sheets. The amortized cost of marketable securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Interest and dividends are also included in interest income. Interest receivable is included in prepaid expenses and other current assets on the consolidated balance sheets and represents accrued and unpaid interest on the Company's marketable securities. The Company periodically reviews its marketable securities for impairment and adjusts these investments to their fair value when a decline in market value is deemed to be other than temporary. Declines in fair value judged to be other-than-temporary on marketable securities, if any, are included in other income (expense), net. Fair Value of Financial Instruments The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. The three levels of the fair value hierarchy are described below: Level 1—Unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access; Level 2—Quoted prices for similar assets and liabilities in active markets or other market-observable inputs such as interest rates, yield curves and foreign currency spot rates; and Level 3—Pricing or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no transfers of financial assets or liabilities measured at fair value between Level 1 and Level 2, and there were no Level 3 investments during 2022 or 2021. The Company's financial assets recorded at fair value consist of short-term investments and long-term investments. The fair value of the Company’s short-term and long-term investments is primarily determined using market quotations or prices obtained from independent pricing sources. As of December 31, 2022 and 2021, the fair values of 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 . Property and Equipment, net Property and equipment is stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Asset Class Estimated Useful Life Office furniture and equipment 5 years Leasehold improvements Shorter of the useful life of the asset or the lease term Maintenance and repairs that do not improve or extend the life of the assets are expensed when incurred. Upon disposal or retirement of assets, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheets and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive income (loss). Leases The Company determines if an arrangement is a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset ("ROU") and a lease liability on the consolidated balance sheets for all leases with an initial lease term of greater than 12 months. Leases with an initial term of 12 months or less are not recorded in the balance sheet, and payments are recognized as expense on a straight-line basis over the lease term. The Company enters into contracts that contain both lease and non-lease components. Non-lease components may include maintenance, utilities and other operating costs. The Company combines the lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of ROU assets and lease liabilities but rather are expensed when the event determining the amount of variable consideration to be paid occurs. Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the discount rate is not readily determinable, the Company utilizes an estimate of its incremental borrowing rate based upon the available information at the lease commencement date. Operating lease assets are further adjusted for prepaid or accrued lease payments. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated. Impairment charges are recognized at the amount by which the carrying amount of an asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Deferred Offering Costs The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated at which time such costs are recorded against the gross proceeds of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive income (loss). The Company incurred $ 2.7 million of deferred offering costs in 2020 and recorded such amounts against the gross proceeds of the Company’s IPO within the statements of stockholders’ equity for 2021. Noncontrolling Interests Noncontrolling interests represent third-party interests in the Company’s partially-owned subsidiaries. The Company determines the amount of the noncontrolling interests in the net assets of the Company’s partially-owned subsidiaries at each balance sheet date using the hypothetical liquidation at book value (" HLBV") method. Under the HLBV method, the amounts reported as noncontrolling interests in the consolidated balance sheets represent the amounts the third parties would hypothetically receive at each balance sheet date under the liquidation provisions of the partially-owned subsidiaries, assuming the net assets of the partially-owned subsidiaries were liquidated at their recorded amounts determined in accordance with U.S. GAAP and distributed to the owners of the partially-owned subsidiaries. Net income (loss) attributable to noncontrolling interests on the consolidated statements of operations and comprehensive income (loss) is determined as the difference in the noncontrolling interest in the consolidated balance sheets between the start and end of each reporting period, after taking into account any capital transactions between the partially-owned subsidiaries and the third parties. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps: 1) identify the customer contract; 2) identify the contract’s performance obligations; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when or as a performance obligation is satisfied. Licensing arrangements are analyzed to determine whether the promised goods or services, which could include licenses and research and development materials and services, are distinct or whether they must be accounted for as part of a combined performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled. The transaction price may include fixed amounts, variable amounts, or both. The Company reevaluates the probability of realizing such variable consideration and any related constraints at each reporting period. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company allocates the transaction price based on the estimated standalone selling price of the underlying performance obligations. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs to complete the respective performance obligation. The Company also utilizes judgement in assessing whether or not variable consideration is constrained or if it can be allocated specifically to one or more performance obligations in the arrangement. When a performance obligation is satisfied, revenue is recognized for the amount of the transaction price allocated to that performance obligation on a relative standalone selling price basis, which excludes estimates of variable consideration that are constrained. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. For performance obligations consisting of licenses and other promises, the Company utilizes judgment to assess whether the combined performance obligation is satisfied over time or at a point in time and the recognition pattern for the portion of the transaction price allocated to the performance obligation. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist primarily of employee compensation costs and amounts incurred with third parties for the provision of services for product candidate development, clinical and preclinical development and related supply and manufacturing costs, and regulatory compliance costs. At the end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. Costs incurred to obtain licenses are recognized as research and development expense as incurred if the technology licensed has no alternative future use. Advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are received or services are performed. The Company has entered into various research and development related contracts with parties both inside and outside of the U.S. The payments related to these agreements are recorded as research and development expenses as incurred. The Company records accrued liabilities for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). Equity-Based Compensation Equity-based compensation is measured at the grant date for all equity-based awards made to employees and non-employees using the fair value of the awards and is recognized as expense over the requisite service period, which is generally the vesting period. Forfeitures are recognized as they occur. The Company grants service-based RSUs, market-based RSUs and stock options to employees and non-employees. The fair value of service-based restricted stock units ("RSUs") is the closing market price of the Company's common stock on the grant date. The fair value of market-based RSUs is measured on the grant date using a Monte Carlo simulation model. The Company estimated the fair value of the stock options using the Black-Scholes option pricing model, which requires the input of objective and subjective assumptions. Certain assumptions used, including the fair value of the Company’s common stock prior to the IPO and stock price volatility, represent management’s estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, equity-based compensation expense could be materially different for future awards. The Company classifies equity-based compensation in its consolidated statements of operations and comprehensive income (loss) in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount of benefit that is greater than fifty percent likely to be realized upon settlement. Changes in measurement are reflect in the period in which the change in judgment occurs. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. The Company’s only element of other comprehensive loss is unrealized gains and losses on investments. Earnings (Net Loss) per Share Basic earnings (net loss) per share is determined by dividing earnings (net loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (net loss) per share is determined by dividing earnings (net loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of shares of common stock equivalents as determined using the treasury stock method. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The JOBS Act does not preclude an emerging growth company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company. Recently Adopted Accounting Pronouncements On January 1, 2022, the Company adopted a new standard on leases (as amended, "ASC 842"), which requires lessees to recognize a lease liability and a ROU asset on the balance sheet for all leases, except certain short-term leases. In connection with its implementation of ASC 842, the Company adopted a package of three practical expedients, allowing it to carry forward its previous lease classification and embedded lease evaluations and not to reassess initial direct costs as of the date of adoption. The Company also adopted a practical expedient that allows it to combine lease and non-lease components for its real estate leases. The Company’s existing lease obligations relating to a single corporate location is subject to the new standard and resulted in operating lease liabilities and ROU assets being recorded on the Company’s consolidated balance sheets on the implementation date. The existing lease obligation is classified as an operating lease. The below table details the balance sheet adjustments recorded on January 1, 2022 in connection with the Company’s adoption of ASC 842 (in thousands): December 31, 2021 January 1, 2022 As Reported under ASC 840 ASC 842 Adjustments As Reported Under ASC 842 Assets Operating lease right-of-use asset $ — $ 1,311 $ 1,311 Liabilities Current portion of operating lease liabilities $ — $ 505 $ 505 Deferred rent $ 65 $ ( 65 ) $ — Noncurrent portion of operating lease liabilities $ — $ 871 $ 871 In December 2019, the Financial Accounting Standards Board issued ASU No. 2019-12, which is intended to simplify the accounting for income taxes. The Company adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on the Company's consolidated financial position and consolidated results of operations. |
Sale of Cullinan Pearl and Co-D
Sale of Cullinan Pearl and Co-Development Agreement with Taiho | 12 Months Ended |
Dec. 31, 2022 | |
Debt Securities, Available-for-Sale [Abstract] | |
Sale of Cullinan Pearl and Co-Development Agreement with Taiho | (3) Sale of Cullinan Pearl and Co-Development Agreement with Taiho In June 2022, the Company sold its equity interest in its partially-owned subsidiary, Cullinan Pearl, which had worldwide rights to zipalertinib (CLN-081/TAS6417), excluding Japan and mainland China, Hong Kong, Macau and Taiwan ("Greater China”) , to Taiho for an upfront payment of $ 275.0 million, with an increase to the purchase price in the amount of $ 2.9 million for cash held by Cullinan Pearl that was transferred with the sale. Pursuant to the share purchase agreement with Taiho, the Company is also eligible to receive up to an additional $ 130.0 million tied to epidermal growth factor receptor exon 20 non-small-cell lung cancer regulatory milestones. The Company concluded the transaction was a sale of non-financial assets, which comprised mainly of intellectual property rights and related intangible assets, and that it transferred control of the non-financial assets at the closing of the sale. The Company recognized a gain on sale of Cullinan Pearl of $ 276.8 million within income from operations in its consolidated statements of operations and other comprehensive income (loss) for 2022. The table below sets forth the book value of the Cullinan Pearl assets and liabilities sold along with the calculation of the gain on sale based on the cash consideration received. (in thousands) Book value of assets sold Cash $ 2,898 Prepaid expenses and other current assets 619 Amounts attributable to assets sold 3,517 Book value of liabilities sold Accrued expenses and other current liabilities 2,404 Amounts attributable to liabilities sold 2,404 Total identifiable net assets sold 1,113 Upfront consideration, inclusive of cash transferred of $ 2,898 277,898 Gain on sale of Cullinan Pearl $ 276,785 During 2022, Cullinan Pearl issued $ 2.2 million of convertible notes to an affiliate of Taiho. The Company repaid these convertible notes along with the accrued interests at the closing of the Cullinan Pearl sale. Co-Development Agreement with Taiho In June 2022, concurrently with the closing of the sale of the Company’s equity interest in Cullinan Pearl, the Company entered into a co-development agreement with an affiliate of Taiho, pursuant to which the Company will collaborate to develop zipalertinib and will retain the option to co-commercialize zipalertinib in the U.S. Development costs for zipalertinib incurred after the sale of the Company’s equity interest in Cullinan Pearl shall be 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 the Company is an active participant in the development of zipalertinib. Payments made to or received from Taiho for zipalertinib development activities after the sale are recorded within research and development expenses. For 2022, costs reimbursable by Taiho and reflected as a reduction to research and development expenses were $ 3.5 million, which had not been reimbursed by Taiho as of December 31, 2022. The Company also recorded research and development expense of $ 2.5 million related to its share of costs incurred by Taiho, which the Company had not yet reimbursed as of December 31, 2022. The net amount of $ 1.0 million due from Taiho was recorded within prepaid expenses and other current assets as of December 31, 2022. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments Pledged as Collateral [Abstract] | |
