M&A - Pulmatrix, Inc.

Form Type: 425

Filing Date: 2025-06-16

Corporate Action: Merger

Type: New

Accession Number: 000164117225015254

Filing Summary: On June 16, 2025, Pulmatrix, Inc. held a special meeting of stockholders to vote on several proposals related to the merger with Cullgen Inc. The proposals included the issuance of shares to Cullgen stockholders, a reverse stock split, and an amendment to increase the number of authorized shares. All proposals were approved by the requisite vote of Pulmatrix stockholders. A total of 3,652,285 shares were outstanding as of May 1, 2025, with a quorum of 2,124,526 shares represented at the meeting. The merger is subject to regulatory approvals including from the China Securities Regulatory Commission.

Form Type: 8-K

Filing Date: 2025-06-16

Corporate Action: Merger

Type: Update

Accession Number: 000164117225015249

Filing Summary: Pulmatrix, Inc. filed an 8-K on June 16, 2025, to report on a special meeting of stockholders held to vote on matters related to its merger with Cullgen Inc. The merger agreement was originally entered on November 13, 2024, and amended on April 7, 2025. Key proposals included the issuance of shares of Pulmatrix stock to Cullgen stockholders, a reverse stock split, an increase in authorized shares, and the approval of new stock incentive plans. All proposals were approved by the requisite vote of Pulmatrix stockholders. The completion of the merger is pending regulatory approvals, including from the China Securities Regulatory Commission, and there is uncertainty about timing and satisfaction of conditions under the merger agreement. Forward-looking statements regarding future developments and risks associated with the merger were included.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000164117225010533

Filing Summary: Pulmatrix, Inc. reported its quarterly financial results for the period ending March 31, 2025. The company is in the process of merging with Cullgen Inc., as per the Agreement and Plan of Merger and Reorganization signed on November 13, 2024. Under the terms of the merger agreement, Pulmatrix's wholly-owned subsidiary, PCL Merger Sub, Inc., will merge with Cullgen, making Cullgen a wholly-owned subsidiary of Pulmatrix. A cash dividend to pre-Merger Pulmatrix stockholders is permitted under specific conditions prior to the merger closing. The merger is subject to stockholder approvals and other customary conditions, and if completed, it is estimated that previous Cullgen stockholders will own approximately 96.4% of the combined company with Pulmatrix stockholders owning about 3.6%. The document also details the financial performance of Pulmatrix, noting a substantial net loss of $1,808,000 for the quarter due to no revenue being recognized. The company's cash and cash equivalents decreased during the quarter, and its market performance highlights dependency on the merger's success for future operations.

Form Type: S-4/A

Filing Date: 2025-05-07

Corporate Action: Merger

Type: Update

Accession Number: 000114036125017589

Filing Summary: Pulmatrix, Inc. has filed an amended S-4 registration statement related to its proposed merger with Cullgen Inc. under the Agreement and Plan of Merger signed on November 13, 2024, and amended on April 7, 2025. The merger will involve Pulmatrix's wholly owned subsidiary, PCL Merger Sub, Inc., merging into Cullgen, which will continue as a subsidiary of Pulmatrix. At the Effective Time, Cullgen's common and preferred stock will be converted into Pulmatrix common stock based on a defined exchange ratio. This filing includes details on options and warrants associated with the merger. The Special Meeting for stockholders to approve the merger is scheduled for June 16, 2025. The estimated exchange ratio suggests that each share of Cullgen will receive approximately 1.2491 shares of Pulmatrix common stock, subject to adjustments, and after the merger, Pulmatrix is expected to be renamed Cullgen Inc. Additionally, there are discussions regarding a reverse stock split and amendments to Pulmatrix's charter to increase authorized shares and establish stock incentive plans. Risks associated with the merger include regulatory scrutiny in China, affecting business operations and future fundraising efforts. The filing indicates the board's recommendation for stockholders to vote in favor of the merger proposals and outlines a potential cash dividend, contingent on financial conditions at the time of the merger.

