PULMHIGH SIGNALMANAGEMENT10-K

PULM has progressed significantly toward completing its merger with Cullgen Inc., with stockholder approval secured and regulatory approvals pending, while simultaneously winding down its R&D operations.

The company has moved from exploring strategic alternatives to having a concrete merger agreement with stockholder approval in place, indicating the transaction is likely to close pending final regulatory clearances from Nasdaq and Chinese authorities. This represents a fundamental transformation of the business rather than organic operations, with the company effectively in a transition period between its legacy pharmaceutical development activities and becoming the parent of Cullgen.

Comparing 2026-02-26 vs 2025-03-21View on EDGAR →
FINANCIAL ANALYSIS

The financial profile reflects a company in transition, with R&D expenses nearly eliminated as the company winds down its legacy operations, while operating losses and cash burn improved meaningfully but remain substantial. Total assets declined significantly from $9.9M to $4.1M, primarily driven by cash consumption, while liabilities decreased by 67% to $329K, suggesting the company has been settling obligations ahead of the merger. The overall picture shows PULM conserving resources while awaiting merger completion rather than pursuing active business operations.

FINANCIAL STATEMENT CHANGES
R&D Expense
P&L
-99.5%
$7.2M→$38K

R&D spending cut 99.5% — could signal cost discipline or concerning reduction in innovation investment.

Interest Expense
P&L
-71.1%
$643K→$186K

Interest expense declined — debt repayment or refinancing at lower rates improving earnings quality.

Total Liabilities
Balance Sheet
-67%
$996K→$329K

Liabilities reduced 67% — deleveraging improves balance sheet strength and financial flexibility.

Current Liabilities
Balance Sheet
-64.6%
$929K→$329K

Current liabilities reduced — improved short-term financial position and working capital health.

Total Assets
Balance Sheet
-58.4%
$9.9M→$4.1M

Total assets contracted 58.4% — asset sales, write-downs, or balance sheet optimization underway.

Current Assets
Balance Sheet
-58.4%
$9.9M→$4.1M

Current assets declined 58.4% — monitor working capital adequacy and short-term liquidity.

Stockholders Equity
Balance Sheet
-57.4%
$8.9M→$3.8M

Equity declined sharply — large losses, buybacks, or write-downs reducing book value significantly.

Cash & Equivalents
Balance Sheet
-57.1%
$9.5M→$4.1M

Cash declined 57.1% — significant cash burn or deployment; verify adequacy of remaining liquidity runway.

Operating Cash Flow
Cash Flow
+49.3%
-$10.7M→-$5.4M

Operating cash flow surged 49.3% — exceptional cash generation, highest quality earnings signal.

Operating Income
P&L
+47.1%
-$9.8M→-$5.2M

Operating leverage kicking in — revenue growth outpacing cost growth, a hallmark of scaling businesses.

LANGUAGE CHANGES
NEW — 2026-02-26
PRIOR — 2025-03-21
ADDED
As of February 23, 2026, the registrant had 3,652,285 shares of common stock, par value $ 0.0001 per share, issued and outstanding.
2 After a comprehensive review of strategic alternatives, including identifying and reviewing potential candidates for a strategic transaction, on November 13, 2024, we entered into the Agreement and Plan of Merger and Reorganization, as amended by Amendment No.
1, the Merger Agreement ), pursuant to which, among other matters, PCL Merger Sub, Inc., our direct wholly owned subsidiary, will merge with and into Cullgen Inc.
( Cullgen ), with Cullgen surviving as our wholly owned subsidiary and the surviving corporation of the merger (the Merger ).
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 Securities Regulatory Commission ( CSRC ) pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises (the Trial Measures ), 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.
REMOVED
As of March 17, 2025, the registrant had 3,652,285 shares of common stock, par value $0.0001 per share, issued and outstanding.
and PCL Merger Sub, Inc., both Delaware corporations, and PCL Merger Sub II, LLC, a Delaware limited liability company.
The closing of the Merger (the Closing ) is subject to approval by Pulmatrix 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 Pulmatrix 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 (the Combined Company ).
We are currently seeking opportunities to monetize our existing clinical assets.
We are exploring opportunities to monetize these clinical assets in connection with the Merger.
As of December 31, 2024, our patent portfolio related to iSPERSE included approximately 149 granted patents, 19 of which are granted US patents, with expiration dates from 2024 to 2037, and approximately 50 additional pending patent applications in the US and other jurisdictions.
Position the Company to be able to consider strategic alternatives.
Continue our cost saving measures which have included the wind down of the Phase 2b study for PUR1900 and the assignment of our long-term lease of our Bedford facility pursuant to those certain agreements by and between us, MannKind Corporation ( MannKind ) and Cobalt Propco 2020, LLC (the MannKind Transaction ) to conserve our cash resources as we consider strategic alternatives for the Company.
Therapeutic Candidates PUR3100 In 2020, we developed PUR3100, the iSPERSE formulation of DHE, for the treatment of acute migraine.
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