As filed with the Securities and Exchange Commission on March 10, 2022
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CULLINAN ONCOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 81-387991 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
One Main Street Suite 520 Cambridge, MA | 02142 | |
(Address of Principal Executive Offices) | (Zip Code) |
Cullinan Oncology, Inc. (formerly Cullinan Management, Inc.) 2021 Stock Option and Incentive Plan
Cullinan Oncology, Inc. (formerly Cullinan Management, Inc.) 2021 Employee Stock Purchase Plan
(Full Title of the Plan)
Nadim Ahmed
President and Chief Executive Officer
Cullinan Oncology, Inc.
One Main Street
Suite 520
Cambridge, MA 02142
(Name and Address of Agent For Service)
(617) 410-4650
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Statement of Incorporation by Reference
This Registration Statement on Form S-8, relating to the 2021 Stock Option and Incentive Plan of Cullinan Oncology, Inc. (formerly Cullinan Management, Inc.) (the “Registrant”) and the 2021 Employee Stock Purchase Plan of the Registrant, is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-251943, filed with the Securities and Exchange Commission on January 7, 2021 by the Registrant, relating to the Registrant’s 2021 Stock Option and Incentive Plan and the Registrant’s 2021 Employee Stock Purchase Plan, except for Item 8, Exhibits.
Item 8. Exhibits.
The following exhibits are incorporated herein by reference:
* | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 10th day of March, 2022.
CULLINAN ONCOLOGY, INC. | ||
By: | /s/ Nadim Ahmed | |
Name: | Nadim Ahmed | |
Title: | President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Cullinan Oncology, Inc., hereby severally constitute and appoint Nadim Ahmed and Jeffrey Trigilio, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Cullinan Oncology, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Nadim Ahmed Nadim Ahmed | President, Chief Executive Officer and Director (Principal Executive Officer) | March 10, 2022 | ||
/s/ Jeffrey Trigilio Jeffrey Trigilio | Chief Financial Officer (Principal Financial and Accounting Officer) | March 10, 2022 | ||
/s/ Thomas Ebeling Thomas Ebeling | Director | March 10, 2022 | ||
/s/ Ansbert Gadicke Ansbert Gadicke, M.D. | Director | March 10, 2022 | ||
/s/ Anne-Marie Martin Anne-Marie Martin | Director | March 10, 2022 | ||
/s/ Anthony Rosenberg Anthony Rosenberg | Director | March 10, 2022 | ||
/s/ Stephen Webster Stephen Webster | Director | March 10, 2022 |