{"url_path":"/sec/pulm/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 **","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/1574235/0001493152-26-028902-index.html","accession_number":"0001493152-26-028902","cik":"0001574235","ticker":"PULM","issuer_name":"Pulmatrix, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1574235/0001493152-26-028902-index.html","primary_entity_key":"0001574235","primary_entity_name":"Pulmatrix, Inc."},"word_count":13557,"has_tables":true,"body_markdown":"**ITEM\n15.**\n**EXHIBITS,\nFINANCIAL STATEMENT SCHEDULES.**\n\n \n\n(a)\nThe\nfollowing documents are filed as part of this Annual Report on Form 10-K:\n\n \n\n \n(1)\nConsolidated\nFinancial Statements:\n\n \n\n[Report\nof Independent Registered Public Accounting Firm](#sk_002) - CBIZ CPAs P.C. (PCAOB ID: 199)\nF-2\n\n[Report of Independent Registered Public Accounting Firm](#da_001) - Marcum LLP (PCAOB ID: 688)\n\nF-3\n\n[Consolidated Balance Sheets as of December 31, 2025 and 2024](#sk_003)\nF-4\n\n[Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024](#sk_004)\nF-5\n\n[Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024](#sk_005)\nF-6\n\n[Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024](#sk_006)\nF-7\n\n[Notes to Consolidated Financial Statements](#sk_007)\nF-8\n\n \n\n \n(2)\nFinancial\nStatement Schedules:\n\n \n\nNone.\nFinancial statement schedules have not been included because they are not applicable, or the information is included in the consolidated\nfinancial statements or notes thereto.\n\n \n\n \n(3)\nExhibits:\n\n \n\nSee\n“Index to Exhibits” for a description of our exhibits.\n\n \n\n2\n\n \n\n** **\n\n**INDEX\nTO EXHIBITS**\n\n \n\n**Exhibit**\n\n**Number**\n\n \n**Exhibit\nDescription**\n \n\n**Filed**\n\n**with\nthis**\n\n**Report**\n\n \n\n**Incorporated**\n\n**by\nReference**\n\n**herein\nfrom Form**\n\n**or\nSchedule**\n\n \n**Filing\nDate**\n \n\n**SEC**\n\n**File/Reg.**\n\n**Number**\n\n \n \n \n \n \n \n \n \n \n \n \n\n1.1\n \n[At the Market Offering Agreement, dated May 26, 2021, by and between Pulmatrix, Inc. and H.C. Wainwright & Co., LLC](https://www.sec.gov/Archives/edgar/data/1574235/000149315221012974/ex1-2.htm)\n \n \n \n\nForm\nS-3\n\n(Exhibit\n1.2)\n\n \n05/26/21\n \n333-256502\n\n \n \n \n \n \n \n \n \n \n \n \n\n2.1\n \n[Agreement and Plan of Merger and Reorganization, dated as of November 13, 2024, by and among Pulmatrix, Inc., PCL Merger Sub, Inc., PCL Merger Sub II, LLC and Cullgen Inc.](https://www.sec.gov/Archives/edgar/data/1574235/000149315224044986/ex2-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n2.1)\n\n \n11/13/24\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n2.2\n \n[Amendment No. 1 to the Agreement and Plan of Merger and Reorganization, dated as of April 7, 2025, by and among Pulmatrix, Inc., PCL Merger Sub, Inc., PCL Merger Sub II, LLC and Cullgen Inc.](https://www.sec.gov/Archives/edgar/data/1574235/000164117225003620/ex2-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n2.1)\n\n \n04/10/25\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n3.1\n \n[Amended and Restated Certificate of Incorporation of Pulmatrix, Inc., as amended through June 15, 2015](https://www.sec.gov/Archives/edgar/data/1574235/000119312515290771/d40240dex31.htm)\n \n \n \nForm\n10-Q\n\n(Exhibit 3.1)\n \n08/14/15\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n3.2\n \n[Restated Bylaws of Pulmatrix, Inc., as amended through June 15, 2015](https://www.sec.gov/Archives/edgar/data/1574235/000119312515290771/d40240dex32.htm)\n \n \n \nForm\n10-Q\n\n(Exhibit 3.2)\n \n08/14/15\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n3.3\n \n[Certificate of Amendment to Amended and Restated Certificate of Incorporation of Pulmatrix, Inc., dated as of June 5, 2018](https://www.sec.gov/Archives/edgar/data/1574235/000119312518186316/d602014dex31.htm)\n \n \n \nForm\n8-K\n\n(Exhibit 3.1)\n \n06/07/18\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n3.4\n \n[Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock.](https://www.sec.gov/Archives/edgar/data/1574235/000149315221031617/ex3-1.htm)\n \n \n \n\nForm\n8-K/A\n\n(Exhibit\n3.1)\n\n \n12/17/21\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n3.5\n \n[Certificate of Correction to the Certificate of Designation, filed December 16, 2021](https://www.sec.gov/Archives/edgar/data/1574235/000149315221031788/ex3-2.htm)\n \n \n \n\nForm\n8-K/A\n\n(Exhibit\n3.2)\n\n \n12/17/21\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n3.6\n \n[Certificate of Amendment to Amended and Restated Certificate of Incorporation of Pulmatrix, Inc., dated as of February 5, 2019](https://www.sec.gov/Archives/edgar/data/1574235/000119312519029535/d696559dex31.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n3.1)\n\n \n02/06/19\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n3.7\n \n[Certificate of Amendment to Amended and Restated Certificate of Incorporation of Pulmatrix, Inc., dated as of February 28, 2022](https://www.sec.gov/Archives/edgar/data/1574235/000149315222007957/ex3-7.htm)\n \n \n \n\nForm\n10-K\n\n(Exhibit\n3.7)\n\n \n03/29/22\n \n001-36199\n\n \n\n3.8\n \n[Amendment to the Restated Bylaws of Pulmatrix Inc., dated as of April 28, 2022](https://www.sec.gov/Archives/edgar/data/1574235/000149315222011543/ex3-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n3.1)\n\n \n04/29/22\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n3.9\n \n[Amendment No. 2 to the Restated Bylaws of Pulmatrix, Inc., dated as of February 11, 2025](https://www.sec.gov/Archives/edgar/data/1574235/000149315225006588/ex3-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n3.1)\n\n \n02/14/25\n \n001-36199\n\n \n\n3\n\n \n\n \n\n4.1\n \n[Form of Specimen Stock Certificate](https://www.sec.gov/Archives/edgar/data/1574235/000114420415037358/v413147_ex4-1.htm)\n \n \n \nForm\n8-K\n\n(Exhibit 4.1)\n \n06/16/15\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n4.2\n \n[Form of Warrant Dated July 9, 2020](https://www.sec.gov/Archives/edgar/data/1574235/000149315220012889/ex4-1.htm)\n \n \n \nForm\n8-K\n\n(Exhibit 4.1)\n \n07/09/20\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n4.3\n \n[Form of Common Stock Purchase Warrant, dated December 17, 2021](https://www.sec.gov/Archives/edgar/data/1574235/000149315221031617/ex4-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n4.1)\n\n \n12/15/21\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n4.4\n \n[Form of Placement Agent Warrant dated December 17, 2021](https://www.sec.gov/Archives/edgar/data/1574235/000149315221031617/ex4-2.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n4.2)\n\n \n12/15/21\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n4.5\n \n[Description of Securities](https://www.sec.gov/Archives/edgar/data/1574235/000149315222007957/ex4-21.htm)\n \n \n \n\nForm\n10-K\n\n(Exhibit\n4.21)\n\n \n03/29/22\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n4.6\n \n[Form of Placement Agent Warrant dated February 16, 2021](https://www.sec.gov/Archives/edgar/data/1574235/000149315221003992/ex4-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n4.1)\n\n \n02/16/21\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.1*\n \n[Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1574235/000114420415037358/v413147_ex10-6.htm)\n \n \n \nForm\n8-K\n\n(Exhibit 10.6)\n \n06/16/15\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.2*\n \n[Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1574235/000114420415043270/v415805_ex99-2.htm)\n \n \n \nForm\nS-8\n\n(Exhibit 99.2)\n \n07/20/15\n \n333-205752\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.3*\n \n[Pulmatrix Inc. 2003 Employee, Director and Consultant Stock Plan](https://www.sec.gov/Archives/edgar/data/1574235/000114420415043270/v415805_ex99-3.htm)\n \n \n \nForm\nS-8\n\n(Exhibit 99.3)\n \n07/20/15\n \n333-205752\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.4\n \n[License, Development and Commercialization Agreement, dated June 9, 2017, by and between Pulmatrix, Inc. and Respivert Ltd.](https://www.sec.gov/Archives/edgar/data/1574235/000119312517248241/d419563dex101.htm)\n \n \n \nForm\n10-Q\n\n(Exhibit 10.1)\n \n08/04/17\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.5\n \n[First Amendment to the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan, dated as of June 5, 2018](https://www.sec.gov/Archives/edgar/data/1574235/000119312518186316/d602014dex101.htm)\n \n \n \nForm\n8-K\n\n(Exhibit 10.1)\n \n06/07/18\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.6*\n \n[Amended and Restated Employment Agreement, dated June 28, 2019, by and between the Company and Teofilo Raad](https://www.sec.gov/Archives/edgar/data/1574235/000119312519186184/d65604dex101.htm)\n \n \n \nForm\n10-K/A\n\n(Exhibit 10.1)\n \n06/28/19\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.7\n \n[Development and Commercialization Agreement, dated as of April 15, 2019, by and between Cipla Technologies, LLC and Pulmatrix, Inc.](https://www.sec.gov/Archives/edgar/data/1574235/000119312519212598/d773542dex104.htm)\n \n \n \nForm\n10-Q\n\n(Exhibit 10.4)\n \n08/05/19\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.8*\n \n[Second Amendment to the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan, dated March 11, 2019](https://www.sec.gov/Archives/edgar/data/1574235/000119312519164828/d723890dex993.htm)\n \n \n \nForm\nS-8\n\n(Exhibit 99.3)\n \n06/04/19\n \n333-231935\n\n \n\n4\n\n \n\n \n\n10.9*\n \n[Third Amendment to the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan, dated as of September 6, 2019](https://www.sec.gov/Archives/edgar/data/1574235/000119312519240952/d796429dex101.htm)\n \n \n \nForm\n8-K\n\n(Exhibit 10.1)\n \n09/09/19\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.10**\n \n[License, Development and Commercialization Agreement, by and between Pulmatrix, Inc. and Johnson & Johnson Enterprise Innovation, Inc., dated as of December 26, 2019](https://www.sec.gov/Archives/edgar/data/1574235/000119312520086168/d862269dex1013.htm)\n \n \n \n\nForm\n10-K\n\n(Exhibit\n10.13)\n\n \n03/26/20\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.11\n \n[Securities Purchase Agreement](https://www.sec.gov/Archives/edgar/data/1574235/000149315220006575/ex10-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.1)\n\n \n04/16/20\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.12\n \n[Form of Letter Agreement](https://www.sec.gov/Archives/edgar/data/1574235/000149315220012889/ex10-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.1)\n\n \n07/09/20\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.13\n \n[Form of Securities Purchase Agreement dated December 15, 2021, by and between Pulmatrix, Inc. and the purchaser parties thereto](https://www.sec.gov/Archives/edgar/data/1574235/000149315221031617/ex10-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.1)\n\n \n12/15/21\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.14**\n \n[Second Amendment to Development and Commercialization Agreement, dated as of November 8, 2021, by and between Cipla Technologies, LLC and Pulmatrix, Inc.](https://www.sec.gov/Archives/edgar/data/1574235/000149315221027587/ex10-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.1)\n\n \n11/09/21\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.15\n \n[Form of Securities Purchase Agreement dated February 11, 2021, by and between Pulmatrix, Inc. and the purchaser parties thereto](https://www.sec.gov/Archives/edgar/data/1574235/000149315221003992/ex10-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.1)\n\n \n02/16/21\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.16*\n \n[Consulting Agreement, dated November 30, 2021, by and between Pulmatrix, Inc. and Danforth Advisors, LLC](https://www.sec.gov/Archives/edgar/data/1574235/000149315222010083/ex10-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.1)\n\n \n04/14/22\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.17***\n \n[Third Amendment to the Development and Commercialization Agreement, dated as of January 6, 2024, by and among Pulmatrix, Inc., Pulmatrix Operating Company, Inc., and Cipla Technologies LLC.](https://www.sec.gov/Archives/edgar/data/1574235/000149315224001667/ex10-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.1)\n\n \n01/08/24\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.18*\n \n[Letter Agreement, dated January 6, 2024, by and between Teofilo Raad and the Company](https://www.sec.gov/Archives/edgar/data/1574235/000149315224001667/ex10-2.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.2)\n\n \n01/08/24\n \n001-36199\n\n \n\n10.19\n \n[Bill of Sale and Assignment Agreement, dated as of May 28, 2024, by and between Pulmatrix, Inc. and MannKind Corporation](https://www.sec.gov/Archives/edgar/data/1574235/000149315224031478/ex10-4.htm)\n \n \n \nForm\n10-Q\n\n(Exhibit 10.4)\n \n08/13/24\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.20\n \n[Intellectual Property Cross License Agreement, dated as of May 28, 2024, by and between Pulmatrix, Inc. and MannKind Corporation](https://www.sec.gov/Archives/edgar/data/1574235/000149315224031478/ex10-5.htm)\n \n \n \nForm\n10-Q\n\n(Exhibit 10.5)\n \n08/13/24\n \n001-36199\n\n \n\n5\n\n \n\n \n\n10.21\n \n[Master Services Agreement, dated as of May 28, 2024, by and between Pulmatrix, Inc. and MannKind Corporation](https://www.sec.gov/Archives/edgar/data/1574235/000149315224031478/ex10-6.htm)\n \n \n \nForm\n10-Q\n\n(Exhibit 10.6)\n \n08/13/24\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.22*\n \n[General Release and Severance Agreement, dated as of July 19, 2024, by and between Pulmatrix, Inc. and Teofilo Raad](https://www.sec.gov/Archives/edgar/data/1574235/000149315224028507/ex10-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.1)\n\n \n07/19/24\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.23*\n \n[Amendment No. 3 to Consulting Agreement, dated as of July 15, 2024, by and between Pulmatrix, Inc. and Danforth Advisors, LLC](https://www.sec.gov/Archives/edgar/data/1574235/000149315224028507/ex10-2.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.2)\n\n \n07/19/24\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.24*\n \n[Letter Agreement, dated as of July 15, 2024, by and between Pulmatrix, Inc. and Peter Ludlum](https://www.sec.gov/Archives/edgar/data/1574235/000149315224028507/ex10-3.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.3)\n\n \n07/19/24\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.25\n \n[Form of Cullgen Support Agreement](https://www.sec.gov/Archives/edgar/data/1574235/000149315224044986/ex10-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.1)\n\n \n11/13/24\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.26\n \n[Form of Lock-Up Agreement](https://www.sec.gov/Archives/edgar/data/1574235/000149315224044986/ex10-2.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.2)\n\n \n11/13/24\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n10.27***\n \n[Form of Registration Rights Agreement](https://www.sec.gov/Archives/edgar/data/1574235/000149315224044986/ex10-3.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n10.3)\n\n \n11/13/24\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n16.1\n \n[Letter from Marcum LLP to the Securities and Exchange Commission dated April 8, 2025](https://www.sec.gov/Archives/edgar/data/1574235/000164117225003216/ex16-1.htm)\n \n \n \n\nForm\n8-K\n\n(Exhibit\n16.1)\n\n \n04/08/25\n\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n19.1***\n \n[Insider Trading Policy of Pulmatrix, Inc.](https://www.sec.gov/Archives/edgar/data/1574235/000149315226008130/ex19-1.htm)\n \n \n \n\nForm\n10-K\n(Exhibit\n19.1)\n \n02/26/26 \n \n001-36199 \n\n \n \n \n \n \n \n \n \n \n \n \n\n21.1\n \n[List of Subsidiaries](https://www.sec.gov/Archives/edgar/data/1574235/000149315225011084/ex21-1.htm)\n \n \n \n\nForm\n10-K\n\n(Exhibit\n21.1)\n\n \n03/21/25\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n23.1\n \n[Consent of CBIZ CPAs P.C., independent registered public accounting firm, to the Form 10-K](https://www.sec.gov/Archives/edgar/data/1574235/000149315226008130/ex23-1.htm)\n \n \n \n\nForm\n10-K\n\n(Exhibit\n23.1)\n\n \n 02/26/26\n \n001-36199 \n\n \n \n \n \n \n \n \n \n \n \n \n\n23.2\n \n[Consent of Marcum LLP, independent registered public accounting firm, to the Form 10-K](https://www.sec.gov/Archives/edgar/data/1574235/000149315226008130/ex23-2.htm)\n \n \n \n\n Form\n10-K\n\n(Exhibit\n23.2)\n\n \n02/26/26 \n \n001-36199 \n\n \n \n \n \n \n \n \n \n \n \n \n\n31.1\n \n[Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](ex31-1.htm)\n \nX\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n32.1\n \n[Certification of Interim Chief Executive Officer and Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ex32-1.htm)\n \n\nX\n\n(furnished\nherewith)\n\n \n \n \n \n \n \n\n \n\n \n\n \n\n6\n\n \n\n \n\n97.1\n \n[Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1574235/000149315224011630/ex97-01.htm)\n \n \n \nForm\n10-K\n\n(Exhibit 97.01)\n \n03/28/24\n \n001-36199\n\n \n \n \n \n \n \n \n \n \n \n \n\n101.\nINS\n \nInline\nXBRL Instance Document\n \nX\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n101.SCH\n \nInline\nXBRL Taxonomy Extension Schema Document\n \nX\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n101.CAL\n \nInline\nXBRL Taxonomy Extension Calculation Linkbase Document\n \nX\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n101.DEF\n \nInline\nXBRL Taxonomy Extension Definition Linkbase Document\n \nX\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n101.LAB\n \nInline\nXBRL Taxonomy Extension Labels Linkbase Document\n \nX\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n101.PRE\n \nInline\nXBRL Taxonomy Extension Presentation Linkbase Document\n \nX\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n104\n \nCover\nPage Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)\n \n \n \n \n \n \n \n \n\n \n\n*\nThese\nexhibits are management contracts or compensatory plans or arrangements.\n\n**\nPortions\nof this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended,\nbecause they are both (i) not material and (ii) the type that the registrant treats as private or confidential. A copy of the omitted\nportions will be furnished to the SEC upon its request.\n\n***\nCertain\nof the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K\nunder the Securities Act because they do not contain information material to an investment or voting decision and that information\nis not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted\nschedules (or similar attachments) to the SEC upon its request.\n\n \n\n7\n\n \n\n** **\n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed\non its behalf by the undersigned, thereunto duly authorized**.**\n\n \n\n \n**PULMATRIX,\nINC.**\n\n \n \n \n \n\nDate:\nJune 16, 2026\nBy:\n*/s/\nPeter Ludlum*\n\n \n \nPeter\nLudlum\n\n \n \n\nInterim\nChief Executive Officer and Interim Chief Financial Officer\n\n(Principal\nExecutive, Financial and Accounting Officer)\n\n \n\n8\n\n \n\n \n\n**PULMATRIX,\nINC.**\n\n \n\n**INDEX\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n \n**Page**\n\n[Report\nof Independent Registered Public Accounting Firm](#sk_002) - CBIZ CPAs P.C. (PCAOB ID: 199)\nF-2\n\n[Report of Independent Registered Public Accounting Firm](#da_001) - Marcum LLP (PCAOB ID: 688)\n\nF-3\n\n[Consolidated Balance Sheets as of December 31, 2025 and 2024](#sk_003)\nF-4\n\n[Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024](#sk_004)\nF-5\n\n[Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024](#sk_005)\nF-6\n\n[Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024](#sk_006)\nF-7\n\n[Notes to Consolidated Financial Statements](#sk_007)\nF-8\n\n \n\nF-1\n\n \n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo\nthe Stockholders and Board of Directors of\n\n**Pulmatrix,\nInc.**\n\n \n\n**Opinion\non the Financial Statements**\n\n \n\nWe\nhave audited the accompanying consolidated balance sheet of Pulmatrix, Inc. (the “Company”) as of December 31, 2025, the related consolidated statements of operations, stockholders’ equity and cash flows for the year\nended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the\nfinancial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025,\nand the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with\naccounting principles generally accepted in the United States of America.\n\n \n\n**Basis\nfor Opinion**\n\n \n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal\nsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit\nwe are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error\nor fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matters**\n\n \n\nCritical\naudit matters are matters arising from the current period audit of the financial statements that were communicated or required to be\ncommunicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and\n(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n\n \n\n*/s/\nCBIZ CPAs P.C.*\n\n \n\nCBIZ\nCPAs P.C.\n\n \n\nWe\nhave served as the Company’s auditor since 2015 (such date takes into account the acquisition of the attest business of\nMarcum LLP by CBIZ CPAs P.C. effective November 1, 2024).