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Proposed merger anticipated to close in 2025

As part of the proposed merger, Pulmatrix currently intends to divest its assets including its proprietary dry powder delivery technology, 颈厂笔贰搁厂贰鈩�, which enables delivery of small or large molecule drugs to the lungs by inhalation

FRAMINGHAM, Mass., Aug, 6, 2025 /PRNewswire/ -- Pulmatrix, Inc.听("Pulmatrix" or the "Company") (Nasdaq: PULM), a biopharmaceutical company that has focused on the development of novel inhaled therapeutic products intended to prevent and treat migraine and respiratory diseases with important unmet medical needs using its patented 颈厂笔贰搁厂贰鈩� technology, today announced second quarter financial results for 2025 and provided a corporate update.

Peter Ludlum, Interim Chief Executive Officer of Pulmatrix, commented, "Our focus in the second quarter has been to advance steps to complete the proposed merger with Cullgen, a privately held, clinical-stage biopharmaceutical company focused on the discovery and development of targeted protein degrader therapies for the treatment of pain, cancer and other diseases. During the quarter, the SEC declared our registration statement effective and our stockholders approved the Merger, which will be completed subject to certain closing conditions, including approval from Nasdaq and the China Security Regulatory Commission. If consummated, the proposed merger would create a Nasdaq-listed company focusing on targeted protein degradation technology with three degrader programs in Phase 1 clinical trials 鈥� two for the treatment of cancer and one for the treatment of acute and chronic pain. As part of the proposed merger, Pulmatrix is currently in a process to potentially divest its patent portfolio for our 颈厂笔贰搁厂贰鈩� technology, as well as three related clinical programs."

Proposed Merger with Cullgen

As previously reported, on November 13, 2024, the Company entered into an agreement and plan of merger with Cullgen Inc. ("Cullgen"), PCL Merger Sub, Inc. and PCL Merger Sub II, LLC, as amended by Amendment No. 1 thereto on April 7, 2025 (the "Merger Agreement" and such transaction, the "Merger").

Additional information about the Merger Agreement and proposed Merger was previously disclosed in a registration statement on Form S-4 (File No. 333-284993) initially filed with the Securities and Exchange Commission (the "SEC") on February 14, 2025, as amended on April 17, 2025, and May 7, 2025, and declared effective on May 9, 2025.

On June 16, 2025, the Company held a special meeting in lieu of the annual meeting of Pulmatrix stockholders, at which the Company's 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.

The proposed Merger is anticipated to close in 2025, subject to the satisfaction of the aforementioned closing conditions, among others, however the exact timing of the consummation of the proposed Merger cannot be predicted. If the proposed Merger is completed, the business of Cullgen will continue as the business of the combined company.

Pulmatrix Currently Seeking Divestment of Clinical Assets and Proprietary 颈厂笔贰搁厂贰鈩� Technology

颈厂笔贰搁厂贰鈩� Technology

• 颈厂笔贰搁厂贰鈩� particles are engineered with a small, dense and dispersible profile to exceed the performance of traditional dry powder particles as the 颈厂笔贰搁厂贰鈩� particles have the dispersibility advantages of porous engineered particles. Pulmatrix believes this results in superior drug delivery compared to traditional oral and injectable forms of treatment for certain diseases.
• As of June 30, 2025, Pulmatrix's patent portfolio related to 颈厂笔贰搁厂贰鈩� included approximately 146 granted patents, 18 of which are granted U.S. patents, and approximately 54 additional pending patent applications in the U.S. and other jurisdictions.

PUR3100

• PUR3100 is an orally inhaled dihydroergotamine ("DHE") engineered with Pulmatrix's 颈厂笔贰搁厂贰鈩� dry powder inhalation technology for the treatment of acute migraine.
• In 2023, Pulmatrix announced the Food and Drug Administration's acceptance of an Investigational New Drug ("IND") application for PUR3100 and receipt of a "study may proceed" letter to proceed with a Phase 2 study, positioning PUR3100 as a Phase 2-ready asset. The IND includes a Phase 2 clinical protocol where safety and preliminary efficacy of PUR3100 will be investigated in patients with acute migraine.
• The Phase 2 IND builds on the Phase 1 trial results of PUR3100, which were published in 2024 in a peer-reviewed publication, Headache: The Journal of Head and Face Pain.
• The study showed that PUR3100 achieved peak exposures in the targeted therapeutic range and time to maximum concentration occurred at five minutes after dosing at all dosing levels. The PUR3100 dose groups also showed a lower incidence of nausea and no vomiting compared to observations of nausea and vomiting in the intravenously ("IV") administered DHE dose group.

PUR1800

• PUR1800 is a Narrow Spectrum Kinase Inhibitor ("NSKI"), engineered with our 颈厂笔贰搁厂贰鈩� technology, for the treatment of acute exacerbations in chronic obstructive pulmonary disease ("AECOPD"). In 2023, Pulmatrix presented complete results from a Phase 1b study of PUR1800 for AECOPD, indicating PUR1800 was safe and well tolerated with no observed safety signals. The topline data, along with the results from chronic toxicology studies, support the continued development of PUR1800 for the treatment of AECOPD and other inflammatory respiratory diseases.

