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    SEC Form S-8 filed by Cullinan Therapeutics Inc.

    3/10/26 7:34:20 AM ET
    $CGEM
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $CGEM alert in real time by email
    S-8 1 cgem-20260310.htm S-8 S-8

     

    As filed with the Securities and Exchange Commission on March 10, 2026

    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 THERAPEUTICS, 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 Therapeutics, Inc. 2021 Stock Option and Incentive Plan
    Cullinan Therapeutics, Inc. 2021 Employee Stock Purchase Plan

    (Full Title of the Plan)

    Nadim Ahmed

    President and Chief Executive Officer

    Cullinan Therapeutics, 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.

     

    Large accelerated filer

    ☐

     

    Accelerated filer

     

    ☐

     

     

     

     

     

    Non-accelerated filer

    ☒

    Smaller reporting company

    ☒

     

     

     

     

     

     

     

     

     

     

     

    Emerging growth company

     

    ☐

    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 13(a) of the Exchange Act. ☐

     

     


     

    Statement of Incorporation by Reference

    This Registration Statement on Form S-8, relating to the 2021 Stock Option and Incentive Plan (thre “2021 Stock Plan”) of Cullinan Therapeutics, Inc. (formerly Cullinan Oncology, 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, (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, (iii) the Registration Statement on Form S-8, File No. 333-270387, filed with the SEC on March 9, 2023 by the Registrant relating to the 2021 Stock Plan and the ESPP, (iv) the Registration Statement on Form S-8, File No. 333-277914, filed with the SEC on March 14, 2024 by the Registrant relating to the 2021 Stock Plan and the ESPP, (v) the Registration Statement on Form S-8, File No. 333-285302, filed with the SEC on February 27, 2025 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:

    Exhibit

    Number

    Description

    4.1

     

    Second Amended and Restated Certificate of Incorporation of the Registrant, as amended by the Certificate of Amendment, effective as of April 15, 2024 (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2024).

     

     

     

    4.2

     

    Third Amended and Restated Bylaws of the Registrant, effective as of April 15, 2024 (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 16, 2024).

     

     

     

    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 form of award agreements thereunder (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 (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 of the Registrant’s Registration Statement on Form S-1 (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 10th day of March, 2026.

    Cullinan Therapeutics, Inc.

    Date: March 10, 2026

    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 Therapeutics, Inc., hereby severally constitute and appoint Nadim Ahmed and Mary Kay Fenton, 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 Therapeutics, 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.

    Name

    Title

    Date

     

     

     

     

     

    /s/ Nadim Ahmed

    President, Chief Executive Officer and Director

    March 10, 2026

    Nadim Ahmed

    (Principal Executive Officer)

     

     

     

     

     

     

    /s/ Mary Kay Fenton

    Chief Financial Officer

    March 10, 2026

    Mary Kay Fenton

    (Principal Financial and Accounting Officer)

     

     

     

     

     

    /s/ Andrew Allen, M.D., Ph.D.

    March 10, 2026

    Andrew Allen, M.D., Ph.D.

    Director

     

     

     

     

     

    /s/ Mittie Doyle, M.D., FACR

     

     

     

    March 10, 2026

    Mittie Doyle, M.D., FACR

     

    Director

     

     

     

     

     

     

     

    /s/ David Meek

    March 10, 2026

    David Meek

    Director

    /s/ Anthony Rosenberg

     

     

    March 10, 2026

    Anthony Rosenberg

     

    Director

     

     

     

     

     

     

     

    /s/ Mary Thistle

     

     

     

    March 10, 2026

    Mary Thistle

     

    Director

     

     

     

     

     

     

     

    /s/ Stephen Webster

    March 10, 2026

    Stephen Webster

    Director

     

     


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