\n\n \n\nNew\nYork, NY\n\nFebruary 26, 2026\n\n \n\nF-2\n\n \n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo\nthe Stockholders and Board of Directors of\n\n**Pulmatrix,\nInc.**\n\n \n\n**Opinion\non the Financial Statements**\n\n \n\nWe\nhave audited the accompanying consolidated balance sheet of Pulmatrix, Inc. (the “Company”) as of December 31, 2024, the\nrelated consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2024, and the\nrelated notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present\nfairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and\nits cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States\nof America.\n\n \n\n**Basis\nfor Opinion**\n\n \n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal\nsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit\nwe are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or\nfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides\na reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matters**\n\n \n\nCritical\naudit matters are matters arising from the current period audit of the financial statements that were communicated or required to be\ncommunicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and\n(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n\n \n\n*/s/\nMarcum LLP*\n\n \n\nMarcum\nLLP\n\n \n\nWe\nhave served as the Company’s auditor from 2015 through April 2025.\n\n \n\nNew\nYork, NY\n\nMarch\n21, 2025\n\n \n\nF-3\n\n \n\n** **\n\n**PULMATRIX,\nINC.**\n\n**Consolidated\nBalance Sheets**\n\n**(in\nthousands, except share and per share data)**\n\n \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nAssets \n    \n   \n\nCurrent assets: \n    \n   \n\nCash and cash equivalents \n$4,088  \n$9,521 \n\nPrepaid expenses and other current assets \n 41  \n 399 \n\nTotal current assets \n 4,129  \n 9,920 \n\nLong-term restricted cash \n 10  \n 10 \n\nOther long-term assets \n -  \n 13 \n\nTotal assets \n$4,139  \n$9,943 \n\nLiabilities and stockholders’ equity \n    \n   \n\nCurrent liabilities: \n    \n   \n\nAccounts payable \n$272  \n$809 \n\nAccrued expenses and other current liabilities \n 57  \n 120 \n\nTotal current liabilities \n 329  \n 929 \n\nWarrant liability \n -  \n 67 \n\nTotal liabilities \n 329  \n 996 \n\nCommitments and contingencies (Note 9) \n -  \n   \n\nStockholders’ equity: \n -  \n - \n\nPreferred stock, $0.0001 par value - 500,000 shares authorized; 6,746 shares designated Series A convertible preferred stock; no shares issued and outstanding at December 31, 2025 and 2024 \n -  \n - \n\nCommon stock, $0.0001 par value - 200,000,000 shares authorized; 3,652,285 shares issued and outstanding at December 31, 2025 and 2024 \n -  \n - \n\nAdditional paid-in capital \n 306,128  \n 306,103 \n\nAccumulated deficit \n (302,318) \n (297,156)\n\nTotal stockholders’ equity \n 3,810  \n 8,947 \n\nTotal liabilities and stockholders’ equity \n$4,139  \n$9,943 \n\n \n\n*The\naccompanying footnotes are an integral part of these consolidated financial statements.*\n\n \n\nF-4\n\n \n\n* *\n\n**PULMATRIX,\nINC.**\n\n**Consolidated\nStatements of Operations**\n\n**(in\nthousands, except share and per share data)**\n\n \n\n  \n2025  \n2024 \n\n  \nYear Ended December 31, \n\n  \n2025  \n2024 \n\nRevenues \n$-  \n$7,806 \n\n  \n    \n   \n\nOperating expenses: \n    \n   \n\nResearch and development \n 38  \n 7,166 \n\nGeneral and administrative \n 5,131  \n 7,785 \n\nLoss on MannKind Transaction \n -  \n 2,618 \n\nTotal operating expenses \n 5,169  \n 17,569 \n\nLoss from operations \n (5,169) \n (9,763)\n\nOther income (expense): \n    \n   \n\nInterest income \n 144  \n 467 \n\nFair value adjustment of warrants \n 67  \n (67)\n\nOther expense, net \n (204) \n (196)\n\nTotal other income (expense), net \n 7  \n 204 \n\nNet loss \n$(5,162) \n$(9,559)\n\nNet loss per share attributable to common stockholders - basic and diluted \n$(1.41) \n$(2.62)\n\nWeighted average common shares outstanding - basic and diluted \n 3,652,285  \n 3,652,285 \n\n \n\n*The\naccompanying footnotes are an integral part of these consolidated financial statements.*\n\n \n\nF-5\n\n \n\n* *\n\n**PULMATRIX,\nINC.**\n\n**Consolidated\nStatements of Stockholders’ Equity**\n\n**(in\nthousands, except share data)**\n\n \n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nEquity \n\n  \nPreferred Stock  \nCommon Stock  \nAdditional Paid-in  \nAccumulated  \nTotal Stockholders’ \n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nEquity \n\nBalance - January 1, 2024 \n -  \n$-  \n 3,652,285  \n$      -  \n$305,592  \n$(287,597) \n$17,995 \n\nStock-based compensation \n -  \n -  \n -  \n -  \n 511  \n -  \n 511 \n\nNet loss \n -  \n -  \n -  \n -  \n -  \n (9,559) \n (9,559)\n\nBalance - December 31, 2024 \n -  \n$-  \n 3,652,285  \n$-  \n$306,103  \n$(297,156) \n$8,947 \n\nBalance \n -  \n$-  \n 3,652,285  \n$-  \n$306,103  \n$(297,156) \n$8,947 \n\nStock-based compensation \n -  \n -  \n -  \n -  \n 25  \n -  \n 25 \n\nNet loss \n -  \n -  \n -  \n -  \n -  \n (5,162) \n (5,162)\n\nBalance - December 31, 2025 \n -  \n$-  \n 3,652,285  \n$-  \n$306,128  \n$(302,318) \n$3,810 \n\nBalance \n -  \n$-  \n 3,652,285  \n$-  \n$306,128  \n$(302,318) \n$3,810 \n\n \n\n*The\naccompanying footnotes are an integral part of these consolidated financial statements.*\n\n \n\nF-6\n\n \n\n* *\n\n**PULMATRIX,\nINC.**\n\n**Consolidated\nStatements of Cash Flows**\n\n**(in\nthousands)**\n\n \n\n  \n2025  \n2024 \n\n  \nYear Ended December 31, \n\n  \n2025  \n2024 \n\nCash flows from operating activities: \n    \n   \n\nNet loss \n$(5,162) \n$(9,559)\n\nAdjustments to reconcile net loss to net cash used in operating activities: \n    \n   \n\nDepreciation and amortization \n -  \n 106 \n\nAmortization of operating lease right-of-use asset \n -  \n 329 \n\nStock-based compensation \n 25  \n 511 \n\nLoss on disposals \n -  \n 2,618 \n\nFair value adjustment of warrants \n (67) \n 67 \n\nChanges in operating assets and liabilities: \n    \n   \n\nAccounts receivable \n -  \n 928 \n\nPrepaid expenses and other current assets \n 358  \n 343 \n\nOther long-term assets \n 13  \n 163 \n\nAccounts payable \n (537) \n (1,106)\n\nAccrued expenses and other current liabilities \n (63) \n (438)\n\nOperating lease liability \n -  \n (333)\n\nDeferred revenue \n -  \n (4,345)\n\nNet cash used in operating activities \n (5,433) \n (10,716)\n\nCash flows from investing activities: \n    \n   \n\nPurchases of property and equipment \n -  \n (398)\n\nNet cash used in investing activities \n -  \n (398)\n\nNet decrease in cash, cash equivalents and restricted cash \n (5,433) \n (11,114)\n\nCash, cash equivalents and restricted cash - beginning of period \n 9,531  \n 20,645 \n\nCash, cash equivalents and restricted cash - end of period \n$4,098  \n$9,531 \n\n  \n    \n   \n\nReconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets: \n    \n   \n\nCash and cash equivalents \n$4,088  \n$9,521 \n\nLong-term restricted cash \n 10  \n 10 \n\nTotal cash, cash equivalents and restricted cash \n$4,098  \n$9,531 \n\nCash,\ncash equivalents and restricted cash - end of period \n$4,098  \n$9,531 \n\n  \n    \n   \n\nSupplemental disclosures of non-cash investing and financing information: \n    \n   \n\nReduction of operating lease right-of-use asset and lease liability upon lease modification \n$-  \n$8,423 \n\n \n\n*The\naccompanying footnotes are an integral part of these consolidated financial statements.*\n\n \n\nF-7\n\n \n\n* *\n\n**PULMATRIX,\nINC.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**(in\nthousands, except share and per share data)**\n\n \n\n**1.\nNature of the Business**\n\n \n\nPulmatrix,\nInc. (“Pulmatrix” or the “Company”) was incorporated in 2013 as a Delaware corporation. The Company is a biopharmaceutical\ncompany that has focused on the development of a novel inhaled therapeutic products intended to prevent and treat migraine and respiratory\ndiseases with important unmet medical needs using its patented iSPERSE™ technology. The Company’s proprietary dry powder\ndelivery platform, iSPERSE™, is engineered to deliver small, dense particles with highly efficient dispersibility and delivery\nto the airways, which can be used with an array of dry powder inhaler technologies and can be formulated with a variety of drug substances.\n\n \n\n**Agreement\nand Plan of Merger and Reorganization**\n\n \n\nOn\nNovember 13, 2024, Pulmatrix and Cullgen Inc., a Delaware corporation (“Cullgen”) entered into an Agreement and Plan of Merger\nand Reorganization, as amended by Amendment No. 1 thereto on April 7, 2025 (the “Merger Agreement”), pursuant to which, among\nother matters, PCL Merger Sub, Inc., a direct wholly owned subsidiary of Pulmatrix (“Merger Sub”), will merge with and into\nCullgen, with Cullgen surviving as a wholly owned subsidiary of Pulmatrix, and the surviving corporation of the merger (the “Merger”).\n\n \n\nPursuant\nto the Merger Agreement, prior to the closing of the Merger (the “Closing”), Pulmatrix currently expects to declare a cash\ndividend to the pre-Merger Pulmatrix stockholders equal in the aggregate to Pulmatrix’s reasonable, good faith approximation of\nthe amount by which Pulmatrix’s net cash (as determined pursuant to the Merger Agreement) will exceed $2.5 million, subject to\ncertain adjustments and limitations (such excess amount, the “Cash Dividend”).\n\n \n\nSubject\nto the terms and conditions of the Merger Agreement, at the Closing, (a) each then-outstanding share of Cullgen common stock other than\ndissenting shares, will be converted into the right to receive a number of shares of Pulmatrix common stock calculated in accordance\nwith the Merger Agreement (the “Exchange Ratio”), (b) each then-outstanding share of Cullgen preferred stock, other than\ndissenting shares, will be converted into the right to receive a number of shares of Pulmatrix common stock equal to the number of shares\nof Cullgen common stock issuable upon conversion of each share of Cullgen preferred stock multiplied by the Exchange Ratio and (c) each\nthen-outstanding option to purchase Cullgen common stock, whether vested or unvested, will be assumed by Pulmatrix, subject to adjustment\nto reflect the Exchange Ratio as set forth in the Merger Agreement.