Pulmatrix and Cullgen mutually waive no solicitation clause in merger agreement

More than a year after agreeing to merge, DPI developer Pulmatrix, and biopharm Cullgen have agreed to waive a no solicitation clause included in the November 2024 merger agreement. According to the announcement, the companies made the move “in order to permit each party to explore alternate transactions while continuing to work toward merger approval from the China Securities Regulatory Commission (the “CSRC”).” Cullgen is headquartered in California and has a facility in Shanghai.

The companies reiterated that If the merger goes ahead, Pulmatrix would be absorbed into Cullgen. When the agreement was initially announced, Pulmatrix said that it would divest its inhalation assets, which included patents related to the iSPERSE particle engineering platformPUR1800, an inhaled dry powder narrow spectrum kinase inhibitor; and PUR3100 inhaled dry powder DHE.

Pulmatrix CEO Peter Ludlum commented, “Regarding the merger agreement that we signed in November 2024, our Form S-4 filing was declared effective in May 2025, and our stockholders approved the merger agreement and related transactions in June 2025. However, we have not yet received approval from the CSRC. Therefore, we feel that it is appropriate to explore any opportunistic transactions that may benefit our respective companies while still seeking approval from the CSRC.”

Read the Pulmatrix and Cullgen press release

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