Pulmatrix (PULM) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates a well-funded public company focused on targeted protein degraders and DACs, leveraging Cullgen's technology and expertise to address unmet needs in cancer, pain, and autoimmune diseases.

• The combined entity will operate under the Cullgen name, advancing a pipeline of innovative therapeutics and leveraging the USMITE platform and proprietary E3 ligands for a competitive advantage.

• The company aims to revolutionize drug discovery, particularly for non-opioid pain therapies and novel cancer treatments, by targeting previously undruggable disease proteins.

Financial terms and conditions

• Cullgen shareholders will own approximately 96.4% and Pulmatrix shareholders about 3.6% of the combined company upon closing.

• The combined company is expected to have $65 million in cash at closing, funding operations through 2026.

• Pulmatrix stockholders may receive a dividend and proceeds from asset sales, including specific drug candidates and IP, and a special cash dividend if net cash at closing exceeds $2.5 million.

Integration plans and timeline

• The merger is expected to close by the end of March 2025 or in the first half of 2025, pending stockholder and CSRC approval.

• The combined company will trade on the Nasdaq Capital Market under the Cullgen name upon closing.

• The existing Cullgen management team will lead the combined company, with the board supplemented by one Pulmatrix representative.