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Common Stock and Noncontrolling Interest in Subsidiaries
9 Months Ended
Sep. 30, 2022
Common Stock And Noncontrolling Interest In Subsidiaries [Abstract]  
Common Stock and Noncontrolling Interest in Subsidiaries
(7)
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 September 30, 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, Cullinan Amber issued 3.0 million shares of its Series A Preferred Stock to the Company for gross proceeds of $3.0 million and 0.2 million shares of its common stock to MIT in exchange for no additional consideration, pursuant to the MIT License Agreement.

In June 2022, Cullinan Amber issued 6.0 million shares of its Series A Preferred Stock to the Company for gross proceeds of $6.0 million and 0.3 million shares of its common stock to MIT in exchange for no additional consideration, pursuant to the MIT License Agreement.

As of September 30, 2022, the Company held common shares and Series A Preferred Stock that represented 93.5% of Cullinan Amber's outstanding equity. As of September 30, 2022, noncontrolling interests collectively held common shares that represented 6.5% of Cullinan Amber's outstanding equity.

The Company did not allocate any losses to the noncontrolling interests of Cullinan Amber for the three months ended September 30, 2022. Under the hypothetical liquidation book value ("HLBV") method, $0.1 million of losses were attributed to the noncontrolling interests of Cullinan Amber for the nine months ended September 30, 2022. The Company did not allocate any losses to the noncontrolling interests of Cullinan Amber for the three months ended September 30, 2021. For the nine months ended September 30, 2021, less than $0.1 million of losses were attributed to the noncontrolling interests of Cullinan Amber.

Cullinan Florentine

In July 2021, Cullinan Florentine Corp. ("Cullinan Florentine") issued 7.5 million shares of Series B Preferred Stock to the Company for gross proceeds of $8.1 million.

In July 2022, Cullinan Florentine issued 3.75 million shares of Series B Preferred Stock to the Company for gross proceeds of $4.1 million.

As of September 30, 2022, the Company held common shares, Series A Preferred Stock and Series B preferred stock that represented 95.6% of Cullinan Florentine's outstanding equity. As of September 30, 2022, noncontrolling interests collectively held common shares that represented 4.4% of Cullinan Florentine's outstanding equity.

The Company did not allocate any losses to the noncontrolling interests of Cullinan Florentine for each of the three and nine months ended September 30, 2022 and 2021.

Cullinan MICA

In June 2021, the Company purchased 5.4 million shares of Cullinan MICA Corp.’s ("Cullinan MICA") Series A Senior Preferred Stock for $7.1 million, and certain other existing investors purchased 0.7 million shares of Cullinan MICA’s Series A Senior Preferred Stock for $0.9 million.

In March 2022, the Company purchased 6.7 million shares of Cullinan MICA’s Series A Senior Preferred Stock for $8.8 million, and certain other existing investors purchased 0.9 million shares of Cullinan MICA’s Series A Senior Preferred Stock for $1.2 million.

As of September 30, 2022, the Company held common shares and Series A Senior Preferred Stock that represented 53.5% of Cullinan MICA's outstanding equity. As of September 30, 2022, noncontrolling interests held common shares, Series A Junior Preferred Stock and Series A Senior Preferred Stock that represented 46.5% of Cullinan MICA's outstanding equity.

Under the HLBV method, $0.1 million and $1.2 million of losses were attributed to the noncontrolling interests of Cullinan MICA for the three and nine months ended September 30, 2022, respectively. Under the HLBV method, $0.3 million and $0.8 million of losses were attributed to the noncontrolling interests of Cullinan MICA for the three and nine months ended September 30, 2021, respectively.

Cullinan Pearl Corp.

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. The Company allocated $0.3 million of losses to noncontrolling interests for the nine months ended September 30, 2022. Under the HLBV method, $0.6 million of losses and $0.7 million of income were attributed to the noncontrolling interests of Cullinan Pearl for the three and nine months ended September 30, 2021, respectively.