Pulmatrix, Inc. 8-K

What Happened

• Pulmatrix, Inc. announced that on February 28, 2026 it received a termination notice from Cullgen Inc., which terminated the Agreement and Plan of Merger and Reorganization dated November 13, 2024 (as amended April 7, 2025).
• The company disclosed the termination in a Form 8-K and issued a press release on March 2, 2026 (Exhibit 99.1). Under the Merger Agreement neither Pulmatrix nor Cullgen is required to pay a termination fee; each party will bear its own costs.

Key Details

• Termination notice received: February 28, 2026.
• Original Merger Agreement date: November 13, 2024; amended April 7, 2025.
• Financial impact disclosed: no termination fee payable by either party; each will bear its own expenses.
• Press release announcing the termination was furnished as Exhibit 99.1 on March 2, 2026.

Why It Matters

• The announced merger between Pulmatrix and Cullgen will not proceed, removing the previously disclosed path to combine the two businesses.
• There is no immediate cash penalty to Pulmatrix from this termination, but investors should note the change in the company’s reported corporate transaction plans and review future disclosures for any impacts on strategy, operations, or capital needs.
• For more detail, investors can read Pulmatrix’s Form 8-K and the March 2, 2026 press release (Exhibit 99.1).