Pulmatrix Inc 2025年度报告

FORM 10-K/A(Amendment No. 1) (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to__________ Commission file number: 001-36199 PULMATRIX, INC.(Exact name of registrant as specified in its charter) Delaware46-1821392(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 945 Concord Street, Suite 1217Framingham, MA01701(Address of principal executive offices)(Zip Code) (888) 355-4440Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.0001 per sharePULMThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates computed by reference tothe price at which the common equity was last sold, as of June 30, 2025, the last business day of registrant’s most recently completedsecond fiscal quarter, was $25,200,594. As of June 15, 2026, the registrant had 3,652,285 shares of common stock, par value $0.0001 per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to the Annual Report on Form 10-K of Pulmatrix, Inc. (the“Company”) for the fiscal year ended December 31, 2025, originally filed with the U.S. Securities and Exchange Commission (the“SEC”) on February 26, 2026 (the “Original Filing”), is being filed solely to correct a typographical error in the date of the Report ofIndependent Registered Public Accounting Firm included in Part II, Item 8 of the Original Filing. In accordance with Rule 12b-15under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is also including the entire text of Part II,Item 8 of the Original Filing in this Amendment No. 1. However, there have been no changes to the text of such Part II, Item 8, otherthan the change stated in the first sentence of this paragraph. Pursuant to the rules of the SEC, Part IV, Item 15 has also been amended to contain the currently dated certifications from theCompany’s principal executive officer and principal financial officer pursuant to Section 302 and Section 906 of the Sarbanes-OxleyAct of 2002 as Exhibits 31.1 and