UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): June 16, 2025

Date of Report (Date of earliest event reported): May 15, 2025

PULMATRIX, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36199

46-1821392

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

945 Concord Street, Suite 1217

945 Concord Street

Suite 1217

Framingham, Massachusetts

01701

(Address of principal executive offices)

(Zip Code)

~~Framingham,~~Registrant’s MAtelephone ~~01701~~number, including area code: (888) 355-4440

(Address of principal executive offices) (Zip Code)

(888) 355-4440

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		PULM		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~As previously disclosed, on November 13, 2024, Pulmatrix, Inc., a Delaware 2corporation (“Pulmatrix” or the “Company”) and Cullgen Inc.02, ~~Results~~a Delaware corporation (“Cullgen”), entered into an Agreement and Plan of ~~Operations~~Merger and ~~Financial~~Reorganization, ~~Condition~~as amended by Amendment No. 1 thereto on April 7, 2025 (the “Merger Agreement”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, among other things, PCL Merger Sub, Inc., a direct, wholly owned subsidiary of Pulmatrix, will merge with and into Cullgen, with Cullgen surviving as a wholly owned subsidiary of Pulmatrix, and the surviving corporation of the merger (the “Merger”). Pulmatrix following the Merger is referred to herein as the “Combined Company.”

~~On May~~Item ~~15, 2025, Pulmatrix, Inc~~5.07 ~~issued~~Submission aof ~~press~~Matters ~~release~~to ~~announcing its financial results for the first fiscal quarter ended March 31, 2025, and provided~~ a ~~corporate~~Vote ~~update. A copy~~ of ~~the~~Security ~~press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.~~Holders

In ~~accordance~~ connection with ~~General~~the ~~Instruction~~Merger, ~~B.2~~Pulmatrix ofheld a ~~Form~~special ~~8-K,~~meeting in lieu of the ~~information~~annual inmeeting ~~this~~of ~~Current~~Pulmatrix ~~Report~~stockholders on ~~Form~~June ~~8-K~~16, ~~including~~2025, ~~Exhibit~~at 998:30 a.1,m. ~~being~~Eastern Time (the “Special ~~furnished~~Meeting”), ~~pursuant~~at towhich ~~Item~~the ~~2.02,~~Pulmatrix ~~shall~~stockholders ~~not~~voted beon ~~deemed~~the proposals set forth below relating to bethe ~~“filed”~~Merger ~~for~~Agreement. The proposals are described in detail in the ~~purposes~~Company’s ofdefinitive ~~Section~~proxy 18statement/prospectus offiled with the U.S. Securities and Exchange Commission ~~Act~~(the of“SEC”) ~~1934~~and declared effective on May 9, 2025 (as amended, (the “~~Exchange~~Proxy ~~Act~~Statement/Prospectus”), orand ~~otherwise~~first ~~subject~~ mailed to the ~~liabilities~~Pulmatrix ofstockholders ~~that~~on ~~section~~May 9, ~~and~~2025. ~~shall~~The ~~not~~final bevoting ~~incorporated by~~results ~~reference~~regarding ~~into~~each ~~any~~proposal ~~registration~~are ~~statement~~set orforth ~~other~~below. ~~document~~There ~~filed~~were ~~under~~3,652,285 shares ~~the~~of ~~Securities~~Pulmatrix ~~Act~~common ofstock ~~1933,~~outstanding asand ~~amended~~entitled to vote on May 1, or2025, the ~~Exchange~~record ~~Act~~date for the Special Meeting, and 2,124,526 ~~except~~shares asof ~~shall~~Pulmatrix becommon ~~expressly~~stock ~~set~~were ~~forth~~represented in person or by ~~specific~~proxy ~~reference~~at inthe ~~such~~Special ~~filing~~Meeting, which number constituted a quorum.

~~Item 9~~Proposal No.01 ~~Financial~~1: ~~Statements~~To approve (i) the issuance of shares of Pulmatrix common stock, which will represent more than 20% of the shares of Pulmatrix common stock outstanding immediately prior to the Merger, a copy of which is attached as Annex A-1, including the amendment thereto, to the Proxy Statement/Prospectus, to stockholders of Cullgen, pursuant to the terms of the Merger Agreement, and ~~Exhibits~~(ii) the change of control resulting from the Merger, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively (“Proposal No. 1”).

~~(d)~~This proposal was approved by the requisite ~~Exhibits~~vote of Pulmatrix stockholders.

Exhibit No.		Description
For			Against		Abstain		Broker Non-Votes
99.1		Press Release dated May 15, 2025*
	798,652			65,788		2,428		1,257,658
104		Cover Page Interactive Data File (formatted as Inline XBRL)

*Proposal ~~This~~No. ~~exhibit~~2: isTo ~~furnished~~approve ~~pursuant~~an amendment to ~~Item~~the ~~2.02~~amended and ~~shall~~restated ~~not~~certificate beof ~~deemed~~incorporation of Pulmatrix, as amended (the “Pulmatrix Charter”), to beeffect a reverse stock split of Pulmatrix’s issued and outstanding common stock at a ratio determined by the Pulmatrix board of directors and agreed to by Cullgen, of one new share of Pulmatrix common stock for every 2 to 10 shares (or any number in between) of outstanding Pulmatrix common stock in the form attached as Annex B to the Proxy Statement/Prospectus (the “~~filed~~Reverse Stock Split Proposal” or “Proposal No. 2”).

Filing Compare · Pulmatrix, Inc.