Financial Instruments | (4) Financial Instruments Investments The Company recognized its short-term and long-term investments by security type at December 31, 2022 as follows: Amortized Gross Gross Estimated (in thousands) Short-term investments Corporate notes $ 244,498 $ 11 $ ( 1,743 ) $ 242,766 Asset-backed securities 16,625 — ( 15 ) 16,610 Commercial paper 18,035 3 ( 13 ) 18,025 U.S. government notes 34,029 — ( 290 ) 33,739 Total short-term investments 313,187 14 ( 2,061 ) 311,140 Long-term investments Corporate notes 81,436 18 ( 572 ) 80,882 Total long-term investments 81,436 18 ( 572 ) 80,882 Total investments $ 394,623 $ 32 $ ( 2,633 ) $ 392,022 The Company recognized its short-term and long-term investments by security type at December 31, 2021 as follows: Amortized Gross Gross Estimated (in thousands) Short-term investments Corporate notes $ 98,642 $ — $ ( 95 ) $ 98,547 Commercial paper 114,174 — ( 27 ) 114,147 U.S. government notes 18,033 — ( 35 ) 17,998 Total short-term investments 230,849 — ( 157 ) 230,692 Long-term investments Corporate notes 117,868 — ( 596 ) 117,272 Asset-backed securities 3,044 — ( 8 ) 3,036 U.S. government notes 20,166 — ( 77 ) 20,089 Total long-term investments 141,078 — ( 681 ) 140,397 Total investments $ 371,927 $ — $ ( 838 ) $ 371,089 Fair Value of Financial Instruments 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, 2022: Level 1 Level 2 Level 3 Total (in thousands) Short-term investments Corporate notes $ — $ 242,766 $ — $ 242,766 Asset-backed securities — 16,610 — 16,610 Commercial paper — 18,025 18,025 U.S. government notes — 33,739 33,739 Total short-term investments — 311,140 — 311,140 Long-term investments Corporate notes — 80,882 — 80,882 Total long-term investments — 80,882 — 80,882 Total investments $ — $ 392,022 $ — $ 392,022 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, 2021: Level 1 Level 2 Level 3 Total (in thousands) Short-term investments Corporate notes $ — $ 98,547 $ — $ 98,547 Commercial paper — 114,147 — 114,147 U.S. government notes — 17,998 — 17,998 Total short-term investments — 230,692 — 230,692 Long-term investments Corporate notes — 117,272 — 117,272 Asset-backed securities — 3,036 — 3,036 U.S. government notes — 20,089 — 20,089 Total long-term investments — 140,397 — 140,397 Total investments $ — $ 371,089 $ — $ 371,089 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | (5) Property and Equipment, net Property and equipment, net consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 (in thousands) Computers $ — $ 70 Office furniture and equipment 681 134 Leasehold improvements 628 105 Total property and equipment, gross 1,309 309 Less: accumulated depreciation ( 135 ) ( 232 ) Total property and equipment, net $ 1,174 $ 77 Depreciation expense was $ 0.1 million and less than $ 0.1 million for 2022 and 2021, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | (6) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 (in thousands) Accrued research and development costs $ 7,486 $ 5,028 Accrued bonus 4,516 2,576 Other current liabilities 1,955 973 Convertible note and accrued interest 178 — $ 14,135 $ 8,577 |
License and Collaboration Agree
License and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2022 | |
License And Collaboration Agreements [Abstract] | |
License and Collaboration Agreements | (7) License and Collaboration Agreements Adimab The Company has a collaboration agreement with Adimab, LLC ("Adimab") (the "Adimab Collaboration Agreement"). Pursuant to the Adimab Collaboration Agreement, the Company selected a number of biological targets against which Adimab used its proprietary platform technology to discover and/or optimize antibodies based upon mutually agreed-upon research plans. Under the Adimab Collaboration Agreement, the Company has the ability to select a specified number of additional biological targets against which Adimab will provide additional antibody discovery and optimization services. During the research term and evaluation term for a given research program with Adimab, the Company has a non-exclusive worldwide license under Adimab’s technology to perform certain research activities and to evaluate the program antibodies to determine whether the Company wants to exercise its option to obtain a royalty-free, fully paid, non-exclusive license to exploit such antibodies and sublicense through multiple tiers (the "Adimab Option"). Under the Adimab Collaboration Agreement, the Company paid a one-time, non-creditable, non-refundable technology access fee. The Company is also required to pay an annual access fee and research funding fees in connection with Adimab’s full-time employees’ compensation for performance of Adimab’s obligations under the Adimab Collaboration Agreement. The Company is also obligated to make certain research delivery, clinical and sales milestone payments to Adimab on a program-by-program basis, subject to certain reductions and discounts. The Company is obligated to pay certain royalty payments on a product-by-product basis at a low single-digit percentage of annual aggregate worldwide net sales. Such royalty obligations will expire on a country-by-country and product-by-product basis upon the later of (a) a certain low double-digit number of years after the first commercial sale of such product in such country and (b) the expiration of the last issued and not expired, permanently revoked, or invalid claim within a program patent covering such product. The Company may terminate the Adimab Collaboration Agreement at any time, for any reason, upon a specified period advance written notice. The term of the Adimab Collaboration Agreement expires upon the last research program’s evaluation term in the event no Adimab Option is exercised or in the event an Adimab Option is exercised, after the royalty term expires at the later of a specified period or invalid patent coverage of the relevant product. During 2022 and 2021, the Company recorded $ 0.5 million and less than $ 0.1 million, respectively, relating to the Adimab Collaboration Agreement within research and development expenses. Cullinan Amber—Massachusetts Institute of Technology Cullinan Amber Corp. ("Cullinan Amber") has an exclusive patent license agreement with Massachusetts Institute of Technology ("MIT") to develop a cancer immunotherapy product worldwide (the "MIT License Agreement"). Cullinan Amber is also responsible for paying non-refundable, creditable annual license maintenance fees in an increasing amount over a certain number of years and a fixed amount subsequent to this period of time. In addition, MIT granted to Cullinan Amber an exclusive option to amend the initially determined field to include expansion fields, and such amendment would trigger the payment to MIT of an amendment fee. Additionally, Cullinan Amber is obligated to pay certain non-refundable, non-creditable milestone payments up to $ 7.0 million and up to $ 5.5 million to MIT upon the occurrence of certain clinical and regulatory events associated with its first and second indications, respectively, by product, and up to an additional $ 12.5 million upon the occurrence of cumulative net sales targets. Each milestone payment is paid one time only up to a certain payment amount. No milestones have been achieved to date under the MIT License Agreement. Under certain conditions upon a change in control of Cullinan Amber, Cullinan Amber is required to pay a specified change in control fee and Cullinan Amber’s clinical and regulatory milestone payments shall be increased by 100 %. Furthermore, Cullinan Amber is required to pay running low single-digit royalty percentage on net sales of all licensed products for each reporting period, subject to certain offsets or reductions. The royalties due to MIT for net sales of the licensed product shall not be reduced by more than a mid double-digit percentage. Cullinan Amber is also required to share any income from sublicensing the licensed products, with the percentage to be determined by the clinical phase of the licensed product, no greater than low to mid double-digit percentages. Such royalty obligations will expire on a country-by-country and product-by-product basis upon the expiration or abandonment of all issued patents and filed patent applications within the patent rights. During 2022 and 2021, the Company recorded $ 0.4 million and $ 0.1 million, respectively, relating to the MIT License Agreement within research and development expenses. Cullinan Florentine—Tübingen License Agreement Cullinan Florentine Corp. (“Cullinan Florentine”) has an exclusive license agreement (the Tübingen License Agreement) with Deutsches Krebsforschungszentrum (“DKFZ”), Eberhard Karls University of Tübingen, Faculty of Medicine (“University of Tübingen”) and Universitätsmedizin Gesellschaft für Forschung und Entwicklung mbH, Tübingen (“UFE”). Pursuant to the Tübingen License Agreement, DKFZ and University of Tübingen, collectively referred to as the Licensor, granted to Florentine an exclusive worldwide, milestone- and royalty-bearing license under certain licensed patent rights, applications, technical information and know-how, with the right to grant sublicenses through multiple tiers to research, develop, commercialize or otherwise exploit licensed products within the field. Florentine shall pay certain non-refundable, non-creditable milestone payments to the Licensor upon the occurrence of certain clinical and regulatory events related to a licensed product. Each milestone payment is paid one time only up to a certain payment amount. Furthermore, Cullinan Florentine is required to pay running low to mid-single digit royalty percentage on net sales of each licensed product on a country-by-country and product-by-product basis during the royalty term, subject to certain offsets or reductions. The aggregate, worldwide royalties due to Licensor for net sales of any licensed product in a calendar year shall not be reduced to an amount less than low to mid-single digit percentages. Such royalty obligations will expire on a country-by-country and product-by-product basis upon the later of (a) the expiration of the last valid claim of a patent which covers a product in such country and (b) a low double digit anniversary following the first commercial sale of a product in such country. Under certain conditions upon a first change in control, Cullinan Florentine shall pay a non-refundable, non-creditable mid-single digit percent of sale proceeds, provided, however, that such payment shall not be required following consummation of an initial public offering of Cullinan Florentine. Either party may terminate the agreement upon a material breach by the other party or insolvency of the other party. Cullinan Florentine may terminate the DKFZ/Tübingen License Agreement for any or no reason after the first filing of an investigational new drug application or clinical trial agreement, or CTA, by providing prior written notice. Licensor may terminate the agreement by providing prior written notice, if Cullinan Florentine or any of its affiliates challenges the validity of certain patent rights. Unless earlier terminated, the Tübingen License Agreement continues perpetually. No milestones have been achieved to date under the Tübingen License Agreement. The Company did not incur license fee expense relating to this agreement during 2022 and 2021. Cullinan MICA—Steinle Agreement Cullinan MICA has an agreement with Dr. Alexander Steinle (the "Steinle Agreement"), who provided Cullinan MICA with services for the discovery, design and development of monoclonal antibodies that prevent the proteolytic cleavage of MICA from the surface of a cancer cell and augments killing of these cancer cells by immune cells expressing NKG2D receptors (“MICA antibodies”). Under this agreement, Cullinan MICA shall pay certain non-refundable, non-creditable milestone payments to Dr. Steinle upon the occurrence of certain clinical and regulatory events related to a MICA antibody. Each milestone payment is paid one time only up to a certain payment amount. Cullinan MICA is also required to pay Dr. Steinle a low single digit royalty percentage on net sales of each MICA antibody on a country-by-country and product-by-product basis during the royalty term, subject to certain offsets or reductions. During 2022, the Company recorded $ 0.1 million related to milestone payments under the Steinle Agreement within research and development expenses. Cullinan Pearl—Taiho & Zai Lab License Agreements In 2020, Cullinan Pearl entered into a license agreement (the “Zai License Agreement”) with Zai Lab Shanghai Company, Ltd. (“Zai Lab”) to grant Zai Lab an exclusive royalty-bearing license to research, develop, commercialize and manufacture CLN-081 and products which contain CLN-081 in Greater China. As partial consideration of the license and rights granted to Zai Lab, Zai Lab paid Cullinan Pearl a one-time, irrevocable, nonrefundable license fee of $ 20.0 million. The upfront payment received by Cullinan Pearl was subject to foreign tax withholdings. When the licensed intellectual property and technology know-how was transferred to Zai Lab in 2021, the Company recognized revenue of $ 18.9 million, which represented the upfront fee less the foreign tax withholdings that it did not expect to recover. Under a revenue sharing agreement with Taiho, the Company also recorded $ 3.0 million within research and development expenses in 2021 upon receipt of the upfront payment for licensing the Greater China rights for zipalertinib to Zai Lab. The Company completed the sale of its entire equity interest in Cullinan Pearl to Taiho in June 2022. Refer to Note 3 for additional details relating to the transaction. |
Common Stock and Noncontrolling
Common Stock and Noncontrolling Interest in Subsidiaries | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock And Noncontrolling Interest In Subsidiaries [Abstract] | |
