공지 • Mar 02
Cullgen Inc. cancelled the acquisition of Pulmatrix, Inc. (NasdaqCM:PULM) in a reverse merger transaction.
Cullgen Inc. executed term sheet to acquire Pulmatrix, Inc. (NasdaqCM:PULM) for $280 million in a reverse merger transaction on October 29, 2024. Cullgen Inc. entered into an Agreement to acquire Pulmatrix, Inc. (NasdaqCM:PULM) in a reverse merger transaction on November 13, 2024. The exchange ratio assumes a valuation for Cullgen of $280 million. The combined company will operate under the name Cullgen Inc., be headquartered in San Diego, CA and trade on The Nasdaq Capital Market. Pulmatrix may be required to pay Cullgen a termination fee of $0.42 million and in certain other circumstances, Cullgen may be required to pay Pulmatrix a termination fee of either $2.8 million or $8.4 million. The transaction is subject to approval by Pulmatrix stockholders of the Pulmatrix Voting Proposals, approval by the requisite Cullgen stockholders of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, Nasdaq’s approval of the listing of the shares of Pulmatrix common stock to be issued in connection with the Merger, the effectiveness of the Registration Statement, to the extent Pulmatrix has declared the cash dividend described above, Pulmatrix delivering the aggregate amount distributable to the pre-First Merger Pulmatrix stockholders to Pulmatrix’s transfer agent for further distribution to the pre-First Merger Pulmatrix stockholders and (6) approval from the China Securities Regulatory Commission. Each party’s obligation to consummate the Merger is also subject to other specified customary conditions, including regarding the accuracy of the representations and warranties of the other party, subject to the applicable materiality standard, and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the Closing. The transaction has been unanimously approved by the target and acquirer board. The proposed Merger is anticipated to close in June 2025. As of May 9, 2025, the registration statement was declared effective. As of June 16, 2025 Pulmatrix stockholders approved the transaction. As of August 6, 2025, the transaction is expected to close in 2025. On December 18, 2025, Pulmatrix and Cullgen have mutually agreed to waive the “No Solicitation” clause in the Merger Agreement signed in November 2024 in order to permit each party to explore alternate transactions while continuing to work toward merger approval from the China Securities Regulatory Commission.
Wedbush PacGrow is serving as exclusive strategic financial advisor to Cullgen in the U.S. Cullgen's legal counsel is Ryan Murr, Branden Berns and Maricel Montano of Gibson, Dunn & Crutcher LLP and DeHeng Law Office. Pulmatrix is advised by MTS Health Partners, L.P. and its legal counsel is Rick A. Werner, Simin Sun, Larry Shosid, Thomas M. Hogan and Alok Choksi of Haynes and Boone, LLP. Lucid Capital Markets, LLC is providing a fairness opinion to Pulmatrix's Board of Directors. Lucid received a fee for the Lucid Opinion of $0.4 million. Campaign Management LLC acted as information agent to Pulmatrix. Pulmatrix will pay the fees of Campaign Management, which Pulmatrix expects to be approximately $0.012 million plus reimbursement of out-of-pocket expenses. VStock Transfer, LLC acted as transfer agent to Pulmatrix. Lucid Capital Markets, LLC acted as financial advisor to Pulmatrix.
Cullgen Inc. cancelled the acquisition of Pulmatrix, Inc. (NasdaqCM:PULM) in a reverse merger transaction on February 28, 2026.