Pulmatrix and Cullgen Waive 'No Solicitation' Clause in Merger Agreement
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, or CSRC. On November 13, 2024, the company entered into an agreement and plan of merger with Cullgen. On June 16, 2025, the company's stockholders approved the merger. The closing of the merger is subject to certain 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. If the proposed Merger is completed, the business of Cullgen will continue as the business of the combined company. The company's total cash and cash equivalents balance as of September 30, 2025, was $4.8M. The company anticipates that its cash position is sufficient to fund its operations into at least Q4 of 2026.
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Funding Announcement: Pulmatrix Inc. has secured $19 million in financing to advance its clinical candidate PTc-2105.
Target Indications: The funding will support the development of PTc-2105 for the treatment of sarcopenia and age-related diseases.
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- Merger Agreement: Pulmatrix Inc. has agreed to merge with Eos SENOLYTIX, Inc., with the combined entity set to operate under the Eos SENOLYTIX name and trade on Nasdaq as 'EOSX', marking a strategic shift towards enhancing health span.
- Financing Support: The merger is backed by $19 million in new private financing, including a $1 million investment into Pulmatrix and bridge financing for Eos, which will facilitate the advancement of Eos's lead candidate PTC-2105, indicating strong market confidence in the technology.
- Technological Innovation: Eos's MitoXcel AI-driven geropeptide technology aims to improve body composition by increasing lean mass and reducing visceral fat rather than merely focusing on weight loss, showcasing the company's innovative approach in obesity treatment that could redefine traditional methodologies.
- Shareholder Structure Change: Following the merger, Pulmatrix shareholders are expected to own about 6% of the combined company, while Eos shareholders and financing participants will hold approximately 94%, reflecting Eos's dominant position in the merger, which is anticipated to close in mid-2026.
- Merger Announcement: Pulmatrix Inc. has announced a definitive agreement to merge with Eos Senolytix Inc., with the transaction expected to close in mid-2026, marking a significant strategic expansion for the company as it will trade under the name Eos Senolytix on Nasdaq.
- Equity Structure Change: Post-merger, pre-merger Pulmatrix shareholders are expected to own approximately 6% of the combined entity, while Eos shareholders will hold about 94%, which will influence future governance and decision-making processes within the new company.
- Financing Support: The transaction includes $19 million in private financing, which features a $1 million investment in Pulmatrix, with proceeds aimed at supporting the development of Eos's MitoXcel platform and its lead clinical candidate PTC-2105, targeting age-related diseases.
- Leadership Transition: Following the merger, Eos CEO Kevin Slawin is expected to lead the combined company, a leadership change that could significantly impact the strategic direction and market performance of the new entity.
- Acquisition Details: Gyre Therapeutics announced its acquisition of Cullgen in an all-stock transaction valued at approximately $300 million, with Cullgen set to become a wholly owned subsidiary, and the deal expected to close in early Q2 2026 pending U.S. regulatory approvals.
- Market Reaction: Following the announcement, GYRE's shares rose by 8%, indicating a positive market response to the acquisition, although the stock has lost 22% over the past 12 months, reflecting cautious optimism among investors regarding future growth prospects.
- Challenges for Pulmatrix: Pulmatrix's stock plummeted 36% after the termination of its merger agreement with Cullgen, and the company is now actively seeking alternative merger opportunities, highlighting the uncertainty and pressure faced in the industry consolidation landscape.
- Regulatory Hurdles: Pulmatrix noted that it did not receive the necessary approval from the China Securities Regulatory Commission, which led to the termination of the deal with Cullgen, underscoring the complexities and potential risks associated with cross-border transactions.









