Pulmatrix (PULM) M&A Announcement summary

Deal rationale and strategic fit

• Merger aims to create a well-funded public company focused on targeted protein degraders and DACs, leveraging Cullgen's technology and expertise.

• Definitive merger agreement executed to combine efforts on developing a leading pipeline of protein degradation product candidates.

• Combined entity will operate under the Cullgen name and focus on advancing a differentiated clinical pipeline for oncology and pain.

• Strategic goal is to access capital markets and accelerate development of innovative therapies for cancer and pain.

Financial terms and conditions

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

• Combined company expected to have around $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, if net cash at closing exceeds $2.5 million, subject to adjustments.

Integration plans and timeline

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

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

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