Pulmatrix and Cullgen Waive 'No Solicitation' Clause in Merger Agreement
Pulmatrix and Cullgen have mutually agreed to waive the "No Solicitation" clause in the Merger Agreement signed in November 2024 in order to permit each party to explore alternate transactions while continuing to work toward merger approval from the China Securities Regulatory Commission, or CSRC. On November 13, 2024, the company entered into an agreement and plan of merger with Cullgen. On June 16, 2025, the company's stockholders approved the merger. The closing of the merger is subject to certain closing conditions, including Nasdaq's approval of the listing of the shares of Pulmatrix common stock to be issued in connection with the Merger and approval from the China Security Regulatory Commission. If the proposed Merger is completed, the business of Cullgen will continue as the business of the combined company. The company's total cash and cash equivalents balance as of September 30, 2025, was $4.8M. The company anticipates that its cash position is sufficient to fund its operations into at least Q4 of 2026.
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- Merger Agreement Progress: Pulmatrix and Cullgen have mutually agreed to waive the 'No Solicitation' clause in their merger agreement, allowing both parties to explore alternative transactions while still seeking approval from the China Securities Regulatory Commission, which could open new strategic collaboration opportunities.
- Regulatory Approval Delay: Despite Pulmatrix's merger agreement receiving shareholder approval in June 2025, the lack of approval from the China Securities Regulatory Commission may impact the final completion timeline of the merger and the company's future funding operations.
- Cash Flow Status: As of September 30, 2025, Pulmatrix reported a cash and cash equivalents balance of $4.8 million, which is anticipated to be sufficient to fund operations into the fourth quarter of 2026 based on current operational efficiencies and spending priorities, providing a financial buffer during the merger process.
- Clinical Assets and Technology: Pulmatrix focuses on developing inhaled therapeutic products for migraine and respiratory diseases using its proprietary iSPERSE™ technology, which aims to optimize drug delivery and improve patient outcomes, showcasing the company's innovative potential in the biopharmaceutical sector.
- Merger Agreement Progress: Pulmatrix and Cullgen have mutually agreed to waive the 'No Solicitation' clause in their merger agreement, allowing both parties to explore alternative transactions while still seeking approval from the CSRC, which may open new opportunities for both companies.
- Regulatory Approval Delay: Despite Pulmatrix's merger agreement receiving shareholder approval in June 2025, the lack of approval from the CSRC may affect the final completion timeline of the merger, increasing uncertainty for stakeholders.
- Financial Position: As of September 30, 2025, Pulmatrix reported cash and cash equivalents of $4.8 million, which is anticipated to fund operations into the fourth quarter of 2026, indicating prudent financial management amidst ongoing merger discussions.
- Clinical Asset Development: Pulmatrix's iSPERSE™ technology shows promise across multiple clinical assets, particularly with PUR3100 receiving FDA IND approval and PUR1800 demonstrating favorable results in a Phase 1b study for AECOPD, suggesting potential market opportunities ahead.

Proposed Merger with Cullgen: Pulmatrix is advancing a merger with Cullgen, a biopharmaceutical company focused on targeted protein degradation therapies, while planning to divest its proprietary iSPERSE™ technology and related clinical programs, including a Phase 2-ready migraine treatment.
Financial Performance: In Q3 2025, Pulmatrix reported a decrease in revenues and operating expenses, with total cash and cash equivalents at $4.8 million, which is expected to sustain operations into Q4 2026.
Financial Performance: Pulmatrix reported zero revenue in Q2 2025, with a net loss per share of $(0.42), significantly reduced from $(1.59) in the same quarter last year, primarily due to drastic cuts in R&D spending as the company winds down its clinical operations.
Strategic Focus: The company is concentrating on completing its merger with Cullgen and divesting its iSPERSE™ intellectual property and clinical programs, while offering no financial guidance for future quarters amid ongoing operational downsizing.

Proposed Merger Details: Pulmatrix, Inc. is set to merge with Cullgen, a clinical-stage biopharmaceutical company, anticipated to close in 2025, pending regulatory approvals and other conditions. The merger aims to create a Nasdaq-listed entity focused on targeted protein degradation therapies.
Divestment of iSPERSE™ Technology: As part of the merger, Pulmatrix plans to divest its proprietary iSPERSE™ dry powder delivery technology and related clinical programs, which are designed for inhalation-based drug delivery to treat various diseases, including migraines and respiratory conditions.

Proposed Merger with Cullgen: Pulmatrix, Inc. announced that its merger with Cullgen is expected to close in June 2025, which will lead to the creation of a Nasdaq-listed company focused on targeted protein degradation technology for cancer and pain treatment.
Divestment of Clinical Assets: As part of the merger, Pulmatrix plans to divest its clinical assets, including its Phase 2-ready migraine candidate PUR3100 and other development candidates utilizing its iSPERSE™ technology.