Common Stock and Noncontrolling Interest in Subsidiaries | (8) Common Stock and Noncontrolling Interests in Subsidiaries 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 December 31, 2022. Noncontrolling Interests in Subsidiaries Certain subsidiaries issue common stock in connection with licensing agreements and to employees, directors and consultants pursuant to subsidiary equity incentive plans. The holders of subsidiary common stock are entitled to one vote per share. The holders of subsidiary common stock are entitled to receive dividends when and if declared by the subsidiaries’ board of directors and distributions in either case only after the payment of all preferential amounts required to be paid to the holders of shares of preferred stock of the respective subsidiary. Cullinan Amber In June 2021, the Company purchased 3.0 million shares of Series A preferred stock from Cullinan Amber, and MIT received 0.2 million shares of common stock from Cullinan Amber pursuant to the MIT License Agreement. In June 2022, the Company purchased 6.0 million shares of Series A preferred stock from Cullinan Amber, and MIT received 0.3 million shares of common stock from Cullinan Amber pursuant to the MIT License Agreement. In November 2022, the Company purchased 10.0 million shares of Series A preferred stock from Cullinan Amber, MIT received 0.5 million shares of common stock from Cullinan Amber pursuant to the MIT License Agreement, and a scientific advisor received 0.2 million shares of common stock from Cullinan Amber pursuant to an equity-based compensation agreement. As of December 31, 2022, the Company held common shares and Series A preferred stock that represented 94 % of Cullinan Amber's outstanding equity. As of December 31, 2022, noncontrolling interests collectively held common shares that represented 6 % of Cullinan Amber's outstanding equity. In 2022 and 2021, $ 0.4 million and less than $ 0.1 million of losses, respectively, were attributed to the noncontrolling interests of Cullinan Amber. Cullinan Florentine In July 2021, the Company purchased 7.5 million shares of Series B preferred stock from Cullinan Florentine Corp.("Cullinan Florentine"). In July 2022, the Company purchased 3.75 million shares of Series B preferred stock from Cullinan Florentine. As of December 31, 2022, the Company held common shares, Series A preferred stock and Series B preferred stock that represented 96 % of Cullinan Florentine's outstanding equity. As of December 31, 2022, noncontrolling interests collectively held common shares that represented 4 % of Cullinan Florentine's outstanding equity. In each of 2022 and 2021, no losses were attributed to the noncontrolling interests of Cullinan Florentine. Cullinan MICA In June 2021, the Company purchased 5.4 million shares of Series A senior preferred stock from Cullinan MICA Corp. ("Cullinan MICA"), and certain other existing investors purchased 0.7 million shares of Series A senior preferred stock from Cullinan MICA for $ 0.9 million. In March 2022, the Company purchased 6.7 million shares of Series A senior preferred stock from Cullinan MICA, and certain other existing investors purchased 0.9 million shares of Series A senior preferred stock from Cullinan MICA for $ 1.2 million. In October 2022, the Company purchased 1.5 million shares of Cullinan MICA's Series A senior preferred stock, 2.0 million shares of Cullinan MICA's Series A junior preferred stock, and 11.5 million shares of Cullinan MICA's Series A-2 junior preferred stock from two of Cullinan MICA’s other stockholders for $ 30.7 million. In November 2022, the Company purchased 0.4 million shares of Cullinan MICA's common stock and 0.9 million of options for Cullinan MICA's common stock from five of Cullinan MICA’s other stockholders for $ 2.6 million. The Company also exercised its options to purchase 0.9 million shares of common stock from Cullinan MICA. As of December 31, 2022, the Company held 95 % of the fully-diluted shares outstanding of Cullinan MICA, including 96 % of its Series A preferred stock. As of December 31, 2022, noncontrolling interests collectively owned 5 % of the fully-diluted shares outstanding of Cullinan MICA, including 4 % of its Series A preferred stock. In 2022 and 2021, $ 1.2 million and $ 1.1 million of losses, respectively, were attributed to the noncontrolling interests of Cullinan MICA. Prior to being acquired by the Company, the Cullinan MICA board of directors authorized the grant of stock options to employees, directors of, consultants and other key persons to the entity. In October 2022, the Cullinan MICA board of directors authorized the acceleration of vesting for approximately 0.3 million stock options. The vesting acceleration was determined to be a cancellation of the prior award with a concurrent grant of a replacement award and was accounted for as a modification resulting in $ 0.6 million in incremental equity-based compensation expense. As of December 31, 2022, Cullinan MICA had approximately 0.2 million stock options held by noncontrolling interests that were outstanding and exercisable with a weighted-average exercise price of $ 0.22 per share. Cullinan Pearl In June 2022, the Company sold its equity interest in its partially-owned subsidiary, Cullinan Pearl, to Taiho. Refer to Note 3 for additional details relating to the transaction. Prior to the sale, the Company accounted for the noncontrolling interest using the HLBV method. In 2022 and 2021, $ 0.3 and $ 0.7 million of losses, respectively, were attributed to the noncontrolling interests of Cullinan Pearl. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | (9) Equity-Based Compensation The Company recorded equity-based compensation in the following expense categories in the consolidated statements of operations and comprehensive income (loss) in 2022 and 2021: Year ended December 31, 2022 2021 (in thousands) Research and development $ 11,018 $ 8,914 General and administrative 16,939 15,461 Total equity-based compensation $ 27,957 $ 24,375 2021 Stock Option and Incentive Plan Cullinan grants equity awards in the form of stock options, restricted stock awards ("RSAs") and RSUs to its employees, directors, consultants and other key persons through the 2021 Stock Option and Incentive Plan (the "2021 Stock Plan"). The Company also grants equity awards outside of the 2021 Stock Plan in the form of stock options as an inducement material to an individual's entering into employment with the Company. As of December 31, 2022, there were approximately 2.2 million shares remaining for future grants under the 2021 Stock Plan. The 2021 Stock Plan provides that the number of shares reserved and available for issuance under the 2021 Stock Plan will automatically increase each January 1 by 5 % of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s board of directors or compensation committee. On January 1, 2023, the total number of shares available for issuance under the 2021 Stock Plan increased by approximately 2.3 million shares under this provision. The options granted have a ten-year term and were issued with an exercise price equal to the closing market price of Cullinan’s common stock on the grant date. For equity awards with service-based vesting conditions, the Company recognizes compensation expense over the vesting period, which is generally over a four-year period. For equity awards with a market-based vesting condition, the Company recognizes compensation expense over the requisite service period. The number of shares awarded, if any, when a market-based award vests will depend on the degree of achievement of the corporate stock price metrics within the performance period of the award. Determining fair value of options The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options during 2022 and 2021 were determined using the methods and assumptions discussed below: • The expected term of options is determined using the “simplified” method, as prescribed in the SEC Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. • The risk-free interest rate is based on implied yields available from U.S. Treasury securities with a remaining term equal to the expected term assumed at the grant date. • The expected volatility is based on historical volatilities of similar entities within the Company’s industry over a period of time commensurate with the expected term assumption. • The estimated annual dividend yield was based on the Company’s expectation of not paying dividends on its common stock in the foreseeable future. • The Company considered numerous objective and subjective factors in estimating the fair value of its common stock prior to the IPO, including the concluded equity value based on IPO and liquidation scenarios and their related timing and probabilities of occurrence. For 2022 and 2021, the weighted-average grant date fair value of the options granted were $ 9.02 and $ 15.73 per share, respectively. The grant date fair value was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions in 2022 and 2021: Year Ended Year Ended Risk-free interest rate 2.65 % 1.02 % Expected term (in years) 6.0 6.0 Expected volatility 79.81 % 76.22 % Expected dividend yield 0.00 % 0.00 % Determining fair value of market-based RSUs The Company measures the fair value of market-based RSUs on the date of grant using a Monte Carlo simulation model. The Monte Carlo simulation requires the input of assumptions, including the Company's stock price, the volatility of its stock price, remaining term in years, expected dividend yield and risk-free rate. The Company used its own trading history to calculate the expected volatility of the market-based RSUs granted. The risk-free interest rate is determined by reference to implied yields available from U.S. Treasury securities with a remaining term equal to the expected term assumed at the grant date. The following table details the assumptions used in the Monte Carlo simulation model used to estimate the fair value of the market-based RSUs granted during 2022: Year Ended Stock price $ 12.98 Volatility 82.5 % Remaining term (years) 2.7 Risk-free rate 2.9 % Expected dividend yield 0.0 Stock options The following table summarizes 2022 and 2021 stock option activity (shares and aggregate intrinsic value in thousands): Number of Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 4,603 $ 4.30 Granted 5,482 $ 23.82 Exercised ( 763 ) $ 4.30 Forfeited ( 63 ) $ 17.23 Outstanding as of December 31, 2021 9,259 $ 15.77 Granted 2,888 $ 12.96 Exercised ( 1,523 ) $ 4.31 Forfeited ( 1,290 ) $ 13.80 Outstanding as of December 31, 2022 9,334 $ 17.04 8.31 $ 11,526 Exercisable as of December 31, 2022 3,706 $ 15.31 7.32 $ 10,060 As of December 31, 2022 and 2021, there were $ 66.0 million and $ 75.8 million in unrecognized compensation costs that are expected to be recognized over a remaining weighted-average period of 2.9 and 3.2 years, respectively. The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. The total intrinsic value of options exercised in 2022 and 2021 was $ 13.1 million and $ 10.7 million, respectively. RSUs In February 2022, the Company granted service-based RSUs to employees and non-employees. In June 2022, the Company entered into an agreement to grant market-based RSUs to its Chief Executive Officer. The following table summarizes the activity related to RSUs during 2022 (shares in thousands): Number of Weighted-Average Grant Date Fair Value Outstanding unvested as of December 31, 2021 — $ — Granted (1) 502 $ 13.28 Vested ( 46 ) $ 13.60 Forfeited ( 87 ) $ 13.60 Outstanding unvested as of December 31, 2022 369 $ 13.16 (1) The number granted represents the number of shares issuable upon vesting of service-based and market-based RSUs, assuming the Company achieves its corporate stock price metrics at the target achievement level. As of December 31, 2022, there was $ 4.3 million in unrecognized compensation cost related to RSUs expected to be recognized over a remaining weighted-average period of 2.6 years. The total fair value of RSUs that vested during 2022 was $ 0.6 million. RSAs As part of the Reorganization in January 2021, the Company exchanged equity awards issued by the Company and its partially-owned subsidiaries prior to the Reorganization for RSAs of the Company's common stock. The following table summarizes the activity related to RSAs during 2022 and 2021 (shares in thousands) as if the prior equity awards were converted to RSAs at the earliest period presented: Number of Weighted-Average Grant Date Fair Value Outstanding unvested as of December 31, 2020 364 $ 2.04 Vested ( 275 ) $ 1.45 Outstanding unvested as of December 31, 2021 89 $ 3.87 Vested ( 46 ) $ 3.87 Forfeited ( 28 ) $ 3.87 Outstanding unvested as of December 31, 2022 15 $ 3.87 As of December 31, 2022 and 2021, there was $ 0.1 million and $ 0.3 million in unrecognized compensation cost related to RSAs expected to be recognized over a remaining weighted-average period of 1.0 and 1.5 years, respectively. The total fair value of RSAs that vested during 2022 and 2021 was $ 0.6 million and $ 8.5 million, respectively. 2021 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the "ESPP") authorizes the issuance of shares of common stock to participating eligible employees and provides for two six-month offering periods each year. As of December 31, 2022, there were approximately 0.8 million shares remaining for future purchases under the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the ESPP will automatically increase each January 1 by the lesser of 0.8 million shares of the Company's common stock, 1 % of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s compensation committee. On January 1, 2023, the total number of shares available for issuance under the ESPP increased by approximately 0.5 million shares under this provision. During each of 2022 and 2021, the Company issued less than 0.1 million shares of its common stock pursuant the ESPP. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (10) Related Party Transactions Cullinan Amber, Cullinan Florentine and Cullinan MICA are each party to royalty transfer agreements with MPM Oncology Charitable Foundation, Inc. and UBS Optimus Foundation (together, the "Foundations"). Under each of these respective agreements, each Foundation is 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. The Company has deemed these royalty transfer agreements to be freestanding financial instruments that should be accounted for at fair value. The Company has concluded that these instruments had no value at the inception of the agreements. Given the early-stage nature of the underlying technologies and inherent technical, regulatory and competitive risks associated with achieving approval and commercialization, the Company ascribed no value to the royalty transfer agreements as of December 31, 2022 and December 31, 2021. The Company currently does not have any applicable net sales from its products and as a result, has no t paid or incurred any royalties under these agreements as of December 31, 2022. The Company will monitor these instruments for changes in fair value at each reporting date. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (11) Income Taxes During 2022, the Company recorded a current income tax expense of $ 42.1 million. The income tax expense recorded for 2022 was driven by the tax from the gain on sale of Cullinan Pearl, partially offset by the release of the valuation allowance for the utilization of current year and certain historical tax attributes against the gain from the sale. Refer to Note 3 for additional details on the sale of Cullinan Pearl. During 2021, the Company did no t record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The Company’s net income (loss) before income taxes consists solely of domestic income and losses. A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate in 2022 and 2021 is as follows: Year ended December 31, 2022 2021 Federal statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 4.71 % 9.96 % Valuation allowance 1.13 % ( 32.12 )% Other 0.97 % 1.16 % 27.81 % — % As of December 31, 2022 and 2021, the net deferred income tax asset balance related to the following: December 31, 2022 2021 (in thousands) Deferred tax assets: Net operating loss $ 10,531 $ 31,414 Capitalized research and development 18,724 — Capitalized organizational and start-up expenses 127 140 Licenses 461 1,875 Accrued expenses 1,977 968 Research and development credit 1,110 1,563 Equity-based compensation 12,087 8,584 Basis difference on gain on sale of Cullinan Pearl 1,805 — Lease liability 1,345 — Gross deferred tax assets 48,167 44,544 Valuation allowance ( 46,766 ) ( 44,552 ) Net deferred tax asset 1,401 ( 8 ) Deferred tax liability ROU asset 1,108 — Depreciation and amortization 293 ( 8 ) Net deferred tax asset $ — $ — The Company's net operating loss ("NOL") and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service ("IRS") and state tax authorities. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions, NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%. The rules generally operate by focusing on changes in ownership among stockholders considered by the rules as owning, directly or indirectly, 5% or more of the stock of a company and any change in ownership arising from new issuances of stock by the company. As of December 31, 2022 and 2021, the Company had federal NOL carryforwards, of $ 42.6 million and $ 117.4 million, respectively, which may be available to offset future income tax liabilities. As of December 31, 2022, $ 36.8 million of the Company's federal NOL carryforwards can be carried forward indefinitely, and the remaining $ 5.8 million begins to expire in 2036 . As of December 31, 2022 and 2021, the Company had state NOL carryforwards of $ 27.1 million and $ 119.0 million, respectively, which may be available to offset future income tax liabilities. As of December 31, 2022, the Company's state NOL carryforwards begin to expire in 2036 . As of December 31, 2022 and 2021, the Company had federal research and development tax credit carryforwards of $ 0.9 million and $ 1.3 million, respectively. As of December 31, 2022, the Company's federal research and development tax credit carryforwards begin to expire in 2036 . As of each of December 31, 2022 and 2021, the Company had state research and development tax credit carryforwards of $ 0.3 million which can be carried forward indefinitely. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets, which primarily consist of capitalized research and development costs, temporary differences on equity-based compensation, and NOL carryforwards. The Company has considered its history of cumulative net losses, with the exception of the one-time gain on the sale of Cullinan Pearl in 2022, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As a result, as of December 31, 2022, the Company has maintained a full valuation allowance against its remaining net deferred tax assets. The Company’s valuation allowance increased during 2022 and 2021 due primarily to the generation of NOLs as follows: Year ended December 31, 2022 2021 (in thousands) Valuation allowance at beginning of year $ 44,552 $ 22,642 Increases recorded to income tax provision 1,712 21,674 Increases recorded to equity 502 236 Valuation allowance at end of year $ 46,766 $ 44,552 The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the states in which the Company operates or does business in. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company records uncertain tax positions as liabilities and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2022 and 2021, the Company has no t recorded a liability for any uncertain tax positions in its consolidated financial statements. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations and comprehensive income (loss). As of December 31, 2022 and 2021, no accrued interest or penalties are included in the consolidated balance sheets. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions in the U.S. There are currently no pending tax examinations. The Company's federal and state income tax returns are generally subject to tax examinations for tax years 2016 and later . To the extent that the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS and the state tax authorities to the extent utilized in a future period. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (12) 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, the Company 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 the Company, 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, the Company 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 no t accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2022 and 2021. Legal proceedings The Company 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. The Company expenses as incurred the costs related to such legal proceedings. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | (13) Leases The Company has 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 goes through June 2024 (the "Suite 520 Lease"). In August 2022, the Company entered into an additional operating lease (the "Suite 1350 Lease") for approximately 14,000 square feet of office space in a multi-tenant building in Cambridge, Massachusetts through July 2026. Lease expense consisted of operating lease costs of $ 1.1 million for 2022. Rent expense under the prior lease accounting standard was $ 0.6 million for 2021. The following table summarizes supplemental cash flow information for 2022 (in thousands): Year Ended Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases (1) $ 260 ROU asset obtained in exchange for an operating lease liability $ 4,931 (1) Operating cash flows from operating leases includes cash inflow of $ 0.3 million reimbursed by the lessor for improvements made to the newly leased office space pursuant to the terms of the Suite 1350 lease. The following table summarizes the weighted-average lease term and discount rate as of December 31, 2022: December 31, 2022 Weighted-average remaining lease term (in years) 3.2 Weighted-average discount rate 10.8 % As the Company’s operating leases did not provide an implicit rate, the Company used its incremental borrowing rate based on the information available in determining the present value of lease payments. The Company’s incremental borrowing rate was based on the term of the lease, the economic environment and reflects the rate the Company would have had to pay to borrow on a secured basis. The following table summarizes the Company’s future minimum lease payments under the new lease accounting standard as of December 31, 2022 (in thousands): December 31, 2022 2023 $ 1,881 2024 1,738 2025 1,461 2026 872 Total future minimum lease payments 5,952 Less: imputed interest ( 941 ) Total lease liabilities at present value $ 5,011 The following table summarizes the Company’s future minimum lease payments under the prior lease accounting standard as of December 31, 2021 (in thousands): Years Ending December 31, (in thousands) 2023 $ 608 2024 618 2025 313 $ 1,539 Sublease Agreement In September 2022, the Company entered into a sublease agreement through May 2024 for the Suite 520 Lease. For 2022, the Company recorded sublease income of $ 0.1 million within other income (expense), net. The Company expects to receive sublease payments of approximately $ 0.6 million in 2023 and $ 0.3 million in 2024. These expected sublease payments are equal to the fixed payments that the Company is required to make under its lease. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | (14) Earnings (Net Loss) per Share The following table sets forth the calculation of basic and diluted earnings (net loss) per share for 2022 and 2021: Year ended December 31, 2022 2021 (in thousands, except per share data) Numerator: Net income (loss) attributable to common stockholders of Cullinan $ 111,214 $ ( 65,570 ) Denominator: Weighted-average common stock outstanding - basic 45,164 43,077 Dilutive effect of common stock issuable from assumed exercise of equity awards 1,476 — Weighted-average common stock outstanding - diluted 46,640 43,077 Earnings (net loss) per share: Basic $ 2.46 $ ( 1.52 ) Diluted $ 2.38 $ ( 1.52 ) The Company used the treasury stock method to determine the number of dilutive shares. The following table sets forth potential common shares that were excluded from the computation of the diluted earnings (net loss) per share for 2022 and 2021 because their effect would have been anti-dilutive: Year ended December 31, 2022 2021 Stock options 6,842 9,259 RSAs — 89 RSUs 25 — ESPP 7 — Total 6,874 9,348 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | (15) Subsequent Events BVF common stock exchange In January 2023, the Company entered into an exchange agreement with Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS LP and MSI BVF SPV, LLC (the “Stockholders”), pursuant to which the Stockholders exchanged 6.5 million shares of the Company’s common stock for 0.6 million shares of newly designated Series A convertible preferred stock, a “toothless” preferred stock, par value $ 0.0001 per share. Following the exchange, the Company had 39.3 million shares of common stock outstanding and 0.6 million shares of Series A preferred stock outstanding, which are convertible into 6.5 million shares of common stock. Each share of the preferred stock will be convertible into 10 shares of Common Stock at the option of the holder at any time , subject to certain limitations, including that the holder will be 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. Shares of preferred stock will 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-licensing of CLN-418 In February 2023, the Company and Harbour BioMed US Inc. (“Harbour”) entered into a license and collaboration agreement (the “Harbour License Agreement”), pursuant to which Harbour granted to the Company an exclusive license for the development, manufacturing and commercialization of HBM7008 (CLN-418) in the U.S. Under the terms of the Harbour License Agreement, the Company paid Harbour an upfront license fee of $ 25 million at signing. Harbour will be eligible to receive up to $ 148 million in milestone payments based on the achievement of pre-specified development and regulatory milestones. Harbour is also eligible to receive up to an additional $ 415 million in sales-based milestones as well as tiered royalties up to the high teens on a licensed product-by-licensed product basis, as a percentage of U.S. commercial sales. In addition, under the Harbour License Agreement, Harbour will grant the Company certain intellectual property rights to enable the Company to perform its obligations and exercise its rights under the Harbour License Agreement. Unless earlier terminated, the Harbour License Agreement will continue in effect until the expiration of the Company’s royalty obligations. The Harbour 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. The Company may terminate the Harbour License Agreement for convenience by providing 90 days’ written notice to Harbour. In the Harbour 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in conformity with U.S. GAAP and in accordance with applicable rules and regulations of the Securities and Exchange Commission ("SEC") for financial reporting and include accounts of the Company and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements and accompanying notes in conformity with U.S. GAAP requires the Company’s management to make estimates and judgments that affect the amounts reported in the financial statements. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to prepaid and accrued research and development expenses and the fair value of royalty transfer agreements. Management's estimates could change period to period based on changes in facts and circumstances. The Company’s management bases its estimates on historical experience and on other relevant assumptions that are believed to be reasonable. Actual results may differ materially from these estimates. |
Principles of Consolidation | Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company evaluates each of its subsidiaries to determine whether the entity represents a variable interest entity ("VIE") for which consolidation should be evaluated under the VIE model, or alternatively, if the entity is a voting interest entity, for which consolidation should be evaluated using the voting interest model ("VOE"). The Company concluded that none of its subsidiaries is a VIE and has consolidated each subsidiary under the VOE. Under the VOE, the Company consolidates the entity if it determines 1) that it directly, or indirectly, has greater than 50% of the voting shares or other equity holders do not have substantive voting, participation, or liquidation rights, or 2) when the company has a controlling financial interest through its control of the board of directors, and the significant decisions of the entity are made at the board level. The Company had investments in the following partially-owned subsidiaries during 2022 and 2021: Consolidated Entities Relationship as of December 31, 2022 Date Control First Cullinan Pearl Corp. Divested November 2018 Cullinan Amber Corp. Partially-owned Subsidiary December 2019 Cullinan Florentine Corp. Partially-owned Subsidiary December 2019 Cullinan Mica Corp. Partially-owned Subsidiary May 2020 |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represent third-party interests in the Company’s partially-owned subsidiaries. The Company determines the amount of the noncontrolling interests in the net assets of the Company’s partially-owned subsidiaries at each balance sheet date using the hypothetical liquidation at book value (" HLBV") method. Under the HLBV method, the amounts reported as noncontrolling interests in the consolidated balance sheets represent the amounts the third parties would hypothetically receive at each balance sheet date under the liquidation provisions of the partially-owned subsidiaries, assuming the net assets of the partially-owned subsidiaries were liquidated at their recorded amounts determined in accordance with U.S. GAAP and distributed to the owners of the partially-owned subsidiaries. Net income (loss) attributable to noncontrolling interests on the consolidated statements of operations and comprehensive income (loss) is determined as the difference in the noncontrolling interest in the consolidated balance sheets between the start and end of each reporting period, after taking into account any capital transactions between the partially-owned subsidiaries and the third parties. |
Comprehensive Loss | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. The Company’s only element of other comprehensive loss is unrealized gains and losses on investments. |