\n\n \n\nIn\nconnection with the Merger: (i) each share of Pulmatrix common stock that is issued and outstanding at the Effective Time (as defined\nbelow) of the Merger will remain issued and outstanding and such shares, subject to the proposed Pulmatrix reverse stock split, will\nbe unaffected by the Merger; (ii) each option to acquire shares of Pulmatrix common stock outstanding but then not vested or exercisable\nshall be accelerated in full; (iii) each option to acquire shares of Pulmatrix common stock with an exercise price per share greater\nthan $10.00 per share shall be cancelled for no consideration; (iv) each option to acquire shares of Pulmatrix common stock with an exercise\nprice less than or equal to the Pulmatrix Closing Price (as defined herein) will be converted into the right to receive the number of\nshares underlying such Pulmatrix option, reduced as set forth in the Merger Agreement; (v) each option to acquire shares of Pulmatrix\ncommon stock with an exercise price greater than the volume weighted average closing trading price of a share of Parent Common Stock\non Nasdaq for the five (5) consecutive trading days ending three (3) trading days immediately prior to the Closing Date as reported by\nBloomberg L.P. (the “Pulmatrix Closing Price”), but less than $10.00 per share, will remain outstanding; and (vi) each warrant\nto acquire shares of Pulmatrix common stock that is outstanding and unexercised immediately prior to the Effective Time of the Merger\nshall survive the Closing and remain outstanding in accordance with its terms; provided that the holders of any such warrants which remain\noutstanding following closing may elect to require Pulmatrix to pay such holders cash in exchange for the termination of the remaining\nunexercised portion of such warrants if contemplated by the terms of such warrants.\n\n \n\nF-8\n\n \n\n \n\nUnder\nthe Exchange Ratio formula in the Merger Agreement, upon the Closing, on a pro forma basis and based upon the number of shares of Pulmatrix\ncommon stock expected to be issued in the Merger, pre-Merger Cullgen stockholders will own approximately 96.4% of the combined company\nand pre-Merger Pulmatrix stockholders will own approximately 3.6% of the combined company on a fully-diluted basis (excluding out-of-the-money\noptions and warrants and any shares reserved for future grants under Pulmatrix’s equity incentive plans). Under certain circumstances\nfurther described in the Merger Agreement, the ownership percentages may be adjusted upward or downward based on Pulmatrix’s net\ncash at the Closing.\n\n \n\nThe\nExchange Ratio assumes (i) a valuation for Pulmatrix of $10.5 million (comprised of $8 million in enterprise value and $2.5 million in\ncash) and (ii) a valuation for Cullgen of $280.0 million. The Exchange Ratio is also based on the relative capitalization of each of\nPulmatrix and Cullgen, for which, for the purposes of calculating the Exchange Ratio, the shares of Pulmatrix common stock underlying\nPulmatrix’s in-the-money stock options outstanding immediately prior to the time of the Closing (the “Effective Time”),\nas adjusted to take into account the Cash Dividend will be deemed outstanding, and all shares of Cullgen common stock underlying outstanding\nCullgen’s stock options will be deemed outstanding, subject to certain exceptions as set forth in the Merger Agreement.\n\n \n\nOn\nJune 16, 2025, the Company held a special meeting in lieu of the annual meeting of Pulmatrix stockholders, at which the Company’s\nstockholders approved the Merger and related proposals. The Closing is subject to other customary closing conditions, including Nasdaq’s\napproval of the listing of the shares of Pulmatrix common stock to be issued in connection with the Merger and approval from the China\nSecurities Regulatory Commission (“CSRC”) pursuant to the Trial Administrative Measures of Overseas Securities Offering and\nListing by Domestic Enterprises (the “Trial Measures”), No. 1 to No. 6 Supporting Guidance Rules, the Notice on Administration\nArrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official\nwebsite of the CSRC. These regulations established a filing-based regime to regulate overseas offerings and listings by Chinese domestic\ncompanies. As of the date of this filing, Pulmatrix has not yet received approval from the CSRC to complete the Merger. As previously\ndisclosed, on August 1, 2025, Pulmatrix and Cullgen, as provided for in the Merger Agreement, mutually agreed to extend the “End\nDate”, a term defined in the Merger Agreement, by 60 days from August 13, 2025, to October 12, 2025. The Merger Agreement does\nnot have a defined term and does not terminate on the “End Date”. The “End Date” is simply the date at which\ncertain termination options become available to either party.\n\n \n\nOn\nDecember 17, 2025, the Company, Cullgen and PLC Merger Sub, Inc. (collectively, the “Parties”) entered into a mutual waiver\nagreement (the “Waiver Agreement”), pursuant to which the Parties agreed to mutually waive compliance with Section 5.4 of\nthe Merger Agreement, which such provision imposes restrictions on each party during the Pre-Closing Period (as defined in the Merger\nAgreement). Except as expressly waived pursuant to the Waiver Agreement, the Merger Agreement remains in full force and effect in all\nrespects, and no other provision of the Merger Agreement has otherwise been amended, waived, or modified.\n\n \n\nIf\nthe Merger is completed, the business of Cullgen will continue as the business of the combined company. Concurrent with the Merger, the\nCompany will seek to monetize its intellectual property, including iSPERSE™ and its clinical assets (the “Asset Sale”).\n\n \n\nThe\nCompany’s future operations are highly dependent on the success of the Merger and there can be no assurances that the Merger will\nbe successfully consummated. There can be no assurance that the strategic review process or any transaction relating to a specific asset,\nincluding the Merger and any Asset Sale, will result in the Company pursuing such a transaction, or that any transactions, if pursued,\nwill be completed on terms favorable to Pulmatrix and its stockholders in the existing Pulmatrix entity or any possible entity that results\nfrom a combination of entities. If the strategic review process is unsuccessful, and if the Merger is not consummated, the Company’s\nboard of directors may decide to pursue a dissolution and liquidation in the future.\n\n \n\nF-9\n\n \n\n \n\n**2.\nSummary of Significant Accounting Policies and Recent Accounting Standards**\n\n \n\n**Principles\nof Consolidation**\n\n \n\nThe\nconsolidated financial statements represent the consolidation of the accounts of the Company and its subsidiaries in conformity with\ngenerally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions\nhave been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the U.S. GAAP as found\nin the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting\nStandards Board (“FASB”).\n\n \n\n**Risks,\nUncertainties and Liquidity**\n\n \n\nThe\nCompany’s future operations are highly dependent on the success of the Merger and there can be no assurances that the Merger\nwill be successfully consummated. If the Merger is not consummated, the Company believes that its cash and cash equivalents as of\nDecember 31, 2025, would be adequate to fund its operating expenses for at least twelve months from the date these consolidated\nfinancial statements are issued. However, in order to continue development of its programs, the Company would need to secure\nsubstantial additional funding in the future, from one or more equity or debt financings, collaborations, or other sources.\nAdditional funding may not be available to the Company on acceptable terms, or at all. The Company’s board of directors may\nalso decide in the future to pursue a dissolution and liquidation in lieu of continuing program development.\n\n \n\nShould\nthe Company continue development of its product candidates, the Company would be subject to risks and uncertainties. The ongoing research\nand development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to\nmarketing in the United States, any drug developed by the Company must undergo rigorous preclinical and clinical testing and an extensive\nregulatory approval process implemented by the United States Food and Drug Administration (“FDA”) under the Food, Drug and\nCosmetic Act. The Company has limited experience in conducting and managing the preclinical and clinical testing necessary to obtain\nregulatory approval. There can be no assurance that the Company will not encounter problems in the clinical trials that will cause the\nCompany or the FDA to delay or suspend clinical trials.\n\n \n\nThe\nCompany’s success in developing its product candidates would depend in part on its ability to obtain patents and product license\nrights, maintain trade secrets, and operate without infringing on the property rights of others, both in the United States and other\ncountries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, circumvented,\nor that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company.\n\n \n\n**Use\nof Estimates**\n\n \n\nIn\npreparing the consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and\nassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date\nof the consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent\nuncertainty involved in making estimates, actual results may differ from these estimates. On an ongoing basis, the Company evaluates\nits estimates and assumptions, with any changes applied prospectively.\n\n \n\n**Concentrations\nof Credit Risk**\n\n \n\nCash\nand cash equivalents is a financial instrument that potentially subjects the Company to concentrations of credit risk. For all periods\npresented, substantially all of the Company’s cash was deposited in accounts at a single financial institution that management\nbelieves is creditworthy, and the Company has not incurred any losses to date. The Company is exposed to credit risk in the event of\ndefault by this financial institution for amounts in excess of the Federal Deposit Insurance Corporation insured limits.\n\n \n\nFor\nthe year ended December 31, 2025, the Company recognized no revenue. For the year ended December 31, 2024, revenue from two customers\naccounted for 100% of revenue recognized in the accompanying consolidated financial statements.\n\n \n\nF-10\n\n \n\n \n\n**Cash,\nCash Equivalents and Restricted Cash**\n\n \n\nCash\nand cash equivalents are held in US banks and consist of cash deposited in operating and money market accounts.\n\n \n\nAs\nof December 31, 2025, $10 was deposited in a money market account as security for a credit card and presented as long-term restricted\ncash in the consolidated balance sheet.