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

Date of Report (Date of earliest event reported): June 23, 2020

PULMATRIX, INC.

(Exact name of registrant as specified in its charter)

99 Hayden Avenue, Suite 390

Lexington, MA 02421

(Address of principal executive offices) (Zip Code)

(781) 357-2333

(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:

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

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer.

On June 23, 2020, Steve Gillis, Ph.D. tendered his resignation from the board of directors (the “Board”), and all Board committees, of Pulmatrix, Inc. (the “Company”), effective on September 1, 2020. The resignation of Dr. Gillis was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On June 23, 2020, the Board appointed Christopher Cabell as a Class I director to serve for a term expiring at the next annual meeting of stockholders at which the term of the Class I directors expires or until his successor is duly elected and qualified, or his earlier death, resignation or removal. In addition, Dr. Cabell was appointed to the Company’s compensation committee of the Board. In connection with Dr. Cabell’s appointment to the Board, Dr. Cabell (i) was granted an award of stock options to purchase 30,000 shares of the Company’s common stock, par value $0.0001 per share, at an exercise price of $1.95 per share, 25% of which will vest on the first anniversary of the grant date and an additional 2.083% will vest on the last day of each of the 36 months that follow the first anniversary of the grant date, provided Dr. Cabell is providing services to the Company on the applicable vesting date and (ii) will receive an annual retainer of $30,000, payable in four quarterly payments. For his services as a member of the compensation committee, Dr. Cabell will also receive an annual retainer of $3,000, payable in four quarterly payments.

On June 26, 2020, the Company issued a press release announcing Dr. Cabell’s appointment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Pulmatrix Announces Changes to Board of Directors

LEXINGTON, Mass., June 26, 2020 / PRNewswire/ – Pulmatrix, Inc. (NASDAQ: PULM), a clinical stage biopharmaceutical company developing innovative inhaled therapies to serious pulmonary and non-pulmonary disease using its patented iSPERSE™ technology, announced upcoming changes to its Board of Directors.

“First, I want to thank Steve for almost eleven years of strategic guidance as a Director. All of us at Pulmatrix deeply appreciate Steve and everything he has done to help Pulmatrix advance its mission to commercialize transformational medicines for patients,” said Ted Raad, Chief Executive Officer of Pulmatrix. Ted Raad continued, “With a diverse product pipeline entering various stages of global clinical development, I am pleased to announce the appointment of Dr. Chris Cabell to the Board of Directors. Dr. Cabell’s extensive research and development experience will be a resource for strategic guidance as we look to advance multiple clinical programs in the future.”

Dr. Chris Cabell is the Executive Vice President, Head of Research and Development, and Chief Medical Officer at Arena Pharmaceuticals. Prior to joining Arena, Dr. Cabell spent 10 years at Quintiles Inc and QuintilesIMS in a variety of management positions including Chief Medical and Scientific Officer, Global Head of Medical and Project Management, and Global Head of Business Development. Prior to joining Quintiles, Dr. Cabell was on faculty at Duke University School of Medicine in the Division of Cardiology. Dr. Cabell is a Fellow of the American College of Cardiology and has over 100 peer reviewed publications including in the New England Journal of Medicine, JAMA, and Annals of Internal Medicine. Board certified in both internal medicine and cardiovascular diseases, Dr. Cabell is a honors graduate of Pennsylvania State University and Duke University, earning both his Medical Degree and a Masters in Health Sciences from the latter.

Dr. Cabell said, “I believe that the products in the Pulmatrix pipeline have the potential to address significant unmet needs for patients with respiratory and other diseases. I look forward to working with the Board of Directors and management to help advance this important pipeline of products.”

About Pulmatrix

Pulmatrix is a clinical stage biopharmaceutical company developing innovative inhaled therapies to address serious pulmonary and non-pulmonary disease using its patented iSPERSE™ technology. The Company’s proprietary product pipeline is initially focused on advancing treatments for serious lung diseases, including Pulmazole, an inhaled anti-fungal for patients with allergic bronchopulmonary aspergillosis (“ABPA”), and PUR1800, a narrow spectrum kinase inhibitor in lung cancer. Pulmatrix’s product candidates are based on iSPERSE™, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release that are forward-looking and not statements of historical fact are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements of historical fact, and may be identified by words such as “anticipates,” “assumes,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “guides,” “intends,” “is confident that”, “may,” “plans,” “seeks,” “projects,” “targets,” and “would,” and their opposites and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited to, the impact of the novel coronavirus (COVID-19) on the Company’s ongoing and planned clinical trials; the geographic, social and economic impact of COVID-19 on the Company’s ability to conduct its business and raise capital in the future when needed; delays in planned clinical trials; the ability to establish that potential products are efficacious or safe in preclinical or clinical trials; the ability to establish or maintain collaborations on the development of therapeutic candidates; the ability to obtain appropriate or necessary governmental approvals to market potential products; the ability to obtain future funding for developmental products and working capital and to obtain such funding on commercially reasonable terms; the Company’s ability to manufacture product candidates on a commercial scale or in collaborations with third parties; changes in the size and nature of competitors; the ability to retain key executives and scientists; and the ability to secure and enforce legal rights related to the Company’s products, including patent protection. A discussion of these and other factors, including risks and uncertainties with respect to the Company, is set forth in the Company’s filings with the SEC, including its annual report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2020 as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact

Timothy McCarthy, CFA

212.915.2564

tim@lifesciadvisors.com