Segments | Segments The Company has determined that its Chief Executive Officer is the Chief Operating Decision Maker ("CODM"). The Company operates and manages the business as one reporting and one operating segment, which is the business of developing early-stage cancer therapeutics. The Company’s CODM reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. All of the Company’s assets are located in the U.S. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Risk The Company had no significant concentration of credit risk as of December 31, 2022. Cash and cash equivalents are primarily maintained with two financial institutions in the U.S. as of December 31, 2022. Deposits at banks may exceed the insurance provided on such deposits. These deposits may be redeemed upon demand, and therefore, bear minimal risk. Under our investment policy, the Company limits amounts invested in such securities by investment type, credit rating, maturity, industry group and issuer. The goals of our investment policy are (i) safety and preservation of principal and diversification of risk and (ii) liquidity of investments sufficient to meet cash flow requirements. The Company is subject to certain risks and uncertainties and believes that changes in any of the following areas could have a material adverse effect on future financial position or results of operations: ability to obtain future financing; regulatory approval and market acceptance of, and reimbursement for, product candidates; performance of third-party clinical research organizations and manufacturers upon which the Company relies; protection of the Company’s intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; and the Company’s ability to attract and retain employees necessary to support its growth. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for drug substance and drug products related to these programs. These programs could be adversely affected by a significant interruption in the supply. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2022 and 2021, cash equivalents consist of government-backed money market funds. |
Investments | Investments The Company generally holds investments in marketable securities. Investments not classified as cash equivalents with maturities of less than twelve months are classified as short-term investments in the consolidated balance sheets. Investments with maturities greater than twelve months for which the Company has the intent and ability to hold the investment for greater than twelve months are classified as long-term investments in the consolidated balance sheets. The amortized cost of marketable securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Interest and dividends are also included in interest income. Interest receivable is included in prepaid expenses and other current assets on the consolidated balance sheets and represents accrued and unpaid interest on the Company's marketable securities. The Company periodically reviews its marketable securities for impairment and adjusts these investments to their fair value when a decline in market value is deemed to be other than temporary. Declines in fair value judged to be other-than-temporary on marketable securities, if any, are included in other income (expense), net. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. The three levels of the fair value hierarchy are described below: Level 1—Unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access; Level 2—Quoted prices for similar assets and liabilities in active markets or other market-observable inputs such as interest rates, yield curves and foreign currency spot rates; and Level 3—Pricing or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no transfers of financial assets or liabilities measured at fair value between Level 1 and Level 2, and there were no Level 3 investments during 2022 or 2021. The Company's financial assets recorded at fair value consist of short-term investments and long-term investments. The fair value of the Company’s short-term and long-term investments is primarily determined using market quotations or prices obtained from independent pricing sources. As of December 31, 2022 and 2021, the fair values of 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 |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated at which time such costs are recorded against the gross proceeds of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive income (loss). The Company incurred $ 2.7 million of deferred offering costs in 2020 and recorded such amounts against the gross proceeds of the Company’s IPO within the statements of stockholders’ equity for 2021. |
Property and Equipment | Property and Equipment, net Property and equipment is stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Asset Class Estimated Useful Life Office furniture and equipment 5 years Leasehold improvements Shorter of the useful life of the asset or the lease term Maintenance and repairs that do not improve or extend the life of the assets are expensed when incurred. Upon disposal or retirement of assets, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheets and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive income (loss). |
Leases | Leases The Company determines if an arrangement is a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset ("ROU") and a lease liability on the consolidated balance sheets for all leases with an initial lease term of greater than 12 months. Leases with an initial term of 12 months or less are not recorded in the balance sheet, and payments are recognized as expense on a straight-line basis over the lease term. The Company enters into contracts that contain both lease and non-lease components. Non-lease components may include maintenance, utilities and other operating costs. The Company combines the lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of ROU assets and lease liabilities but rather are expensed when the event determining the amount of variable consideration to be paid occurs. Operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the discount rate is not readily determinable, the Company utilizes an estimate of its incremental borrowing rate based upon the available information at the lease commencement date. Operating lease assets are further adjusted for prepaid or accrued lease payments. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated. Impairment charges are recognized at the amount by which the carrying amount of an asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
Revenue Recognition | Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps: 1) identify the customer contract; 2) identify the contract’s performance obligations; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when or as a performance obligation is satisfied. Licensing arrangements are analyzed to determine whether the promised goods or services, which could include licenses and research and development materials and services, are distinct or whether they must be accounted for as part of a combined performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled. The transaction price may include fixed amounts, variable amounts, or both. The Company reevaluates the probability of realizing such variable consideration and any related constraints at each reporting period. The Company includes variable consideration in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company allocates the transaction price based on the estimated standalone selling price of the underlying performance obligations. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs to complete the respective performance obligation. The Company also utilizes judgement in assessing whether or not variable consideration is constrained or if it can be allocated specifically to one or more performance obligations in the arrangement. When a performance obligation is satisfied, revenue is recognized for the amount of the transaction price allocated to that performance obligation on a relative standalone selling price basis, which excludes estimates of variable consideration that are constrained. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. For performance obligations consisting of licenses and other promises, the Company utilizes judgment to assess whether the combined performance obligation is satisfied over time or at a point in time and the recognition pattern for the portion of the transaction price allocated to the performance obligation. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist primarily of employee compensation costs and amounts incurred with third parties for the provision of services for product candidate development, clinical and preclinical development and related supply and manufacturing costs, and regulatory compliance costs. At the end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. Costs incurred to obtain licenses are recognized as research and development expense as incurred if the technology licensed has no alternative future use. Advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are received or services are performed. The Company has entered into various research and development related contracts with parties both inside and outside of the U.S. The payments related to these agreements are recorded as research and development expenses as incurred. The Company records accrued liabilities for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). |
Equity-Based Compensation | Equity-Based Compensation Equity-based compensation is measured at the grant date for all equity-based awards made to employees and non-employees using the fair value of the awards and is recognized as expense over the requisite service period, which is generally the vesting period. Forfeitures are recognized as they occur. The Company grants service-based RSUs, market-based RSUs and stock options to employees and non-employees. The fair value of service-based restricted stock units ("RSUs") is the closing market price of the Company's common stock on the grant date. The fair value of market-based RSUs is measured on the grant date using a Monte Carlo simulation model. The Company estimated the fair value of the stock options using the Black-Scholes option pricing model, which requires the input of objective and subjective assumptions. Certain assumptions used, including the fair value of the Company’s common stock prior to the IPO and stock price volatility, represent management’s estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, equity-based compensation expense could be materially different for future awards. The Company classifies equity-based compensation in its consolidated statements of operations and comprehensive income (loss) in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Income Taxes | Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount of benefit that is greater than fifty percent likely to be realized upon settlement. Changes in measurement are reflect in the period in which the change in judgment occurs. |
Net Loss per Share | Earnings (Net Loss) per Share Basic earnings (net loss) per share is determined by dividing earnings (net loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (net loss) per share is determined by dividing earnings (net loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of shares of common stock equivalents as determined using the treasury stock method. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The JOBS Act does not preclude an emerging growth company from adopting a new or revised accounting standard earlier than the time that such standard applies to private companies. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On January 1, 2022, the Company adopted a new standard on leases (as amended, "ASC 842"), which requires lessees to recognize a lease liability and a ROU asset on the balance sheet for all leases, except certain short-term leases. In connection with its implementation of ASC 842, the Company adopted a package of three practical expedients, allowing it to carry forward its previous lease classification and embedded lease evaluations and not to reassess initial direct costs as of the date of adoption. The Company also adopted a practical expedient that allows it to combine lease and non-lease components for its real estate leases. The Company’s existing lease obligations relating to a single corporate location is subject to the new standard and resulted in operating lease liabilities and ROU assets being recorded on the Company’s consolidated balance sheets on the implementation date. The existing lease obligation is classified as an operating lease. The below table details the balance sheet adjustments recorded on January 1, 2022 in connection with the Company’s adoption of ASC 842 (in thousands): December 31, 2021 January 1, 2022 As Reported under ASC 840 ASC 842 Adjustments As Reported Under ASC 842 Assets Operating lease right-of-use asset $ — $ 1,311 $ 1,311 Liabilities Current portion of operating lease liabilities $ — $ 505 $ 505 Deferred rent $ 65 $ ( 65 ) $ — Noncurrent portion of operating lease liabilities $ — $ 871 $ 871 In December 2019, the Financial Accounting Standards Board issued ASU No. 2019-12, which is intended to simplify the accounting for income taxes. The Company adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on the Company's consolidated financial position and consolidated results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Life of Property and Equipment | Property and equipment is stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Asset Class Estimated Useful Life Office furniture and equipment 5 years Leasehold improvements Shorter of the useful life of the asset or the lease term |
Summary of Balance sheet adjustments in connection with ASC 842 | The below table details the balance sheet adjustments recorded on January 1, 2022 in connection with the Company’s adoption of ASC 842 (in thousands): December 31, 2021 January 1, 2022 As Reported under ASC 840 ASC 842 Adjustments As Reported Under ASC 842 Assets Operating lease right-of-use asset $ — $ 1,311 $ 1,311 Liabilities Current portion of operating lease liabilities $ — $ 505 $ 505 Deferred rent $ 65 $ ( 65 ) $ — Noncurrent portion of operating lease liabilities $ — $ 871 $ 871 |
Sale of Cullinan Pearl and Co_2
Sale of Cullinan Pearl and Co-Development Agreement with Taiho (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Securities, Available-for-Sale [Abstract] | |
Schedule of cash consideration received | The table below sets forth the book value of the Cullinan Pearl assets and liabilities sold along with the calculation of the gain on sale based on the cash consideration received. (in thousands) Book value of assets sold Cash $ 2,898 Prepaid expenses and other current assets 619 Amounts attributable to assets sold 3,517 Book value of liabilities sold Accrued expenses and other current liabilities 2,404 Amounts attributable to liabilities sold 2,404 Total identifiable net assets sold 1,113 Upfront consideration, inclusive of cash transferred of $ 2,898 277,898 Gain on sale of Cullinan Pearl $ 276,785 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments Pledged as Collateral [Abstract] | |
Schedule of Short-term and Long-term Investment Marketable Securities by Security Type | The Company recognized its short-term and long-term investments by security type at December 31, 2022 as follows: Amortized Gross Gross Estimated (in thousands) Short-term investments Corporate notes $ 244,498 $ 11 $ ( 1,743 ) $ 242,766 Asset-backed securities 16,625 — ( 15 ) 16,610 Commercial paper 18,035 3 ( 13 ) 18,025 U.S. government notes 34,029 — ( 290 ) 33,739 Total short-term investments 313,187 14 ( 2,061 ) 311,140 Long-term investments Corporate notes 81,436 18 ( 572 ) 80,882 Total long-term investments 81,436 18 ( 572 ) 80,882 Total investments $ 394,623 $ 32 $ ( 2,633 ) $ 392,022 The Company recognized its short-term and long-term investments by security type at December 31, 2021 as follows: Amortized Gross Gross Estimated (in thousands) Short-term investments Corporate notes $ 98,642 $ — $ ( 95 ) $ 98,547 Commercial paper 114,174 — ( 27 ) 114,147 U.S. government notes 18,033 — ( 35 ) 17,998 Total short-term investments 230,849 — ( 157 ) 230,692 Long-term investments Corporate notes 117,868 — ( 596 ) 117,272 Asset-backed securities 3,044 — ( 8 ) 3,036 U.S. government notes 20,166 — ( 77 ) 20,089 Total long-term investments 141,078 — ( 681 ) 140,397 Total investments $ 371,927 $ — $ ( 838 ) $ 371,089 |
