Pulmatrix and Cullgen Waive 'No Solicitation' Clause in Merger Agreement
Written by Emily J. Thompson, Senior Investment Analyst
Updated: Dec 18 2025
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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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About PULM
Pulmatrix, Inc. is a biopharmaceutical company. The Company is focused on the development of novel inhaled therapeutic products intended to prevent and treat migraine and respiratory diseases with unmet medical needs using its patented iSPERSE technology. The Company’s proprietary product pipeline includes treatments for central nervous system (CNS) disorders such as acute migraine and serious lung diseases such as Chronic Obstructive Pulmonary Disease (COPD) and allergic bronchopulmonary aspergillosis (ABPA). Pulmatrix’s product candidates are based on its proprietary engineered dry powder delivery platform, iSPERSE, which seeks to enhance therapeutic delivery to the lungs by optimizing pharmacokinetics and reducing systemic side effects to improve patient outcomes. iSPERSE is a proprietary technology that allows a broad range of drugs to be formulated as small, dense, and dispersible particles for efficient drug delivery and deep penetration into the lungs.
About the author
Emily J. Thompson
Emily J. Thompson, a Chartered Financial Analyst (CFA) with 12 years in investment research, graduated with honors from the Wharton School. Specializing in industrial and technology stocks, she provides in-depth analysis for Intellectia’s earnings and market brief reports.
Pulmatrix and Cullgen Update on Merger Approval Process
- Merger Agreement Progress: Pulmatrix and Cullgen have mutually agreed to waive the 'No Solicitation' clause in their merger agreement, allowing both parties to explore alternative transactions while still seeking approval from the China Securities Regulatory Commission, which could open new strategic collaboration opportunities.
- Regulatory Approval Delay: Despite Pulmatrix's merger agreement receiving shareholder approval in June 2025, the lack of approval from the China Securities Regulatory Commission may impact the final completion timeline of the merger and the company's future funding operations.
- Cash Flow Status: As of September 30, 2025, Pulmatrix reported a cash and cash equivalents balance of $4.8 million, which is anticipated to be sufficient to fund operations into the fourth quarter of 2026 based on current operational efficiencies and spending priorities, providing a financial buffer during the merger process.
- Clinical Assets and Technology: Pulmatrix focuses on developing inhaled therapeutic products for migraine and respiratory diseases using its proprietary iSPERSE™ technology, which aims to optimize drug delivery and improve patient outcomes, showcasing the company's innovative potential in the biopharmaceutical sector.
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Pulmatrix and Cullgen Update on Merger Approval Process
- Merger Agreement Progress: Pulmatrix and Cullgen have mutually agreed to waive the 'No Solicitation' clause in their merger agreement, allowing both parties to explore alternative transactions while still seeking approval from the CSRC, which may open new opportunities for both companies.
- Regulatory Approval Delay: Despite Pulmatrix's merger agreement receiving shareholder approval in June 2025, the lack of approval from the CSRC may affect the final completion timeline of the merger, increasing uncertainty for stakeholders.
- Financial Position: As of September 30, 2025, Pulmatrix reported cash and cash equivalents of $4.8 million, which is anticipated to fund operations into the fourth quarter of 2026, indicating prudent financial management amidst ongoing merger discussions.
- Clinical Asset Development: Pulmatrix's iSPERSE™ technology shows promise across multiple clinical assets, particularly with PUR3100 receiving FDA IND approval and PUR1800 demonstrating favorable results in a Phase 1b study for AECOPD, suggesting potential market opportunities ahead.
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