Pulmatrix, Inc.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
View on SEC.govAbout 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.
Jun 30, 2025 · Filed Aug 6, 2025
PULM$1.38-1.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010533
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent 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 OperationsThe 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 83 previous paragraphs and 86 current paragraphs.
68 unchanged; 12 reworded; 3 added; 3 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 7 previous and 10 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 (3)
Current report
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 report
Comparison of the Six Months Ended June 30, 2025, and 2024
Current report
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.
Removed paragraphs (3)
Previous report
Subsequent Events
Previous report
Amendment No. 1 to Agreement and Plan of Merger and Reorganization
Previous report
On April 7, 2025, Cullgen, Pulmatrix and the Merger Subs entered into Amendment No. 1 to the Agreement and Plan of Merger and Reorganization (“Amendment No. 1”) which, among other things, (i) makes a clarifying amendment to the fractional shares provision in the Merger Agreement and (ii) revises the transaction structure from a two-step merger to a one-step merger, such that the Contemplated Second Merger will no longer occur, and Merger Sub I will merge with and into Cullgen, with Cullgen surviving as a wholly owned subsidiary of Pulmatrix and the surviving corporation of the merger (the “Merger”).
Reworded paragraphs (12)
Previous wording
The closing of the Merger is subject to approval by our stockholders and Cullgen stockholders, as well as other customary closing conditions, including the effectiveness of a registration statement filed with the SEC in connection with the transaction, Nasdaq’s approval of the listing of the shares of our common stock to be issued in connection with the Merger, and approval from the China Security Regulatory Commission. If the Merger is completed, the business of Cullgen will continue as the business of the combined company. We are currently seeking opportunities to monetize our existing clinical assets.
Current wording
If the Merger is completed, the business of Cullgen will continue as the business of the combined company. We are currently seeking opportunities to monetize iSPERSE™ and our existing clinical assets.
Previous wording
Our future operations are highly dependent on the success of the Merger and there can be no assurances that the Merger will be successfully consummated. There can be no assurance that the strategic review process or any transaction relating to a specific asset, including the Merger and any asset sale, will result in the Company pursuing such a transaction, or that any transactions, if pursued, will be completed on terms favorable to the Company and its stockholders in the existing Pulmatrix entity or any possible entity that results from a combination of entities. If the strategic review process is unsuccessful, and if the Merger is not consummated, the Pulmatrix board of directors may decide to pursue a dissolution and liquidation of the Company.
Current wording
Our future operations are highly dependent on the success of the Merger and there can be no assurances that the Merger will be successfully consummated. There can be no assurance that the strategic review process or any transaction relating to a specific asset, including the Merger and any asset sale, will result in us pursuing such a transaction, or that any transactions, if pursued, will be completed on terms favorable to us and our stockholders in the existing Pulmatrix entity or any possible entity that results from a combination of entities. If the strategic review process is unsuccessful, and if the Merger is not consummated, the Pulmatrix board of directors may decide to pursue a dissolution and liquidation of the Company.
Previous wording
To date, we have not generated any product sales. No revenues were recognized for the three months ended March 31, 2025, and the revenues for the three months ended March 31, 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 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.
Previous wording
Research and development activities are 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
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.
Previous wording
Revenues— No revenues were recognized for the three months ended March 31, 2025, as compared to $5.9 million for the three months ended March 31, 2024, a decrease of $5.9 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 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.
Previous wording
General and administrative expenses — General and administrative expenses were $1.8 million for the three months ended March 31, 2025, as compared to $1.6 million for the three months ended March 31, 2024, an increase of approximately $0.2 million. The increase was primarily due to $0.7 million of costs related to the Merger, partially offset by decreased employment and other operating costs.
Current 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.
Previous wording
Research and development expenses — Research and development expenses were less than $0.1 million for the three months ended March 31, 2025, as compared to $3.5 million for the three months ended March 31, 2024, a decrease of approximately $3.5 million. The decrease was primarily due to $2.2 million less employment and other operating cost following the MannKind Transaction, $1.2 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, 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 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.
Previous wording
Through March 31, 2025, we incurred an accumulated deficit of $299.0 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 March 31, 2025, was $7.7 million.
Current 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.
Previous wording
Net cash used in operating activities for the three months ended March 31, 2024, was $2.7 million, which was primarily the result of $4.0 million in cash outflows associated with changes in operating assets and liabilities, partially offset by $0.8 million of net income and $0.5 million of net non-cash adjustments.
Current 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.
Previous wording
Net cash used in operating activities for the three months ended March 31, 2025, was $1.8 million, which was primarily the result of $1.8 million of net loss and $0.1 million in net non-cash adjustments, partially offset by $0.1 million of cash outflows associated with changes in operating assets and liabilities.
Current 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.
Previous wording
No cash was used in investing activities for the three months ended March 31, 2025. Net cash used in investing activities for the three months ended March 31, 2024 was due to purchases of property and equipment.
Current 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.
Previous wording
During the three months ended March 31, 2025, and 2024, no shares of our common stock were sold under the Sales Agreement.
Current wording
During the six months ended June 30, 2025, and 2024, no shares of our common stock were sold under the Sales Agreement.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
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 report — wording carried from elsewhere
The following table sets forth our results of operations for each of the periods set forth below (in thousands):
Current report — wording carried from elsewhere
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.