10-K/A
Pulmatrix, Inc. (PULM)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM10-K/A
AmendmentNo. 1
(MarkOne)
| [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
Forthe fiscal year ended December 31, 2020
or
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
Forthe transition period from __________to _____________
Commissionfile number: 001-36199
PULMATRIX,INC.
(Exactname of registrant as specified in its charter)
| Delaware | 46-1821392 |
|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 99 Hayden Avenue, Suite 390 | |
| --- | --- |
| Lexington, MA | 02421 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’stelephone number, including area code (781) 357-2333
Securitiesregistered 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 |
Securitiesregistered pursuant to Section 12(g) of the Exchange Act: None
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<br> accelerated filer | [ ] | Accelerated<br> filer | [ ] |
|---|---|---|---|
| Non-accelerated<br> filer | [X] | Smaller<br> reporting company | [X] |
| Emerging<br> 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.
DOCUMENTSINCORPORATED 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.
EXPLANATORYNOTE
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.
PARTIV
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. |
|---|---|
| (a) | The<br> following documents are filed as part of this Annual Report on Form 10-K: |
| --- | --- |
| (1) | Financial<br> Statements: |
| --- | --- |
No financial statements are filed with this Amendment No. 1. These items were included as part of the Original 10-K.
| (2) | Financial<br> 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.
INDEXTO EXHIBITS
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**.**
| PULMATRIX, INC. | ||
|---|---|---|
| Date:<br> March 26, 2021 | By: | /s/ Teofilo Raad |
| Teofilo<br> Raad | ||
| Chief<br>Executive Officer, President and Director<br><br> <br>(Principal<br> Executive Officer) | ||
| By: | /s/ Michelle S. Siegert | |
| --- | --- | |
| Michelle<br> S. Siegert | ||
| VP,<br> Finance, Treasurer and Secretary<br><br> <br>(Principal<br> Financial Officer and Principal Accounting Officer) |
Exhibit23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in the Registration Statement of Pulmatrix, Inc. on Form S-1 (File Nos. 333-223630, 333-230670, 333-239431, and 333-230395, and the related registration statement (No. 333-230714) filed under Rule 462(b)), S-3 (File Nos. 333-212546, 333-230225 and 333-242341) and Forms S-8 (File Nos. 333-195737, 333-205752, 333-207002 333-212547, 333-216628, 333-225627, 333-231935, and 333-252439) of our report dated March 23, 2021, with respect to our audits of the consolidated financial statements of Pulmatrix, Inc. as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020, which report is included in this Annual Report on Form 10-K of Pulmatrix, Inc. for the year ended December 31, 2020.
/s/Marcum llp
Marcum llp
New York, NY
March 23, 2021
Exhibit31.1
CERTIFICATIONPURSUANT TO
SECURITIESEXCHANGE ACT RULES 13a-14 and 15d-14
ASADOPTED PURSUANT TO
SECTION302 OF THE SARBANES-OXLEY ACT OF 2002
I, Teofilo Raad, President and Chief Executive Officer, certify that:
1. I have reviewed this Amendment No. 1 to the report on Form 10-K of Pulmatrix, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date:<br> March 26, 2021 |
|---|
| /s/ Teofilo Raad |
| Teofilo<br> Raad |
| President<br> & Chief Executive Officer |
| (Principal<br> Executive Officer) |
Exhibit31.2
CERTIFICATIONPURSUANT TO
SECURITIESEXCHANGE ACT RULES 13a-14 and 15d-14
ASADOPTED PURSUANT TO
SECTION302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michelle S. Siegert., Vice President of Finance, certify that:
1. I have reviewed this Amendment No. 1 to the report on Form 10-K of Pulmatrix, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date:<br> March 26, 2021 |
|---|
| /s/ Michelle S. Siegert |
| Michelle<br> S. Siegert |
| Vice<br> President of Finance |
| (Principal<br> Financial Officer) |