Pulmatrix, Inc. announced a definitive merger agreement with Cullgen Inc., a privately-held, clinical-stage biopharmaceutical company. Upon the closing of the proposed transaction, pre-merger Pulmatrix stockholders are expected to own approximately 3.6% of the combined company, while pre-merger Cullgen stockholders are expected to own approximately 96.4%. The combined entity will operate under the name Cullgen Inc., be headquartered in San Diego, CA, and trade on The Nasdaq Capital Market.
As part of the merger agreement, Pulmatrix intends to divest its existing assets, including its acute migraine candidate PUR3100, other development candidates, and its proprietary iSPERSE™ technology. Pulmatrix stockholders are also slated to receive a special cash dividend to the extent that Pulmatrix's net cash at closing exceeds $2.5 million, subject to certain adjustments. The transaction is anticipated to close by the end of March 2025, contingent upon obtaining stockholder and China Security Regulatory Commission (CSRC) approval.
The combined company is expected to have approximately $65 million of cash and cash equivalents at closing, providing funding through multiple clinical milestones and an anticipated runway through 2026. Cullgen currently has three degrader programs in or about to initiate Phase 1 clinical trials, including CG001419 for solid tumors and acute/chronic pain, and CG009301 for blood cancers, marking a significant shift in the strategic focus for the new entity.
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