Pulmatrix, Inc.
For the period ended Dec 31, 2024. Filed Mar 21, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 21, 2025
PULM$1.36-1.8%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
INDEX TO EXHIBITS
| Exhibit Number · Exhibit Description · Filed with this Report · Incorporated by Reference herein from Form or Schedule · Filing Date · SEC File/Reg. Number | ||||
|---|---|---|---|---|
| 1.1 | At the Market Offering Agreement, dated May 26, 2021, by and between Pulmatrix, Inc. and H.C. Wainwright & Co., LLC | Form S-3 (Exhibit 1.2) | 05/26/21 | 333-256502 |
| 2.1 | Agreement and Plan of Merger and Reorganization, dated as of November 13, 2024, by and among Pulmatrix, Inc., PCL Merger Sub, Inc., PCL Merger Sub II, LLC and Cullgen Inc. | Form 8-K (Exhibit 2.1) | 11/13/24 | 001-36199 |
| 3.1 | Amended and Restated Certificate of Incorporation of Pulmatrix, Inc., as amended through June 15, 2015 | Form 10-Q (Exhibit 3.1) | 08/14/15 | 001-36199 |
| 3.2 | Restated Bylaws of Pulmatrix, Inc., as amended through June 15, 2015 | Form 10-Q (Exhibit 3.2) | 08/14/15 | 001-36199 |
| 3.3 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Pulmatrix, Inc., dated as of June 5, 2018 | Form 8-K (Exhibit 3.1) | 06/07/18 | 001-36199 |
| 3.4 | Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock. | Form 8-K/A (Exhibit 3.1) | 12/17/21 | 001-36199 |
| 3.5 | Certificate of Correction to the Certificate of Designation, filed December 16, 2021 | Form 8-K/A (Exhibit 3.2) | 12/17/21 | 001-36199 |
| 3.6 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Pulmatrix, Inc., dated as of February 5, 2019 | Form 8-K (Exhibit 3.1) | 02/06/19 | 001-36199 |
| 3.7 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Pulmatrix, Inc., dated as of February 28, 2022 | Form 10-K (Exhibit 3.7) | 03/29/22 | 001-36199 |
| 3.8 | Amendment to the Restated Bylaws of Pulmatrix Inc., dated as of April 28, 2022 | Form 8-K (Exhibit 3.1) | 04/29/22 | 001-36199 |
| 3.9 | Amendment No. 2 to the Restated Bylaws of Pulmatrix, Inc., dated as of February 11, 2025 | Form 8-K (Exhibit 3.1) | 02/14/25 | 001-36199 |
| 4.1 | Form of Specimen Stock Certificate | Form 8-K (Exhibit 4.1) | 06/16/15 | 001-36199 |
| 4.2 | Form of Warrant issued in Pulmatrix Operating Private Placement, dated June 15, 2015 | Form 10-Q (Exhibit 10.8) | 08/14/15 | 001-36199 |
| 4.3 | Form of Warrant Dated July 9, 2020 | Form 8-K (Exhibit 4.1) | 07/09/20 | 001-36199 |
| 4.4 | Form of Common Stock Purchase Warrant, dated December 17, 2021 | Form 8-K (Exhibit 4.1) | 12/15/21 | 001-36199 |
| 4.5 | Form of Placement Agent Warrant dated December 17, 2021 | Form 8-K (Exhibit 4.2) | 12/15/21 | 001-36199 |
| 4.7 | Form of Placement Agent Warrant dated February 16, 2021 | Form 8-K (Exhibit 4.1) | 02/16/21 | 001-36199 |
| 10.1* | Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan | Form 8-K (Exhibit 10.6) | 06/16/15 | 001-36199 |
| 10.2* | Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan | Form S-8 (Exhibit 99.2) | 07/20/15 | 333-205752 |
| 10.3* | Pulmatrix Inc. 2003 Employee, Director and Consultant Stock Plan | Form S-8 (Exhibit 99.3) | 07/20/15 | 333-205752 |
| 10.4 | License, Development and Commercialization Agreement, dated June 9, 2017, by and between Pulmatrix, Inc. and Respivert Ltd. | Form 10-Q (Exhibit 10.1) | 08/04/17 | 001-36199 |
| 10.5 | First Amendment to the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan, dated as of June 5, 2018 | Form 8-K (Exhibit 10.1) | 06/07/18 | 001-36199 |
| 10.6* | Amended and Restated Employment Agreement, dated June 28, 2019, by and between the Company and Teofilo Raad | Form 10-K/A (Exhibit 10.1) | 06/28/19 | 001-36199 |
| 10.7 | Development and Commercialization Agreement, dated as of April 15, 2019, by and between Cipla Technologies, LLC and Pulmatrix, Inc. | Form 10-Q (Exhibit 10.4) | 08/05/19 | 001-36199 |
| 10.8* | Second Amendment to the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan, dated March 11, 2019 | Form S-8 (Exhibit 99.3) | 06/04/19 | 333-231935 |
