Item 5.03. Amendments to Articles of Incorporation or Bylaws
As previously disclosed in the Registration Statement on Form S-1, as amended
(File No. 333-251512) (the "Registration Statement") of Cullinan Management,
Inc. (the "Company"), prior to the completion of the initial public offering of
the Company's common stock (the "IPO"), the Company completed a series of
transactions, collectively referred to as the "Reorganization." In connection
with the Reorganization, on January 7, 2021, the Company filed a certificate of
amendment to the Company's certificate of incorporation (the "Charter
Amendment") with the Secretary of State of the State of Delaware to increase the
total number of authorized shares of common stock to 19,750,330 shares of common
stock. Subsequent to the filing of the Charter Amendment, the Company filed a
certificate of merger ("Certificate of Merger") with the Secretary of State of
the State of Delaware which merged Cullinan Oncology, LLC with and into the
Company, with the Company as the surviving company (the "Merger"). Upon the
effectiveness of the Certificate of Merger, the certificate of incorporation of
the Company was amended and restated in its entirety in the form of an amended
and restated certificate of incorporation (the "Amended Certificate"). The
Amended Certificate amended and restated the Company's certificate of
incorporation in its entirety to, among other things: (i) authorize 223,000,000
shares of common stock and 195,740,065 shares of preferred stock and
(ii) designate the powers, privileges, and rights of each class of capital stock
of the Company. Upon the effectiveness of the Amended Certificate, the Company
filed a certificate of amendment to the Amended Certificate (the "Split
Amendment") with the Secretary of State of the State of Delaware to effect a
reverse stock split whereby every 7.0390 shares of common stock then issued and
outstanding was automatically combined into one share of common stock on a
certificate-by-certificate basis. The Company's board of directors (the "Board")
and the Company's stockholders previously approved the Charter Amendment,
Certificate of Merger, Amended Certificate and Split Amendment to be filed in
connection with the Merger.
The foregoing description of the Charter Amendment, Certificate of Merger,
Amended Certificate and Split Amendment is qualified by reference to the Amended
and Restated Certificate of Incorporation, as amended, a copy of which is
attached hereto as Exhibit 3.1 and is incorporated herein by reference.
In addition, as previously disclosed in the Registration Statement, on
January 12, 2021, and in connection with the completion of the IPO, the Company
filed a second amended and restated certificate of incorporation (the "Restated
Certificate") with the Secretary of State of the State of Delaware. The
Company's Board and stockholders previously approved the Restated Certificate to
be filed in connection with, and to be effective immediately prior to completion
of the IPO. The Restated Certificate amends and restates the Company's existing
amended and restated certificate of incorporation in its entirety to, among
other things: (i) authorize 150,000,000 shares of common stock and
(ii) authorize 10,000,000 shares of undesignated preferred stock that may be
issued from time to time by the Board in one or more series.
The foregoing description of the Restated Certificate is qualified by reference
to the Restated Certificate, a copy of which is attached hereto as Exhibit 3.2
and is incorporated herein by reference.
In addition, as previously disclosed in the Registration Statement, on
January 7, 2021 and in connection with the consummation of the IPO, the amended
and restated bylaws of the Company (the "Amended and Restated Bylaws"),
previously approved by the Board and the Company's stockholders to become
effective immediately upon effectiveness of the Registration Statement, became
effective. The Amended and Restated Bylaws amend and restate the Company's
bylaws in their entirety to, among other things: (i) eliminate the ability of
the Company's stockholders to take action by written consent in lieu of a
meeting and call special meetings of stockholders; (ii) establish procedures
relating to the presentation of stockholder proposals at stockholder meetings;
(iii) establish procedures relating to the nomination of directors; and
(iv) conform to the amended provisions of the Restated Certificate.
The foregoing description of the Amended and Restated Bylaws is qualified by
reference to the Amended and Restated Bylaws, a copy of which is attached hereto
as Exhibit 3.3 and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Amended and Restated Certificate of Incorporation, as amended
3.2 Second Amended and Restated Certificate of Incorporation of Cullinan
Management, Inc., as currently in effect
3.3 Amended and Restated Bylaws of Cullinan Management, Inc., as currently in
effect
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