Pulmatrix, Inc. (NASDAQ: PULM) and Cullgen Inc. (NASDAQ: CULL) announced that they have mutually waived the No‑Solicitation clause in their November 2024 merger agreement. The waiver, effective immediately, allows each company to pursue alternative transactions while continuing to seek approval from the China Securities Regulatory Commission (CSRC).
The waiver does not alter the terms of the merger agreement. Under the deal, Cullgen shareholders will own 96.4 % of the combined company and Pulmatrix shareholders 3.6 %. The companies reaffirmed that the merger remains the primary objective, but the flexibility to negotiate other deals is intended to protect shareholder value if CSRC approval stalls or is denied.
Pulmatrix reported cash and cash equivalents of $4.8 million as of September 30 2025, a balance that is expected to fund operations into at least the fourth quarter of 2026. The company’s negative free cash flow of nearly $6 million over the past twelve months underscores the urgency of closing the merger or securing an alternative transaction to avoid a liquidity shortfall.
Strategically, the merger combines Pulmatrix’s iSPERSE™ inhaled delivery platform with Cullgen’s uSMITE™ protein‑degradation technology. The original agreement implied a valuation of $280 million for Cullgen, based on an exchange ratio that reflects the relative strengths of the two pipelines. Pulmatrix’s pipeline includes inhaled candidates for acute migraine (PUR3100), COPD (PUR1800), and an antifungal partnership with Cipla (PUR1900).
The primary regulatory hurdle remains CSRC approval, which is the final condition for closing the merger. The CSRC review process can be lengthy and complex, and the waiver provides a contingency plan while the companies await the regulator’s decision.
Peter Ludlum, interim CEO of Pulmatrix, said, “While we continue to pursue CSRC approval, we believe it is prudent to explore opportunistic transactions that could benefit our shareholders. The waiver gives us the flexibility to act if the regulatory review does not proceed as expected.”
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