Pulmatrix, Inc. — Annual Report 2020

Mar 26, 2021

10-K/A 1 form10ka.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K/A

Amendment No. 1

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(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _to ____

Commission file number: 001-36199

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PULMATRIX, INC.

(Exact name of registrant as specified in its charter)

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Delaware	46-1821392
(State
or other jurisdiction of incorporation
or organization)	(I.R.S.
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

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

| Title
of each class | Name
of each exchange on which registered |
| --- | --- |
| Common
Stock, par value $0.0001 per share | The
NASDAQ Stock Market LLC |

Securities registered pursuant to Section 12(g) of the Exchange Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large
accelerated filer | Accelerated
filer | [ ] |
| --- | --- | --- |
| Non-accelerated
filer [X] | Smaller
reporting company | [X] |
| | 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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes [ ] No [X]

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, as of June 30, 2020, the last business day of registrants most recently completed second fiscal quarter, was $43,642,977.

As of March 19, 2021, the registrant had 56,249,062 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of Pulmatrix, Inc.’s Definitive Proxy Statement on Schedule 14A relating to the 2021 Annual Meeting of Stockholders are incorporated by reference into PART III.

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EXPLANATORY NOTE

Pulmatrix, Inc. (the “Company“) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to its annual report on Form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission on March 23, 2021 (the “Original 10-K”).

The purpose of the Amendment is to correct a typographical error in date of the report by Marcum, LLP referenced in the Consent of Independent Registered Public Accounting Firm by Marcum, LLP, filed as Exhibit 23.1 to the Original 10-K, which referenced March 26, 2020, instead of March 23, 2021. No other changes were made to the Consent of Independent Registered Public Accounting Firm by Marcum, LLP other than the correction of the date of its report. Except as otherwise expressly noted herein, this Amendment does not amend or otherwise update any other information in our Original 10-K. Accordingly, this Amendment should be read in conjunction with our Original 10-K.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(1) Financial Statements:

No financial statements are filed with this Amendment No. 1. These items were included as part of the Original 10-K.

(2) Financial Statement Schedules:

None. Financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.

(3) Exhibits:

See “Index to Exhibits” for a description of our exhibits.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

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INDEX TO EXHIBITS

| Exhibit
Number | Exhibit
Description | Incorporated
by Reference herein from Form or Schedule | Filing
Date | SEC
File/Reg. Number |
| --- | --- | --- | --- | --- |
| 3.1 | Amended and Restated Certificate of Incorporation of Pulmatrix, Inc., as amended through June 15, 2015 | Form
10-Q (Exhibit 3.1) | 08/14/15 | 001-36199 |
| 3.2 | Restated Bylaws of Pulmatrix, Inc., as amended through June 15, 2015 | Form
10-Q (Exhibit 3.2) | 08/14/15 | 001-36199 |
| 3.3 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Pulmatrix, Inc., dated as of June 5, 2018 | Form
8-K (Exhibit 3.1) | 06/07/18 | 001-36199 |
| 4.1 | Form of Specimen Stock Certificate | Form
8-K (Exhibit 4.1) | 06/16/15 | 001-36199 |
| 4.2 | Form of Representative’s Warrant Agreement | Form
S-1/A (Exhibit 4.2) | 02/24/14 | 333-190476 |
| 4.3 | Warrant Agreement, dated June 16, 2015, by and between Pulmatrix, Inc. and Hercules Technology Growth Capital, Inc. | Form
8-K (Exhibit 10.3) | 06/16/15 | 001-36199 |
| 4.4 | Form of Warrant issued in Pulmatrix Operating Private Placement, dated June 15, 2015 | Form
10-Q (Exhibit 10.8) | 08/14/15 | 001-36199 |
| 4.5 | Form of Series B Warrant issued in Pulmatrix Public Offering, dated March 28, 2018 | Form
S-1/A (Exhibit 4.8) | 03/28/18 | 333-223630 |
| 4.6 | Form of Pre-Funded Warrant issued in Pulmatrix Public Offering, dated March 28, 2018 | Form
S-1/A (Exhibit 4.7) | 03/28/18 | 333-223630 |
| 4.7 | Form of Pre-Funded Warrant issued in Pulmatrix Public Offering, dated December 3, 2018 | Form
8-K (Exhibit 4.1) | 12/03/18 | 001-36199 |
| 4.8 | Form of Common Warrant issued in Pulmatrix Public Offering, dated December 3, 2018 | Form
8-K (Exhibit 4.2) | 12/03/18 | 001-36199 |
| 4.9 | Form of Underwriter Warrant issued in Pulmatrix Public Offering, dated January 31, 2019 | Form
8-K (Exhibit 4.1) | 1/30/19 | 001-36199 |
| 4.10 | Form of Underwriter Warrant issued in Pulmatrix Public Offering, dated February 4, 2019 | Form
8-K (Exhibit 4.1) | 02/01/19 | 001-36199 |
| 4.11 | Form of Common Warrant issued in Pulmatrix Direct Registered Offering, dated February 12, 2019 | Form
8-K (Exhibit 4.1) | 02/11/19 | 001-36199 |