\n\n \n\nDuring\nthe year ended December 31, 2024, $1,421 of restricted cash collateralizing a letter of credit related to the Company’s former\nheadquarters lease in Bedford, Massachusetts, became unrestricted, providing additional cash available for operations.\n\n \n\n**Fair\nValue of Financial Instruments**\n\n \n\nThe\nCompany is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs\nused in determining the reported fair values. FASB ASC Topic 820, *Fair Value Measurement*, establishes a hierarchy of inputs used\nin measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the\nobservable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability\nbased on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s\nassumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best\ninformation available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported\nfair value of the investments and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are\ndescribed below:\n\n \n\nLevel\n1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the\nability to access at the measurement date.\n\n \n\nLevel\n2 - Valuations based on quoted prices for similar assets or liabilities in markets that are not active, or for which all significant\ninputs are observable, either directly or indirectly.\n\n \n\nLevel\n3 - Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value\nmeasurement and unobservable.\n\n \n\nTo\nthe extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair\nvalue requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for\ninstruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level\nof any input that is significant to the fair value measurement.\n\n \n\nAs\nof December 31, 2024, certain of the Company’s outstanding warrants were classified as liabilities and measured at fair value in\naccordance with FASC ASC Topic 815, *Derivatives and Hedging*. The Company measures the Level 3 fair value of the warrant liability\nusing the Black-Scholes option-pricing model with changes in fair value recognized as increases or reductions to other income (expense)\nin the consolidated statement of operations. These warrants expired during the year ended December 31, 2025.\n\n \n\nAs\nof December 31, 2025 and 2024, the Company did not hold any other financial assets or liabilities that were measured at fair value on\na recurring or nonrecurring basis. During the years ended December 31, 2025 and 2024, there were no transfers between Level 1, Level\n2 and Level 3.\n\n \n\n**Leases**\n\n \n\nThe\nCompany accounts for leases in accordance with FASB ASC Topic 842, *Leases*. At the inception of an arrangement, the Company determines\nwhether the arrangement is or contains a lease based on the unique facts and circumstances present. The Company has elected not to recognize\non the balance sheet leases with terms of one year or less. Options to renew a lease are not included in the Company’s initial\nlease term assessment unless there is reasonable certainty that the Company will renew. The Company monitors its plans to renew its material\nleases on a quarterly basis.\n\n \n\nF-11\n\n \n\n \n\nOperating\nlease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected\nremaining lease term. However, certain adjustments to the right-of-use asset may be required for items, such as incentives received.\nThe interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental\nborrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments\nin a similar economic environment. The Company has elected to account for the lease and non-lease components as a combined lease component.\nLease expense for operating lease payments is recognized on a straight-line basis over the lease term.\n\n \n\n**Revenue\nRecognition**\n\n \n\nNo\nrevenues were recognized for the year ended December 31, 2025. The\nCompany’s principal source of revenue during the year ended December 31, 2024, was derived from a collaboration\narrangement and license agreement that relate to the development and commercialization of PUR1900 under the Cipla Agreement (as\ndefined below).\n\n \n\nAt\ninception, management determines whether contracts are within the scope of FASB ASC Topic 606, *Revenue from Contracts with Customers*(“ASC 606”) or other topics, including FASB ASC Topic 808, *Collaborative Arrangements* (“ASC 808”).\nFor contracts that are within the scope of ASC 808, the Company evaluates whether the counterparty is a customer for any of the units\nof account (i.e., distinct goods and services) in the contract. For units of account where the counterparty is considered a customer,\nthe Company applies ASC 606 to those unit(s) of account, including recognition, measurement, presentation, and disclosure guidance. To\ndate, the Company has determined it is appropriate to apply ASC 606 to all contracts and units of account for contracts within the scope\nof ASC 808.\n\n \n\nFor\ncontracts and units of account that are determined to be within the scope of ASC 606, revenue is recognized when a customer obtains control\nof promised goods or services. The amount of revenue recognized reflects the consideration to which management expects to be entitled\nto receive in exchange for these goods and services. To achieve this core principle, management applies the following five steps (i)\nidentify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price;\n(iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company\nsatisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will\ncollect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.\n\n \n\n*Identification\nof Performance Obligations.* Performance obligations promised in a contract are identified at contract inception based on the goods\nand services that are both capable of being distinct and are distinct in the context of the contract. To the extent a contract includes\nmultiple promised goods and services, management applies judgment to determine whether promised goods and services are both capable of\nbeing distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted\nfor as a combined performance obligation.\n\n \n\n*Transaction\nPrice and Milestone Payments.*The transaction price is determined based on the consideration to which the Company will be entitled\nin exchange for transferring goods and services to the customer. At the inception of each contract that includes research or development\nmilestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to\nbe included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would\nnot occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s\ncontrol or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received.\nManagement evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve\nthe particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that\na significant revenue reversal would not occur. At the end of each reporting period, management reevaluates the probability of achievement\nof all milestones subject to constraint and, if necessary, adjust the estimate of the overall transaction price. Any such adjustments\nare recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.\n\n \n\nF-12\n\n \n\n \n\n*Exclusive\nLicenses.* If the license to the Company’s intellectual property is determined to be distinct from the other promises or performance\nobligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license\nwhen the license is transferred to the customer and the customer is able to use and benefit from the license. In assessing whether a\npromise or performance obligation is distinct from the other promises, the Company considers factors such as the research, development,\nmanufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the\ngeneral marketplace. In addition, the Company considers whether the counterparty can benefit from a promise for its intended purpose\nwithout the receipt of the remaining promise, whether the value of the promise is dependent on the unsatisfied promise, whether there\nare other vendors that could provide the remaining promise, and whether it is separately identifiable from the remaining promise. For\nlicenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation\nto determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate\nmethod of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period\nand, if necessary, adjusts the measure of performance and related revenue recognition. The measure of progress, and thereby periods over\nwhich revenue should be recognized, are subject to estimates by management and may change over the course of the research and development\nand licensing agreement. Such a change could have a material impact on the amount of revenue the Company records in future periods.\n\n \n\n*Research\nand Development Services.*The promises under the Company’s arrangements may include research and development services to be\nperformed by the Company on behalf of the counterparty. Payments or reimbursements from customers resulting from the Company’s\nresearch and development efforts are recognized as the services are performed and presented on a gross basis because the Company is the\nprincipal for such efforts. The Company uses an input method, according to the ratio of costs incurred to the total costs expected to\nbe incurred in the future to satisfy the performance obligation. In management’s judgment, this input method is the best measure\nof the transfer of control of the performance obligation. Amounts received prior to revenue recognition are recorded as deferred revenue.\nAmounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion\nof deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months\nfollowing the balance sheet date are classified as deferred revenue, net of current portion. Reimbursements from and payments to the\ncounterparty that are the result of a collaborative relationship, instead of a customer relationship, such as co-development activities,\nare recognized as the services are performed and presented as a reduction to research and development expense. To date, the Company has\ndetermined that all arrangements which include research and development services have been transacted with customers and recognized on\na gross basis using ASC 606.\n\n* *\n\n*Royalties.*For contracts that include sales-based royalties, including milestone payments upon first commercial sales and milestone payments\nbased on a level of sales, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant\nitem to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the\nperformance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied.\n\n \n\n*Customer\nOptions.