Cullinan Therapeutics Inc

Termination of Material Agreement

On August 5, 2024, following a review of the data from the Phase 1 clinical trial of CLN-418, the Company notified Harbour BioMed US Inc. (“Harbour”) of its decision to terminate the License and Collaboration Agreement (the “License Agreement”) effective on November 3, 2024. Pursuant to the License Agreement, Harbour had granted the Company an exclusive license for the development, manufacturing and commercialization of CLN-418 in the United States. In connection with the termination of the License Agreement, Cullinan will discontinue development of CLN-418 and return development and commercial rights for CLN-418 to Harbour and focus the Company's resources on its other product candidates.

Appointment of Director

On August 2, 2024, the Board of Directors (the “Board”) of the Company appointed Mary Thistle as a Class II director, effective August 8, 2024. Ms. Thistle has also been appointed to the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”).

Ms. Thistle, age 64, previously served as Special Advisor to the Bill & Melinda Gates Medical Research Institute (the “Medical Research Institute”), a non-profit biotech organization, from the fall of 2020 to June 2022, and previously served as the organization’s Chief of Staff from January 2018 to the fall of 2020. Prior to the Medical Research Institute, she held senior leadership positions at Dimension Therapeutics, Inc. (“Dimension Therapeutics”), a gene therapy company, including Chief Operating Officer from 2016 to 2017 and Chief Business Officer from 2015 to 2016. Prior to joining Dimension Therapeutics, Ms. Thistle held various leadership positions at Cubist Pharmaceuticals, Inc. (“Cubist Pharmaceuticals”), a biopharmaceutical company, including Senior Vice President, Business Development from 2014 to 2015, Vice President, Business Development from 2012 to 2013 and Senior Director, Business Development from 2009 to 2012. Prior to Cubist Pharmaceuticals, she held various positions at ViaCell, Inc. and PerkinElmer Inc. Ms. Thistle has served on the board of directors of Q32 Bio Inc. (formerly known as Homology Medicines, Inc.) since March 2018, Entrada Therapeutics, Inc. since May 2021 and Vigil Neuroscience, Inc. since April 2022, as well as on the boards of multiple private companies. Ms. Thistle also previously served on the board of directors of Alaunos Therapeutics, Inc. (formerly known as Ziopharm Oncology, Inc.) from November 2020 to December 2023. Ms. Thistle holds a B.S. in Business and Accounting from the University of Massachusetts, Boston and is a former Certified Public Accountant. We believe Ms. Thistle is qualified to serve as a member of our board of directors due to her finance and business development background and industry experience.

Pursuant to the Company’s non-employee director compensation policy (the “Non-Employee Director Compensation Policy”), upon her appointment as a director, Ms. Thistle was granted an option on August 8, 2024, with a grant date fair value of $275,000. These options will vest as to one-third of the shares underlying such award on each of the first, second and third anniversaries of the date of grant of the award, subject to Ms. Thistle’s continued service as a director through the applicable vesting date. All options issued to non-employee directors under the Non-Employee Director Compensation Policy will become exercisable in full upon a change in control of the Company. Additionally, Ms. Thistle will receive the cash retainers provided under the Non-Employee Director Compensation Policy for her service on the Board and the Nominating Committee.

Also, in connection with Ms. Thistle’s election to the Board, Ms. Thistle will enter into the Company’s standard form of indemnification agreement for directors, a copy of which was filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-251512) filed with the SEC on December 18, 2020. Pursuant to the terms of this agreement, the Company may be required, among other things, to indemnify Ms. Thistle for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service as a director.

There are no arrangements or understandings between Ms. Thistle and any other person pursuant to which she was appointed as a director of the Company. Ms. Thistle was not involved in any transactions with the Company in an amount exceeding $120,000 since the beginning of the Company’s last fiscal year and there are no such currently proposed transactions.