Cullinan-MICA Asset Acquisition	12 Months Ended
Dec. 31, 2021
Asset Acquisition [Abstract]
Cullinan-MICA Asset Acquisition	(5) Cullinan-MICA Asset Acquisition On May 28, 2020 (the Acquisition Date), in accordance with the Series A Senior Preferred Stock Purchase Agreement (the Purchase Agreement), the Company purchased 5,385,787 shares of Series A Senior Preferred Stock (the Series A Senior Preferred Stock) of PDI Therapeutics, Inc. (PDI Therapeutics), for $7.1 million, and certain existing PDI Therapeutics shareholders purchased approximately 702,495 shares of the Series A Senior Preferred Stock for $0.9 million. Concurrently with the Series A Senior Preferred Stock purchase, PDI Therapeutics was renamed Cullinan MICA Corp. The terms of the Purchase Agreement included two additional closings for total proceeds of up to $26.0 million. On the Acquisition Date, MICA (formerly PDI Therapeutics) authorized the issuance of 72,890,797 shares, of which 39,000,000 was designated as common stock and 33,890,797 was designated as preferred stock. Of the authorized preferred stock, MICA designated 1,999,998 shares as Series A Junior Preferred Stock, 652,371 shares as Series A-1 Junior Preferred Stock, 11,451,514 shares as Series A-2 Junior Preferred Stock, and 19,786,914 shares as Series A Senior Preferred Stock (collectively the Series Preferred Stock). Following the initial close in May 2020, MICA had 22,829,406 shares outstanding, including 6,088,282 shares of Series A Senior Preferred Stock (of which the LLC held 5,385,787 shares), 602,784 shares of common stock, and 14,103,883 shares of Series A, A-1 and A2 Junior Preferred Stock described above. In addition, there were 2,034,457 shares of common stock underlying options reserved under MICA's equity plan (of which 1,826,402 was reserved for future issuances to MICA’s directors and officers, as well as former employees of PDI Therapeutics). Other than the Series A-1 Junior Preferred Stock, which shares are non-voting, the Series Preferred Stock of MICA vote equally with the shares of common stock of MICA. In addition to any other vote or consent, the vote or written consent of a majority of the holders of Series A Senior Preferred Stock is required for certain actions, including redemptions, dividends, distributions, dissolutions, creation of new classes of stock, mergers, sale of MICA or its assets, and amendments to the certificate of incorporation, as well as other actions. The other classes of Series Preferred Stock have voting rights pertaining to the increase or decrease in the authorized number of shares of their respective classes. The Company’s initial purchase represented approximately 24% of MICA’s fully diluted shares outstanding, including shares reserved for future issuance, and 88.5% of the Series A Senior Preferred Stock outstanding. The Company can increase its ownership to approximately 54% of MICA’s fully diluted shares outstanding with the subsequent closings. Additionally, as part of the transaction and as outlined in the Voting Agreement dated May 28, 2020, among the Company and other stockholders of MICA, MICA increased the size of its board of directors from four to five directors, of which three directors are designated by the Company. The Company also entered into a Services Agreement with MICA under which the Company will perform functions required for MICA’s operations, including accounts payable, cash management, record keeping, research and development, and accounting services. Given the Company’s ownership of the Series A Senior Preferred Stock and its majority representation on MICA’s board of directors, the Company's obtained a controlling interest in MICA on the Acquisition Date. Further, the Company evaluated the MICA transaction and determined that MICA is not a variable interest entity; however, due to the controlling interest in MICA, the Company will consolidate MICA under the voting interest model. The Company evaluated the change in control of MICA and concluded that the change in control was an asset acquisition rather than a business combination as substantially all of the value in MICA resided in CLN-619, the IPR&D asset developed by MICA. The cost of the assets was calculated as the sum of the fair value of the Company’s investment in MICA, the fair value of the noncontrolling interests in MICA and the Company’s transaction costs. This cost was allocated to the assets acquired and liabilities assumed in the transaction based on their relative fair values. The amount allocated to the IPR&D asset acquired was $6.4 million and was charged to research and development expense within the consolidated statements of operations and comprehensive loss during the year ended December 31, 2020 as it had no alternative future use at the time of the acquisition. In December 2020, the stockholders and the board of directors of MICA approved an amendment to its equity plan that decreased the authorized amount of shares under its equity plan such that no further grants could be made under its equity plan. Any authorized but unissued shares under the equity plan were returned to the status of authorized, unissued shares of common stock. In June 2021, the MICA board authorized the first additional closing and the Company purchased an additional 5,385,787 shares of Series A Senior Preferred Stock for $7.1 million and certain existing shareholders purchased an additional 702,495 shares of Series A Senior Preferred Stock for $0.9 million pursuant to the MICA Purchase Agreement. Following the first additional closing, the Company’s ownership increased to 45% of MICA’s fully-diluted shares outstanding and remain as such at December 31, 2021.

