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Pulmatrix Announces Termination of Prior Planned Merger and Continues Pursuit of Alternative Merger Opportunities Cullgen had been seeking approval for a merger with Pulmatrix from the China Securities Regulatory Commiss

Key Takeaway: Pulmatrix, Inc. has officially announced the termination of its merger agreement with Cullgen, which was halted due to delays from the China Securities Regulatory Commission. Following this development, Pulmatrix is now actively pursuing alternative merger opportunities. The company's interim CEO expressed optimism regarding the interest in potential transactions within the industry. Despite this, the termination introduces challenges and uncertainties related to future mergers and compliance.

Market Sentiment Analysis

POSITIVE FACTORS

  • Pulmatrix is advancing discussions on alternative merger opportunities.
  • There is encouraging interest in potential transactions within the industry.
  • The company has a robust patent portfolio related to its proprietary technology.

CONCERNS & RISKS

  • The termination of the merger with Cullgen reflects regulatory delays.
  • The company faces uncertainty regarding the approval of any future merger.
  • Pulmatrix's ability to maintain compliance with listing standards may be challenged.

Full Press Release Details

Announces Termination of Prior Planned Merger and Continues Pursuit of Alternative Merger Opportunities
had been seeking approval for a merger with Pulmatrix from the China Securities Regulatory Commission and on February 28, 2026, notified
Pulmatrix that Cullgen was terminating the Merger Agreement
Pulmatrix advances existing discussions on alternative merger opportunities -
Mass., March 2, 2026 - Pulmatrix, Inc. ("Pulmatrix" or the "Company") (Nasdaq: PULM), a biopharmaceutical
company that has focused on the development of novel inhaled therapeutic products intended to prevent and treat migraine and respiratory
diseases with important unmet medical needs using its patented iSPERSE technology, today announced that on February 28, 2026,
Cullgen Inc. notified Pulmatrix that Cullgen was terminating
the Merger Agreement (as defined herein) and related transactions thereunder. This termination follows the December 2025 press release
announcing that Pulmatrix and Cullgen had mutually agreed to waive the "No Solicitation" clause in the Merger Agreement in
order to permit each party to explore alternate transactions in the period until closing. At this time, Pulmatrix continues to pursue
alternative merger opportunities.
Ludlum, Interim Chief Executive Officer of Pulmatrix, commented,
"Due to the significant delays at the Chinese Regulatory Authority (CSRC) in 2025, we initiated a process earlier this year
to identify an alternative reverse merger opportunity for the Company, and we are encouraged by both the interest we've had to
date as well as the recent increase in transaction activity within our industry."
Proposed Merger with Cullgen
previously reported, on November 13, 2024, the Company entered into an agreement and plan of merger with Cullgen, as amended by Amendment
No. 1 thereto on April 7, 2025 (the "Merger Agreement" and the transactions contemplated thereunder, collectively, the "Merger").
information about the Merger Agreement and the previously proposed Merger was previously disclosed in a registration statement on Form
S-4 (File No. 333-284993) initially filed with the Securities and Exchange Commission (the "SEC") on February 14, 2025, as
amended on April 17, 2025, and May 7, 2025, and declared effective on May 9, 2025.
June 16, 2025, the Company held a special meeting in lieu of the annual meeting of Pulmatrix stockholders, at which meeting the Company's
stockholders approved the Merger and related proposals. The closing of the Merger was subject to certain closing conditions, including
approval from the China Security Regulatory Commission which had not been obtained at the time of Cullgen's termination.
Clinical Assets and Proprietary iSPERSE Technology
iSPERSE , also licensed to MannKind Corporation and Cipla Technologies for certain fields of use, utilizes particles that are engineered with a small, dense and dispersible profile to exceed the performance of traditional dry powder particles as the iSPERSE particles have the dispersibility advantages of porous engineered particles. Pulmatrix believes this results in superior drug delivery compared to traditional oral and injectable forms of treatment for certain diseases.
As of December 31, 2025, Pulmatrix's patent portfolio related to iSPERSE included approximately 149 granted patents, 18 of which are U.S.-granted patents, plus approximately 48 pending patent applications in the U.S. and other jurisdictions.
is a biopharmaceutical company that has focused on the development of novel inhaled therapeutic products intended to prevent and treat
migraine and respiratory diseases with important unmet medical needs using its patented iSPERSE technology. The Company's
proprietary product pipeline includes treatments for central nervous system ("CNS") disorders such as acute migraine and
serious lung diseases such as Chronic Obstructive Pulmonary Disease ("COPD") and allergic bronchopulmonary aspergillosis
("ABPA"). Pulmatrix's product candidates are based on its proprietary engineered dry powder delivery platform, iSPERSE ,
which seeks to improve therapeutic delivery to the lungs by optimizing pharmacokinetics and reducing systemic side effects to improve
more on the Company's inhaled product candidates please visit:
statements in this press release that are forward-looking and not statements of historical fact are forward-looking statements within
the meaning of the federal securities laws. Such forward-looking statements include, but are not limited to, statements of historical
fact and may be identified by words such as "anticipates," "assumes," "believes," "can,"
"could," "estimates," "expects," "forecasts," "guides," "intends,"
"is confident that," "may," "plans," "seeks," "projects," "targets,"
and "would," and their opposites and similar expressions are intended to identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management as well as assumptions made by and information currently available to management. Actual
results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including,
but not limited to, the consummation of any other potential reverse merger transaction in the future, among others; the Company's
ability to divest its clinical assets on terms favorable to the Company, or at all, the Company's ability to maintain compliance
with the listing standards of the Nasdaq Capital Market; the Company's ability to conduct its business and raise capital in the
future when needed; delays in planned clinical trials; the ability to establish that potential products are efficacious or safe in preclinical
or clinical trials; the ability to establish or maintain collaborations on the development of therapeutic candidates; the ability to
obtain appropriate or necessary governmental approvals to market potential products; the ability to obtain future funding for developmental
products and working capital and to obtain such funding on commercially reasonable terms; the Company's ability to manufacture
product candidates on a commercial scale or in collaborations with third parties; changes in the size and nature of competitors; the
ability to retain key executives and scientists; the ability to secure and enforce legal rights related to the Company's products,
including patent protection. A discussion of these and other factors, including risks and uncertainties with respect to the Company,
including the proposed Merger with Cullgen, is set forth in the Company's filings with the Securities and Exchange Commission,
including its most recent Annual Report on Form 10-K, as may be supplemented or amended by the Company's Quarterly Reports on Form
10-Q and Current Reports on Form 8-K. The Company disclaims any intention or obligation to revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by law.

Frequently Asked Questions

Why was the merger with Cullgen terminated?

The merger with Cullgen was terminated due to significant delays at the Chinese Regulatory Authority.

What is Pulmatrix's focus as a biopharmaceutical company?

Pulmatrix develops novel inhaled therapies targeting migraine and respiratory diseases.

What technology does Pulmatrix use for drug delivery?

Pulmatrix utilizes patented iSPERSE technology to enhance drug delivery efficiency.

What types of diseases does Pulmatrix's pipeline address?

The pipeline includes treatments for CNS disorders, COPD, and allergic disorders.

How many patents does Pulmatrix hold related to iSPERSE?

Pulmatrix holds approximately 149 granted patents and 48 pending applications for iSPERSE.

Last updated: Feb 28, 2026