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.
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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.
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