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| 4.12 | Form of Placement Agent Warrant issued in Pulmatrix Registered Direct Offering, dated February 12, 2019 | Form
8-K (Exhibit 4.2) | 02/11/19 | 001-36199 |
| --- | --- | --- | --- | --- |
| 4.13 | Form of Common Stock Warrant issued in Pulmatrix Public Offering, dated April 1, 2019 | Form
S-1/A (Exhibit 4.13) | 04/01/19 | 333-230395 |
| 4.14 | Form of Pre-Funded Warrant issued in Pulmatrix Public Offering, dated April 1, 2019 | Form
S-1/A (Exhibit 4.11) | 04/01/19 | 333-230395 |
| 4.15 | Form of Underwriter Warrant issued in Pulmatrix Public Offering, dated April 1, 2019 | Form
S-1/A (Exhibit 4.12) | 04/01/19 | 333-230395 |
| 4,16 | Form of Common Warrant issued in Pulmatrix Public Offering, dated April 16, 2020 | Form
8-K (Exhibit
4.1) | 04/16/20 | 001-36199 |
| 4.17 | Form of Placement Agent Warrant issued in Pulmatrix Public Offering dated April 16, 2020 | Form
8-K (Exhibit
4.1) | 04/20/20 | 001-36199 |
| 4.18 | Form of Warrant Dated July 9, 2020 | Form
8-K (Exhibit 4.1) | 07/09/20 | 001-36199 |
| 10.1 | Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan | Form
8-K (Exhibit 10.6) | 06/16/15 | 001-36199 |
| 10.3 | Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan | Form
S-8 (Exhibit 99.2) | 07/20/15 | 333-205752 |
| 10.4 | Pulmatrix Inc. 2003 Employee, Director and Consultant Stock Plan | Form
S-8 (Exhibit 99.3) | 07/20/15 | 333-205752 |
| 10.5 | License, Development and Commercialization Agreement, dated June 9, 2017, by and between Pulmatrix, Inc. and Respivert Ltd. | Form
10-Q (Exhibit 10.1) | 08/04/17 | 001-36199 |
| 10.6 | First Amendment to the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan, dated as of June 5, 2018 | Form
8-K (Exhibit 10.1) | 06/07/18 | 001-36199 |
| 10.8 | Amended and Restated Employment Agreement, dated June 28, 2019, by and between the Company and Teofilo Raad | Form
10-K/A (Exhibit 10.1) | 06/28/19 | 001-36199 |
| 10.10 | Development and Commercialization Agreement, dated as of April 15, 2019, by and between Cipla Technologies, LLC and Pulmatrix, Inc. | Form
10-Q (Exhibit 10.4) | 08/05/19 | 001-36199 |
| 10.11* | Second Amendment to the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan, dated March 11, 2019 | Form
S-8 (Exhibit 99.3) | 06/04/19 | 333-231935 |

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10.12*	Third Amendment to the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan, dated as of September 6, 2019		09/09/19	001-36199
10.13**	License, Development and Commercialization Agreement, by and between Pulmatrix, Inc. and Johnson & Johnson Enterprise Innovation, Inc., dated as of December 26, 2019	Form 10-K (Exhibit 10.13)	03/26/20	001-36199
10.14	Collaboration and License Agreement by and between Pulmatrix, Inc. and Sensory Cloud, Inc. dated April 9, 2020	Form 8-K (Exhibit 10.1)	04/15/20	001-36199
10.15	Securities Purchase Agreement	Form 8-K (Exhibit 10.1)	04/16/20	001-36199
10.16	Form of Letter Agreement	Form
8-K (Exhibit
10.1)	07/09/20	001-36199
10.17	Offer Letter with Todd Bazemore	Form
10-Q (Exhibit 10.2)	11/12/20	001-36199
21.1	List of Subsidiaries	Form
10-K (Exhibit 21.1)	03/13/18	001-36199
23.1	Consent of Marcum LLP, independent registered public accounting firm, to the Form 10-K	X
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Form
10-K	03/23/21	001-36199
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Form
10-K	03/23/21	001-36199
101	The
following materials from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted
in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations,
(iii) Consolidated Statement of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v)
Notes to Consolidated Financial Statements.	Form
10-K (Exhibit
101)	03/23/21	001-36199

| # | Certain
schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Pulmatrix, Inc. hereby undertakes to
furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission. |
| --- | --- |
| * | These
exhibits are management contracts |
| ** | Certain
portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized .

| /s/
Teofilo Raad |
| --- |
| Teofilo
Raad |
| Chief
Executive Officer, President and Director (Principal
Executive Officer) |

| By: |
| --- |
| Michelle
S. Siegert |
| VP,
Finance, Treasurer and Secretary (Principal
Financial Officer and Principal Accounting Officer) |

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