0001493152-20-021033.txt : 20201112 0001493152-20-021033.hdr.sgml : 20201112 20201112090527 ACCESSION NUMBER: 0001493152-20-021033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20201112 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20201112 DATE AS OF CHANGE: 20201112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pulmatrix, Inc. CENTRAL INDEX KEY: 0001574235 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 461821392 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36199 FILM NUMBER: 201303825 BUSINESS ADDRESS: STREET 1: 99 HAYDEN AVENUE STREET 2: SUITE 390 CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: (781) 357-2333 MAIL ADDRESS: STREET 1: 99 HAYDEN AVENUE STREET 2: SUITE 390 CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: Ruthigen, Inc. DATE OF NAME CHANGE: 20130411 8-K 1 form8k.htm

 

 

  

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): November 12, 2020

 

PULMATRIX, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36199   46-1821392
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   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 November 12, 2020, Pulmatrix, Inc. issued a press release announcing its financial results for the third fiscal quarter ending September 30, 2020. 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, is being furnished pursuant to Item 2.02 and shall not be deemed “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, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
99.1   Press Release dated November 12, 2020

 

   
 

 

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: November 12, 2020 By: /s/ Teofilo Raad
    Teofilo Raad
    Chief Executive Officer

 

   

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

 

Pulmatrix Reports Third Quarter 2020 Financial Results and Business Updates

 

Focused pipeline with multiple potential clinical and regulatory milestones in 2021

 

Pulmatrix to receive escalating royalties from partner Sensory Cloud upon sales of FEND,

an OTC nasal hygiene product proven to reduce airborne respiratory droplets

 

Completed warrant exercise raising approximately $13.6 million in gross proceeds

to advance ongoing programs

 

LEXINGTON, Mass., November 12, 2020 – 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 reports its Q3 2020 financial results and provides a business update.

 

“Our efforts this quarter have enabled Pulmatrix to emerge with a focused clinical strategy that leverages our iSPERSE™ formulated candidates to address both respiratory and non-respiratory indications,” said Ted Raad, Chief Executive Officer of Pulmatrix. “We look forward to 2021 as we plan to progress all of our programs. PUR1800 is planned to begin a clinical trial in early 2021, moving us closer to a potential licensing agreement with J&J for development and commercialization in lung cancer. We are also pleased to advance our first non-respiratory program in acute migraine and believe our inhaled iSPERSE™ formulation may be uniquely suited to address the significant unmet need in the growing migraine market. In addition, after a planned Type-C meeting with the FDA in early 2021, we plan to finalize the protocol for a more impactful Pulmazole Phase 2b study in asthma patients with allergic bronchopulmonary aspergillosis that will include a longer study duration and potential Phase 3 enabling efficacy endpoints.”

 

Key Highlights and Development Updates

 

  Announced in October the commercial launch of FEND with our partner Sensory Cloud. FEND is an OTC nasal hygiene product that is comprised of proprietary Pulmatrix NasoCalm formulations (PUR003 and PUR006) of sodium chloride and calcium chloride salts licensed from Pulmatrix. It is designed to provide, among other potential benefits, an ability to suppress the exhalation of droplets of airway lining fluid, which can transmit airborne infection. Commercial launch provided immediate, broad availability of FEND, with Pulmatrix to receive escalating royalties from worldwide revenues on product sales.
     
  Pulmatrix anticipates initiating its Phase 1b study evaluating PUR1800, its iSPERSE enabled narrow spectrum kinase inhibitor (NSKI), in patients with stable COPD in the first half of 2021. This safety and biomarker study, designed to bridge the lactose formulation to the iSPERSE™ formulation, is expected to be a randomized, double-blind, 3-way crossover study with safety and tolerability endpoints, as well as additional endpoints for pulmonary function, pharmacokinetics, pharmacodynamics and target engagement.
     
  Pulmatrix is advancing PUR3100, its inhaled candidate for acute migraine and is on-track to identify its lead formulation for non-clinical PK studies by the end of 2020. The Company intends to complete a 14-day GLP toxicology study in 2021, and based on clinical and regulatory precedents, intends to initiate Phase 1 and Phase 1b studies in the first quarter of 2022, targeting a registration enabling Phase 3 study in 2023.

