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): September 25, 2020

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

On September 25, 2020, the board of directors (the “Board”) of Pulmatrix, Inc. (the “Company”) appointed Todd Bazemore as a Class I director, effective October 1, 2020, 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, Mr. Bazemore was appointed to the Company’s nomination and corporate governance committee of the Board. In connection with Mr. Bazemore’s appointment to the Board, (i) on October 1, 2020 (the “Grant Date”), Mr. Bazemore will be granted an award of stock options to purchase 30,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at an exercise price equal to the closing price of the Common Stock on the Grant Date, 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 Mr. Bazemore is providing services to the Company on the applicable vesting date and (ii) Mr. Bazemore will receive an annual retainer of $30,000, payable in four quarterly payments. For his services as a member of the nomination and corporate governance committee, Mr. Bazemore will also receive an annual retainer of $5,000, payable in four quarterly payments.

On September 29, 2020, the Company issued a press release announcing Mr. Bazemore’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

Exhibit
Number	Description
99.1	Press Release, dated September 29, 2020

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: September 29, 2020	By:	/s/ Teofilo Raad
		Teofilo Raad
		Chief Executive Officer

EX-99.1

Exhibit 99.1

September 29, 2020

Pulmatrix Strengthens Board of Directors with Appointment of Todd Bazemore

LEXINGTON, MA – Pulmatrix, Inc. (NASDAQ: PULM), a clinical stage biopharmaceutical company developing innovative inhaled therapies to address serious pulmonary and non-pulmonary disease using its patented iSPERSE™ technology, today announced the appointment of Todd Bazemore, a biopharmaceutical executive with significant experience in respiratory diseases, rare diseases, business development, and capital markets, to its Board of Directors, effective October 1, 2020.

“I believe that Todd will be a great addition to our Board of Directors,” said Ted Read, Chief Executive Officer of Pulmatrix. “He brings expertise in respiratory disease, including asthma and COPD, as well as significant rare disease experience while with Dyax and Santhera. Coupled with capital markets experience and an extensive track record in business development with acquisitions and transformative deals, Todd is a great addition to the Board. We look forward to his strategic guidance as we advance our mission to develop inhaled therapies in respiratory diseases and other diseases of significant unmet need.”

Mr. Bazemore is a biopharmaceutical executive with more than 25 years of experience spanning from ultra-rare orphan diseases to large primary care conditions. He is currently the Chief Operating Officer of Kala Pharmaceuticals, a company focused on the discovery, development and commercialization of innovative therapies for diseases of the eye. Prior to joining Kala Pharmaceuticals in 2017, Mr. Bazemore served as Executive Vice President and Chief Operating Officer of Santhera Pharmaceuticals (USA), Inc. Prior to joining Santhera U.S., he served as Executive Vice President and Chief Commercial Officer of Dyax Corp. before its acquisition by Shire Plc in January of 2016. Prior to joining Dyax, Mr. Bazemore was at Sunovion Pharmaceuticals, Inc. (previously Sepracor Inc., prior to its acquisition by Sumitomo Dainippon Pharma Co., Ltd), where he served in several roles of increasing responsibility, including Vice President of the Respiratory Business Unit.

“I’m excited to have the opportunity to work with Ted and the leadership team as they advance the current respiratory programs and to leverage the iSPERSE™ platform with the goal of growing the company’s pipeline,” said Mr. Bazemore.

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, including the failure to maintain our collaboration with Cipla Technologies, LLC; 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