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Pulmatrix, Inc.

For the period ended Sep 30, 2025. Filed Oct 16, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 16, 2025

PULM$1.38-1.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0001641172-25-022357

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-16.

0001493152-25-018256

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 86 previous paragraphs and 84 current paragraphs.

69 unchanged; 14 reworded; 1 added; 3 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 10 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

Comparison of the Nine Months Ended September 30, 2025, and 2024
Removed paragraphs (3)

Previous report

Research and development expenses consist primarily of costs incurred for the research and development of our preclinical and clinical candidates, and include:

Previous report

We expense research and development costs to operations as incurred. We recognize costs for certain development activities, such as clinical trials, based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations or information provided to us by our vendors.
Reworded paragraphs (14)

Previous wording

On June 16, 2025, we held a special meeting in lieu of the annual meeting of Pulmatrix stockholders, at which special meeting our stockholders approved the Merger and related proposals. The Closing is subject to other customary 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 (“CSRC”) pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises (the “Trial Measures”), No. 1 to No. 6 Supporting Guidance Rules, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of the CSRC. These regulations established a filing-based regime to regulate overseas offerings and listings by Chinese domestic companies. As of the date of this filing, Pulmatrix has not yet received approval from the CSRC to complete the Merger. On August 1, 2025, Pulmatrix and Cullgen, as provided for in the Merger Agreement, mutually agreed to extend the term of the Merger Agreement by 60 days from an end date of August 13, 2025 to a new term end date of October 12, 2025.

Current wording

On June 16, 2025, we held a special meeting in lieu of the annual meeting of Pulmatrix stockholders, at which special meeting our stockholders approved the Merger and related proposals. The Closing is subject to other customary 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 (“CSRC”) pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises (the “Trial Measures”), No. 1 to No. 6 Supporting Guidance Rules, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of the CSRC. These regulations established a filing-based regime to regulate overseas offerings and listings by Chinese domestic companies. As of the date of this filing, we have not yet received approval from the CSRC to complete the Merger. As previously disclosed, on August 1, 2025, we and Cullgen, as provided for in the Merger Agreement, mutually agreed to extend the “End Date”, a term defined in the Merger Agreement, by 60 days from August 13, 2025, to October 12, 2025. The Merger Agreement does not have a defined term and does not terminate on the “End Date”. The “End Date” is simply the date at which certain termination options become available to either party.

Previous wording

To date, we have not generated any product sales. No revenues were recognized for the six months ended June 30, 2025, and the revenues for the three and six months ended June 30, 2024, were primarily generated from the Cipla Agreement as related to our PUR1900 program, for which wind down activities have been completed.

Current wording

To date, we have not generated any product sales. No revenues were recognized for the nine months ended September 30, 2025, and the revenues for the three and nine months ended September 30, 2024, were primarily generated from the Cipla Agreement as related to our PUR1900 program, for which wind down activities have been completed.

Previous wording

Research and development activities have been central to our business model. We have utilized a combination of internal and external efforts to advance product development from early-stage work to clinical trial manufacturing and clinical trial support. External efforts have included work with consultants and substantial work at CROs and CMOs. We have historically supported an internal research and development team and facility for our pipeline and other potential development programs, however following the closing of the transaction with MannKind Corporation (“MannKind” and such transactions, the “MannKind Transaction”) in the third quarter of 2024, in which the majority of our research and development employees were terminated and our facility lease was assigned to MannKind, we expect to utilize external resources for further development.

Current wording

We expense research and development costs to operations as incurred. Research and development activities have been central to our business model. We have utilized a combination of internal and external efforts to advance product development from early-stage work to clinical trial manufacturing and clinical trial support. External efforts have included work with consultants and substantial work at contract research and manufacturing organizations. We have historically supported an internal research and development team and facility for our pipeline and other potential development programs, however following the closing of the transaction with MannKind Corporation (“MannKind” and such transactions, the “MannKind Transaction”) in the third quarter of 2024, the majority of our research and development employees were terminated and our facility lease was assigned to MannKind. Going forward, we expect to utilize external resources for further development. Additionally, a Master Services Agreement between the Company and MannKind calls for MannKind to provide certain development services to the Company, including but not limited to, activities to develop dry powder formulations using iSPERSE™.

Previous wording

Revenues— No revenues were recognized for the three months ended June 30, 2025, as compared to $1.6 million for the three months ended June 30, 2024, a decrease of $1.6 million. The decrease is primarily related to completion of the wind down of the PUR1900 Phase 2b clinical trial during the year ended December 31, 2024.

Current wording

Revenues— No revenues were recognized for the three months ended September 30, 2025, as compared to $0.4 million for the three months ended September 30, 2024, a decrease of $0.4 million. The decrease is primarily related to completion of the wind down of the PUR1900 Phase 2b clinical trial during the year ended December 31, 2024.

Previous wording

Research and development expenses — Research and development expenses were less than $0.1 million for the three months ended June 30, 2025, as compared to $2.8 million for the three months ended June 30, 2024, a decrease of approximately $2.8 million. The decrease was primarily due to $2.2 million less employment and other operating cost following the MannKind Transaction and $0.6 million less cost incurred on the PUR1900 program, for which the winding down of the Phase 2b clinical trial was completed during the year ended December 31, 2024.

