Pulmatrix Terminates Merger with Cullgen, Accelerates Search for Alternative Transactions

Key Points

• Pulmatrix, Inc. (Nasdaq: PULM) announces termination of its planned merger with Cullgen Inc. as of February 28, 2026.
• The termination follows significant delays in obtaining regulatory approval from the China Securities Regulatory Commission (CSRC).
• The company is actively advancing discussions related to alternative merger or reverse merger opportunities.
• Pulmatrix continues to develop its proprietary iSPERSE™ inhaled drug delivery technology with several clinical assets, including PUR3100, PUR1800, and PUR1900.

Details of the Terminated Merger

Pulmatrix announced that Cullgen Inc. has officially terminated the Merger Agreement and associated transactions, effective February 28, 2026. The termination follows a December 2025 agreement where both companies agreed to waive the “No Solicitation” clause to allow exploration of alternative transactions.
The original merger plan, announced on November 13, 2024, had been amended in April 2025 and won approval from Pulmatrix shareholders on June 16, 2025. However, closing was contingent on approval from the CSRC—a requirement that could not be met due to regulatory delays.

Implications for Shareholders

• M&A Uncertainty: The merger termination introduces uncertainty regarding Pulmatrix’s strategic path. The company is now openly pursuing alternative reverse merger or strategic transaction opportunities, which could significantly affect future valuation and capital structure.
• Pipeline Continuity: Despite the failed merger, Pulmatrix continues to progress its clinical pipeline, which includes several near- and mid-term catalysts:
  • PUR3100: Phase 2-ready inhaled dihydroergotamine (DHE) for acute migraine, using iSPERSE™ technology. The FDA has accepted the IND application, and Phase 1 data shows rapid absorption and favorable tolerability compared to IV DHE.
  • PUR1800: Narrow Spectrum Kinase Inhibitor (NSKI) for acute exacerbations in COPD (AECOPD). Phase 1b data showed good tolerability, supporting ongoing development for inflammatory respiratory diseases. Pulmatrix also published ex vivo data supporting its potential in idiopathic pulmonary fibrosis.
  • PUR1900: Inhaled formulation of antifungal itraconazole, partnered with Cipla. Phase 2 has been completed in India, with regulatory approval to proceed to Phase 3. Pulmatrix stands to receive a 2% royalty on future sales outside the US, and shares US rights 50/50 with Cipla.
• Intellectual Property Strength: The company’s iSPERSE™ technology is protected by a robust portfolio of approximately 149 granted patents (18 in the US) and 48 pending applications globally. This breadth may support future licensing or partnering deals.
• Licensing and Partnerships: iSPERSE™ is already licensed to MannKind and Cipla Technologies for selected fields, offering potential non-dilutive revenue streams.
• Regulatory and Listing Risks: The company warns of risks related to its ability to consummate alternative transactions, divest assets, maintain Nasdaq listing standards, secure funding, and other operational challenges. These may impact the share price if not favorably resolved.

Management Perspective

Interim CEO Peter Ludlum stated that the regulatory delays in China prompted the company to proactively seek alternative transactions earlier in the year. He expressed encouragement at the level of interest and recent uptick in transaction activity within the biopharma sector.

Forward-Looking Considerations

Shareholders should note that while Pulmatrix is advancing alternative merger opportunities and continuing development of its pipeline, there is no guarantee of success in securing a new transaction or monetizing its assets. The company’s future is dependent on its ability to execute on these fronts, maintain regulatory compliance, and access additional capital as required.

Conclusion

The termination of the Cullgen merger represents a significant strategic inflection point for Pulmatrix. The company’s next steps in securing a new merger or partnership, along with clinical progress for its inhaled therapeutics, will be critical for shareholder value and share price direction in the coming months. Investors should monitor for updates on transaction negotiations and clinical milestones.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Forward-looking statements are based on current management expectations and involve risks and uncertainties that could cause actual results to differ materially. Investors should review Pulmatrix’s filings with the SEC and consult with their financial advisors before making investment decisions.

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