Cullgen Merger Deal to Bring Advanced Protein Degradation Tech to Nasdaq

Two clinical-stage biotech firms are joining forces in a major consolidation that’s set to reshape the protein degradation landscape. Cullgen, a privately-held company specializing in targeted protein degradation, is acquiring Pulmatrix through a reverse merger arrangement that will position the combined entity on The Nasdaq Capital Market.

The Strategic Rationale Behind the Deal

The merger marks a pivotal moment for Cullgen’s development trajectory. By accessing Pulmatrix’s Nasdaq listing, Cullgen gains a public market platform while retaining operational control—a structure reflected in the ownership split where pre-merger Cullgen shareholders will hold approximately 96.4% of the combined company, with Pulmatrix shareholders retaining 3.6%.

The combined entity will maintain Cullgen’s name and San Diego headquarters, with current Cullgen CEO Ying Luo continuing to lead the organization. Pulmatrix’s board will contribute one representative to the expanded board structure.

Cash Position and Runway Extensions

The merger arrangement includes a financial cushion designed to fund clinical advancement. The combined company expects to hold approximately $65 million in cash and equivalents at closing, providing runway projected through 2026 across multiple development milestones.

As part of the deal structure, Pulmatrix intends to divest certain assets prior to transaction closing, including its acute migraine candidate PUR3100 and related iSPERSE™ technology programs. Pulmatrix shareholders may receive a special dividend component if net cash at closing exceeds $2.5 million, creating an immediate value return before merger completion.

Three Clinical Programs in Active Development

Cullgen’s pipeline represents the core value driver in this transaction. The company currently has three targeted protein degrader programs either in Phase 1 testing or poised for patient enrollment:

CG001419 stands out as Cullgen’s lead candidate—a first-in-class, selective, oral pan-TRK degrader being evaluated across two separate clinical trials. The oncology track has already dosed ten patients with no observed dose-limiting toxicities or grade 3+ treatment-related adverse events. On the pain management front, Cullgen recently secured HREC approval from Australian regulators to begin patient enrollment for evaluating safety and pharmacokinetic properties in healthy volunteers, with first patient dosing anticipated in early 2025. This program targets an unmet need in non-opioid, non-NSAID pain management.

CG009301 represents Cullgen’s second major program—a GSPT1 degrader designed for blood cancer treatment including relapsed/refractory acute myeloid leukemia, higher-risk myelodysplastic syndrome, and acute lymphoblastic leukemia. The company received IND allowance from China’s CDE and expects to dose the first patient in Q1 2025. Additional potential applications include solid tumors with MYC amplification.

Beyond these clinical-stage programs, Cullgen is advancing additional targeted protein degraders and degrader-antibody conjugates (DACs), with development focused primarily on cancer and autoimmune disease indications. A cell cycle protein program has already been partnered with Astellas Pharma Inc.

The uSMITE™ Platform Advantage

Cullgen’s proprietary uSMITE™ (ubiquitin-mediated, small molecule-induced target elimination) platform represents the technical foundation driving this merger. The technology platform enables selective destruction of historically “undruggable” proteins by expanding drug design beyond traditional functional site inhibition approaches.

The company has successfully generated multiple highly selective, bioavailable targeted protein degrader compounds utilizing proprietary novel E3 ligands. This platform also serves as the foundation for Cullgen’s emerging degrader-antibody conjugate development strategy, a next-generation approach combining protein degradation with antibody specificity.

Transaction Timeline and Approvals

The merger is expected to close by end of March 2025, pending stockholder approval and CSRC clearance. The transaction structure positions both shareholder groups to benefit from Cullgen’s clinical advancement while providing Pulmatrix shareholders with immediate value through the potential dividend component and ongoing participation in the combined company’s development pipeline.

Industry Context and Competitive Positioning

This merger reflects growing momentum in the protein degradation therapeutics space. With AstraZeneca-CICC Venture Capital Partnership and Astellas Pharma Inc. already invested in or partnered with Cullgen, the company has attracted marquee biopharma support. The Nasdaq listing provides Cullgen with capital markets access to accelerate development timelines and potentially fund future strategic partnerships or acquisitions.

The combination positions the merged entity to compete in an increasingly crowded protein degradation market while maintaining a focused pipeline concentrated on areas of significant unmet medical need—oncology and pain management—where degrader approaches offer potential therapeutic advantages over traditional small molecule or biologic approaches.