 

 1 

 

 

  Pulmatrix and Cipla intend to initiate a Phase 2b study designed with a longer treatment duration and key phase 3 enabling efficacy endpoints when the potential risk to both patient safety and to patient enrollment, presented by the ongoing COVID-19 pandemic, is reduced to an acceptable level for patients with this serious respiratory condition.

 

Corporate Updates

 

  Appointed 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.
     
  Strengthened balance sheet with a warrant exercise transaction raising gross proceeds of $13.6 million in July which will support ongoing preclinical and clinical programs for Pulmazole, PUR1800, other pipeline assets and general working capital needs.

 

Third Fiscal Quarter Financial Summary

 

As of September 30, 2020, Pulmatrix had $34.5 million in cash compared to $23.4 million as of December 31, 2019.

 

Pulmatrix generated $4.4 million of revenue in the third quarter of 2020, compared to $1.4 million in the third quarter of 2019. The revenue for the second quarter of 2020 was the result of the collaboration and licensing agreements with Cipla and JJEI, respectively.

 

Research and development expenses for the third quarter of 2020 and 2019 were $3.9 million and $3.3 million, respectively. Included in the third quarter 2020 costs were pre-clinical toxicology and Chemistry, Manufacturing and Controls costs for the PUR1800 program and clinical study costs incurred for the Phase 2 Pulmazole study.

 

General and administrative expenses for the third quarter of 2020 and 2019 were $1.8 million. Included in the third quarter 2020 costs were general operating expenses such as employment, lab and office lease, legal, patent and audit fees.

 

Net loss was $10.6 million for the third quarter of 2020 and $3.6 million for the third quarter of 2019. The net loss for the third quarter 2020 was primarily due to warrant inducement expense of $9.3 million and manufacturing costs for the upcoming PUR1800 Phase 1b clinical study and the recently terminated Pulmazole Phase 2 study. The net loss for the third quarter of 2019 was due to spend on the Pulmazole Phase 2 study.

 

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.

 

 2 

 

 

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

 

 3 

 

 

PULMATRIX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

 

  

At September 30,

2020

  

At December 31,

2019

 
   (unaudited)     
Assets          
Current assets:          
Cash and cash equivalents  $34,508   $23,440 
Accounts receivable   1,217    7,200 
Prepaid expenses and other current assets   1,394    777 
Total current assets   37,119    31,417 
Property and equipment, net   332    270 
Operating lease right-of-use asset   1,724    630 
Long-term restricted cash   204    204 
Goodwill   3,577    3,577 
Total assets  $42,956   $36,098 
Liabilities and stockholders’ equity          
Current liabilities:          
Accounts payable  $630   $600 
Accrued expenses   2,389    2,514 
Common stock payable   2,292     
Operating lease liability   997    675 
Deferred revenue   4,258    13,411 
Total current liabilities   10,566    17,200 
Operating lease liability, net of current portion   898     
Deferred revenue, net of current portion   7,992    7,879 
Total liabilities   19,456    25,079 
Commitments (Note 9)          
Stockholders’ equity:          
Preferred stock, $0.0001 par value — 500,000 authorized and 0 issued and outstanding at September 30, 2020 and December 31, 2019        
Common stock, $0.0001 par value — 200,000,000 shares authorized; 34,407,483 and 19,994,560 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively.   3    2 
Additional paid-in capital   255,067    226,178 
Accumulated deficit   (231,570)   (215,161)
Total stockholders’ equity   23,500    11,019 
Total liabilities and stockholders’ equity  $42,956   $36,098 

 

 4 

 

 

PULMATRIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except share and per share data)

 

  

For the Three Months Ended

September 30,

 
   2020   2019 
         
Revenues  $4,372   $1,406 
           
Operating expenses          
Research and development   3,873    3,297 
General and administrative   1,776    1,785 
Total operating expenses   5,649    5,082 
Loss from operations   (1,277)   (3,676)
Other income (expense)          
Interest income   13    121 
Warrant inducement expense   (9,289)    
Net loss  $(10,553)  $(3,555)
Net loss per share, basic and diluted  $(0.31)  $(0.18)
           
Weighted average shares of common stock used to compute basic and diluted net loss per share   33,924,499    20,294,560 

 

 5 

 

 

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