--- title: "Pulmatrix amends Cullgen merger agreement to a one-step merger" url: "https://aibio.space/news/pulmatrix-amends-cullgen-merger-agreement-one-step-merger/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-04-10" section: "Mergers" tickers: "NASDAQ:PULM" source: "https://www.sec.gov/Archives/edgar/data/1574235/000164117225003620/form8-k.htm" summary: "Pulmatrix and Cullgen signed Amendment No. 1 to their merger agreement on April 7, 2025, dropping the planned second merger. The 8-K gives no exchange rati" --- By the aibio.space news desk. Sources - [Pulmatrix, Inc. 8-K (2025-04-10)](https://www.sec.gov/Archives/edgar/data/1574235/000164117225003620/form8-k.htm) - [Pulmatrix, Inc. 425 (2025-06-16)](https://www.sec.gov/Archives/edgar/data/1574235/000164117225015254/form425.htm) [PULM](https://aibio.space/companies/pulmatrix/) 2025-04-10 # Pulmatrix amends Cullgen merger agreement to a one-step merger Tickers [PULM](https://aibio.space/companies/pulmatrix/) Pulmatrix and Cullgen signed Amendment No. 1 to their merger agreement on April 7, 2025, dropping the planned second merger. The 8-K gives no exchange ratio, share count or valuation, and does not say why the structure changed. ## Key facts - **Company**: Pulmatrix, Inc. (NASDAQ: PULM) - **News type**: Mergers - **Primary source**: [Pulmatrix, Inc. 8-K (2025-04-10)](https://www.sec.gov/Archives/edgar/data/1574235/000164117225003620/form8-k.htm) *The lower Manhattan skyline. CC0, via rawpixel. The picture shows the field, not the companies named.* ## The amendment Pulmatrix, Inc. (Nasdaq: [PULM](https://aibio.space/companies/pulmatrix/)) reported in a Form 8-K dated April 7, 2025, and filed April 10, 2025, that it had signed Amendment No. 1 to its merger agreement with Cullgen Inc. The amendment was signed on April 7, 2025 by Cullgen, Pulmatrix and the two merger subsidiaries. The original Agreement and Plan of Merger and Reorganization was signed on November 13, 2024. The 8-K says the amendment changes the transaction from a two-step merger to a one-step merger. Under the November agreement, Pulmatrix's subsidiary PCL Merger Sub, Inc. would merge into Cullgen, and Cullgen would then merge into a second Pulmatrix subsidiary, PCL Merger Sub II, LLC. Under the amendment, the second merger will no longer occur. PCL Merger Sub, Inc. will merge into Cullgen, and Cullgen will survive as a wholly owned subsidiary of Pulmatrix. The amendment also makes a clarifying change to the fractional shares provision of the merger agreement. The 8-K does not say what that change does to any holder's shares. ## The reason for the change The 8-K does not explain the reason for the change. It describes the amendment as revising the structure and clarifying one provision, and it gives no economic terms for either step. The filing does not state the exchange ratio, the number of shares Pulmatrix will issue to Cullgen holders, the expected ownership of the combined company or the value placed on Cullgen. ## The company behind the deal The company's annual report on Form 10-K, filed March 21, 2025, describes Pulmatrix as a biopharmaceutical company developing inhaled therapeutics with its dry powder delivery platform, iSPERSE. The company says the platform is aimed at migraine, chronic obstructive pulmonary disease and allergic bronchopulmonary aspergillosis. It was incorporated in Delaware in 2013. The 10-K says that after a comprehensive review of strategic alternatives, the company entered the November 2024 merger agreement. It also says the company is seeking opportunities to monetize its existing clinical assets, and that any further development of them would depend on additional funding. It states that the company's future operations are highly dependent on the success of the merger, and that there can be no assurance the merger will be completed. ## The conditions and risks The 10-K lists the closing conditions as approval by Pulmatrix stockholders and Cullgen stockholders, the effectiveness of a registration statement, Nasdaq's approval of the listing of the shares to be issued, and approval from the China Securities Regulatory Commission. The 8-K repeats a risk list in its forward-looking statements. Those risks include the failure to obtain stockholder approval, uncertainty about timing, the failure or delay in obtaining required governmental approvals, and the risk that unanticipated spending and costs could reduce the combined company's cash resources. The 8-K also lists the risk of Pulmatrix's continued listing on Nasdaq until closing, and the combined company's ability to raise enough capital to advance its product candidates or preclinical programs. Those are the company's own risk statements, and they point to a financing need that the 8-K does not quantify. ## What the amendment does not change The 8-K says the amendment makes its two changes "among other things," and it does not describe any others. It does not say whether the amendment changes the closing conditions, the termination rights or the end date. Nothing in the 8-K indicates that Nasdaq or China approval has been received. ## What comes next The next steps under the amendment are the stockholder votes, the registration statement, Nasdaq's listing decision and the China approval. None of those dates appears in the 8-K, and the 8-K does not say whether the amendment changes any of those approvals. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story PULM Pulmatrix, Inc. NASDAQ ยท United States Open the starter desk ## More in Mergers Mergers ### [InMed sets November 5 record date for CVRs tied to Mentari merger](https://aibio.space/news/inmed-sets-november-5-record-date-cvrs-tied-mentari-merger/) Oct 27, 2026 Mergers ### [Rallybio declares estimated $82.7 million cash distribution tied to Avenzo merger](https://aibio.space/news/rallybio-declares-estimated-82-7-million-cash-distribution-tied-avenzo/) Oct 26, 2026 Mergers ### [Skye Bioscience files preliminary proxy for its Redx Pharma acquisition](https://aibio.space/news/skye-bioscience-files-preliminary-proxy-redx-pharma-acquisition/) Oct 26, 2026 --- Source page: https://aibio.space/news/pulmatrix-amends-cullgen-merger-agreement-one-step-merger/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Pulmatrix amends Cullgen merger agreement to a one-step merger", 2025-04-10, https://aibio.space/news/pulmatrix-amends-cullgen-merger-agreement-one-step-merger/