8-K

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 13, 2017

PULMATRIX, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36199	46-1821392
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

99 Hayden Avenue, Suite 390

Lexington, MA 02421

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 357-2333

Not Applicable

(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 (see General Instruction A.2. below):

☐ 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))

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 13, 2017 (the “Effective Date”), Amit Munshi was appointed as a Class I director of the board of directors (the “Board”) and a member of the audit committee of Pulmatrix, Inc. (the “Company”), to serve for a term expiring at the next annual meeting of the Company’s 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 connection with his appointment to the Board, Mr. Munchi was granted a stock option on the Effective Date to purchase 8,800 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) with (i) an exercise price equal to the fair market value of a share of Common Stock on the date of grant, (ii) a term of ten years and (iii) one-fourth of the stock option vesting on the first anniversary of the date of grant and an additional 2.083% vesting on the last day of each of the thirty-six months that follow the first anniversary of the date of grant, provided that Mr. Munshi is providing services to the Company through the applicable vesting dates and subject to the terms and conditions of the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan and the Company’s standard form of stock option agreement.

Item 8.01 Other Events.

On June 15, 2017, the Company issued a press release announcing the appointment of Mr. Munshi to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated June 15, 2017.

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.

	PULMATRIX, INC.
Date: June 15, 2017	By:	/s/ William Duke, Jr.
		William Duke, Jr. Chief Financial Officer

EX-99.1

Exhibit 99.1

Amit D. Munshi Joins Pulmatrix’s Board of Directors

Mr. Munshi brings over 25 years of executive leadership experience in biotechnology and

pharmaceuticals to help Pulmatrix move through the next stage of company development.

LEXINGTON, MA – Pulmatrix, Inc. (NASDAQ: PULM), a pharmaceutical company developing innovative inhaled drugs for major lung diseases, has announced the appointment of Amit D. Munshi to the Pulmatrix Board of Directors. Mr. Munshi is currently President and CEO of Arena Pharmaceuticals, a biopharmaceutical company developing small molecule therapeutics across a number of important conditions.

Mr. Munshi has extensive experience in biotechnology and pharmaceuticals with an over 25 year record of accomplishments. Prior to Arena Pharmaceuticals, Mr. Munshi was previously the CEO of Epirus Biopharmaceuticals and held the same role at Percivia LLC (sold to Johnson & Johnson). From 2005 to 2010, Mr. Munshi was the Chief Business Officer and a co-founder of Kythera Biopharmaceuticals, which was later acquired by Allergan for $2.1 billion. Earlier in his career, Mr. Munshi held roles of increasing responsibility at Amgen globally in multiple product management, general management and corporate development positions.

“I am excited to be joining the Board and helping in the Company’s next stage of growth,” said Mr. Munshi. “As a lifelong sufferer of pulmonary disease, I am deeply passionate about the Company’s mission and innovative approach to treating the lungs with the iSPERSE technology.”

“Mr. Munshi brings a breadth of experience in our industry to the table including commercialization of products and business development,” said Pulmatrix CEO Robert W. Clarke, Ph.D. “His previous successes at biotechnology and pharmaceutical companies will broaden the scope of our Board as we move into our next stage of company growth and development of our pipeline programs.”

Mr. Munshi holds multiple undergraduate degrees from the University of California, Riverside, and an MBA from The Peter F. Drucker Graduate School at the Claremont Graduate University. Mr Munshi currently serves on the Board of Cytrellis Biosystems, Inc., a privately held company.

ABOUT PULMATRIX

Pulmatrix is a clinical stage biopharmaceutical company developing innovative inhaled therapies to address serious pulmonary disease using its patented iSPERSE^™ technology. The Company’s product pipeline is focused on advancing treatments for lung diseases, including opportunities in major pulmonary diseases through collaborations, like PUR0200, a branded generic in clinical development for chronic obstructive pulmonary disease (COPD) and PUR1900, a proprietary inhaled itraconazole formulation that could benefit severe asthmatics and patients with rare disease like cystic fibrosis. Pulmatrix also has in-licensed a series of novel anti-inflammatory molecules that are in development for COPD (PUR1800) and IPF (PUR5700). Pulmatrix’s product candidates are based on iSPERSE™, its proprietary 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 concerning the amount and use of proceeds the Company expects to receive from the sale of the shares of common stock in the registered direct offering, the closing of the transaction described in this press release, which is subject to customary conditions, and other statements that are not 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. The Company cautions that such statements involve risks and uncertainties that may materially affect the Company’s results of operations. 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, market and other conditions, the satisfaction of customary closing conditions related to the registered direct offering of common stock, 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 Securities and Exchange Commission, including its annual report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2017, 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

Robert Clarke, CEO

(781) 357-2333

rclarke@pulmatrix.com

William Duke, CFO

(781) 357-2333

wduke@pulmatrix.com