Pulmatrix and Cullgen Announce Strategic Merger, Poised To Transform Healthcare Innovation

Pulmatrix, a clinical-stage biopharmaceutical company, has entered into a merger agreement with Cullgen Inc., a privately-held, clinical-stage biotech firm. Cullgen is advancing its proprietary uSMITE™ platform, which uses innovative E3 ligands to develop targeted protein degraders and degrader-antibody conjugates (DACs) aimed at treating cancer and other diseases. In 2023, Cullgen successfully completed a Series C funding round, with leadership from AstraZeneca-CICC Venture Capital Partnership, and secured a strategic partnership with Astellas Pharma Inc.

Once the merger is finalised, Pulmatrix shareholders are expected to own around 3.6% of the new company, while Cullgen shareholders will own about 96.4%. The merged company will operate under the Cullgen name, be based in San Diego, CA, and be listed on the Nasdaq Capital Market. 

Pulmatrix shareholders will also receive a special cash dividend if Pulmatrix’s net cash at closing exceeds $2.5 million, with some adjustments. The merger is expected to close by the end of March 2025, pending approval from shareholders and the China Securities Regulatory Commission (CSRC). When the merger is completed, Ying Luo, Ph.D., Cullgen's Chairman and CEO, will lead the executive team of the new company. The Cullgen Board of Directors will also include one representative from Pulmatrix.

Ying Luo, Ph.D., said in a statement, "I'm delighted to announce this planned merger with Pulmatrix, which comes at a pivotal moment in the evolution of our company as we advance our pipeline of targeted protein degraders into clinical development for cancer and other diseases.  Listing on Nasdaq will help fuel our growth and enable us to unlock the full potential of our technology platform, including our plans to develop and advance degrader-antibody conjugates and additional targeted protein degraders into the clinic."

Peter Ludlum, Interim Chief Executive Officer of Pulmatrix, further added, "Following a thorough evaluation of strategic alternatives, the Pulmatrix board of directors and management team believe that this anticipated transaction represents an opportunity to deliver value to our stockholders. We anticipate that this merger will allow our stockholders to participate in Cullgen's promising research and development activities and also provide a benefit in the form of a potential dividend component immediately prior to the close of the merger. Prior to transaction closing, we will attempt to increase cash available for the special dividend by divesting corporate assets including PUR1800, PUR3100, and the patent portfolio for iSPERSE™.”