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Cullinan Therapeutics (CGEM) investor group discloses 6,491,123-share position

(Neutral)
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Biotechnology Value Fund and affiliated entities report significant ownership of Cullinan Therapeutics, Inc. common stock. As of June 30, 2026, the group, including a managed account, beneficially owns 6,491,123 shares of common stock, representing approximately 9.99% of the outstanding shares.

The position includes 204,209 shares of Series A convertible preferred stock, which are convertible into 2,042,090 common shares at a 10:1 ratio. A 9.99% “Conversion Blocker” currently limits conversion to 740,440 of these underlying shares. Individual vehicles BVF and BVF2 hold approximately 5.7% and 3.5% of the class, respectively, with shared voting and dispositive power allocated among the BVF entities and Mark N. Lampert as described.

Positive

  • None.

Negative

  • None.
Aggregate preferred shares 204,209 shares of Series A convertible preferred stock Held by BVF reporting persons and a managed account as of June 30, 2026
Underlying common shares 2,042,090 shares of common stock Total common shares issuable upon conversion of Series A preferred stock
Conversion ratio 10 Shares per preferred share Each Series A convertible preferred share converts into 10 common shares
Blocker-limited conversion 740,440 Shares Maximum common shares currently convertible due to the 9.99% Conversion Blocker
Group beneficial ownership 6,491,123 Shares Common shares beneficially owned in aggregate by BVF, BVF2, Trading Fund OS and a managed account
Group ownership percentage 9.99% Approximate percentage of Cullinan common stock beneficially owned by Partners, BVF Inc. and Mark N. Lampert
Shares outstanding baseline 61,458,046 Shares Common shares outstanding as of April 30, 2026 used in ownership calculations
Recent issuance to group 2,777,800 Shares Common shares issued to the reporting persons on June 26, 2026 upon conversion of preferred stock
Series A convertible preferred stock financial
"held an aggregate of 204,209 shares of Series A convertible preferred stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Conversion Blocker financial
"the holder will be prohibited from converting ... (the "Conversion Blocker")"
beneficially own financial
"would beneficially own a number of Shares above 9.99% of the total Shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
beneficially owned financial
"As of the close of business on June 30, 2026, (i) BVF beneficially owned 3,711,284 Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
investment manager financial
"Partners, as the investment manager of BVF, BVF2 and Trading Fund OS"

FAQ

What ownership stake in Cullinan Therapeutics (CGEM) does Biotechnology Value Fund report?

Biotechnology Value Fund and affiliates report beneficial ownership of 6,491,123 Cullinan Therapeutics shares, or about 9.99% of the outstanding common stock. This total includes shares held by BVF, BVF2, a trading fund, and a Partners-managed account.

How many Cullinan Therapeutics (CGEM) preferred shares does the BVF group hold and what is the conversion rate?

The BVF group and a managed account hold 204,209 shares of Series A convertible preferred stock. Each preferred share is convertible into 10 common shares, for a total of 2,042,090 underlying Cullinan Therapeutics common shares, subject to a conversion limitation.

What is the 9.99% Conversion Blocker described for Cullinan Therapeutics (CGEM)?

The filing describes a 9.99% Conversion Blocker, which prevents holders from converting Series A preferred stock if it would lift their beneficial ownership above 9.99% of Cullinan’s outstanding common shares immediately after conversion.

How much of Cullinan Therapeutics (CGEM) stock does BVF beneficially own individually?

As of June 30, 2026, Biotechnology Value Fund, L.P. beneficially owns 3,711,284 Cullinan shares, or about 5.7% of the class. This includes 740,440 shares underlying Series A preferred stock and excludes an additional 374,620 underlying shares blocked from conversion.

How many Cullinan Therapeutics (CGEM) shares were recently issued to the BVF group?

The filing notes that 2,777,800 Cullinan common shares were issued to the BVF reporting persons on June 26, 2026 upon conversion of certain Series A preferred stock, contributing to the group’s total reported beneficial ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates





230031106

(CUSIP Number)
06/30/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




schemaVersion:


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BIOTECHNOLOGY VALUE FUND L P
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BVF I GP LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BIOTECHNOLOGY VALUE FUND II LP
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BVF II GP LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
Biotechnology Value Trading Fund OS LP
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BVF Partners OS Ltd.
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BVF GP HOLDINGS LLC
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BVF PARTNERS L P/IL
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
BVF INC/IL
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert, Authorized Signatory
Date:08/14/2026
LAMPERT MARK N
Signature:/s/ Mark N. Lampert
Name/Title:Mark N. Lampert
Date:08/14/2026