PUR1900

• PUR1900 is the Company's inhaled 颈厂笔贰搁厂贰鈩� formulation of the antifungal drug itraconazole for indications where an orally inhaled antifungal may provide a therapeutic benefit or fulfill an unmet medical need.
• The Company completed all Phase 2b wind down activities in the third quarter of 2024. With the study wind down complete, Pulmatrix bears no further financial responsibility for the development of PUR1900.
• The Company's partner Cipla has continued clinical development outside the United States and has advised us that they have completed their Phase 2 study in India and have been approved by India's Central Drug Standard Control Organization to proceed with a Phase 3 clinical trial.
• Should Cipla successfully market PUR1900 outside the United States, Pulmatrix will receive 2% royalties on any potential future net sales by Cipla outside the United States. Within the United States, the Company and Cipla will seek to monetize PUR1900 for indications where an orally inhaled antifungal may provide a therapeutic benefit or fulfill an unmet medical need.

Second Quarter 2025 Financial Results

Revenues decreased approximately $1.6 million to $0 for the three months ended June 30, 2025, compared to $1.6 million for the three months ended June 30, 2024. 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.

Research and development expenses decreased approximately $2.8 million to less than $0.1 million for the three months ended June 30, 2025, compared to $2.8 million for the three months ended June 30, 2024. The decrease was primarily due to winding down the PUR1900 Phase 2b clinical trial, disposal of the Company's lab and facilities lease and employee terminations.

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

The Company's total cash and cash equivalents balance as of June 30, 2025, was $5.8 million. The Company anticipates that its cash position, based on operational efficiencies and prioritization of spending, is sufficient to fund its operations at least through the anticipated closing of the proposed Merger with Cullgen.

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About Pulmatrix, Inc.
Pulmatrix is a biopharmaceutical company that has focused on the development of novel inhaled therapeutic products intended to prevent and treat migraine and respiratory diseases with important unmet medical needs using its patented 颈厂笔贰搁厂贰鈩� technology. The Company's proprietary product pipeline includes treatments for central nervous system ("CNS") disorders such as acute migraine and serious lung diseases such as Chronic Obstructive Pulmonary Disease ("COPD") and allergic bronchopulmonary aspergillosis ("ABPA"). Pulmatrix's product candidates are based on its proprietary engineered dry powder delivery platform, 颈厂笔贰搁厂贰鈩�, which seeks to improve therapeutic delivery to the lungs by optimizing pharmacokinetics and reducing systemic side effects to improve patient outcomes.

About 颈厂笔贰搁厂贰鈩� Technology
Pulmatrix's innovative particle engineering technology creates dry powder, which solves limitations of conventional inhaled technologies and expands the universe of inhalable drug therapies. 颈厂笔贰搁厂贰鈩� is a proprietary technology that allows a broad range of drugs to be formulated as small, dense, and dispersible particles for highly efficient drug delivery and deep penetration into the lungs. 颈厂笔贰搁厂贰鈩� can efficiently deliver small molecules, drug combinations, peptides, proteins, and nucleic acids via the respiratory system for the treatment of both respiratory and non-respiratory diseases.

For more on the Company's inhaled product candidates please visit:
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Forward-Looking Statements
Certain statements in this press release that are forward-looking and not statements of historical fact are forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include, but are not limited to, statements of historical fact and may be identified by words such as "anticipates," "assumes," "believes," "can," "could," "estimates," "expects," "forecasts," "guides," "intends," "is confident that", "may," "plans," "seeks," "projects," "targets," and "would," and their opposites and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited to, the consummation of and the exact timing of the proposed Merger with Cullgen and satisfaction of closing conditions thereunder, among others; the Company's ability to divest its clinical assets on terms favorable to the Company, or at all, the Company's ability to maintain compliance with the listing standards of the Nasdaq Capital Market; the Company's ability to conduct its business and raise capital in the future when needed; delays in planned clinical trials; the ability to establish that potential products are efficacious or safe in preclinical or clinical trials; the ability to establish or maintain collaborations on the development of therapeutic candidates; the ability to obtain appropriate or necessary governmental approvals to market potential products; the ability to obtain future funding for developmental products and working capital and to obtain such funding on commercially reasonable terms; the Company's ability to manufacture product candidates on a commercial scale or in collaborations with third parties; changes in the size and nature of competitors; the ability to retain key executives and scientists; the ability to secure and enforce legal rights related to the Company's products, including patent protection. A discussion of these and other factors, including risks and uncertainties with respect to the Company, including the proposed Merger with Cullgen, is set forth in the Company's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, as may be supplemented or amended by the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact:
Chuck Padala
Managing Director
LifeSci Advisors
646-627-8390
[email protected]听

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SOURCE Pulmatrix Inc.