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Lynx1/Weston Nichols Disclose 7.09M CGEM Shares Indirectly

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Cullinan Therapeutics, Inc. (CGEM) Form 3 shows that Lynx1 Capital Management LP and individual Weston Nichols reported an initial beneficial ownership event dated 10/08/2025. The filing discloses an indirect holding of 7,089,443 shares of common stock held by Lynx1 Master Fund LP, for which the reporting manager serves as investment manager. Both filers are identified as a director and a 10% owner, and they include a disclaimer of beneficial ownership except to the extent of any pecuniary interest. No derivative securities are reported.

Positive

  • Material stake disclosed: 7,089,443 shares reported, providing transparency to investors
  • Clear role disclosure: Reporting persons identified as director and 10% owner, aiding governance visibility
  • No derivatives reported: Only non-derivative common stock holdings were disclosed

Negative

  • Indirect ownership: Holdings are held by Lynx1 Master Fund LP, which may limit clarity on direct voting control

Insights

Substantial indirect stake disclosed; reporting clarifies managerial relationships.

The filing records an indirect position of 7,089,443 common shares reported on 10/08/2025. The mechanics: the shares are held directly by Lynx1 Master Fund LP while Lynx1 Capital Management LP acts as the investment manager and Weston Nichols is the sole member of the GP, explaining layered ownership and reporting responsibility.

This structure means voting or dispositive power may rest with the fund rather than the manager; the filing includes a standard disclaimer limiting direct beneficial ownership claims. Monitor any later Section 16 filings for transactions or changes to confirm active control or changes in the position over the next reporting cycle.

Insider Lynx1 Capital Management LP, Nichols Weston
Role 10% Owner | 10% Owner
Type Security Shares Price Value
holding Common stock, $0.0001 par value per share -- -- --
Holdings After Transaction: Common stock, $0.0001 par value per share — 7,089,443 shares (Indirect, See footnote)
Footnotes (1)
  1. [object Object]
Understanding Insider Trading Forms →
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Lynx1 Capital Management LP
(Last) (First) (Middle)
D81 CALLE C
STE 301, PMB 1202
(Street)
DORADO PR 00646-2051
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2025 		3. Issuer Name and Ticker or Trading Symbol
Cullinan Therapeutics, Inc. [ CGEM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, $0.0001 par value per share 7,089,443 I See footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Lynx1 Capital Management LP
(Last) (First) (Middle)
D81 CALLE C
STE 301, PMB 1202
(Street)
DORADO PR 00646-2051
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Nichols Weston
(Last) (First) (Middle)
D81 CALLE C
STE 301, PMB 1202
(Street)
DORADO PR 00646-2051
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The securities to which this filing relates are held directly by Lynx1 Master Fund LP to which Lynx1 Capital Management LP (the "Investment Manager") serves as investment manager. Weston Nichols ("Mr. Nichols") is the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager. Each of the Investment Manager and Mr. Nichols disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any.
Lynx1 Capital Management LP, By: Lynx1 Capital Management GP LLC, its general partner, By: /s/ Weston Nichols, Sole Member 10/10/2025
/s/ Weston Nichols 10/10/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Lynx1 Capital Management LP report for Cullinan Therapeutics (CGEM)?

They reported an indirect beneficial ownership of 7,089,443 shares of common stock, with the event dated 10/08/2025.

Who else signed the Form 3 for CGEM?

The filing lists Weston Nichols (sole member of the GP) and Lynx1 Capital Management LP as reporting persons, with signatures dated 10/10/2025.

Does the Form 3 show any options, warrants, or other derivatives for CGEM?

No. The filing reports only non-derivative common stock and shows no derivative securities in Table II.

Is the reported stake a direct ownership for CGEM?

No. The 7,089,443 shares are held indirectly by Lynx1 Master Fund LP; the investment manager and GP disclaim direct beneficial ownership except to the extent of any pecuniary interest.

What does the disclaimer in the filing mean for investors?

The disclaimer states that the manager and Mr. Nichols disclaim beneficial ownership under Section 16 except for any pecuniary interest, clarifying they may not claim direct control over the shares.