aibioPulmatrix says Cullgen merger filing is effective, expects June 2025 close
Tickers PULM
Pulmatrix says the SEC has declared effective its Form S-4 for the Cullgen merger, and expects a June 2025 close while it seeks buyers for its own assets. It had $7.7 million of cash at March 31, 2025, which it says lasts through the anticipated closing.
Key facts
- Company
- Pulmatrix, Inc. (NASDAQ: PULM)
- News type
- Mergers
- Primary source
- Pulmatrix, Inc. 8-K (2025-05-15)
The registration and the timetable
Pulmatrix, Inc. (Nasdaq: PULM) said on May 15, 2025 that the SEC had declared effective the registration statement for its proposed merger with Cullgen Inc., a privately held, clinical-stage company applying targeted protein degradation to cancer and other diseases. The merger is expected to close in June 2025, subject to closing conditions. The company says the exact timing cannot be predicted.
The Form S-4 was first filed on February 14, 2025, and was amended on April 17, 2025 and May 7, 2025. The merger agreement was signed on November 13, 2024 and amended on April 7, 2025. Pulmatrix's interim chief executive, Peter Ludlum, gave the update in a press release filed with the SEC.
If the merger closes, the company says the combined entity would be Nasdaq-listed and focused on Cullgen's three degrader programs, which are in Phase 1 trials. Two are for cancer and one for acute and chronic pain.
The divestment
Pulmatrix says it is in a process to divest its own clinical assets and its iSPERSE inhalation technology as part of the merger. The main asset is PUR3100, an orally inhaled dihydroergotamine for acute migraine that the company describes as Phase 2-ready, with an IND that includes a Phase 2 protocol. The release cites a Phase 1 publication from 2024 in Headache: The Journal of Head and Face Pain, which reported peak exposures in the targeted range and a lower incidence of nausea than the intravenous comparator.
The release also lists PUR1800, a kinase inhibitor for acute exacerbations of chronic obstructive pulmonary disease, and PUR1900, an inhaled itraconazole that partner Cipla is developing outside the United States. Pulmatrix says it bears no further financial responsibility for PUR1900 after finishing its Phase 2b wind-down in the third quarter of 2024. It would receive 2% royalties on any future Cipla net sales outside the United States.
The release does not name any buyer or licensee for PUR3100, PUR1800 or the iSPERSE technology, and it gives no price or payment terms for any sale.
Quarterly results
For the three months ended March 31, 2025, revenue was zero, against $5.9 million a year earlier, after the wind-down of the PUR1900 Phase 2b trial. Research and development expense fell to $19 thousand from $3.5 million, and the quarter's net loss was $1.8 million, compared with net income of $825 thousand a year earlier.
General and administrative expense rose to $1.8 million from $1.6 million. The company says the increase was mainly due to costs of the proposed merger. The balance sheet shows an accumulated deficit of $298,964 thousand at March 31, 2025, against $297,156 thousand at December 31, 2024, and total stockholders' equity of $7,147 thousand.
Cash through closing
Cash and cash equivalents were $7.7 million at March 31, 2025, or $7,708 thousand, down from $9,521 thousand at December 31, 2024. The company says its cash position, based on operational efficiencies and prioritization of spending, is sufficient to fund operations at least through the anticipated closing. The release does not say how long the company could operate after closing, or what the combined company would need to fund Cullgen's Phase 1 programs.
The company's annual report on Form 10-K, filed March 21, 2025, says the company is seeking to monetize its existing clinical assets and that its future operations are highly dependent on the success of the merger. It also says there can be no assurance that the merger, or any sale of an asset, will be completed on favorable terms.
What the release leaves out
The release does not give the exchange ratio, the number of shares Cullgen holders will receive, or the expected ownership of the combined company. It lists Nasdaq listing standards and the ability to raise capital as risks but does not quantify them.
What comes next
The next steps are the stockholder vote on the merger, the closing conditions, the sale of the clinical assets and the June 2025 target close. The release says the exact timing cannot be predicted. The release gives no date for the stockholder meeting.