Common Stock and Noncontrolling Interest in Subsidiaries	3 Months Ended
Mar. 31, 2022
Common Stock And Noncontrolling Interest In Subsidiaries [Abstract]
Common Stock and Noncontrolling Interest in Subsidiaries	(4) Common Stock and Noncontrolling Interest in Subsidiaries Common Stock As of March 31, 2022 and December 31, 2021, 150,000,000 shares of common stock of the Company were authorized. 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 March 31, 2022. Noncontrolling Interest 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 Corp. In April 2020, in connection with its Series A Preferred Stock financing, Amber issued 3,000,000 shares of its Series A Preferred Stock to the Company for gross proceeds of $3.0 million. At any time following the initial closing, upon election of Amber’s board of directors, Amber may sell up to an aggregate of 9,000,000 shares of Amber’s Series A Preferred Stock at one or more subsequent closings at $1.00 per share. In April 2020, pursuant to the license agreement (MIT License Agreement) between Amber and the Massachusetts Institute of Technology (MIT), Amber issued 400,132 shares of its common stock, in exchange for no additional consideration as set forth in the MIT License Agreement. In June 2021, upon election by Amber’s board of directors, Amber issued an additional 3,000,000 shares of its Series A Preferred Stock to the Company for gross proceeds of $3.0 million. In connection with the financing, Amber issued 153,229 shares of its common stock to MIT in exchange for no additional consideration, as set forth in the MIT License Agreement. The Company did not allocate any losses to the noncontrolling interests for each of the three months ended March 31, 2022 and 2021. Cullinan Florentine Corp. In August 2020, Florentine entered into a Series A Preferred Stock purchase agreement with the Company. The initial closing took place in August 2020 and Florentine sold 6,000,000 shares of its Series A Preferred Stock to the Company for gross proceeds of $6.0 million. At any time following the initial closing, upon the election of the Florentine’s board of directors, Florentine may sell up to an additional 6,000,000 shares of Series A Preferred Stock at one or more subsequent closings at $1.00 per share. Pursuant to the license agreement (Tübingen License Agreement) Florentine entered into with Deutsches Krebsforschungszentrum (DKFZ), Eberhard Karls University of Tübingen (University of Tübingen), and Universitätsmedizin Gesellschaft für Forschung und Entwicklung mbH, Tübingen (UFE), Florentine issued 725,118 shares of its common stock, in exchange for no additional consideration as set forth in the Tübingen License Agreement. In December 2020, Florentine issued 6,000,000 additional shares of its Series A Preferred Stock to the Company for proceeds of $6.0 million under the Florentine Series A Preferred Stock purchase agreement. Florentine issued an additional 381,810 shares of its common stock to DKFZ and UFE as anti-dilution shares, in exchange for no additional consideration as set forth in the Tübingen License Agreement. In July 2021, Florentine issued 7,500,000 shares of Series B Preferred Stock to the Company for gross proceeds of $8.1 million under the Florentine Series B Preferred Stock purchase agreement. No additional shares of its stock were issued to DKFZ or UFE. The Company did not allocate any losses to the noncontrolling interests for each of the three months ended March 31, 2022 and 2021. Cullinan MICA Corp. In May 2020, MICA issued 6,088,282 million shares of Series A Senior Preferred Stock, including 5,385,787 shares to the Company, at $1.31 per share. Using a market-based approach and an option-pricing allocation method, MICA determined the fair market value of MICA’s equity at acquisition was $12.8 million, of which $7.1 million was allocated to the Company’s Series A Senior Preferred Stock position, and $5.7 million was initially allocated to noncontrolling interests, including the Junior Preferred and Common Stockholders. In December 2020, the MICA board authorized the issuance of 3,367,804 shares of MICA common stock to the Company, at a purchase price of $0.23 per share for aggregate proceeds to MICA of $0.8 million. In June 2021, the MICA board authorized the First Additional Closing of the Series A Senior Preferred Stock financing 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. Following the First Additional Closing, the Company’s ownership increased to 45% of MICA’s fully-diluted shares outstanding. In March 2022, Cullinan MICA’s board of directors authorized the Second Additional Closing of the Series A Senior Preferred Stock financing where investors of Series A Senior Preferred Stock purchased another $10.0 million of Series A Senior Preferred Stock of Cullinan MICA. The Company purchased 6,732,232 shares while other existing investors purchased 878,118 shares for $8.8 million and $1.2 million, respectively. As a result of these transactions, the Company's ownership percentage in Cullinan MICA increased to 54%, which remains as of March 31, 2022. Under the HLBV method, $0.5 million and $0.2 million of losses were attributed to noncontrolling interests for the three months ended March 31, 2022 and 2021, respectively. Cullinan Pearl Corp. In February 2019, Pearl entered into a Series A Preferred Stock Purchase Agreement with Taiho Ventures, LLC, an affiliate of Taiho, (Taiho Ventures) to sell up to 23,000,000 shares of Pearl’s Series A Preferred Stock for $1.00 per share. Pearl completed the initial closing of its Series A Preferred Stock where Pearl issued 14,000,000 shares of Series A Preferred Stock for $14.0 million to the Company and Taiho Ventures. In connection with the licensing agreement we entered into with Taiho in February 2019 (the Taiho License Agreement), Pearl issued 1,860,000 shares of its common stock to Taiho Ventures as anti-dilution shares, in exchange for no cash consideration. In August 2020, Pearl issued 9,000,000 additional shares of its Series A Preferred Stock for $9.0 million to the Company and Taiho Ventures. In connection with the Taiho License Agreement, Pearl then issued 1,206,000 to Taiho Ventures additional shares of its common stock as anti-dilution shares, in exchange for no additional consideration. In November 2020, pursuant to a subscription agreement between the Company and Pearl, the Company purchased 2,730,227 shares of Pearl’s common stock at $0.44 per share, for an aggregate purchase price of $1.2 million. In March 2022, Pearl entered into a Note Purchase Agreement, or the Note, with the Company and Taiho Ventures pursuant to which Pearl agreed to issue up to $6.0 million in convertible promissory notes that is convertible into the next series of preferred stock. In March 2022, the first closing of the Note took place in which Pearl issued $3.2 million and $0.8 million to the Company and Taiho Ventures, respectively. Under the HLBV method, $0.3 million of losses and $1.7 million of income were attributed to noncontrolling interests for the three months ended March 31, 2022 and 2021, respectively.

