Full Press Release Details
Registration statement for proposed Cullgen merger declared effective by the SEC
Proposed merger anticipated to close in June
As part of proposed merger, Pulmatrix currently intends to divest its assets including its Phase 2-ready acute migraine candidate, PUR3100, and other development candidates based on its iSPERSE™ technology
FRAMINGHAM, Mass.,May 15, 2025/PRNewswire/ --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 first quarter financial results for 2025 and provided a corporate update.
Peter Ludlum, Interim Chief Executive Officer of Pulmatrix, commented, "Our focus in the first quarter has been to advance steps to complete the proposed merger with Cullgen, a privately held, clinical-stage biopharmaceutical company applying its proprietary targeted protein degradation uSMITE™ platform to discover and advance therapeutics for the treatment of cancer and other diseases. If successful, the proposed merger would create a Nasdaq-listed company focusing on targeted protein degradation technology with three degrader programs in Phase 1 clinical trials – two for the treatment of cancer and one for the treatment of acute and chronic pain. As part of the proposed merger, Pulmatrix is currently in a process to divest its clinical assets, including our Phase 2-ready acute migraine product candidate PUR3100, along with our iSPERSE™ technology."
Proposed Merger with Cullgen
As previously reported, onNovember 13, 2024, the Company entered into an agreement and plan of merger with Cullgen Inc. ("Cullgen"), as amended by Amendment No. 1 thereto onApril 7, 2025(the "Merger Agreement" and such transaction, the "Merger"). The proposed Merger is anticipated to close inJune 2025, subject to the satisfaction of certain closing conditions, among others, however the exact timing of the consummation of the proposed Merger cannot be predicted.
Additional information about the Merger Agreement and 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") onFebruary 14, 2025, as amended onApril 17, 2025, and May 7, 2025.
Pulmatrix Currently Seeking Divestment of Clinical Assets and Proprietary iSPERSE™ Technology
PUR3100
PUR1800
PUR1900
iSPERSE™ Technology
First Quarter 2025 Financial Results
Revenues decreased approximately$5.9 millionto$0for the three months endedMarch 31, 2025, compared to$5.9 millionfor the three months endedMarch 31, 2024. The decrease is primarily related to completion of the wind down of the PUR1900 Phase2bclinical trial during the year endedDecember 31, 2024.
Research and development expenses decreased approximately$3.5 millionto less than$0.1 millionfor the three months endedMarch 31, 2025, compared to$3.5 millionfor the three months endedMarch 31, 2024. The decrease was primarily due to winding down the PUR1900 Phase2bclinical trial, disposal of the Company's lab and facilities lease and employee terminations.
General and administrative expenses increased approximately$0.2 millionto$1.8 millionfor the three months endedMarch 31, 2025, compared to$1.6 millionfor the three months endedMarch 31, 2024. The increase was primarily due to incurred costs related to the proposed Merger, partially offset by decreased employment and other operating costs.
The Company's total cash and cash equivalents balance as ofMarch 31, 2025, was$7.7 million. The Company anticipates that its cash position, based on operational efficiencies and prioritization of spending, is sufficient to fund its operations at least through the anticipated closing of the proposed Merger with Cullgen.
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About Pulmatrix, Inc.Pulmatrix 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 patient outcomes.
About iSPERSE™ TechnologyPulmatrix's innovative particle engineering technology creates dry powder, which solves limitations of conventional inhaled technologies and expands the universe of inhalable drug therapies. iSPERSE™ is a proprietary technology that allows a broad range of drugs to be formulated as small, dense, and dispersible particles for highly efficient drug delivery and deep penetration into the lungs. iSPERSE™ can efficiently deliver small molecules, drug combinations, peptides, proteins, and nucleic acids via the respiratory system for the treatment of both respiratory and non-respiratory diseases.
For more on the Company's inhaled product candidates please visit:https://www.pulmatrix.com/pipeline.html.
Forward-Looking StatementsCertain 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 and the exact timing of the proposed Merger with Cullgen and satisfaction of closing conditions thereunder, 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.
Investor Contact:Chuck PadalaManaging DirectorLifeSci Advisors646-627-8390[email protected]
| PULMATRIX, INC.Consolidated Balance Sheets(in thousands, except share and per share data) | ||||||||
| March 31,2025 | December 31,2024 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 7,708 | $ | $ | 9,521 | |||
| Accounts receivable | 16 | - | ||||||
| Prepaid expenses and other current assets | 317 | 399 | ||||||
| Total current assets | 8,041 | 9,920 | ||||||
| Long-term restricted cash | 10 | 10 | ||||||
| Other long-term assets | - | 13 | ||||||
| Total assets | $ | 8,051 | $ | $ | 9,943 | |||
| Liabilities and stockholders' equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 657 | $ | $ | 809 | |||
| Accrued expenses and other current liabilities | 246 | 120 | ||||||
| Total current liabilities | 903 | 929 | ||||||
| Warrant liability | 1 | 67 | ||||||
| Total liabilities | 904 | 996 | ||||||
| Stockholders' equity: | ||||||||
| Preferred stock, $0.0001 par value — 500,000 shares authorized; 6,746 shares designated Series A convertible preferred stock; no shares issued and outstanding at March 31, 2025, and December 31, 2024 | - | - | ||||||
| Common stock, $0.0001 par value — 200,000,000 shares authorized; 3,652,285 shares issued and outstanding at March 31, 2025, and December 31, 2024 | - | - | ||||||
| Additional paid-in capital | 306,111 | 306,103 | ||||||
| Accumulated deficit | (298,964) | (297,156) | ||||||
| Total stockholders' equity | 7,147 | 8,947 | ||||||
| Total liabilities and stockholders' equity | $ | 8,051 | $ | $ | 9,943 | |||
| PULMATRIX, INC.Consolidated Statements of Operations(in thousands, except share and per share data)(unaudited) | ||||||||
| Three Months EndedMarch 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | - | $ | 5,885 | ||||
| Operating expenses: | ||||||||
| Research and development | 19 | 3,512 | ||||||
| General and administrative | 1,828 | 1,626 | ||||||
| Total operating expenses | 1,847 | 5,138 | ||||||
| (Loss) income from operations | (1,847) | 747 | ||||||
| Other income (expense): | ||||||||
| Interest income | 53 | 160 | ||||||
| Fair value adjustment of warrants | 66 | - | ||||||
| Other expense, net | (80) | (82) | ||||||
| Total other income, net | 39 | 78 | ||||||
| Net (loss) income | $ | (1,808) | $ | 825 | ||||
| Net (loss) income per share attributable to common stockholders – basic and diluted | $ | (0.50) | $ | 0.23 | ||||
| Weighted average common shares outstanding – basic and diluted | 3,652,285 | 3,652,285 |