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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): August 8, 2022

 

 

 

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.)

 

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:

 

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 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 2.02 Results of Operations and Financial Condition.

 

On August 8, 2022, Pulmatrix, Inc. (the “Company”) issued a press release announcing its financial results for the second fiscal quarter ended June 30, 2022 and provided a corporate update. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, being furnished pursuant to Item 2.02, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
99.1   Press Release dated August 8, 2022*
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

* This exhibit is furnished pursuant to Item 2.02 and shall not be deemed to be “filed.”

 

 

 

 

SIGNATURES

 

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

 

  PULMATRIX, INC.
     
Date: August 10, 2022 By: /s/ Teofilo Raad
    Teofilo Raad
    Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

Pulmatrix Announces Second Quarter 2022 Financial Results and Provides Corporate Update

 

Pulmazole is on track for Phase 2b study start in Q1 2023

 

PUR3100 Phase 1 study is underway with data anticipated in Q4 2022

 

Ends Q2 with $42.9 million in cash and cash equivalents

 

LEXINGTON, Mass., August 8, 2022 — Pulmatrix, Inc. (NASDAQ: PULM), a clinical-stage biopharmaceutical company developing innovative inhaled therapies to address serious disease using its patented iSPERSE™ technology, today announced second quarter financial results for 2022 and provided a corporate update related to its development programs.

 

Ted Raad, Chief Executive Officer of Pulmatrix commented, “Our focus this quarter has been on advancing both PUR3100 and Pulmazole towards important data catalysts. We initiated patient dosing for PUR3100, our orally inhaled dihydroergotamine (DHE), in a Phase 1 study with data anticipated in Q4 2022. In addition to safety and tolerability, the study will evaluate the pharmacokinetics of PUR3100 and intravenous dihydroergotamine (DHE). This will allow us to better understand the potential efficacy and tolerability profile of PUR3100.” Mr. Raad continued, “We also commenced study start-up activities for the Pulmazole Phase 2b study and remain on track to initiate patient dosing in Q1 2023. Pulmazole has the potential to be the first approved therapy for treatment of Allergic Bronchopulmonary Aspergillosis (ABPA) in patients with Asthma.”

 

Second Quarter 2022 and Recent Program Highlights

 

Pulmazole (PUR1900)

 

Pulmatrix initiated study start-up activities for the Phase 2b efficacy study of Pulmazole, which will include a 16-week dosing regimen and potential registration endpoints that would potentially support a registrational trial.

 

PUR3100

 

On July 12, 2022, Pulmatrix announced the dosing of the first five subjects in a Phase 1 trial. To date, the trial has enrolled 23 of 24 patients and top-line data is anticipated in Q4 2022.

 

PUR1800

 

Pulmatrix is analyzing data from the completed Phase 1b clinical study of PUR1800 for future publication and conducting further modeling to inform the Phase 2 study design.

 

 

 

 

 

Second Quarter 2022 Financial Results

 

Revenue was $1.3 million for the second quarter ended June 30, 2022, compared to $2.2 million for the same period in 2021, a decrease of $0.9 million. The decrease in revenue was due to no revenues recorded for this period for the PUR1800 program offset by a $1.0 million increase in revenues recorded this period over same period in 2021 on the Cipla Agreement for Pulmazole (PUR1900).

 

For the three months ended June 30, 2022, research and development expenses were $4.3 million compared to $4.5 million for the same period in 2021, a decrease of $0.2 million. The decrease was primarily due to decreased spending of $0.9 million in preclinical and clinical costs related to the PUR 1800 program and $0.5 million in preclinical and manufacturing costs related to the PUR 3100 program, partially offset by increased spending of $0.6 million in clinical and manufacturing costs related to the Pulmazole program, $0.5 million in employment costs and $0.1 million in facility costs.

 

General and administrative expenses were unchanged at $1.6 million for the three months ended June 30, 2022 compared to the same period in 2021.

 

Total cash and cash equivalents balance as of June 30, 2022 was $42.9 million. Pulmatrix expects its existing cash and cash equivalents as of June 30, 2022 will enable it to fund operating expenses and capital expenditure into Q2 2024.

 

On February 28, Pulmatrix completed a reverse stock-split at a ratio of 1-for-20 (the “Reverse Split”) which reduced the number of outstanding shares of the Company’s common stock from approximately 65.9 million shares to 3.3 million shares.

 

 

 

 

 

PULMATRIX, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

 

  

June 30, 2022

  

December 31, 2021

 
   (unaudited)      
Assets          
Current assets:          
Cash and cash equivalents  $42,905   $53,840 
Restricted cash   153    - 
Accounts receivable   645    67 
Prepaid expenses and other current assets   2,142    871 
Total current assets   45,845    54,778 
Property and equipment, net   306    321 
Operating lease right-of-use asset   1,407    2,093 
Long-term restricted cash   1,472    1,625 
Other long-term assets   368    - 
Total assets  $49,398   $58,817 
Liabilities and stockholders’ equity          
Current liabilities:          
Accounts payable   728    839 
Accrued expenses   1,610    1,233 
Operating lease liability   1,702    1,431 
Deferred revenue   1,561    939 
Total current liabilities   5,601    4,442 
Deferred revenue, net of current portion   5,358    6,069 
Operating lease liability, net of current portion   -    857 
Total liabilities   10,959    11,368 
Commitments and contingencies (Note 12)          
Stockholders’ equity:          
Preferred stock, $0.0001 par value — 500,000 shares authorized at June 30, 2022 and December 31, 2021; 6,746 shares designated Series A convertible preferred stock; no and 1,830 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively   -    1,081 
Common stock, $0.0001 par value — 200,000,000 shares authorized at June 30, 2022 and December 31, 2021; 3,387,172 and 3,222,037 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively   -    - 
Additional paid-in capital   302,647    301,008 
Accumulated deficit   (264,208)   (254,640)
Total stockholders’ equity   38,439    47,449 
Total liabilities and stockholders’ equity  $49,398   $58,817 

 

 

 

 

 

PULMATRIX, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except share and per share data)

 

  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2022   2021   2022   2021 
Revenues  $1,331   $2,254   $2,491   $3,644 
Operating expenses                    
Research and development   4,337    4,541    8,486    8,397 
General and administrative   1,553    1,562    3,527    3,181 
Total operating expenses   5,890    6,103    12,013    11,578 
Loss from operations   (4,559)   (3,849)   (9,522)   (7,934)
Other income (expense)                    
Interest income   15    2    16    5 
Other expense, net   (51)   (5)   (62)   (27)
Total other expense, net   (36)   (3)   (46)   (22)
Net loss  $(4,595)  $(3,852)  $(9,568)  $(7,956)
Net loss per share attributable to common stockholders – basic and diluted  $(1.36)  $(1.37)  $(2.87)  $(3.10)
Weighted average common shares outstanding – basic and diluted   3,372,090    2,812,454    3,334,891    2,565,984 

 

About Pulmatrix, Inc.

 

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 includes treatments for serious lung diseases, such as allergic bronchopulmonary aspergillosis (“ABPA”), Chronic Obstructive Pulmonary Disease (“COPD”), and neurologic disorders such as acute migraine. Pulmatrix’s product candidates are based on its proprietary engineered dry powder delivery platform, iSPERSE™, 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 letter 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,”, “extended”, “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; 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 most recent Annual Report on Form 10-K, 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

917-679-9282

tim@lifesciadvisors.com