Cullinan Therapeutics Inc 2024年度报告

Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ 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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Large accelerated filer☒Non-accelerated filer☐ 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filingreflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant as of June 30, 2024was $1.0billion based on theclosing price of the Registrant's shares of common stock on the Nasdaq Global Select Market on such date.The number of shares of the Registrant’s common stock outstanding as of February 21, 2025 was58,512,826. DOCUMENTS INCORPORATED BY REFERENCEThe Registrant intends to file a definitive proxy statement pursuant to Regulation 14A in connection with its 2025 Annual Meeting of Stockholders within 120 days of the end of the Registrant’s fiscal year endedDecember 31, 2024. Portions of such proxy statement are incorporated by reference into Part II, Item 5 and Part III ofthis Annual Report on Form 10-K. Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities87Item 6.Reserved87Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations88Item 7A.Quantitative and Qualitative Disclosures About Market Risk96Item 8.Financial Statements and Supplementary Data96Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure96Item 9A.Controls and Procedures96Item 9B.Other Information97Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections97 PART IIIItem 10. Directors, Executive Officers and Corporate Governance98Item 11.Executive Compensation98Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters98Item 13.Certain Relationships and Related Transactions, and Director Independence98Item 14.Principal Accountant Fees and Services98 PART IVItem 15. Exhibits and Financial Statement Schedules99Item 16.Form 10-K Summary99 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements which are made pursuant to the safe harborprovisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, asamended, that involve risks, uncertainties, and other factors that may cause actu