Cullinan-MICA Asset Acquisition

12 Months Ended

Dec. 31, 2021

(5)

Cullinan-MICA Asset Acquisition

On May 28, 2020 (the Acquisition Date), in accordance with the Series A Senior Preferred Stock Purchase Agreement (the Purchase Agreement), the Company purchased 5,385,787 shares of Series A Senior Preferred Stock (the Series A Senior Preferred Stock) of PDI Therapeutics, Inc. (PDI Therapeutics), for $7.1 million, and certain existing PDI Therapeutics shareholders purchased approximately 702,495 shares of the Series A Senior Preferred Stock for $0.9 million. Concurrently with the Series A Senior Preferred Stock purchase, PDI Therapeutics was renamed Cullinan MICA Corp. The terms of the Purchase Agreement included two additional closings for total proceeds of up to $26.0 million.

On the Acquisition Date, MICA (formerly PDI Therapeutics) authorized the issuance of 72,890,797 shares, of which 39,000,000 was designated as common stock and 33,890,797 was designated as preferred stock. Of the authorized preferred stock, MICA designated 1,999,998 shares as Series A Junior Preferred Stock, 652,371 shares as Series A-1 Junior Preferred Stock, 11,451,514 shares as Series A-2 Junior Preferred Stock, and 19,786,914 shares as Series A Senior Preferred Stock (collectively the Series Preferred Stock). Following the initial close in May 2020, MICA had 22,829,406 shares outstanding, including 6,088,282 shares of Series A Senior Preferred Stock (of which the LLC held 5,385,787 shares), 602,784 shares of common stock, and 14,103,883 shares of Series A, A-1 and A2 Junior Preferred Stock described above. In addition, there were 2,034,457 shares of common stock underlying options reserved under MICA's equity plan (of which 1,826,402 was reserved for future issuances to MICA’s directors and officers, as well as former employees of PDI Therapeutics).

Other than the Series A-1 Junior Preferred Stock, which shares are non-voting, the Series Preferred Stock of MICA vote equally with the shares of common stock of MICA. In addition to any other vote or consent, the vote or written consent of a majority of the holders of Series A Senior Preferred Stock is required for certain actions, including redemptions, dividends, distributions, dissolutions, creation of new classes of stock, mergers, sale of MICA or its assets, and amendments to the certificate of incorporation, as well as other actions. The other classes of Series Preferred Stock have voting rights pertaining to the increase or decrease in the authorized number of shares of their respective classes.

The Company’s initial purchase represented approximately 24% of MICA’s fully diluted shares outstanding, including shares reserved for future issuance, and 88.5% of the Series A Senior Preferred Stock outstanding. The Company can increase its ownership to approximately 54% of MICA’s fully diluted shares outstanding with the subsequent closings. Additionally, as part of the transaction and as outlined in the Voting Agreement dated May 28, 2020, among the Company and other stockholders of MICA, MICA increased the size of its board of directors from four to five directors, of which three directors are designated by the Company.

The Company also entered into a Services Agreement with MICA under which the Company will perform functions required for MICA’s operations, including accounts payable, cash management, record keeping, research and development, and accounting services.

Given the Company’s ownership of the Series A Senior Preferred Stock and its majority representation on MICA’s board of directors, the Company's obtained a controlling interest in MICA on the Acquisition Date. Further, the Company evaluated the MICA transaction and determined that MICA is not a variable interest entity; however, due to the controlling interest in MICA, the Company will consolidate MICA under the voting interest model.

The Company evaluated the change in control of MICA and concluded that the change in control was an asset acquisition rather than a business combination as substantially all of the value in MICA resided in CLN-619, the IPR&D asset developed by MICA. The cost of the assets was calculated as the sum of the fair value of the Company’s investment in MICA, the fair value of the noncontrolling interests in MICA and the Company’s transaction costs. This cost was allocated to the assets acquired and liabilities assumed in the transaction based on their relative fair values. The amount allocated to the IPR&D asset acquired was $6.4 million and was charged to research and development expense within the consolidated statements of operations and comprehensive loss during the year ended December 31, 2020 as it had no alternative future use at the time of the acquisition.

In December 2020, the stockholders and the board of directors of MICA approved an amendment to its equity plan that decreased the authorized amount of shares under its equity plan such that no further grants could be made under its equity plan. Any authorized but unissued shares under the equity plan were returned to the status of authorized, unissued shares of common stock.

In June 2021, the MICA board authorized the first additional closing and the Company purchased an additional 5,385,787 shares of Series A Senior Preferred Stock for $7.1 million and certain existing shareholders purchased an additional 702,495 shares of Series A Senior Preferred Stock for $0.9 million pursuant to the MICA Purchase Agreement. Following the first additional closing, the Company’s ownership increased to 45% of MICA’s fully-diluted shares outstanding and remain as such at December 31, 2021.