Pulmatrix says Cullgen merger registration is effective, plans to divest assets

Pulmatrix, Inc. (Nasdaq: PULM) said the Securities and Exchange Commission declared effective the registration statement for its proposed merger with Cullgen Inc. The news came with the company's first-quarter 2025 results, which it furnished in a Form 8-K filed May 15, 2025 under Item 2.02. The filing says the press release is furnished, not filed. The 8-K is signed by Peter Ludlum, interim chief executive officer and interim chief financial officer.

The merger terms

Pulmatrix and Cullgen signed a merger agreement on November 13, 2024, which was amended on April 7, 2025. In the two-step structure described in the 10-K, Cullgen merges into Merger Sub II, which then survives as a wholly owned subsidiary of Pulmatrix. Cullgen is a privately held, clinical-stage company applying its uSMITE targeted protein degradation platform to cancer and other diseases, according to the press release.

The closing needs approval from Pulmatrix stockholders and Cullgen stockholders, the effectiveness of the registration statement, and Nasdaq approval to list the new shares. The 10-K also lists a proposed reverse stock split and warns that the split may not raise the stock price over the long term. It flags the risk that the agreement could be terminated in circumstances that require Pulmatrix to pay a termination fee.

The company expects the merger to close in June 2025 but says the exact timing cannot be predicted. The press release says the combined company would have three degrader programs in Phase 1 trials, two for cancer and one for acute and chronic pain.

The assets Pulmatrix plans to sell

To complete the deal, Pulmatrix says it intends to divest its clinical assets and its iSPERSE inhaled drug technology. The 10-K says iSPERSE particles can be engineered with active ingredient concentrations from less than one percent (1%) to greater than eighty percent (80%). The lead asset is PUR3100, an orally inhaled dihydroergotamine for acute migraine. The Food and Drug Administration accepted an IND for PUR3100 and issued a "study may proceed" letter for a Phase 2 study, which would test safety and preliminary efficacy in acute migraine.

The company calls PUR3100 a Phase 2-ready asset. Its Phase 1 results were published in 2024 in Headache: The Journal of Head and Face Pain. Neither the 8-K nor the press release names a buyer or a price for PUR3100 or iSPERSE. The press release also lists PUR1800 for acute exacerbations of COPD and PUR1900, an inhaled itraconazole partnered with Cipla, which would pay Pulmatrix 2% royalties on net sales outside the United States.

Cash and operating costs

Cash and cash equivalents were $7,708 thousand on March 31, 2025, down from $9,521 thousand at December 31, 2024. The press release says the quarter's increase in operating costs was mainly due to costs tied to the proposed merger, partly offset by lower employment and other operating costs.

Revenues were $0 for the quarter, compared with $5.9 million a year earlier, after the PUR1900 Phase 2b trial wound down. Pulmatrix reported a net loss of $1,808 thousand, against net income of $825 thousand in the first quarter of 2024. The company says its cash is sufficient to fund operations at least through the anticipated closing of the merger with Cullgen. That statement depends on the closing. The 10-K's risk factors say the company will need to raise additional capital and may not be able to continue as a going concern if it cannot do so.

The 10-K also lists risks tied to the merger itself, including possible termination, legal proceedings against either company, and a fall in the combined company's stock price after the reverse split.

What comes next

The remaining steps named in the filings are the stockholder votes on both sides and the closing. The company's funding statement is tied to that closing, so a delay would leave its stated runway unresolved.

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