Pulmatrix Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.02 Termination of a Material Definitive Agreement.
On February 28, 2026, Pulmatrix, Inc. (the “Company” or “Pulmatrix”) received a termination notice (the “Notice”) from Cullgen Inc. (“Cullgen”) pursuant to which Cullgen informed the Company that in accordance with Sections 11.7 and 10.1(b) of that certain Agreement and Plan of Merger and Reorganization, dated as of November 13, 2024, as amended by Amendment No. 1 thereto dated as of April 7, 2025 (the “Merger Agreement”), by and among the Company, Pulmatrix and PCL Merger Sub, Inc. and PCL Merger Sub Inc. II, LLC, Cullgen was terminating the Merger Agreement and all related transactions thereunder.
Neither the Company nor Cullgen will be required to pay any termination fee as a result of the termination of the Merger Agreement. The Company and Cullgen will each bear their respective costs and expenses related to the Merger Agreement and the transactions contemplated thereby in accordance with the terms of the Merger Agreement.
Item 7.01 Regulation FD Disclosure.
On March 2, 2026, the Company issued a press release announcing the receipt from Cullgen of the Notice in connection with the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 2, 2026 (furnished pursuant to Item 7.01) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PULMATRIX, INC. | ||
| Date: March 2, 2026 | By: | /s/ Peter Ludlum |
| Peter Ludlum | ||
| Interim Chief Executive Officer and Interim Chief Financial Officer | ||