Common Stock and Noncontrolling Interest in Subsidiaries

3 Months Ended

Mar. 31, 2022

Common Stock And Noncontrolling Interest In Subsidiaries [Abstract]

Common Stock and Noncontrolling Interest in Subsidiaries

(4)

Common Stock and Noncontrolling Interest in Subsidiaries

Common Stock

As of March 31, 2022 and December 31, 2021, 150,000,000 shares of common stock of the Company were authorized. 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 March 31, 2022.

Noncontrolling Interest 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 Corp.

In April 2020, in connection with its Series A Preferred Stock financing, Amber issued 3,000,000 shares of its Series A Preferred Stock to the Company for gross proceeds of $3.0 million. At any time following the initial closing, upon election of Amber’s board of directors, Amber may sell up to an aggregate of 9,000,000 shares of Amber’s Series A Preferred Stock at one or more subsequent closings at $1.00 per share.

In April 2020, pursuant to the license agreement (MIT License Agreement) between Amber and the Massachusetts Institute of Technology (MIT), Amber issued 400,132 shares of its common stock, in exchange for no additional consideration as set forth in the MIT License Agreement.

In June 2021, upon election by Amber’s board of directors, Amber issued an additional 3,000,000 shares of its Series A Preferred Stock to the Company for gross proceeds of $3.0 million. In connection with the financing, Amber issued 153,229 shares of its common stock to MIT in exchange for no additional consideration, as set forth in the MIT License Agreement.

The Company did not allocate any losses to the noncontrolling interests for each of the three months ended March 31, 2022 and 2021.

Cullinan Florentine Corp.

In August 2020, Florentine entered into a Series A Preferred Stock purchase agreement with the Company. The initial closing took place in August 2020 and Florentine sold 6,000,000 shares of its Series A Preferred Stock to the Company for gross proceeds of $6.0 million. At any time following the initial closing, upon the election of the Florentine’s board of directors, Florentine may sell up to an additional 6,000,000 shares of Series A Preferred Stock at one or more subsequent closings at $1.00 per share. Pursuant to the license agreement (Tübingen License Agreement) Florentine entered into with Deutsches Krebsforschungszentrum (DKFZ), Eberhard Karls University of Tübingen (University of Tübingen), and Universitätsmedizin Gesellschaft für Forschung und Entwicklung mbH, Tübingen (UFE), Florentine issued 725,118 shares of its common stock, in exchange for no additional consideration as set forth in the Tübingen License Agreement.