Form Type: S-4/A

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000114036125014311

Filing Summary: Pulmatrix, Inc. has entered into a Merger Agreement with Cullgen Inc., under which a wholly owned subsidiary of Pulmatrix will merge with and into Cullgen, resulting in Cullgen becoming a wholly owned subsidiary of Pulmatrix. The agreement outlines the exchange of shares, with each outstanding share of Cullgen common stock converting into Pulmatrix common stock based on a specific exchange ratio. The transaction requires stockholder approval at a special meeting, with several proposals including the issuance of shares and a reverse stock split being presented to Pulmatrix stockholders. Following the merger, Pulmatrix will be renamed 'Cullgen Inc.' and will trade under a new symbol on Nasdaq. Potential risks of this merger relate to regulatory actions in China and their impact on the Combined Company's operations.

Form Type: 8-K

Filing Date: 2025-04-10

Corporate Action: Merger

Type: Update

Accession Number: 000164117225003620

Filing Summary: On April 7, 2025, Pulmatrix, Inc. amended its prior Agreement and Plan of Merger and Reorganization with Cullgen Inc., changing the transaction structure from a two-step process to a one-step merger. Merger Sub I will merge with Cullgen, which will become a wholly-owned subsidiary of Pulmatrix, eliminating the previously proposed Contemplated Second Merger. The amendment clarifies the fractional shares provision of the initial agreement. Pulmatrix is preparing to file relevant materials, including a registration statement related to the merger, with the SEC. The document contains forward-looking statements about the merger and associated risks, urging investors to read amendment details and related filings carefully.

Form Type: 10-K

Filing Date: 2025-03-21

Corporate Action: Merger

Type: Update

Accession Number: 000149315225011084

Filing Summary: Pulmatrix, Inc. is a biopharmaceutical company focused on novel therapeutic products utilizing its patented iSPERSE™ technology for the treatment of migraine and respiratory diseases. The company has entered into a Merger Agreement with Cullgen Inc. The merger involves two phases: firstly, PCL Merger Sub, Inc. will merge with Cullgen, and second, Cullgen will merge with PCL Merger Sub II, LLC. The closing of the merger is contingent upon approvals from shareholders and regulatory bodies, including the SEC and Nasdaq. Pulmatrix’s future depends heavily on this merger as the company seeks to monetize its clinical assets. Additionally, if the merger fails, Pulmatrix may consider dissolution and liquidation. The report outlines risks associated with the merger, regulatory approvals, the ongoing development of existing product candidates, and significant financial implications for the company.

Form Type: S-4

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125004871

Filing Summary: Pulmatrix, Inc. has filed a registration statement in connection with a proposed merger with Cullgen Inc. Under the terms of the Agreement and Plan of Merger dated November 13, 2024, Pulmatrix’s subsidiary will merge with Cullgen, resulting in Cullgen becoming a wholly owned subsidiary of Pulmatrix. The registration outlines the merger arrangements, including conversion ratios for shares of common and preferred stock of Cullgen into Pulmatrix shares. Additionally, it details the treatment of outstanding stock options and warrants in connection with the merger. The estimated exchange ratio for the shares of both companies is provided, along with the anticipated ownership percentages post-merger. Subsequently, Pulmatrix intends to rename itself Cullgen Inc. and list on Nasdaq under the new symbol 'CUGN'. A special meeting for Pulmatrix stockholders is arranged to seek approval for the merger, associated stock issuances, and other proposals related to stock adjustments and plans. Approval will seek to finalize the critical conditions needed for completion of the merger and related corporate governance adjustments.

Form Type: 425

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000149315225003150

Filing Summary: Pulmatrix, Inc. has filed a communication regarding its merger agreement with Cullgen Inc., a clinical-stage biopharmaceutical company. The agreement, dated November 13, 2024, involves the merging of Pulmatrix with its subsidiaries PCL Merger Sub, Inc. and PCL Merger Sub II, LLC. Cullgen has commenced a Phase 1 clinical trial for its protein degrader CG001419 aimed at treating acute and chronic pain, marking an important development in its therapeutic portfolio. The merger is intended to establish a combined entity operating under the name Cullgen Inc., based in San Diego, CA, with plans to trade on The Nasdaq Capital Market. The communication elaborates on Cullgen's advancements in developing targeted protein degraders and the implications of the merger, emphasizing the collaboration aimed at enhancing drug design paradigms.