Current wording

Research and development expenses — Research and development expenses were less than $0.1 million for the three months ended September 30, 2025, as compared to $0.8 million for the three months ended September 30, 2024, a decrease of approximately $0.8 million. The decrease was primarily due to $0.6 million less employment and other operating cost following the MannKind Transaction and $0.2 million less cost incurred on the PUR1900 program, for which the winding down of the Phase 2b clinical trial was completed during the year ended December 31, 2024.

Previous wording

General and administrative expenses — General and administrative expenses were $3.4 million for the six months ended June 30, 2025, as compared to $3.6 million for the six months ended June 30, 2024, a decrease of approximately $0.3 million. The decrease was primarily due to $1.4 million of decreased employment and other operating costs, partially offset by $1.1 million of costs related to the Merger.

Current wording

General and administrative expenses — General and administrative expenses were $0.9 million for the three months ended September 30, 2025, as compared to $2.2 million for the three months ended September 30, 2024, a decrease of approximately $1.4 million. The decrease was primarily due to decreased employment, legal and professional services costs.

Previous wording

Revenues— No revenues were recognized for the six months ended June 30, 2025, as compared to $7.4 million for the six months ended June 30, 2024, a decrease of $7.4 million. The decrease is primarily related to completion of the wind down of the PUR1900 Phase 2b clinical trial during the year ended December 31, 2024.

Current wording

Revenues— No revenues were recognized for the nine months ended September 30, 2025, as compared to $7.8 million for the nine months ended September 30, 2024, a decrease of $7.8 million. The decrease is primarily related to completion of the wind down of the PUR1900 Phase 2b clinical trial during the year ended December 31, 2024.

Previous wording

Research and development expenses — Research and development expenses were less than $0.1 million for the six months ended June 30, 2025, as compared to $6.3 million for the six months ended June 30, 2024, a decrease of approximately $6.3 million. The decrease was primarily due to $4.5 million less employment and other operating cost following the MannKind Transaction, $1.7 million less cost incurred on the PUR1900 program, for which the winding down of the Phase 2b clinical trial was completed during the year ended December 31, 2024, and $0.1 million less cost incurred on the PUR3100 and PUR1800 programs.

Current wording

Research and development expenses — Research and development expenses were less than $0.1 million for the nine months ended September 30, 2025, as compared to $7.2 million for the nine months ended September 30, 2024, a decrease of approximately $7.1 million. The decrease was primarily due to $5.0 million less employment and other operating cost following the MannKind Transaction and $2.1 million less cost incurred on the PUR1900 program, for which the winding down of the Phase 2b clinical trial was completed during the year ended December 31, 2024.

Previous wording

General and administrative expenses — General and administrative expenses were $1.5 million for the three months ended June 30, 2025, as compared to $2.0 million for the three months ended June 30, 2024, a decrease of approximately $0.5 million. The decrease was primarily due to $0.9 million of decreased employment and other operating costs, partially offset by $0.4 million of costs related to the Merger.

Current wording

General and administrative expenses — General and administrative expenses were $4.2 million for the nine months ended September 30, 2025, as compared to $5.8 million for the nine months ended September 30, 2024, a decrease of approximately $1.6 million. The decrease was primarily due to $2.8 million of decreased employment and other operating costs, partially offset by $1.2 million of costs related to the Merger.

Previous wording

Through June 30, 2025, we incurred an accumulated deficit of $300.5 million, primarily as a result of expenses incurred through a combination of research and development activities related to our various product candidates and general and administrative expenses supporting those activities. We have financed our operations since inception primarily through the sale of preferred and common stock, the issuance of convertible promissory notes, term loans, and collaboration and license agreements. Our total cash and cash equivalents balance as of June 30, 2025, was $5.8 million.

Current wording

Through September 30, 2025, we incurred an accumulated deficit of $301.4 million, primarily as a result of expenses incurred through a combination of research and development activities related to our various product candidates and general and administrative expenses supporting those activities. We have financed our operations since inception primarily through the sale of preferred and common stock, the issuance of convertible promissory notes, term loans, and collaboration and license agreements. Our total cash and cash equivalents balance as of September 30, 2025, was $4.8 million.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2025, was $3.7 million, which was primarily the result of $3.4 million of net loss, $0.3 million of cash outflows associated with changes in operating assets and liabilities and less than $0.1 million in net non-cash adjustments.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2025, was $4.7 million, which was primarily the result of $4.2 million of net loss, $0.4 million of cash outflows associated with changes in operating assets and liabilities and less than $0.1 million in net non-cash adjustments.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2024, was $6.4 million, which was primarily the result of $5.0 million of net loss and $4.8 million in cash outflows associated with changes in operating assets and liabilities, partially offset by $3.4 million of net non-cash adjustments.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2024, was $9.5 million, which was primarily the result of $7.6 million of net loss and $5.4 million in cash outflows associated with changes in operating assets and liabilities, partially offset by $3.6 million of net non-cash adjustments.

Previous wording

No cash was used in investing activities for the six months ended June 30, 2025. Net cash used in investing activities for the six months ended June 30, 2024, was $0.4 million, which was due to purchases of property and equipment.

Current wording

No cash was used in investing activities for the nine months ended September 30, 2025. Net cash used in investing activities for the nine months ended September 30, 2024, was $0.4 million, which was due to purchases of property and equipment.

Previous wording

During the six months ended June 30, 2025, and 2024, no shares of our common stock were sold under the Sales Agreement.

Current wording

During the nine months ended September 30, 2025, and 2024, no shares of our common stock were sold under the Sales Agreement.