Item 1.01. Entry into a Material Definitive Agreement.
Share Purchase Agreement
On
The parties to the Purchase Agreement have each made customary representations,
warranties and covenants. The parties have also agreed to cooperate with each
other and use reasonable best efforts to make all filings and obtain all
consents, approvals and authorizations of all governmental entities to the
extent required by law in connection with the execution, delivery and
performance of the Purchase Agreement and the consummation of the transactions
contemplated thereby, subject to specified limitations. The Purchase Agreement
also contains indemnification obligations of the Company, on the one hand, and
Taiho, on the other hand, subject to certain limitations. Consummation of the
Acquisition is subject to certain conditions, including the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and execution and delivery of the Co-Development Agreement (as
defined below), as well as other customary closing conditions and deliverables.
The Purchase Agreement may be terminated by either party under certain
circumstances, including if the Acquisition is not consummated by
Co-Development Agreement
In connection with the consummation of the Acquisition, the Company will enter
into a Co-Development Agreement (the "Co-Development Agreement") with
Either party can terminate the Co-Development Agreement in the event of material breach of the other party and the Company can terminate the Co-Development Agreement for convenience upon six months' prior notice after completion of certain development activities, provided that the Company would continue to share development costs related to any clinical study that had been initiated prior to termination.
The foregoing descriptions of the Purchase Agreement and the Co-Development
Agreement are only summaries of the material terms thereof, and do not purport
to be complete. The descriptions are qualified in their entirety by reference to
the Purchase Agreement and the Co-Development Agreement, which will be filed as
exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended
Item 2.02. Results of Operations and Financial Condition.
As of
The information contained in Item 2.02 is unaudited and preliminary and does not
present all information necessary for an understanding of the Company's
financial condition as of
Item 7.01. Regulation FD Disclosure.
On
In addition, the Company has made available on its website the Company's investor presentation regarding the Acquisition and the Company's partnership with Taiho to jointly develop and commercialize the Lead Program. The presentation has been added to the "Events" section of the Company's website at https://investors.cullinanoncology.com. A copy of the presentation is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K.
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The information furnished in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act of 1934, or otherwise subject to liabilities under that section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including
express or implied statements regarding the Company's beliefs and expectations
regarding the consummation of the Acquisition; the milestone payments the
Company may receive from Taiho; the anticipated development and
commercialization of the Lead Program; and the Company's cash runway. Any
forward-looking statements in this Current Report on Form 8-K are based on
management's current expectations and beliefs of future events and are subject
to known and unknown risks and uncertainties that may cause the Company's actual
results, performance or achievements to be materially different from any
expressed or implied by the forward-looking statements. These risks include, but
are not limited to, the risks and uncertainties discussed in the Company's
filings with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedMay 12, 2022 . 99.2 Investor Presentation 104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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