Summary of Fair Value of Financial Assets Measured on Recurring Basis | 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, 2022: Level 1 Level 2 Level 3 Total (in thousands) Short-term investments Corporate notes $ — $ 242,766 $ — $ 242,766 Asset-backed securities — 16,610 — 16,610 Commercial paper — 18,025 18,025 U.S. government notes — 33,739 33,739 Total short-term investments — 311,140 — 311,140 Long-term investments Corporate notes — 80,882 — 80,882 Total long-term investments — 80,882 — 80,882 Total investments $ — $ 392,022 $ — $ 392,022 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, 2021: Level 1 Level 2 Level 3 Total (in thousands) Short-term investments Corporate notes $ — $ 98,547 $ — $ 98,547 Commercial paper — 114,147 — 114,147 U.S. government notes — 17,998 — 17,998 Total short-term investments — 230,692 — 230,692 Long-term investments Corporate notes — 117,272 — 117,272 Asset-backed securities — 3,036 — 3,036 U.S. government notes — 20,089 — 20,089 Total long-term investments — 140,397 — 140,397 Total investments $ — $ 371,089 $ — $ 371,089 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 (in thousands) Computers $ — $ 70 Office furniture and equipment 681 134 Leasehold improvements 628 105 Total property and equipment, gross 1,309 309 Less: accumulated depreciation ( 135 ) ( 232 ) Total property and equipment, net $ 1,174 $ 77 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 (in thousands) Accrued research and development costs $ 7,486 $ 5,028 Accrued bonus 4,516 2,576 Other current liabilities 1,955 973 Convertible note and accrued interest 178 — $ 14,135 $ 8,577 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Equity-based Compensation Expense Categories In Consolidated Statements of Operations and Comprehensive Loss | The Company recorded equity-based compensation in the following expense categories in the consolidated statements of operations and comprehensive income (loss) in 2022 and 2021: Year ended December 31, 2022 2021 (in thousands) Research and development $ 11,018 $ 8,914 General and administrative 16,939 15,461 Total equity-based compensation $ 27,957 $ 24,375 |
Schedule of Assumptions Used to Estimate Fair value | The grant date fair value was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions in 2022 and 2021: Year Ended Year Ended Risk-free interest rate 2.65 % 1.02 % Expected term (in years) 6.0 6.0 Expected volatility 79.81 % 76.22 % Expected dividend yield 0.00 % 0.00 % |
Summary of Stock Options Activity | The following table summarizes 2022 and 2021 stock option activity (shares and aggregate intrinsic value in thousands): Number of Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 4,603 $ 4.30 Granted 5,482 $ 23.82 Exercised ( 763 ) $ 4.30 Forfeited ( 63 ) $ 17.23 Outstanding as of December 31, 2021 9,259 $ 15.77 Granted 2,888 $ 12.96 Exercised ( 1,523 ) $ 4.31 Forfeited ( 1,290 ) $ 13.80 Outstanding as of December 31, 2022 9,334 $ 17.04 8.31 $ 11,526 Exercisable as of December 31, 2022 3,706 $ 15.31 7.32 $ 10,060 |
Summary of Activity Related to RSUs | The following table summarizes the activity related to RSUs during 2022 (shares in thousands): Number of Weighted-Average Grant Date Fair Value Outstanding unvested as of December 31, 2021 — $ — Granted (1) 502 $ 13.28 Vested ( 46 ) $ 13.60 Forfeited ( 87 ) $ 13.60 Outstanding unvested as of December 31, 2022 369 $ 13.16 (1) The number granted represents the number of shares issuable upon vesting of service-based and market-based RSUs, assuming the Company achieves its corporate stock price metrics at the target achievement level. |
Summary of Activity Related to RSAs | The following table summarizes the activity related to RSAs during 2022 and 2021 (shares in thousands) as if the prior equity awards were converted to RSAs at the earliest period presented: Number of Weighted-Average Grant Date Fair Value Outstanding unvested as of December 31, 2020 364 $ 2.04 Vested ( 275 ) $ 1.45 Outstanding unvested as of December 31, 2021 89 $ 3.87 Vested ( 46 ) $ 3.87 Forfeited ( 28 ) $ 3.87 Outstanding unvested as of December 31, 2022 15 $ 3.87 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Assumptions Used to Estimate Fair value | The following table details the assumptions used in the Monte Carlo simulation model used to estimate the fair value of the market-based RSUs granted during 2022: Year Ended Stock price $ 12.98 Volatility 82.5 % Remaining term (years) 2.7 Risk-free rate 2.9 % Expected dividend yield 0.0 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Reconciliation of Statutory Income Tax Rate To Effective Income Tax Rate | A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate in 2022 and 2021 is as follows: Year ended December 31, 2022 2021 Federal statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 4.71 % 9.96 % Valuation allowance 1.13 % ( 32.12 )% Other 0.97 % 1.16 % 27.81 % — % |
Summary of Net Deferred Income Tax Asset | As of December 31, 2022 and 2021, the net deferred income tax asset balance related to the following: December 31, 2022 2021 (in thousands) Deferred tax assets: Net operating loss $ 10,531 $ 31,414 Capitalized research and development 18,724 — Capitalized organizational and start-up expenses 127 140 Licenses 461 1,875 Accrued expenses 1,977 968 Research and development credit 1,110 1,563 Equity-based compensation 12,087 8,584 Basis difference on gain on sale of Cullinan Pearl 1,805 — Lease liability 1,345 — Gross deferred tax assets 48,167 44,544 Valuation allowance ( 46,766 ) ( 44,552 ) Net deferred tax asset 1,401 ( 8 ) Deferred tax liability ROU asset 1,108 — Depreciation and amortization 293 ( 8 ) Net deferred tax asset $ — $ — |
Summary of Valuation Allowance | The Company’s valuation allowance increased during 2022 and 2021 due primarily to the generation of NOLs as follows: Year ended December 31, 2022 2021 (in thousands) Valuation allowance at beginning of year $ 44,552 $ 22,642 Increases recorded to income tax provision 1,712 21,674 Increases recorded to equity 502 236 Valuation allowance at end of year $ 46,766 $ 44,552 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Supplemental Cash Flow Information Relating to Leases | The following table summarizes supplemental cash flow information for 2022 (in thousands): Year Ended Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases (1) $ 260 ROU asset obtained in exchange for an operating lease liability $ 4,931 Operating cash flows from operating leases includes cash inflow of $ 0.3 million reimbursed by the lessor for improvements made to the newly leased office space pursuant to the terms of the Suite 1350 lease. |
Summarizes Lease Term and Discount Rate | The following table summarizes the weighted-average lease term and discount rate as of December 31, 2022: December 31, 2022 Weighted-average remaining lease term (in years) 3.2 Weighted-average discount rate 10.8 % |
Summarizes of future minimum lease payments | The following table summarizes the Company’s future minimum lease payments under the new lease accounting standard as of December 31, 2022 (in thousands): December 31, 2022 2023 $ 1,881 2024 1,738 2025 1,461 2026 872 Total future minimum lease payments 5,952 Less: imputed interest ( 941 ) Total lease liabilities at present value $ 5,011 The following table summarizes the Company’s future minimum lease payments under the prior lease accounting standard as of December 31, 2021 (in thousands): Years Ending December 31, (in thousands) 2023 $ 608 2024 618 2025 313 $ 1,539 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Basic and Diluted Net Loss Per Share | Year ended December 31, 2022 2021 (in thousands, except per share data) Numerator: Net income (loss) attributable to common stockholders of Cullinan $ 111,214 $ ( 65,570 ) Denominator: Weighted-average common stock outstanding - basic 45,164 43,077 Dilutive effect of common stock issuable from assumed exercise of equity awards 1,476 — Weighted-average common stock outstanding - diluted 46,640 43,077 Earnings (net loss) per share: Basic $ 2.46 $ ( 1.52 ) Diluted $ 2.38 $ ( 1.52 ) The Company used the treasury stock method to determine the number of dilutive shares. The following table sets forth potential common shares that were excluded from the computation of the diluted earnings (net loss) per share for 2022 and 2021 because their effect would have been anti-dilutive: |
Summary of Equity Instruments Excluded from Computation of Diluted Net Loss Per Share | Year ended December 31, 2022 2021 Stock options 6,842 9,259 RSAs — 89 RSUs 25 — ESPP 7 — Total 6,874 9,348 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Nature Of Business And Basis Of Presentation [Line Items] | ||||
Net proceeds received from offering | $ 264,500 | $ 0 | $ 267,268 | |
Up-front payment | $ 275,000 | |||
Cash, cash equivalents, short-term investments and long-term investments | 467,300 | |||
Long-term investments and interest receivables | 82,800 | |||
Long-term investments | 80,882 | 140,397 | ||
Accumulated deficit | $ (47,695) | $ (158,909) | ||
IPO | ||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||
Common stock shares issued and sold | 13,685,000 | |||
Stock, price per Share | $ 21 | |||
Underwriters' Option | ||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||
Common stock shares issued and sold | 1,785,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Accounting Policies [Line Items] | |||
Description of voting rights | 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. | ||
Unrealized gain (loss) on investments | $ | $ (1,763) | $ (836) | |
Number of reporting segments | Segment | 1 | ||
Number of operating segments | Segment | 1 | ||
Operating Lease Term | 12 months | ||
Deferred offering costs | $ | $ 2,700 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Office Furniture and Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful life of property and equipment | Shorter of the useful life of the asset or the lease term |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of balance sheet adjustments in connection with ASC 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Operating lease right-of-use assets | $ 4,130 | $ 1,311 | $ 0 |
Operating lease liabilities, current | 1,421 | 505 | |
Deferred rent | 0 | 0 | 65 |
Lease liabilities, non-current | $ 3,590 | 871 | |
As Reported | |||
Operating lease right-of-use assets | 0 | ||
Operating lease liabilities, current | 0 | ||
Deferred rent | 65 | ||
Lease liabilities, non-current | $ 0 | ||
Adjustment | |||
Operating lease right-of-use assets | 1,311 | ||
Operating lease liabilities, current | 505 | ||
Deferred rent | (65) | ||
Lease liabilities, non-current | $ 871 |
Sale of Cullinan Pearl and Co_3
Sale of Cullinan Pearl and Co-Development Agreement with Taiho (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Cash transferred with sale | $ 2,898 | ||
Gain on sale of Cullinan Pearl | 276,785 | $ 0 | |
Repayment of convertible note | 2,200 | 0 | |
Research and development costs | 91,948 | $ 57,751 | |
Prepaid expenses and other current assets | 619 | ||
Pearl - Taiho | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Receive upfront payment from party | $ 275,000 | ||
Cash transferred with sale | 2,900 | ||
Additional receive payments from the party | 130,000 | ||
Gain on sale of Cullinan Pearl | $ 276,800 | ||
Repayment of convertible note | 2,200 | ||
Percentage of profits from potential sales | 50% | ||
Research and development costs | 3,500 | ||
Research and development expense related to share of costs | 2,500 | ||
Prepaid expenses and other current assets | $ 1,000 |
Sale of Cullinan Pearl and Co_4
Sale of Cullinan Pearl and Co-Development Agreement with Taiho - Schedule of cash consideration received (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Book Value of Asset Sold [Abstract] | |
Cash | $ 2,898 |
Prepaid expenses and other current assets | 619 |
Amounts attributable to assets sold | 3,517 |
Book Value Of Liability Sold [Abstract] | |
Accrued expenses and other current liabilities | 2,404 |
Amounts attributable to liabilities sold | 2,404 |
Total identifiable net assets sold | 1,113 |
Upfront consideration, inclusive of cash transferred of $2,898 | 277,898 |
Gain on sale of Cullinan Pearl | $ 276,785 |
Sale of Cullinan Pearl and Co_5
Sale of Cullinan Pearl and Co-Development Agreement with Taiho - Parenthetical (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Securities, Available-for-Sale [Abstract] | |
Upfront consideration, cash transferred | $ 2,898 |
Reorganization and Reverse Stoc
Reorganization and Reverse Stock Split - Summary of LLC Units Previously Reported as Redeemable Preferred Units or Temporary Equity Converted Reclassified to Equity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity (Members' Deficit) | |||
Common Stock | $ 5 | $ 4 | |
Additional paid-in capital | 585,320 | 584,714 | |
Accumulated other comprehensive loss | (2,601) | (838) | |
Accumulated deficit | (47,695) | (158,909) | |
Total Cullinan Stockholders' Equity (Members' Deficit) | 535,029 | 424,971 | |
Non-controlling interests in subsidiaries | 0 | 403 | |
Total Stockholders' Equity (Members' Deficit) | $ 535,029 | $ 425,374 | $ 200,315 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Short-term and Long-term Investment Marketable Securities by Security Type (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Amortized Cost | $ 394,623 | $ 371,927 |
Gross Unrealized Gains | 32 | 0 |
Gross Unrealized Losses | (2,633) | (838) |
Estimated Fair Value | 392,022 | 371,089 |
Short Term Investments | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Amortized Cost | 313,187 | 230,849 |
Gross Unrealized Gains | 14 | 0 |
Gross Unrealized Losses | (2,061) | (157) |
Estimated Fair Value | 311,140 | 230,692 |
Long Term Investments | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Amortized Cost | 81,436 | 141,078 |
Gross Unrealized Gains | 18 | 0 |
Gross Unrealized Losses | (572) | (681) |
Estimated Fair Value | 80,882 | 140,397 |
Asset-backed Securities | Short Term Investments | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Amortized Cost | 16,625 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (15) | |
Estimated Fair Value | 16,610 | |
Asset-backed Securities | Long Term Investments | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Amortized Cost | 3,044 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (8) | |
Estimated Fair Value | 3,036 | |
U.S. Government Notes | Short Term Investments | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Amortized Cost | 34,029 | 18,033 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (290) | (35) |
Estimated Fair Value | 33,739 | 17,998 |
