Cullinan Therapeutics disclosed that Lynx1 Capital Management LP and Weston Nichols collectively report beneficial ownership of 4,400,842 shares, representing 7.5% of the outstanding common stock based on 59,014,667 shares outstanding as of April 30, 2025. The holdings are reported as shared voting and dispositive power, with no sole voting or dispositive power indicated.
This Schedule 13G filing identifies the investment manager (Lynx1) and Mr. Nichols as reporting persons and states the shares are held by the Lynx1 Master Fund. The filing includes a certification that the position was not acquired to change or influence control of the company.
Positive
Material stake disclosed: Reporting persons hold 4,400,842 shares, equal to 7.5% of the class, which signals significant investor interest.
Passive intent declared: The Schedule 13G certification states the position was not acquired to change or influence control, indicating a non-activist posture.
Negative
No sole voting or dispositive power: Reporting persons report 0 shares of sole voting or sole dispositive power, limiting direct control influence.
Shared control only: All reported authority is shared, which may reduce clarity about who ultimately directs voting or disposition decisions.
Insights
TL;DR: A 7.5% passive stake signals material investor interest without an expressed control intent.
The disclosed 4.4 million-share position equals 7.5% of the company and meets the threshold that typically draws market attention. Because the filing is on Schedule 13G and the statement certifies the stake was not acquired to change control, this indicates a passive investment profile rather than an activist approach. Investors should note the position is held with shared voting and dispositive power, suggesting the stake is managed at the fund level rather than by an individual exercising sole authority.
TL;DR: Ownership disclosure is material but formal language confirms a non-control, passive posture.
The filing names both the investment manager and the individual associated with the manager, and it explicitly records shared voting and dispositive authority. The certification that the securities were not acquired to influence control is consistent with Schedule 13G treatment and reduces immediate governance concerns. Still, a >5% holding is large enough to merit monitoring for future amendments or Schedule 13D filings if strategy or intent changes.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cullinan Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
230031106
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
230031106
1
Names of Reporting Persons
Lynx1 Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,400,842.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,400,842.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,400,842.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
230031106
1
Names of Reporting Persons
Weston Nichols
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,400,842.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,400,842.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,400,842.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cullinan Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
One Main Street Suite 1350 Cambridge, MA 02142
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Lynx1 Capital Management LP (the "Investment Manager"), a Delaware limited partnership, and the investment manager to Lynx1 Master Fund LP (the "Lynx1 Fund"), with respect to the shares of common stock, par value $0.0001 per share ("Common Stock") of Cullinan Therapeutics, Inc., a Delaware corporation (the "Company") directly held by the Lynx1 Fund; and
(ii) Mr. Weston Nichols ("Mr. Nichols"), the sole member of Lynx1 Capital Management GP LLC, the general partner of the Investment Manager, with respect to the shares of Common Stock directly held by the Lynx1 Fund.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
Lynx1 Capital Management LP
D81 Calle C
Suite 301, PMB 1202
Dorado, PR, 00646-2051
Weston Nichols
c/o Lynx1 Capital Management LP
D81 Calle C
Suite 301, PMB 1202
Dorado, PR, 00646-2051
(c)
Citizenship:
Investment Manager - Delaware
Mr. Nichols - United States of America
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
230031106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 59,014,667 shares of Common Stock outstanding as of April 30, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 8, 2025.
(b)
Percent of class:
7.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Lynx1 Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Lynx1 Capital Management LP
Signature:
/s/ Weston Nichols
Name/Title:
By: Lynx1 Capital Management GP LLC, General Partner, By: Weston Nichols, Sole Member
Who filed the Schedule 13G for Cullinan Therapeutics (CGEM)?
The statement was filed by Lynx1 Capital Management LP (the investment manager) and Weston Nichols (the reporting individual associated with the manager).
How many Cullinan Therapeutics (CGEM) shares are reported and what percentage do they represent?
The reporting persons disclose beneficial ownership of 4,400,842 shares, representing 7.5% of the outstanding common stock based on 59,014,667 shares outstanding as of April 30, 2025.
Does the filing indicate intent to change or influence control of CGEM?
No. The Schedule 13G includes a certification stating the securities were not acquired and are not held for the purpose of changing or influencing the issuer's control.
What voting and dispositive powers are reported for the CGEM position?
The filing reports 0 shares of sole voting power and sole dispositive power, and 4,400,842 shares of shared voting and shared dispositive power.
On whose behalf are the Cullinan (CGEM) shares held?
The shares are directly held by the Lynx1 Master Fund LP, with Lynx1 Capital Management acting as investment manager and Weston Nichols identified as the related reporting person.
