Pulmatrix Inc美股招股说明书(2025-05-09版)

YOUR VOTE IS VERY IMPORTANT To the Stockholders of Pulmatrix, Inc. and Cullgen Inc., Pulmatrix, Inc., a Delaware corporation (“Pulmatrix”) and Cullgen Inc., a Delaware corporation (“Cullgen”), entered into an Agreement and Plan of Mergerand Reorganization on November13, 2024, as amended by Amendment No. 1 thereto on April 7, 2025 (the “Merger Agreement”), pursuant to which, among othermatters, PCL Merger Sub, Inc., a direct, wholly owned subsidiary of Pulmatrix (“Merger Sub”), will merge with and into Cullgen, with Cullgen surviving as awholly 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.” At the effective time of the Merger (the “Effective Time”): (i) each then-outstanding share of Cullgen common stock, other than dissenting shares, will beconverted into the right to receive a number of shares of Pulmatrix common stock equal to the exchange ratio described in more detail in the section titled “TheMerger Agreement—Exchange Ratio” beginning on page145of the accompanying proxy statement/prospectus (the “Exchange Ratio”); (ii) each then-outstandingshare of Cullgen preferred stock, other than dissenting shares, will be converted into the right to receive a number of shares of Pulmatrix common stock equal to thenumber of shares of Cullgen common stock issuable upon conversion of such share of Cullgen preferred stock multiplied by the Exchange Ratio; and (iii) eachoutstanding and unexercised option to purchase shares of Cullgen common stock, whether vested or unvested, will be assumed by Pulmatrix and will be convertedinto an option to purchase shares of Pulmatrix common stock, with necessary adjustments to reflect the Exchange Ratio and as set forth in the Merger Agreement.See the section titled “The Merger Agreement—Treatment of Cullgen Options” beginning on page147of the accompanying proxy statement/prospectus. In connection with the Merger: (i) each share of Pulmatrix common stock that is issued and outstanding at the Effective Time will remain issued andoutstanding and such shares, subject to the proposed Pulmatrix reverse stock split, will be unaffected by the Merger; (ii) each option to acquire shares of Pulmatrixcommon stock outstanding but then not vested or exercisable shall be accelerated in full; (iii) each option to acquire shares of Pulmatrix common stock with anexercise price per share greater than $10.00 per share shall be cancelled for no consideration; (iv) each option to acquire shares of Pulmatrix common stock with anexercise price less than or equal to the Pulmatrix Closing Price (as defined in the Merger Agreement as the “Parent Closing Price”) will be converted into the right toreceive the number of shares underlying such Pulmatrix option, reduced as set forth in the Merger Agreement; (v) each option to acquire shares of Pulmatrixcommon stock with an exercise price greater than the Pulmatrix Closing Price, but less than $10.00per share, will remain outstanding; and (vi) each warrant toacquire shares of Pulmatrix common stock that is outstanding and unexercised immediately prior to the Effective Time shall survive the closing of the Merger (the“Closing”) and remain outstanding in accordance with its terms; provided that the holders of any such warrants which remain outstanding following closing mayelect to require Pulmatrix to pay such holders cash in exchange for the termination of the remaining unexercised portion of such warrants if contemplated by theterms of such warrants. See the sections titled “The Merger Agreement—Treatment of Pulmatrix Common Stock,” “The Merger Agreement—Treatment of PulmatrixOptions” and “The Merger Agreement—Treatment of Pulmatrix Warrants” beginning on pages148,133and148of the accompanying proxy statement/prospectus,respectively. Based on Pulmatrix’s and Cullgen’s capitalization and Pulmatrix’s cash position, each as of November13, 2024, each share of Cullgen capital stock iscurrently estimated to be entitled to receive approximately 1.2491 shares of Pulmatrix common stock. This estimated exchange ratio does not give effect to theproposed Pulmatrix reverse stock split and is subject to adjustment if Pulmatrix’s estimated Net Cash (as defined in the Merger Agreement as the “Parent Net Cash”)at the closing of the Merger is less than $2,500,000 or if there is a change to the number of shares underlying Pulmatrix’s stock options or warrants that areoutstanding and in the money immediately prior to the Effective Time as described in more detail in the section titled “The Merger Agreement—Exchange Ratio”beginning on page145of the accompanying proxy statement/prospectus. Immediately after the Merger, based solely on the estimated exchange ratio as described in the accompanying proxy statement/prospectus, Pulmatrixsecurityholders as of immediately prior to the Merger are expected to own approximately 3.6145% of the outstanding shares of the C