U.S. Government Notes | Long Term Investments | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Amortized Cost | 20,166 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (77) | |
Estimated Fair Value | 20,089 | |
Corporate notes | Short Term Investments | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Amortized Cost | 244,498 | 98,642 |
Gross Unrealized Gains | 11 | 0 |
Gross Unrealized Losses | (1,743) | (95) |
Estimated Fair Value | 242,766 | 98,547 |
Corporate notes | Long Term Investments | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Amortized Cost | 81,436 | 117,868 |
Gross Unrealized Gains | 18 | 0 |
Gross Unrealized Losses | (572) | (596) |
Estimated Fair Value | 80,882 | 117,272 |
Commercial Paper | Short Term Investments | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Amortized Cost | 18,035 | 114,174 |
Gross Unrealized Gains | 3 | 0 |
Gross Unrealized Losses | (13) | (27) |
Estimated Fair Value | $ 18,025 | $ 114,147 |
Financial Instruments - Summary
Financial Instruments - Summary of Fair Value of Financial Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | $ 311,140 | |
Long Term Investments Fair Value Disclosure | 80,882 | |
Total cash, cash equivalents and investments | 392,022 | |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 33,739 | $ 230,692 |
Long Term Investments Fair Value Disclosure | 140,397 | |
Total cash, cash equivalents and investments | 371,089 | |
Asset-backed Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 16,610 | |
Asset-backed Securities | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long Term Investments Fair Value Disclosure | 3,036 | |
U.S. Government Notes | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 17,998 | |
Long Term Investments Fair Value Disclosure | 20,089 | |
Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 242,766 | |
Long Term Investments Fair Value Disclosure | 80,882 | |
Corporate notes | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 98,547 | |
Long Term Investments Fair Value Disclosure | 117,272 | |
Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 18,025 | |
Commercial Paper | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 114,147 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | |
Long Term Investments Fair Value Disclosure | 0 | |
Total cash, cash equivalents and investments | 0 | |
Fair Value, Inputs, Level 1 [Member] | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | 0 |
Long Term Investments Fair Value Disclosure | 0 | |
Total cash, cash equivalents and investments | 0 | |
Fair Value, Inputs, Level 1 [Member] | Asset-backed Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Asset-backed Securities | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long Term Investments Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | U.S. Government Notes | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | |
Long Term Investments Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | |
Long Term Investments Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Corporate notes | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | |
Long Term Investments Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 1 [Member] | Commercial Paper | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 311,140 | |
Long Term Investments Fair Value Disclosure | 80,882 | |
Total cash, cash equivalents and investments | 392,022 | |
Fair Value, Inputs, Level 2 [Member] | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 33,739 | 230,692 |
Long Term Investments Fair Value Disclosure | 140,397 | |
Total cash, cash equivalents and investments | 371,089 | |
Fair Value, Inputs, Level 2 [Member] | Asset-backed Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 16,610 | |
Fair Value, Inputs, Level 2 [Member] | Asset-backed Securities | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long Term Investments Fair Value Disclosure | 3,036 | |
Fair Value, Inputs, Level 2 [Member] | U.S. Government Notes | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 17,998 | |
Long Term Investments Fair Value Disclosure | 20,089 | |
Fair Value, Inputs, Level 2 [Member] | Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 242,766 | |
Long Term Investments Fair Value Disclosure | 80,882 | |
Fair Value, Inputs, Level 2 [Member] | Corporate notes | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 98,547 | |
Long Term Investments Fair Value Disclosure | 117,272 | |
Fair Value, Inputs, Level 2 [Member] | Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 18,025 | |
Fair Value, Inputs, Level 2 [Member] | Commercial Paper | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 114,147 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | |
Long Term Investments Fair Value Disclosure | 0 | |
Total cash, cash equivalents and investments | 0 | |
Fair Value, Inputs, Level 3 [Member] | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | |
Long Term Investments Fair Value Disclosure | 0 | |
Total cash, cash equivalents and investments | 0 | |
Fair Value, Inputs, Level 3 [Member] | Asset-backed Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 3 [Member] | Asset-backed Securities | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long Term Investments Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 3 [Member] | U.S. Government Notes | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | |
Long Term Investments Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 3 [Member] | Corporate notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | |
Long Term Investments Fair Value Disclosure | $ 0 | |
Fair Value, Inputs, Level 3 [Member] | Corporate notes | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | 0 | |
Long Term Investments Fair Value Disclosure | 0 | |
Fair Value, Inputs, Level 3 [Member] | Commercial Paper | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short Term Investments Fair Value Disclosure | $ 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 1,309 | $ 309 |
Less: accumulated depreciation | (135) | (232) |
Total property and equipment, net | 1,174 | 77 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 0 | 70 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 681 | 134 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 628 | $ 105 |
Property and Equipment, Net (Ad
Property and Equipment, Net (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation Expense | $ 0.1 | $ 0.1 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Research and development costs | $ 7,486 | $ 5,028 |
Accrued bonus | 4,516 | 2,576 |
Other current liabilities | 1,955 | 973 |
Convertible note and accrued interest | 178 | 0 |
Accrued Expenses And Other Current Liabilities | $ 14,135 | $ 8,577 |
License and Collaboration Agr_2
License and Collaboration Agreements - Summary of Research and Development Costs Related to Collaboration and License Agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Research and development costs | $ 91,948 | $ 57,751 |
Pearl - Taiho | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Research and development costs | 3,500 | |
Collaboration and License Agreements | Adimab | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Research and development costs | $ 500 | |
Collaboration and License Agreements | Pearl - Taiho | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Research and development costs | $ 3,000 |
License and Collaboration Agr_3
License and Collaboration Agreements - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
License And Collaboration Agreements [Line Items] | |||||
Common stock, shares issued | 45,796,449 | 45,796,449 | 44,292,102 | ||
Research and Development Expense | $ 91,948 | $ 57,751 | |||
Milestone payments received | $ 100 | ||||
Cash balance | $ 2,898 | 2,898 | |||
Nonrefundable license fee | $ 20,000 | ||||
Net issuance of common stock under equity-based compensation plans | 6,020 | 3,281 | |||
Net upfront revenue | 0 | 18,943 | |||
Pearl - Taiho | |||||
License And Collaboration Agreements [Line Items] | |||||
Research and Development Expense | 3,500 | ||||
Pearl - Taiho | Collaboration and License Agreements | |||||
License And Collaboration Agreements [Line Items] | |||||
Research and Development Expense | 3,000 | ||||
Amber—Massachusetts Institute of Technology | Collaboration and License Agreements | Maximum | |||||
License And Collaboration Agreements [Line Items] | |||||
Milestone payments received | $ 12,500 | ||||
Amber—Massachusetts Institute of Technology | Clinical and Regulatory Events First Indication | Maximum | |||||
License And Collaboration Agreements [Line Items] | |||||
Milestone payments received | 7,000 | ||||
Amber—Massachusetts Institute of Technology | Clinical and Regulatory Events Second Indication | |||||
License And Collaboration Agreements [Line Items] | |||||
Milestone payments received | $ 5,500 | ||||
Amber—Massachusetts Institute of Technology | Clinical and Regulatory Events | |||||
License And Collaboration Agreements [Line Items] | |||||
Percentage of Milestone Payments | 100% | ||||
Adimab | Collaboration and License Agreements | |||||
License And Collaboration Agreements [Line Items] | |||||
Research and Development Expense | 500 | ||||
Adimab | Collaboration and License Agreements | Maximum | |||||
License And Collaboration Agreements [Line Items] | |||||
Research and Development Expense | 100 | ||||
Massachusetts Institute of Technology [Member] | Collaboration and License Agreements | |||||
License And Collaboration Agreements [Line Items] | |||||
Research and Development Expense | $ 400 | 100 | |||
Pearl—Zai Lab License Agreement | |||||
License And Collaboration Agreements [Line Items] | |||||
Net upfront revenue | $ 18,900 |
Cullinan-MICA Asset Acquisition
Cullinan-MICA Asset Acquisition - Additional Information (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Asset Acquisition [Line Items] | ||
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares outstanding | 0 | 0 |
Common stock, shares outstanding | 45,796,449 | 44,292,102 |
Common Stock and Noncontrolli_2
Common Stock and Noncontrolling Interest in Subsidiaries - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2022 | Oct. 31, 2022 | Jul. 31, 2022 | Mar. 31, 2022 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |||||||
Common stock, voting rights | 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. | ||||||||
Shares issued | 0 | 0 | |||||||
Shares sold/issued | 45,796,449 | 44,292,102 | |||||||
Losses attributed to noncontrolling interests | $ (2,019) | $ (1,915) | |||||||
Net issuance of common stock under equity-based compensation plans | 6,020 | 3,281 | |||||||
Purchase of shares | 6,700,000 | 700,000 | |||||||
Equity-based compensation expense | $ 27,957 | $ 24,375 | |||||||
Common Stock | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Shares issued during period | 13,685,000 | ||||||||
Cullinan Mica | Stock Purchase And Transfer Agreements | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Stock issued during period shares purchase of assets | 900,000 | ||||||||
Cullinan Mica | HLBV | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Stock options held by noncontrolling interests | 200,000 | ||||||||
Cullinan Mica | Common Stock | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Stock issued during period shares purchase of assets | 900,000 | ||||||||
Stock Issued During Period, Value, Purchase of Assets | $ 2,600 | ||||||||
Cullinan Mica | Common Stock | Stock Purchase And Transfer Agreements | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Stock issued during period shares purchase of assets | 400,000 | ||||||||
Maximum | Noncontrolling Interests in Subsidiaries | HLBV | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Losses attributed to noncontrolling interests | $ 400 | $ 100 | |||||||
Series A Preferred Stock | Cullinan Mica | Stock Purchase And Transfer Agreements | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Stock issued during period shares purchase of assets | 1,500,000 | ||||||||
Series A-2 Junior Preferred Stock | Cullinan Mica | Stock Purchase And Transfer Agreements | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Stock issued during period shares purchase of assets | 11,500,000 | ||||||||
Series A Junior Preferred Stock | Cullinan Mica | Stock Purchase And Transfer Agreements | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Stock issued during period shares purchase of assets | 2,000,000 | ||||||||
Cullinan Amber Corp | MIT License Agreement between Amber and MIT | Common Stock | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Shares issued | 500,000 | 300,000 | |||||||
Shares sold/issued | 200,000 | ||||||||
Cullinan Amber Corp | Dr. Wittrup | Common Stock | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Shares issued | 200,000 | ||||||||
Cullinan Amber Corp | Series A Preferred Stock | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Shares issued | 10,000,000 | 3,000,000 | 6,000,000 | ||||||
Ownership interest percentage | 6% | ||||||||
Percentage of share purchased as part of asset acquisition | 94% | ||||||||
Cullinan Florentine Corp | HLBV | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Losses attributed to noncontrolling interests | $ 0 | ||||||||
Cullinan Florentine Corp | Series A Preferred Stock | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Ownership interest percentage | 4% | ||||||||
Percentage of share purchased as part of asset acquisition | 96% | ||||||||
Cullinan Florentine Corp | Series B Preferred Units | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Shares issued during period | 3,750,000 | 7,500,000 | |||||||
Cullinan Pearl Corp | HLBV | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Losses attributed to noncontrolling interests | $ 300 | 700 | |||||||
MICA | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Losses attributed to noncontrolling interests | $ 1,200 | $ 1,100 | |||||||
Ownership interest percentage | 5% | ||||||||
Percentage of share purchased as part of asset acquisition | 95% | ||||||||
MICA | HLBV | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Shares price per share | $ 0.22 | ||||||||
Share-based payment award, accelerated vesting, number | 300,000 | ||||||||
Equity-based compensation expense | $ 600 | ||||||||
MICA | Series A Preferred Stock | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Ownership interest percentage | 4% | ||||||||
Percentage of share purchased as part of asset acquisition | 96% | ||||||||
MICA | Series A Senior Preferred Stock | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Purchase of shares | 5,400,000 | ||||||||
MICA | Series A Senior Preferred Stock | Investor | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Gross proceeds | $ 1,200 | $ 900 | |||||||
Purchase of shares | 900,000 | ||||||||
MICA | Series A-2 Junior Preferred Stock | Cullinan Mica | Stock Purchase And Transfer Agreements | |||||||||
Common Stock And Noncontrolling Interest In Subsidiaries [Line Items] | |||||||||
Gross proceeds | $ 30,700 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 12 Months Ended | |||||
Sep. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Aug. 31, 2022 ft² | Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | |
Lessee Lease Description [Line Items] | ||||||
Operating lease commence date | Feb. 28, 2018 | |||||
