UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2021

CULLINAN ONCOLOGY, INC.

(Exact name of registrant as specified in its charter)

Cullinan Oncology, Inc.

One Main Street, Suite 520

Cambridge, MA 02142

(Address of principal executive offices, including zip code)

(617) 410-4650

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On February 23, 2021, Cullinan Management, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to change its corporate name to “Cullinan Oncology, Inc.” The Certificate of Amendment and the corporate name change will be effective as of 5:00 p.m. Eastern Time on February 25, 2021.

In connection with the corporate name change, the Company approved its Second Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective February 25, 2021, to reflect its new corporate name. The Amended and Restated Bylaws contain no other changes.

Copies of the Certificate of Amendment and the Amended and Restated Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively.

The Company’s common stock will trade on the Nasdaq Global Select Market under the new name as of the start of trading on February 26, 2021 and continue under the ticker symbol “CGEM”. There will be no change to the Company’s CUSIP.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.