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Reorganization and Reverse Stock Split
3 Months Ended
Mar. 31, 2021
Reorganization And Reverse Stock Split [Abstract]  
Reorganization and Reverse Stock Split

(3) Reorganization and Reverse Stock Split

Immediately prior to the completion of the IPO in January 2021, the LLC completed the Reorganization. Prior to the Reorganization, Management was a wholly-owned subsidiary of the LLC. The LLC was also the direct parent company of the Company’s development subsidiaries. Pursuant to the Reorganization, Management acquired all the assets of the LLC, including all of the stock the LLC owns of Apollo, Florentine, Amber, Pearl and MICA (collectively the Asset Subsidiaries), and assumed all of the LLC’s liabilities and obligations.

Following the Reorganization, all of Management’s outstanding preferred stock automatically converted on a 1-for-1 basis into common stock of Management. The Company then effected a one-for-7.0390 reverse split of its common stock (the Reverse Stock Split). Immediately prior to completion of the Company’s IPO, the existing units of the LLC were cancelled and the number of shares of common stock exchanged and issued to the LLC’s unitholders in the Reorganization is shown in the below table by unit class, on a split adjusted basis:

Cullinan Oncology, LLC Unit Type

 

Number of Management's Shares Issued

 

 

Adjusted for the

Reverse Stock Split

 

Series C Preferred Units

 

 

66,599,045

 

 

 

9,461,414

 

Series B Preferred Units

 

 

63,141,016

 

 

 

8,970,154

 

Series A1 Preferred Units

 

 

50,000,000

 

 

 

7,103,280

 

Series Seed Preferred Units

 

 

16,000,000

 

 

 

2,273,050

 

Non-Voting Incentive Units

 

 

11,896,500

 

 

 

1,689,949

 

Common Units

 

 

34,747,722

 

 

 

4,936,415

 

Total shares issued

 

 

242,384,283

 

 

 

34,434,262

 

 

The amount presented for Non-Voting Incentive Units included unvested outstanding Non-Voting Incentive Units that were exchanged for restricted stock of Management. The amount presented for Common Units included the unvested outstanding Restricted Common Units, exchanged for Management’s restricted stock, and issued and unvested Common Unit Options, that were exchanged for Management’s stock options. The unvested awards are subject to the same time-based vesting conditions as the original awards.

The Reorganization was accounted for as a reverse acquisition, where the LLC was determined to be the accounting acquirer and Management to be the legal acquiree, and recapitalization for financial reporting purposes. Accordingly, the historical financial statements of the LLC became the Company’s historical financial statements, including the comparative prior periods. All share and per share amounts in these unaudited consolidated financial statements and related notes have been retroactively adjusted, where applicable, for all periods presented. The shares of the Company’s common stock for periods prior to the Reorganization represent the outstanding units of the LLC recalculated to give effect to the Reorganization and Reverse Stock Split.

All LLC units that were previously reported as Redeemable Preferred Units, or temporary equity, were converted to common stock of the Company upon the execution of the Reorganization and have been reclassified to stockholders’ equity for all periods presented, as if the Reorganization occurred at the beginning of the earliest period presented in the Company’s financial statements for the year ending December 31, 2020, as follows:

 

 

 

As of December 31, 2019

 

 

 

As Reported

 

 

Adjustment

 

 

As Adjusted

 

 

 

(in thousands)

 

Redeemable Preferred Units

 

 

 

 

 

 

 

 

 

 

 

 

Series Seed Redeemable Preferred Units

 

$

3,956

 

 

$

(3,956

)

 

$

 

Series A1 Redeemable Preferred Units

 

 

49,946

 

 

 

(49,946

)

 

 

 

Series B Redeemable Preferred Units

 

 

83,872

 

 

 

(83,872

)

 

 

 

Series C Redeemable Preferred Units

 

 

 

 

 

 

 

 

 

Total Redeemable Preferred Units

 

 

137,774

 

 

 

(137,774

)

 

 

 

Stockholders' Equity (Members' Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

Non-Voting Incentive Units

 

1

 

 

 

(1

)

 

 

 

Common Stock

 

 

 

 

 

2

 

 

 

2

 

Additional paid-in capital

 

770

 

 

 

137,773

 

 

 

138,543

 

Accumulated other comprehensive loss

 

 

(4

)

 

 

 

 

 

(4

)

Accumulated deficit

 

 

(41,540

)

 

 

 

 

 

(41,540

)

Total Cullinan Stockholders' Equity (Members' Deficit)

 

 

(40,773

)

 

 

137,774

 

 

 

97,001

 

Non-controlling interests in subsidiaries

 

864

 

 

 

 

 

 

864

 

Total Stockholders' Equity (Members' Deficit)

 

$

(39,909

)

 

$

137,774

 

 

$

97,865

 

 

 

 

As of December 31, 2020

 

 

 

As Reported

 

 

Adjustment

 

 

As Adjusted

 

 

 

(in thousands)

 

Redeemable Preferred Units

 

 

 

 

 

 

 

 

 

 

 

 

Series Seed Redeemable Preferred Units

 

$

3,956

 

 

$

(3,956

)

 

$

 

Series A1 Redeemable Preferred Units

 

 

49,946

 

 

 

(49,946

)

 

 

 

Series B Redeemable Preferred Units

 

 

97,909

 

 

 

(97,909

)

 

 

 

Series C Redeemable Preferred Units

 

 

124,841

 

 

 

(124,841

)

 

 

 

Total Redeemable Preferred Units

 

 

276,652

 

 

 

(276,652

)

 

 

 

Stockholders' Equity (Members' Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

Non-Voting Incentive Units

 

1

 

 

 

(1

)

 

 

 

Common Stock

 

 

 

 

 

3

 

 

 

3

 

Additional paid-in capital

 

 

15,698

 

 

 

276,650

 

 

 

292,348

 

Accumulated other comprehensive loss

 

 

(2

)

 

 

 

 

 

(2

)

Accumulated deficit

 

 

(93,339

)

 

 

 

 

 

(93,339

)

Total Cullinan Stockholders' Equity (Members' Deficit)

 

 

(77,642

)

 

 

276,652

 

 

 

199,010

 

Non-controlling interests in subsidiaries

 

 

1,304

 

 

 

 

 

 

1,304

 

Total Stockholders' Equity (Members' Deficit)

 

$

(76,338

)

 

$

276,652

 

 

$

200,314