*If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services,\nthe goods and services underlying the customer options that are not determined to be material rights are not considered to be performance\nobligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options\nfor material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined\nto represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement.\nThe Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based\non the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are\nnot recognized as revenue until, at the earliest, the option is exercised.\n\n \n\nFor\na complete discussion of accounting for the Company’s revenue contracts, see Note 5, *Significant Agreements*.\n\n \n\nF-13\n\n \n\n \n\n**Research\nand Development Costs**\n\n \n\nResearch\nand development costs are expensed as incurred and include salaries, benefits, bonus, stock-based compensation, license fees, milestone\npayments due under license agreements, costs paid to third-party contractors to perform research, conduct clinical trials, and develop\ndrug materials and delivery devices; and associated overhead and facilities costs. Clinical trial costs are a substantial component of\nresearch and development expenses and include costs associated with third-party contractors, clinical research organizations (“CROs”)\nand clinical manufacturing organizations (“CMOs”). Invoicing from third-party contractors for services performed can lag\nseveral months. The Company accrues the costs of services rendered in connection with third-party contractor activities based on management’s\nestimate of fees and costs associated with the contract that were rendered during the period and they are expensed as incurred. Research\nand development costs that are paid in advance of performance are capitalized as prepaid expenses and amortized over the service period\nas the services are provided.\n\n \n\n**Stock-based\nCompensation**\n\n \n\nThe\nCompany recognizes all employee stock-based compensation as a cost in the consolidated financial statements. Equity-classified awards\nprincipally related to stock options, which are measured at the grant date fair value of the award. The Company determines grant-date\nfair value of stock option awards using the Black-Scholes option-pricing model. For service-based vesting grants, expense is recognized\nover the requisite service period based on the number of options or shares expected to ultimately vest. For performance-based vesting\ngrants, expense is recognized over the requisite period until the performance obligation is met, assuming that it is probable. No expense\nis recognized for performance-based grants until it is probable the vesting criteria will be satisfied.\n\n \n\nStock-based\npayments to non-employees are recognized as services are rendered, generally on a straight-line basis. The Company believes that the\nfair values of these awards are more reliably measurable than the fair values of the services rendered.\n\n \n\n**Common\nStock Warrants**\n\n \n\nThe\nCompany classifies as equity any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with\na choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies\nas assets or liabilities any warrants that (i) require net-cash settlement (including a requirement to net cash settle the contract if\nan event occurs and if that event is outside the Company’s control), (ii) gives the counterparty a choice of net-cash settlement\nor settlement in shares (physical settlement or net-share settlement) or (iii) that contain reset provisions that do not qualify for\nthe scope exception. The Company assesses classification of its common stock warrants and other freestanding derivatives at each reporting\ndate to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding derivatives\nconsist of warrants to purchase common stock that were issued in connection with its (i) convertible preferred stock, (ii) private placements,\n(iii) term loan, (iv) consulting services and (v) underwriting and representative services.\n\n \n\nWarrants\nthat are determined to require equity classification are measured at fair value upon issuance and are not subsequently remeasured unless\nthey are required to be reclassified. Warrants that are determined to require liability classification are subject to re-measurement\nat each balance sheet date until exercised, terminated or reclassified, and any change in fair value is recognized in the Company’s\nconsolidated statements of operations.\n\n \n\n**Basic\nand Diluted Net Loss Per Share**\n\n \n\nBasic\nnet loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period.\nDiluted net loss per share is calculated by dividing the weighted-average number common shares outstanding during the period, after taking\ninto consideration any potentially dilutive effects from outstanding stock options or warrants.\n\n \n\nF-14\n\n \n\n \n\nBasic\nand diluted earnings (loss) per share are computed using the two-class method, which is an earnings allocation method that determines\nearnings (loss) per share for common shares and participating securities. The participating securities consist of outstanding warrants\nto purchase common stock. Undistributed earnings are allocated between common shares and participating securities as if all earnings\nhad been distributed during the period. In periods of loss, no allocation is made to the participating securities.\n\n \n\nBasic\nand diluted net loss per share are the same in periods for which the effect of potentially dilutive securities would be antidilutive.\n\n \n\n**Income\nTaxes**\n\n \n\nIncome\ntaxes are recorded in accordance with FASB ASC Topic 740, *Income Taxes* (“ASC 740”), which provides for deferred taxes\nusing an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences\nof events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined\nbased on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for\nthe year in which the differences are expected to reverse. A valuation allowance is provided, if, based upon the weight of available\nevidence, it is more likely than not that some or all of the net deferred tax assets will not be realized.\n\n \n\nThe\nCompany accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company\nrecognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as\nto whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration\nof the available facts and circumstances.\n\n \n\n**Recent\nAccounting Pronouncements**\n\n \n\nFrom\ntime to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard\nsetting bodies that are adopted by the Company as of the specified effective date. The Company did not adopt any new accounting pronouncements\nduring the year ended December 31, 2025, that had a material effect on its consolidated financial statements.\n\n \n\nIn\nDecember 2023, the FASB issued Accounting Standard Update 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax\nDisclosures*(“ASU 2023-09”). The guidance in ASU 2023-09 improves the transparency of income tax disclosures by\ngreater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The standard\nbecomes effective for the annual period beginning on January 1, 2025, with early adoption permitted. The Company prospectively\nadopted ASU 2023-09 in its 2025 annual period, which resulted in additional income tax disclosures. Refer to Note 11, *Income\nTaxes* for further information.\n\n \n\nIn\nNovember 2024, the FASB issued ASU 2024-03, *Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures\n(Subtopic 220-40): Disaggregation of Income Statement Expenses*(“ASU 2024-03”). The guidance in ASU 2024-03 requires\ndisclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure\nrequirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after\nDecember 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that adoption of ASU 2024-03 may have\non its consolidated financial statements.\n\n \n\nAs\nof December 31, 2025, there are no other new, or existing recently issued, accounting pronouncements that are of significance, or potential\nsignificance, that impact the Company’s consolidated financial statements.\n\n \n\nF-15\n\n \n\n \n\n**3.\nPrepaid Expenses and Other Current Assets**\n\n \n\nPrepaid\nexpenses and other current assets consisted of the following:\n\nSchedule\nof Prepaid Expenses and Other Current Assets \n\n  \n\n**December 31,**\n\n**2025**\n  \n\n**December 31,**\n\n**2024**\n \n\nSoftware and hosting costs \n$4  \n$19 \n\nInsurance \n 3  \n 200 \n\nOther \n 34  \n 180 \n\nTotal prepaid expenses and other current assets \n$41  \n$399 \n\n \n\n**4.\nAccrued Expenses and Other Current Liabilities**\n\n \n\nAccrued\nexpenses and other current liabilities consisted of the following:\n\nSchedule of Accrued Expenses and Other Current Liabilities \n\n  \n\n**December 31,**\n\n**2025**\n  \n\n**December 31,**\n\n**2024**\n \n\nWages and incentives \n 41  \n 38 \n\nLegal and patents \n 2  \n 11 \n\nOther \n 14  \n 71 \n\nTotal accrued expenses and other current liabilities \n$57  \n$120 \n\n \n\n**5.\nSignificant Agreements**\n\n \n\n*Development\nand Commercialization Agreement with Cipla Technologies LLC (“Cipla”)*\n\n \n\nOn\nApril 15, 2019, the Company entered into a Development and Commercialization Agreement (the “Cipla Agreement”) with Cipla\nfor the co-development and commercialization, on a worldwide exclusive basis, of PUR1900, the Company’s inhaled iSPERSE*™*drug delivery system (the “Product”) enabled formulation of the antifungal drug itraconazole, which is only available\nas an oral drug, for the treatment of all pulmonary indications, including allergic bronchopulmonary aspergillosis (“ABPA”)\nin patients with asthma. The Company entered into an amendment to the Cipla Agreement on November 8, 2021 (the “Second Amendment”)\nand a subsequent amendment on January 6, 2024 (the “Third Amendment”). All references to the Cipla Agreement herein refer\nto the Cipla Agreement, as amended.