Net Loss per Share Attributable to Cullinan

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Net Loss per Share Attributable to Cullinan

(13)Net Loss per Share Attributable to Cullinan

During 2024, management identified an immaterial error related to the calculation and presentation of net loss per share attributable to Cullinan in prior periods. The Company had previously incorrectly concluded that the preferred stock had preferences over the Company's common stock and were therefore excluded from the calculation of basic and dilutive net loss per share attributable to Cullinan pursuant to the two-class method. The net loss per share attributable to common stockholders of Cullinan for 2023 was previously presented as $3.69 and as corrected is $3.21. Net loss per share attributable to preferred stockholders of Cullinan for 2023 was not previously presented and as corrected is $32.12. All related amounts have been updated to reflect the effects of the change due to this immaterial error throughout the consolidated financial statements and the notes thereto.

The Company computes net loss per share attributable to Cullinan for its common stock and preferred stock using the two-class method required for multiple classes of common stock. The two-class method is an earnings (loss) allocation method under which earnings (loss) per share is calculated for each class of common stock.

The following table sets forth the calculation of basic and diluted net loss per share attributable to Cullinan for 2024 and 2023 (in thousands, except per share data):

	2024						2023
	Common Stock			Preferred Stock			Common Stock			Preferred Stock
Numerator:
Net loss attributable to Cullinan - basic and diluted	$	(149,393	)	$	(17,990	)	$	(133,448	)	$	(19,714	)
Denominator:
Weighted-average shares outstanding - basic and diluted		53,771			648			41,550			614
Net loss per share attributable to Cullinan:
Basic and diluted	$	(2.78	)	$	(27.78	)	$	(3.21	)	$	(32.12	)

Cullinan used the treasury stock method for equity awards and the if converted method for preferred stock to determine the number of dilutive shares outstanding in each period. The following table sets forth potential common shares that were excluded from the computation of diluted net loss per share attributable to common stockholders of Cullinan for 2024 and 2023 because their effect would have been anti-dilutive (in thousands):

	2024		2023
Stock options		8,989		9,418
Preferred stock		6,475		6,138
Restricted stock awards and RSUs		292		147
ESPP		6		9
Total		15,762		15,712

Quarterly Financial Information (Unaudited)

The immaterial error related to calculation and presentation of loss per share also impacted previously reported quarterly financial information. Net loss per share attributable to common stockholders of Cullinan for the three months ended March 31, 2024 as previously presented was $0.86 and as corrected is $0.75. Net loss per share attributable to common stockholders of Cullinan for the three and six months ended June 30, 2024 as previously presented was $0.75 and $1.61, respectively, and as corrected is $0.68 and $1.43, respectively. Net loss per share attributable to common stockholders of Cullinan for the three and nine months ended September 30, 2024 as previously presented was $0.69 and $2.30, respectively, and as corrected is $0.63 and $2.04, respectively. Net loss per share attributable to preferred stockholders of Cullinan was not previously presented. The corrected unaudited interim financial information for the three months ended March 31, 2024, the three and six months ended June 30, 2024, and the three and nine months ended September 30, 2024 are included in the tables that follow (in thousands, except per share data).

	Three Months Ended March 31, 2024
	Common Stock			Preferred Stock
Numerator:
Net loss attributable to Cullinan - basic and diluted	$	(32,287	)	$	(4,861	)
Denominator:
Weighted-average shares outstanding - basic and diluted		43,011			648
Net loss per share attributable to Cullinan:
Basic and diluted	$	(0.75	)	$	(7.51	)

	Three Months Ended June 30, 2024						Six Months Ended June 30, 2024
	Common Stock			Preferred Stock			Common Stock			Preferred Stock
Numerator:
Net loss attributable to Cullinan - basic and diluted	$	(37,605	)	$	(4,423	)	$	(69,940	)	$	(9,236	)
Denominator:
Weighted-average shares outstanding - basic and diluted		55,052			648			49,031			648
Net loss per share attributable to Cullinan:
Basic and diluted	$	(0.68	)	$	(6.83	)	$	(1.43	)	$	(14.26	)

	Three Months Ended September 30, 2024						Nine Months Ended September 30, 2024
	Common Stock			Preferred Stock			Common Stock			Preferred Stock
Numerator:
Net loss attributable to Cullinan - basic and diluted	$	(36,508	)	$	(4,052	)	$	(106,513	)	$	(13,223	)
Denominator:
Weighted-average shares outstanding - basic and diluted		58,337			648			52,157			648
Net loss per share attributable to Cullinan:
Basic and diluted	$	(0.63	)	$	(6.26	)	$	(2.04	)	$	(20.42	)