S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on March 9, 2023

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CULLINAN ONCOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		81-3879991
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

One Main Street Suite 1350 Cambridge, MA		02142
(Address of Principal Executive Offices)		(Zip Code)

Cullinan Oncology, Inc. (formerly Cullinan Management, Inc.) 2021 Stock Option and Incentive Plan

Cullinan Oncology, Inc. (formerly Cullinan Management, Inc.) 2021 Employee Stock Purchase Plan

(Full Title of the Plan)

Nadim Ahmed

President and Chief Executive Officer

Cullinan Oncology, Inc.

One Main Street

Suite 1350

Cambridge, MA 02142

(Name and Address of Agent For Service)

(617) 410-4650

(Telephone Number, Including Area Code, of Agent For Service)

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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Statement of Incorporation by Reference

This Registration Statement on Form S-8, relating to the 2021 Stock Option and Incentive Plan (the “2021 Stock Plan”) of Cullinan Oncology, Inc. (formerly Cullinan Management, Inc.) (the “Registrant”) and the 2021 Employee Stock Purchase Plan of the Registrant (the “ESPP”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-251943, filed with the Securities and Exchange Commission (the “SEC”) on January 7, 2021 by the Registrant, relating to the 2021 Stock Plan and the ESPP and (ii) the Registration Statement on Form S-8, File No. 333-263428, filed with the SEC on March 10, 2022 by the Registrant, relating to the 2021 Stock Plan and the ESPP, except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated herein by reference.

Item 8.

Exhibits.

The following exhibits are incorporated herein by reference:


Number		Description

4.1		Second Amended and Restated Certificate of Incorporation of the Registrant, as amended by the Certificate of Amendment, effective as of February 25, 2021 (incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K (File No. 001-39856) filed with the SEC on March 30, 2021).

4.2		Second Amended and Restated Bylaws of the Registrant, effective as of February 25, 2021 (incorporated by reference to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K (File No. 001-39856) filed with the SEC on March 30, 2021).

5.1*		Opinion of Ropes & Gray LLP, counsel to the Registrant.

23.1*		Consent of Ropes & Gray LLP (included in Exhibit 5.1).

23.2*		Consent of KPMG LLP, Independent Registered Public Accounting Firm.

24.1*		Power of Attorney (included on the signature pages of this registration statement).

99.1		2021 Stock Option and Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-251512) filed with the SEC on January 4, 2021).

99.2		2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-251512) filed with the SEC on January 4, 2021).

107*		Filing Fee Table.

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 9th day of March, 2023.


CULLINAN ONCOLOGY, INC.

By:		/s/ Nadim Ahmed
Name: Nadim Ahmed
Title: President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Cullinan Oncology, Inc., hereby severally constitute and appoint Nadim Ahmed and Jeffrey Trigilio, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Cullinan Oncology, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Nadim Ahmed Nadim Ahmed	President, Chief Executive Officer and Director (Principal Executive Officer)	March 9, 2023

/s/ Jeffrey Trigilio Jeffrey Trigilio	Chief Financial Officer (Principal Financial and Accounting Officer)	March 9, 2023

/s/ Thomas Ebeling Thomas Ebeling	Director	March 9, 2023

/s/ Anne-Marie Martin Anne-Marie Martin	Director	March 9, 2023

/s/ Anthony Rosenberg Anthony Rosenberg	Director	March 9, 2023

/s/ David P. Ryan David P. Ryan, M.D.	Director	March 9, 2023

/s/ Stephen Webster Stephen Webster	Director	March 9, 2023