### Pulmatrix (NASDAQ:PULM) Enters Merger Agreement with Cullgen Inc – Major Developments in the Pipeline Unveiled

Pulmatrix, Inc. (NASDAQ:PULM) recently announced, in an 8-K filing with the SEC, that it has entered into an Agreement and Plan of Merger and Reorganization with Cullgen Inc., a Delaware corporation, on November 13, 2024. This agreement involves a series of merger transactions aimed at combining the two entities, subject to certain conditions and approvals.

According to the terms outlined in the agreement, Pulmatrix’s wholly-owned subsidiary, PCL Merger Sub I, will merge with Cullgen, with Cullgen surviving as the resulting corporation. Simultaneously, Cullgen will merge with another Pulmatrix subsidiary, Merger Sub II, continuing as a wholly-owned subsidiary of Pulmatrix. The transactions are designed to meet federal income tax reorganization requirements.

In anticipation of the Merger’s closing, Pulmatrix plans to declare a Cash Dividend to its pre-First Merger stockholders, depending on the net cash exceeding $2.5 million. Each Cullgen common stock will be converted into Pulmatrix common stock based on the Exchange Ratio defined in the Merger Agreement.

Following the Merger, pre-First Merger Cullgen stockholders are expected to hold approximately 96.4% of the combined company, while pre-First Merger Pulmatrix stockholders will have about 3.6% ownership.

Furthermore, Pulmatrix is seeking stockholder approval for various matters including issuing shares in connection with the Merger, changing the company name to Cullgen Inc., and amending its capital stock.

The Merger closing remains subject to several conditions, including necessary stockholder approvals, Nasdaq listing approval for issued shares, and the completion of a Registration Statement with the SEC. The SEC filing also revealed potential termination fees in case of agreement termination under specific circumstances.

Concurrently with the Merger Agreement, certain stockholders of Cullgen have entered into support agreements to vote in favor of the transaction and lock-up agreements limiting their shares’ transferability post-Merger.

For comprehensive details on the agreements and formulated strategies, interested parties are advised to refer to the formal SEC filing and related exhibits for a more in-depth understanding of the proposed transaction.

Furthermore, Pulmatrix and Cullgen are planning to host a webcast presentation to discuss the Merger and Cullgen’s pipeline assets, emphasizing their innovative technologies and forthcoming advancements.

The content of this announcement contains forward-looking statements, reflecting current expectations and potential outcomes related to the proposed Merger and subsequent operations. Interested parties are urged to review additional details in the upcoming SEC filings, including the proxy statement and prospectus, for a comprehensive understanding of the proposed transactions.

### Disclaimer:
This news article is based on information available in Pulmatrix’s recent 8-K filing with the SEC. The details provided should not be construed as an investment recommendation. Kindly refer to official SEC filings and subsequent updates for more information.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Pulmatrix’s 8K filing here.

About Pulmatrix

Pulmatrix, Inc, a clinical stage biotechnology company, focused on development of novel inhaled therapeutic products to prevent and treat respiratory and other diseases with unmet medical needs in the United States. The company offers iSPERSE, an engineered dry powder delivery platform, which enables delivery of small or large molecule drugs to the lungs by inhalation for local or systemic applications.