Filed Pursuant to Rule 424(b)(5)
Registration No. 333-212546
PROSPECTUS SUPPLEMENT
(To the Prospectus Dated August 3, 2016)
2,400,000 Shares of Common Stock
Pre-funded
Warrants to Purchase up to 6,975,000 Shares of Common Stock
6,975,000 Shares of Common Stock Underlying the
Pre-funded
Warrants
PULMATRIX, INC.
Pursuant to this
prospectus supplement and the accompanying prospectus, we are offering 2,400,000 shares of our common stock, par value $0.001 per share, to an institutional investor at an offering price of $0.32 per share. In addition, pursuant to this prospectus
supplement and the accompanying prospectus, we are also offering
pre-funded
warrants to purchase up to 6,975,000 shares of our common stock (the
pre-funded
warrants) and the shares of common stock issuable upon exercise of the
pre-funded
warrants, in lieu of shares of common stock, to that investor to prevent that investor, together with its affiliates and
certain related parties, beneficially owning more than 4.99% of our outstanding common stock following the consummation of this offering. The
pre-funded
warrants are being offered at an offering price of $0.31
per share. The
pre-funded
warrants will have an exercise price of $0.01 per share of common stock and will be immediately exercisable and may be exercised at any time until exercised in full. In a concurrent
private placement, we are also selling to such investor common warrants to purchase up to 9,375,000 shares of our common stock (the common warrants), which represent 100% of the number of shares of our common stock and shares of common
stock issuable upon exercise of the
pre-funded
warrants being purchased in this offering. Each common warrant will be exercisable for one share of our common stock at an exercise price of $0.39 per share, will
be exercisable beginning six months after the date of issuance and will have a term of five years from the initial exercise date. The common warrants and the shares of our common stock issuable upon the exercise of the common warrants are being
offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the Securities Act) and Rule 506(b) promulgated thereunder, and they are not being offered pursuant to this prospectus
supplement and the accompanying prospectus. There is no established public trading market for the
pre-funded
warrants or the common warrants and we do not expect a market to develop. In addition, we do not
intend to list the
pre-funded
warrants or the common warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system.
Our common stock is listed on the NASDAQ Capital Market under the symbol PULM. On November 29, 2018, the last reported sale
price of our common stock was $0.38 per share. As of that date, the aggregate market value of our common stock held by
non-affiliates,
or our public float, was approximately $14.6 million based on a total
number of 46,927,221 shares of common stock outstanding, of which at least 38,287,001 shares of common stock were held by
non-affiliates.
Pursuant to General Instruction I.B.6. of
Form S-3,
in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than
one-third
of the aggregate market value of
our common stock in any
12-month
period so long as the aggregate market value of our outstanding common stock held by
non-affiliates
remains below $75 million.
During the 12 calendar months prior to and including the date of this prospectus, we have offered and sold $1.9 million of shares of common stock pursuant to General Instruction I.B.6. of
Form S-3.
We are an emerging growth company as that term is used in the Jumpstart
Our Business Startups Act of 2012 (the JOBS Act) and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus supplement, the accompanying prospectus and our filings with the
Securities and Exchange Commission.
This offering is being made without an underwriter or a placement agent and we will not be paying any
underwriting discounts or commissions in connection with this offering. We will receive all of the proceeds from the securities sold in this offering. We will receive net proceeds from the sale of these securities of approximately $2.9 million
after deducting estimated offering expenses of approximately $60,000.
Investing in our common stock involves a high degree of risk. See
Risk Factors
beginning on
page S-5
of this prospectus supplement and page 6 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus supplement is November 29, 2018.