In December 2020, Florentine issued 6,000,000 additional shares of its Series A Preferred Stock to the Company for proceeds of $6.0 million under the Florentine Series A Preferred Stock purchase agreement. Florentine issued an additional 381,810 shares of its common stock to DKFZ and UFE as anti-dilution shares, in exchange for no additional consideration as set forth in the Tübingen License Agreement.

In July 2021, Florentine issued 7,500,000 shares of Series B Preferred Stock to the Company for gross proceeds of $8.1 million under the Florentine Series B Preferred Stock purchase agreement. No additional shares of its stock were issued to DKFZ or UFE.

The Company did not allocate any losses to the noncontrolling interests for each of the three months ended March 31, 2022 and 2021.

Cullinan MICA Corp.

In May 2020, MICA issued 6,088,282 million shares of Series A Senior Preferred Stock, including 5,385,787 shares to the Company, at $1.31 per share.

Using a market-based approach and an option-pricing allocation method, MICA determined the fair market value of MICA’s equity at acquisition was $12.8 million, of which $7.1 million was allocated to the Company’s Series A Senior Preferred Stock position, and $5.7 million was initially allocated to noncontrolling interests, including the Junior Preferred and Common Stockholders.

In December 2020, the MICA board authorized the issuance of 3,367,804 shares of MICA common stock to the Company, at a purchase price of $0.23 per share for aggregate proceeds to MICA of $0.8 million.

In June 2021, the MICA board authorized the First Additional Closing of the Series A Senior Preferred Stock financing 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. Following the First Additional Closing, the Company’s ownership increased to 45% of MICA’s fully-diluted shares outstanding.

In March 2022, Cullinan MICA’s board of directors authorized the Second Additional Closing of the Series A Senior Preferred Stock financing where investors of Series A Senior Preferred Stock purchased another $10.0 million of Series A Senior Preferred Stock of Cullinan MICA. The Company purchased 6,732,232 shares while other existing investors purchased 878,118 shares for $8.8 million and $1.2 million, respectively. As a result of these transactions, the Company's ownership percentage in Cullinan MICA increased to 54%, which remains as of March 31, 2022.

Under the HLBV method, $0.5 million and $0.2 million of losses were attributed to noncontrolling interests for the three months ended March 31, 2022 and 2021, respectively.

Cullinan Pearl Corp.

In February 2019, Pearl entered into a Series A Preferred Stock Purchase Agreement with Taiho Ventures, LLC, an affiliate of Taiho, (Taiho Ventures) to sell up to 23,000,000 shares of Pearl’s Series A Preferred Stock for $1.00 per share. Pearl completed the initial closing of its Series A Preferred Stock where Pearl issued 14,000,000 shares of Series A Preferred Stock for $14.0 million to the Company and Taiho Ventures. In connection with the licensing agreement we entered into with Taiho in February 2019 (the Taiho License Agreement), Pearl issued 1,860,000 shares of its common stock to Taiho Ventures as anti-dilution shares, in exchange for no cash consideration.

In August 2020, Pearl issued 9,000,000 additional shares of its Series A Preferred Stock for $9.0 million to the Company and Taiho Ventures. In connection with the Taiho License Agreement, Pearl then issued 1,206,000 to Taiho Ventures additional shares of its common stock as anti-dilution shares, in exchange for no additional consideration.

In November 2020, pursuant to a subscription agreement between the Company and Pearl, the Company purchased 2,730,227 shares of Pearl’s common stock at $0.44 per share, for an aggregate purchase price of $1.2 million.

In March 2022, Pearl entered into a Note Purchase Agreement, or the Note, with the Company and Taiho Ventures pursuant to which Pearl agreed to issue up to $6.0 million in convertible promissory notes that is convertible into the next series of preferred stock. In March 2022, the first closing of the Note took place in which Pearl issued $3.2 million and $0.8 million to the Company and Taiho Ventures, respectively.

Under the HLBV method, $0.3 million of losses and $1.7 million of income were attributed to noncontrolling interests for the three months ended March 31, 2022 and 2021, respectively.