\n\n \n\nThe\nCompany received a non-refundable upfront payment of $22.0 million (the “Upfront Payment”) under the Cipla Agreement. Upon\nreceipt of the Upfront Payment, the Company irrevocably assigned to Cipla the following assets, solely to the extent that each covers\nthe Product in connection with any treatment, prevention, and/or diagnosis of diseases of the pulmonary system (“Pulmonary Indications”):\nall existing and future technologies, current and future drug master files, dossiers, third-party contracts, regulatory filings, regulatory\nmaterials and regulatory approvals, patents, and intellectual property rights, as well as any other associated rights and assets directly\nrelated to the Product, specifically in relation to Pulmonary Indications (collectively, the “Assigned Assets”), excluding\nmost specifically the Company’s iSPERSE*™* technology. A portion of the Upfront Payment was deposited by\nthe Company into a bank account, along with an equal amount from the Company, and was dedicated to the development of the Product (the\n“Initial Development Funding”). The Initial Development Funding was depleted during the year ended December 31, 2021, at\nwhich point the Company and Cipla each became responsible for a portion of the development costs actually incurred as described below\n(the “Co-Development Phase”).\n\n \n\nPursuant\nto the Second Amendment, the Company and Cipla were each responsible for 60% and 40%, respectively, of the Company’s overhead costs\nand the time spent by the Company’s employees and consultants on development of the Product (“Direct Costs”). The Company\nshared all other development costs with Cipla that were not Direct Costs, such as the cost of clinical research organizations, manufacturing\ncosts and other third-party costs, on a 50/50 basis.\n\n \n\nF-16\n\n \n\n \n\nPursuant\nto the Third Amendment, the Company and Cipla agreed that, during the period commencing on January 6, 2024 and ending July 30, 2024 (the\n“Wind Down Period”), the Company would complete all Phase 2b activities, assign or license all patents to Cipla and their\nregistration with the appropriate authorities in regions other than the United States, complete a physical and demonstrable technology\ntransfer and secure all data from the Phase 2b study for inclusion in the safety database. The Company shared costs with Cipla during\nthe Wind Down Period in the same proportions in effect with the Second Amendment discussed above, but subject to a maximum reimbursement\namount by Cipla as approved by the joint steering committee. The Company completed all Phase 2b activities by the end of the Wind Down\nPeriod.\n\n* *\n\n*Accounting\nTreatment*\n\n \n\nThe\nCompany originally concluded that because both it and Cipla are active participants in the arrangement and are exposed to the significant\nrisks and rewards of the collaboration, the Company’s collaboration with Cipla is within the scope of ASC 808. The Company concluded\nthat Cipla is a customer since they contracted with the Company to obtain research and development services and a license to the Assigned\nAssets, each of which is an output of the Company’s ordinary activities, in exchange for consideration. Therefore, the Company\nhas applied the guidance in ASC 606 to account for the research and development services and a license within the contract. The Company\ndetermined that the research and development services and license to the Assigned Assets are considered highly interdependent and highly\ninterrelated and therefore are considered a single combined performance obligation because Cipla cannot benefit from the license without\nthe performance by the Company of the research and development services. Such research and development services are highly specialized\nand proprietary to the Company and therefore not available to Cipla from any other third party.\n\n \n\nThe\nCompany initially determined the total transaction price to be $22.0 million - comprised of $12.0 million for research and development\nservices for the Product and $10.0 million for the irrevocable license to the Assigned Assets. Any consideration related to the Co-Development\nPhase was not initially included in the transaction price as such amounts were subject to the variable consideration constraint. Additionally,\nthe Company has fully constrained any transaction price that might be realized upon commercialization.\n\n \n\nRevenue\nis recognized for the Cipla Agreement as the research and development services are provided using an input method, according to the ratio\nof costs incurred to the total costs expected to be incurred in the future to satisfy the Company’s obligations. In management’s\njudgment, this input method is the best measure of the transfer of control of the combined performance obligation. The amounts received\nthat have not yet been recognized as revenue are recorded in deferred revenue on the Company’s consolidated balance sheets, with\namounts expected to be recognized in the next 12 months recorded as current.\n\n \n\nThe\nCompany concluded that the Third Amendment is a contract modification that should be accounted for as part of the existing contract.\nDuring the years ended December 31, 2025 and 2024, the Company recognized $0 and $6.9 million, respectively, in revenue related to the\nresearch and development services and irrevocable license to the Assigned Assets in the Company’s consolidated statements of operations.\nThe revenue recognized during the year ended December 31, 2024 was primarily associated with the cumulative catch-up recorded as a result\nof the contract modification, that had been included in deferred revenue at the beginning of that period. As of December 31, 2025, all\nof the Company’s performance obligations under the Cipla Agreement have been satisfied.\n\n \n\n*Agreements\nwith MannKind Corporation (“MannKind”)*\n\n \n\nOn\nMay 28, 2024, the Company executed certain agreements with MannKind and the Company’s landlord (collectively, the “MannKind\nTransaction”), all of which closed during July 2024. The agreements with MannKind included a Bill of Sale and Assignment Agreement\n(the “Bill of Sale”) with respect to the assignment of the Company’s rental facility at 36 Crosby Drive, Bedford, Massachusetts\n(the “Bedford Facility”) to MannKind along with the transfer of all leasehold improvements, laboratory equipment and other\nrelated personal property. In connection with the assignment of the Bedford Facility, the Company, MannKind and Cobalt Propco 2020, LLC\n(the “Landlord”) entered into an Amendment to Lease and Consent to Assignment of Lease (the “Lease Assignment Agreement”)\npursuant to that certain Lease Agreement, dated as of January 7, 2022 (the “Lease Agreement”), by and between the Company\nand the Landlord. Pursuant to the Lease Assignment Agreement, MannKind assumed all of the Company’s obligations under the Lease\nAgreement, including all rent and other payments.\n\n \n\nF-17\n\n \n\n \n\nIn\nconnection with these transactions, the Company and MannKind entered into an Intellectual Property Cross License Agreement (the “Cross\nLicense Agreement”). Pursuant to the Cross License Agreement, the Company granted to MannKind (i) an exclusive license to develop,\nuse, manufacture, market, offer and sell iSPERSE formulations of Clofazimine, (ii) an exclusive license to develop, use, manufacture,\nmarket, offer and sell formulations of iSPERSE with one more active pharmaceutical ingredients for the treatment of nontuberculous mycobacteria\nlung disease in humans, (iii) an exclusive license to develop, use, manufacture, market, offer and sell iSPERSE formulations of insulin,\n(iv) a non-exclusive license to develop, use, manufacture, market, offer and sell formulations of iSPERSE with one more active pharmaceutical\ningredients for the treatment of endocrine disease in humans, and (v) a non-exclusive license to develop, use, manufacture, market, offer\nand sell formulations of iSPERSE with one more active pharmaceutical ingredients for the treatment of interstitial lung diseases (including\nIPF, PPF and other related lung diseases) in humans (collectively, the “Out-License”).\n\n \n\nAdditionally,\npursuant to the Cross License Agreement, MannKind granted to the Company (i) the exclusive right to develop, use, manufacture, market,\noffer and sell its single-use disposable dry powder inhaler (including all modifications or improvement thereto made by or on behalf\nof the Company, the “Cricket Device”) for the inhaled delivery of dihydroergotamine in any formulation whatsoever, including\nthe Company’s PUR3100 treatment of acute migraine and (ii) a non-exclusive license to develop, use, manufacture, market, offer\nand sell the Cricket Device for the inhaled delivery of one more active pharmaceutical ingredients formulated with iSPERSE for the treatment\nof neurological disease in humans (collectively, the “In-License”).\n\n \n\nAdditionally,\npursuant to the Master Services Agreement, by and between the Company and MannKind, MannKind shall provide certain development services\nto the Company, including but not limited to, activities to develop a dry powder formulation of the active pharmaceutical ingredient\nthat the Company provides to MannKind for oral inhalation using iSPERSE.\n\n \n\nTo\nmaintain continuity of iSPERSE platform knowledge, MannKind hired certain members of the Company’s research and development staff\nin July 2024.\n\n \n\n*Accounting\nTreatment*\n\n \n\nThe\nCompany determined that the MannKind Transaction represents a combined agreement for accounting purposes, as the individual components\nhave the same overall commercial objectives and the consideration under each component is dependent on the other components.\n\n \n\nThe\nconsideration due to the Company in the MannKind Transaction consists solely of the non-cash consideration in the form of the In-License.\nThe fair value of the non-cash consideration received should be allocated to the other components of the MannKind Transaction to determine\nthe consideration received for the other components. The Company determined that the fair value of the In-License is immaterial given\nthat adequate alternative inhaler devices are already available on the market (and indeed, the Company has already established use of\nanother third-party inhalation device in their PUR3100 Phase 1 trial that performed well as a DHE delivery device as reported in a peer-reviewed\npublication), and considering optional purchases of Cricket Devices are at market prices. Accordingly, the consideration allocated to\nother components of the MannKind Transaction was immaterial.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company accounted for the Lease Assignment Agreement upon execution as a lease modification that\nreduced the lease term to the assignment date in July 2024. Accordingly, the Company remeasured its operating lease liability as of the\nmodification date to reflect the decrease in fixed lease payments, with the amount of the remeasurement, $8.4 million, adjusted by a\ncorresponding reduction to the right-of-use asset.