Operating lease expiration date | Jun. 30, 2024 | |||||
Rent expense | $ 1.1 | $ 0.6 | ||||
Lease payments | $ 0.3 | |||||
Sublease payment | $ 0.1 | |||||
Scenario Adjustment [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Sublease payment | $ 0.3 | $ 0.6 | ||||
M A | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease rentable area | ft² | 14,000 | 8,000 |
Supplemental cash flow informat
Supplemental cash flow information - (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) | ||
Leases [Abstract] | ||
Operating cash flows from operating leases(1) | $ 260 | [1] |
ROU asset obtained in exchange for an operating lease liability | $ 4,931 | |
[1] Operating cash flows from operating leases includes cash inflow of $ 0.3 million reimbursed by the lessor for improvements made to the newly leased office space pursuant to the terms of the Suite 1350 lease. |
Summarizes lease term and disco
Summarizes lease term and discount rate - (Details) | Dec. 31, 2022 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 3 years 2 months 12 days |
Weighted-average discount rate | 10.80% |
Future minimum lease payments -
Future minimum lease payments - (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 1,881 | $ 608 |
2024 | 1,738 | 618 |
2025 | 1,461 | 313 |
2026 | 872 | |
Total future minimum lease payments | 5,952 | $ 1,539 |
Less: imputed interest | (941) | |
Total lease liabilities at present value | $ 5,011 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Equity-based Compensation Expense Categories In Consolidated Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total equity-based compensation | $ 27,957 | $ 24,375 |
Research and Development | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total equity-based compensation | 11,018 | 8,914 |
General and Administrative | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total equity-based compensation | $ 16,939 | $ 15,461 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2023 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted term | 8 years 3 months 21 days | |||||
Options granted, weighted average grant date fair value | $ 9.02 | $ 15.73 | ||||
Unrecognized compensation costs | $ 66,000 | $ 75,800 | ||||
Unrecognized compensation costs, recognition period | 2 years 10 months 24 days | 3 years 2 months 12 days | ||||
Options exercised, intrinsic value | $ 13,100 | $ 10,700 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 45,796,449 | 44,292,102 | ||||
Equity-based compensation expense | $ 27,957 | $ 24,375 | ||||
Purchase of shares | 6,700,000 | 700,000 | ||||
Net issuance of common stock under equity-based compensation plans | $ 6,020 | $ 3,281 | ||||
Common stock issuable upon exercise of stock options, weighted average exercise price | $ 4.31 | $ 4.30 | ||||
Research and Development Expense | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 11,018 | $ 8,914 | ||||
General and Administrative | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 16,939 | $ 15,461 | ||||
RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation costs, recognition period | 2 years 7 months 6 days | |||||
Non-options unrecognized compensation cost | $ 4,300 | |||||
Fair value of non-options shares vested | $ 600 | |||||
Shares price per share | $ 12.98 | |||||
Weighted average fair value of options granted | [1] | $ 13.28 | ||||
Restricted Stock Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation costs, recognition period | 1 year | 1 year 6 months | ||||
Non-options unrecognized compensation cost | $ 100 | $ 300 | ||||
Fair value of non-options shares vested | $ 600 | $ 8,500 | ||||
2021 Stock Option and Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted term | 10 years | |||||
Award vesting period | 4 years | |||||
Number of shares available for grant | 2,200,000 | |||||
Increase in number of shares reserved and available for issuance percentage | 5% | |||||
2021 Stock Option and Incentive Plan | Subsequent Event | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increase in number of shares reserved and available for issuance | 2,300,000 | |||||
ESPP | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares reserved for future issuance | 800,000 | |||||
Increase in number of shares reserved and available for issuance percentage | 1% | |||||
Increase in number of shares reserved and available for issuance | 800,000 | |||||
ESPP | Subsequent Event | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increase in number of shares reserved and available for issuance | 500,000 | |||||
ESPP | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares issued | 100,000 | 100,000 | ||||
[1] The number granted represents the number of shares issuable upon vesting of service-based and market-based RSUs, assuming the Company achieves its corporate stock price metrics at the target achievement level. |
Equity-Based Compensation - S_2
Equity-Based Compensation - Schedule of Assumptions Used to Estimate Fair Value of Options (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 2.65% | 1.02% |
Expected term (in years) | 6 years | 6 years |
Expected volatility | 79.81% | 76.22% |
Expected dividend yield | 0% | 0% |
Equity-Based Compensation - S_3
Equity-Based Compensation - Schedule of Assumptions Used to Estimate Fair Value of RSUs (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Volatility | 79.81% | 76.22% |
Remaining term (years) | 6 years | 6 years |
Risk-free rate | 2.65% | 1.02% |
Expected dividend yield | 0% | 0% |
RSUs | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock price | $ 12.98 | |
Volatility | 82.50% | |
Remaining term (years) | 2 years 8 months 12 days | |
Risk-free rate | 2.90% | |
Expected dividend yield | 0% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Options, Beginning Balance | 9,259,000 | 4,603,000 |
Number of Options, Granted | 2,888,000 | 5,482,000 |
Number of Options, Exercised | (1,523,000) | (763,000) |
Number of Options, Forfeited | (1,290,000) | (63,000) |
Number of Options, Ending Balance | 9,334,000 | 9,259,000 |
Number of Options, Exercisable | 3,706,000 | |
Weighted Average Exercise Price, Beginning Balance | $ 15.77 | $ 4.30 |
Weighted Average Exercise Price, Granted | 12.96 | 23.82 |
Weighted Average Exercise Price, Exercised | 4.31 | 4.30 |
Weighted Average Exercise Price, Forfeited | 13.80 | 17.23 |
Weighted Average Exercise Price, Ending Balance | 17.04 | $ 15.77 |
Weighted Average Exercise Price, Exercisable | $ 15.31 | |
Weighted Average Remaining Contractual Term (Years), Outstanding | 8 years 3 months 21 days | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 7 years 3 months 25 days | |
Aggregate Intrinsic Value, Outstanding | $ 11,526 | |
Aggregate Intrinsic Value, Exercisable | $ 10,060 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of Activity Related to RSUs (Details) - RSUs | 12 Months Ended | |
Dec. 31, 2022 $ / shares shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Outstanding Unvested, Beginning Balance | shares | 0 | |
Number of Shares, Granted | shares | 502,000 | [1] |
Number of Shares, Vested | shares | (46,000) | |
Number of Shares, Forfeited | shares | (87,000) | |
Number of Shares, Outstanding Unvested, Ending Balance | shares | 369,000 | |
Weighted-Average Grant Date Fair Value, Outstanding Unvested, Beginning Balance | $ / shares | $ 0 | |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 13.28 | [1] |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 13.60 | |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 13.60 | |
Weighted-Average Grant Date Fair Value, Outstanding Unvested, Ending Balance | $ / shares | $ 13.16 | |
[1] The number granted represents the number of shares issuable upon vesting of service-based and market-based RSUs, assuming the Company achieves its corporate stock price metrics at the target achievement level. |
Equity-Based Compensation - S_5
Equity-Based Compensation - Summary of Activity Related to RSAs (Details) - Restricted Stock Awards - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Outstanding Unvested, Beginning Balance | 89,000 | 364,000 |
Number of Shares, Vested | (46,000) | (275,000) |
Number of Shares, Forfeited | (28,000) | |
Number of Shares, Outstanding Unvested, Ending Balance | 15,000 | 89,000 |
Weighted-Average Grant Date Fair Value, Outstanding Unvested, Beginning Balance | $ 3.87 | $ 2.04 |
Weighted-Average Grant Date Fair Value, Vested | 3.87 | 1.45 |
Weighted-Average Grant Date Fair Value, Forfeited | 3.87 | |
Weighted-Average Grant Date Fair Value, Outstanding Unvested, Ending Balance | $ 3.87 | $ 3.87 |
Equity-Based Compensation - S_6
Equity-Based Compensation - Summary of Restricted Common Unit Activities (Details) - RSUs - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Vested | (46,000) | |
Number of Shares, Outstanding Unvested, Ending Balance | 369,000 | 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Royalties under obligation | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | ||
Current income tax expense (benefit) | $ 42,100 | $ 0 |
Deferred Income Tax Expense (Benefit) | 0 | |
Operating loss carryforwards | $ 42,600 | 117,400 |
Operating loss carryforwards, limitations on use | Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions, NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%. The rules generally operate by focusing on changes in ownership among stockholders considered by the rules as owning, directly or indirectly, 5% or more of the stock of a company and any change in ownership arising from new issuances of stock by the company. | |
Uncertain tax positions | $ 0 | 0 |
Accrued interest or penalties | $ 0 | 0 |
Federal | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards expiration year | 2036 | |
Federal | Research and Development | ||
Income Tax Disclosure [Line Items] | ||
Tax credit carryforward | $ 900 | 1,300 |
Tax credit carryforward expiration year | 2036 | |
Federal | Prior to 2018 Tax Year | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | $ 5,800 | |
Federal | NOL Current and Prior to 2018 Tax Year | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 36,800 | |
Federal | NOL Current and Prior to 2018 Tax Year | Research and Development Tax Credit Carryforward Indefinitely | ||
Income Tax Disclosure [Line Items] | ||
Tax credit carryforward | 300 | 300 |
State | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | $ 27,100 | $ 119,000 |
Operating loss carryforwards expiration year | 2036 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Statutory Income Tax Rate To Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal statutory rate | 21% | 21% |
State taxes, net of federal benefit | 4.71% | 9.96% |
Valuation allowance | 1.13% | (32.12%) |
Other | 0.97% | (1.16%) |
Effective income tax rate reconciliation | 27.81% | 0% |
Income Taxes - Summary of Net D
Income Taxes - Summary of Net Deferred Income Tax Asset (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Net operating loss | $ 10,531 | $ 31,414 | |
Capitalized research and development | 18,724 | 0 | |
Capitalized organizational and start-up expenses | 127 | 140 | |
Licenses | 461 | 1,875 | |
Accrued expenses | 1,977 | 968 | |
Research and development credit | 1,110 | 1,563 | |
Equity-based compensation | 12,087 | 8,584 | |
Basis difference on gain on sale of Cullinan Pearl | 1,805 | 0 | |
Lease liability | 1,345 | 0 | |
Gross deferred tax assets | 48,167 | 44,544 | |
Valuation allowance | (46,766) | (44,552) | $ (22,642) |
Net deferred tax asset | 1,401 | 8 | |
Deferred tax liability | |||
ROU asset | 1,108 | 0 | |
Depreciation and amortization | (293) | (8) | |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance [Abstract] | ||
Valuation allowance at beginning of year | $ 44,552 | $ 22,642 |
Increases recorded to income tax provision | 1,712 | 21,674 |
Increases recorded to OCI/Equity | 502 | 236 |
Valuation allowance at end of year | $ 46,766 | $ 44,552 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee Lease Description [Line Items] | ||
Rent expense | $ 1,100 | $ 600 |
Indemnification agreements | ||
Lessee Lease Description [Line Items] | ||
Accrued liabilities | $ 0 | $ 0 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss attributable to common stockholders of Cullinan | $ 111,214 | $ (65,570) |
Denominator | ||
Weighted Average Number of Shares Outstanding, Basic | 45,164 | 43,077 |
Dilutive effect of common stock issuable from assumed exercise of equity awards | 1,476 | 0 |
Weighted Average Number of Shares Outstanding, Diluted | 46,640 | 43,077 |
Earnings Per Share, Basic | $ 2.46 | $ (1.52) |
Earnings Per Share, Diluted | $ 2.38 | $ (1.52) |
Net Loss per Share - Summary _2
Net Loss per Share - Summary of Equity Instruments Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Equity instruments excluded from computation of diluted net loss per share (in shares) | 6,874 | 9,348 |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Equity instruments excluded from computation of diluted net loss per share (in shares) | 6,842 | 9,259 |
RSAs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Equity instruments excluded from computation of diluted net loss per share (in shares) | 0 | 89 |
RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Equity instruments excluded from computation of diluted net loss per share (in shares) | 25 | 0 |
ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Equity instruments excluded from computation of diluted net loss per share (in shares) | 7 | 0 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Dec. 31, 2022 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 45,796,449 | 44,292,102 | ||
Preferred stock shares outstanding | 0 | 0 | ||
Milestone payments received | $ 0.1 | |||
Subsequent Event [Member] | Exchange Agreement | Stockholders | ||||
Subsequent Event [Line Items] | ||||
Conversion of stock, description | Each share of the preferred stock will be convertible into 10 shares of Common Stock at the option of the holder at any time | |||
Subsequent Event [Member] | Exchange Agreement | Stockholders | Minimum | ||||
Subsequent Event [Line Items] | ||||
Ownership percentage | 9.99% | |||
Subsequent Event [Member] | Exchange Agreement | Stockholders | Common Stock | ||||
Subsequent Event [Line Items] | ||||
Stock exchanged | 6,500,000 | |||
Common stock, shares outstanding | 39,300,000 | |||
Conversion of stock, shares converted | 6,500,000 | |||
Subsequent Event [Member] | Exchange Agreement | Stockholders | Series A Convertible Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued during period | 600,000 | |||
Preferred stock, par value | $ 0.0001 | |||
Subsequent Event [Member] | Exchange Agreement | Stockholders | Series A Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Preferred stock shares outstanding | 600,000 | |||
Subsequent Event [Member] | Harbour License Agreement | Harbour BioMed US Inc. | ||||
Subsequent Event [Line Items] | ||||
Upfront License fee | $ 25 | |||
Subsequent Event [Member] | Harbour License Agreement | Harbour BioMed US Inc. | Maximum | Achievement Based | ||||
Subsequent Event [Line Items] | ||||
Milestone payments received | 148 | |||
Subsequent Event [Member] | Harbour License Agreement | Harbour BioMed US Inc. | Maximum | Sales Based | ||||
Subsequent Event [Line Items] | ||||
Milestone payments received | $ 415 |