Pulmatrix merger with Cullgen terminated; seeks alternative merger opportunities

Pulmatrix, Inc.

Cullgen terminated the Merger Agreement on Feb 28, 2026 citing failure to obtain China Securities Regulatory Commission approval.
No termination fee payable by either party; each will bear its own costs and expenses.
Pulmatrix continues pursuing alternative reverse merger opportunities, encouraged by industry activity.
Prior mutual waiver of no-solicitation clause had already allowed each party to explore alternate transactions.

item 1.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Pulmatrix, Inc. terminated Agreement and Plan of Merger and Reorganization with Cullgen Inc. (effective 2026-02-28).

Action: termination
Agreement: merger
Counterparty: Cullgen Inc.
Effective: 2026-02-28

Exact text from the filing

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.

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Source: SEC EDGAR

accession 0001493152-26-008449

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