| 10.9* | Third Amendment to the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan, dated as of September 6, 2019 | Form 8-K (Exhibit 10.1) | 09/09/19 | 001-36199 |
| 10.10** | License, Development and Commercialization Agreement, by and between Pulmatrix, Inc. and Johnson & Johnson Enterprise Innovation, Inc., dated as of December 26, 2019 | Form 10-K (Exhibit 10.13) | 03/26/20 | 001-36199 |
| 10.11 | Securities Purchase Agreement | Form 8-K (Exhibit 10.1) | 04/16/20 | 001-36199 |
| 10.12 | Form of Letter Agreement | Form 8-K (Exhibit 10.1) | 07/09/20 | 001-36199 |
| 10.13 | Form of Securities Purchase Agreement dated December 15, 2021, by and between Pulmatrix, Inc. and the purchaser parties thereto | Form 8-K (Exhibit 10.1) | 12/15/21 | 001-36199 |
| 10.14** | Second Amendment to Development and Commercialization Agreement, dated as of November 8, 2021, by and between Cipla Technologies, LLC and Pulmatrix, Inc. | Form 8-K (Exhibit 10.1) | 11/09/21 | 001-36199 |
| 10.15 | Form of Securities Purchase Agreement dated February 11, 2021, by and between Pulmatrix, Inc. and the purchaser parties thereto | Form 8-K (Exhibit 10.1) | 02/16/21 | 001-36199 |
| 10.16* | Consulting Agreement, dated November 30, 2021, by and between Pulmatrix, Inc. and Danforth Advisors, LLC | Form 8-K (Exhibit 10.1) | 04/14/22 | 001-36199 |
| 10.17*** | Third Amendment to the Development and Commercialization Agreement, dated as of January 6, 2024, by and among Pulmatrix, Inc., Pulmatrix Operating Company, Inc., and Cipla Technologies LLC. | Form 8-K (Exhibit 10.1) | 01/08/24 | 001-36199 |
| 10.18* | Letter Agreement, dated January 6, 2024, by and between Teofilo Raad and the Company | Form 8-K (Exhibit 10.2) | 01/08/24 | 001-36199 |
| 10.19 | Bill of Sale and Assignment Agreement, dated as of May 28, 2024, by and between Pulmatrix, Inc. and MannKind Corporation | Form 10-Q (Exhibit 10.4) | 08/13/24 | 001-36199 |
| 10.20 | Intellectual Property Cross License Agreement, dated as of May 28, 2024, by and between Pulmatrix, Inc. and MannKind Corporation | Form 10-Q (Exhibit 10.5) | 08/13/24 | 001-36199 |
| 10.21 | Master Services Agreement, dated as of May 28, 2024, by and between Pulmatrix, Inc. and MannKind Corporation | Form 10-Q (Exhibit 10.6) | 08/13/24 | 001-36199 |
| 10.22* | General Release and Severance Agreement, dated as of July 19, 2024, by and between Pulmatrix, Inc. and Teofilo Raad | Form 8-K (Exhibit 10.1) | 07/19/24 | 001-36199 |
| 10.23* | Amendment No. 3 to Consulting Agreement, dated as of July 15, 2024, by and between Pulmatrix, Inc. and Danforth Advisors, LLC | Form 8-K (Exhibit 10.2) | 07/19/24 | 001-36199 |
| 10.24* | Letter Agreement, dated as of July 15, 2024, by and between Pulmatrix, Inc. and Peter Ludlum | Form 8-K (Exhibit 10.3) | 07/19/24 | 001-36199 |
| 10.25 | Form of Cullgen Support Agreement | Form 8-K (Exhibit 10.1) | 11/13/24 | 001-36199 | |
| 10.26 | Form of Lock-Up Agreement | Form 8-K (Exhibit 10.2) | 11/13/24 | 001-36199 | |
| 10.27*** | Form of Registration Rights Agreement | Form 8-K (Exhibit 10.3) | 11/13/24 | 001-36199 | |
| 19.1*** | Insider Trading Policy of Pulmatrix, Inc. | X | |||
| 21.1 | List of Subsidiaries | X | |||
| 23.1 | Consent of Marcum LLP, independent registered public accounting firm, to the Form 10-K | X | |||
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 32.1 | Certification of Interim Chief Executive Officer and Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X (furnished herewith) |
| 101. INS | Inline XBRL Instance Document | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| * | These exhibits are management contracts or compensatory plans or arrangements. |
|---|---|
| ** | Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they are both (i) not material and (ii) the type that the registrant treats as private or confidential. A copy of the omitted portions will be furnished to the SEC upon its request. |
| *** | Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon its request. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.