\n\n \n\nThe\nCompany determined that its operating lease right-of-use asset and property and equipment subject to the Bill of Sale represented a disposal\ngroup. The Company recorded a full write-down of the disposal group’s carrying value in the amount of $2.6 million during the year\nended December 31, 2025.\n\n \n\nConcurrent\nwith the closing of the MannKind Transaction, the Company terminated and MannKind hired the majority of the Company’s research\nand development employees, representing approximately two-thirds of the Company’s workforce at the time. The Company agreed to\nprovide termination benefits to these employees, which was fully paid during the year ended December 31, 2024.\n\n \n\nF-18\n\n \n\n \n\n**6.\nCommon Stock**\n\n \n\nIn\nMay 2021, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with H.C. Wainwright and Co.,\nLLC (“HCW”) to act as the Company’s sales agent with respect to the issuance and sale of up to $20.0 million of the\nCompany’s shares of common stock, from time to time in an at-the-market public offering (the “ATM Offering”). Upon\nfiling of the Annual Report, the Company continued to be subject to General Instruction I.B.6 of Form S-3, pursuant to which in no event\nwill the Company sell its common stock in a registered primary offering using Form S-3 with a value exceeding more than one-third of\nits public float in any 12 calendar month period so long as its public float remains below $75,000,000. Therefore, the amount that may\nbe able to be raised using the ATM Offering will be significantly less than $20,000,000, until such time as the Company’s public\nfloat held by non-affiliates exceeds $75,000,000.\n\n \n\nSales\nof common stock under the Sales Agreement are made pursuant to an effective shelf registration statement on Form S-3, which was filed\nwith the SEC on May 17, 2024, and subsequently declared effective on May 30, 2024 (File No. 333-279491), and a related prospectus. HCW\nacts as the Company’s sales agent on a commercially reasonable efforts basis, consistent with its normal trading and sales practices\nand applicable state and federal laws, rules and regulations and the rules of The Nasdaq Capital Market. If expressly authorized by the\nCompany, HCW may also sell the Company’s common stock in privately negotiated transactions. There is no specific date on which\nthe ATM Offering will end, there are no minimum sale requirements and there are no arrangements to place any of the proceeds of the ATM\nOffering in an escrow, trust or similar account. HCW is entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds\nfrom the sale of the Company’s common stock pursuant to the Sales Agreement.\n\n \n\nDuring\nthe years ended December 31, 2025, and 2024, no shares of common stock were sold under the Sales Agreement.\n\n \n\n**7.\nWarrants**\n\n \n\nThe\nfollowing table summarizes warrant activity for the year ended December 31, 2025:\n\n \n\nSchedule\nof Rollforward of Common Stock Warrants Outstanding\n\n  \n\nNumber of\n\nCommon Warrants\n  \n\nWeighted Average\n\nExercise Price\n  \nAverage Remaining Contractual Term (Years)  \n\nAggregate\n\nIntrinsic Value\n \n\nOutstanding January 1, 2025 \n 934,373  \n$55.01  \n    \n       \n\nWarrants Expired \n (551,785) \n 79.15  \n    \n   \n\nOutstanding December 31, 2025 \n 382,588  \n$20.20  \n 0.82  \n$- \n\n \n\nThe\nfollowing represents a summary of the warrants outstanding at December 31, 2025, all of which are equity-classified:\n\n Schedule\nof Warrants Outstanding and Exercisable\n\nIssue Date \nAdjusted\nExercise Price  \nExpiration Date \nNumber of Shares\nUnderlying\nWarrants \n\nDecember 17, 2021 \n$14.99  \nDecember 15, 2026 \n 36,538 \n\nDecember 17, 2021 \n$13.99  \nDecember 17, 2026 \n 281,047 \n\nFebruary 16, 2021 \n$49.99  \nFebruary 11, 2026 \n 65,003 \n\nTotal \n    \n  \n 382,588 \n\n \n\nF-19\n\n \n\n \n\nWarrants\nto purchase 535,830 shares of common stock with a contingent cash redemption feature expired during the year ended December 31, 2025.\nThese warrants included terms that could have given rise to an obligation of the Company to pay cash to its warrant holders following\na change in control. Following the execution of the Merger Agreement on November 13, 2024, the Company concluded this contingent cash\nredemption feature was no longer within its control and accordingly reclassified these warrants from equity to liability, remeasuring\nthe fair value of these warrants at approximately $67 thousand as of December 31, 2024, recording a corresponding loss in the Company’s\nconsolidated statements of operations. Since the warrants expired during the year ended December 31, 2025, prior to a change in control\noccurring, the Company recorded a gain of $67 thousand in the Company’s consolidated statements of operations for the year ended\nDecember 31, 2025.\n\n \n\nWarrants\nto purchase 65,003 shares of common stock, with a weighted-average exercise price of $49.99, expired subsequent to December 31, 2025,\nbut before the date these consolidated financial statements were issued.\n\n** **\n\n**8.\nStock-based Compensation**\n\n \n\nThe\nCompany sponsored the Pulmatrix, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan (the “Incentive\nPlan”), which expired on June 10, 2025. No new awards may be made under the Incentive Plan after its expiration date. Awards issued\nunder the Incentive Plan prior to its expiration remain outstanding in accordance with their terms.\n\n \n\nNo\nstock options were granted during the years ended December 31, 2025, and 2024. The following table summarizes stock option activity for\nthe year ended December 31, 2025:\n\nSchedule\nof Stock Option Activity \n\n  \n\n**Number of**\n\n**Options**\n  \n\n**Weighted-**\n\n**Average**\n\n**Exercise**\n\n**Price**\n  \n\n**Weighted-**\n\n**Average**\n\n**Remaining**\n\n**Contractual Term**\n\n**(Years)**\n  \n\n**Aggregate**\n\n**Intrinsic**\n\n**Value**\n \n\nOutstanding - January 1, 2025 \n 34,046  \n$30.55  \n    \n - \n\nForfeited or expired \n (188) \n 2,350.64  \n    \n   \n\nOutstanding - December 31, 2025 \n 33,858  \n 17.67  \n 5.72  \n$- \n\nExercisable - December 31, 2025 \n 30,961  \n 18.95  \n 5.60  \n$- \n\n \n\nThe\nCompany records stock-based compensation expense related to stock options based on their grant-date fair value. As of December 31, 2025,\nthere was an immaterial amount of unrecognized stock-based compensation expense related to unvested stock options granted under the Company’s\nIncentive Plan.\n\n \n\nThe\nfollowing table presents total stock-based compensation expense for the years ended December 31, 2025, and 2024:\n\nSchedule\nof Stock-based Compensation Expenses \n\n  \n2025  \n2024 \n\n  \nYear Ended December 31, \n\n  \n2025  \n2024 \n\nResearch and development \n$-  \n$149 \n\nGeneral and administrative \n 25  \n 362 \n\nTotal stock-based compensation expense \n$25  \n$511 \n\n \n\nF-20\n\n \n\n \n\n**9.\nCommitments and Contingencies**\n\n \n\n*Research\nand Development Activities*\n\n \n\nThe\nCompany has contracted with various other organizations to conduct research and development activities, including clinical trials. The\nscope of the services under contracts for research and development activities may be modified and the contracts, subject to certain conditions,\nmay generally be cancelled by the Company upon written notice. In some instances, the contracts, subject to certain conditions, may be\ncancelled by the third party. As of December 31, 2025, the Company had no material noncancellable commitments.\n\n \n\n*Legal\nProceedings*\n\n \n\nIn\nthe ordinary course of its business, the Company may be involved in various legal proceedings involving contractual and employment relationships,\npatent or other intellectual property rights, and a variety of other matters. The Company is not aware of any pending legal proceedings\nthat would reasonably be expected to have a material impact on the Company’s financial position or results of operations.\n\n** **\n\n****\n\n****\n\n**10.\nLeases**\n\n \n\nFollowing\nthe closing of the MannKind Transaction in the third quarter of 2024, in which the Company assigned its former lease to MannKind, the\nCompany has operated as a virtual company. The Company entered into a short-term agreement to maintain a corporate address at 945 Concord\nStreet, Framingham, Massachusetts. No lease liability or right-of-use asset has been recorded for this short-term lease, and the short-term\nlease cost associated with this lease is immaterial.\n\n \n\n*Previous\nHeadquarters*\n\n \n\nOn\nMay 28, 2024, as part of the MannKind Transaction (see further discussion in Note 5, *Significant Agreements*), the Company and\nthe Landlord executed the Lease Assignment Agreement to assign the Lease Agreement to MannKind in July 2024. The Company accounted for\nthe Lease Assignment Agreement as a lease modification that reduced the lease term to the assignment date in July 2024. Accordingly,\nduring the year ended December 31, 2024, the Company remeasured its lease liability as of the modification date to reflect the decrease\nin fixed lease payments, with the amount of the remeasurement, $8.4 million, adjusted by a corresponding reduction to the right-of-use\nasset.\n\n \n\nFollowing\nthe closing of the MannKind Transaction, $1.4 million of restricted cash was released in August 2024, which had been held in a depository\naccount at a financial institution to collateralize a conditional stand-by letter of credit related to the Lease Agreement.\n\n \n\nThe\ncomponents of lease expense for the Company for the years ended December 31, 2025, and 2024 were as follows:\n\nSchedule\nof Components of Lease Expenses \n\n  \n2025  \n2024 \n\n  \nYear Ended December 31, \n\n  \n2025  \n2024 \n\nLease cost \n    \n   \n\nFixed lease cost \n$-  \n$678 \n\nVariable lease cost \n -  \n 214 \n\nTotal lease cost \n$-  \n$892 \n\n  \n    \n   \n\nOther information \n    \n   \n\nCash paid for amounts included in the measurement of lease liabilities \n$-  \n$681 \n\nWeighted-average remaining lease term \n -  \n - \n\nWeighted-average discount rate \n -  \n - \n\n \n\nF-21\n\n \n\n \n\n****\n\n**11.\nIncome Taxes**\n\n \n\nThe\nCompany had no income tax expense due to operating losses incurred for the years ended December 31, 2025 and 2024.\n\n \n\nThe\nCompany adopted ASU 2023-09 on a prospective basis beginning with the year ended December 31, 2025. The following table presents the\nrequired disclosure pursuant to ASU 2023-09 and reconciles the U.S. federal statutory tax amount and rate to the actual effective amount\nand rate for the year ended December 31, 2025:\n\n \n\nSchedule\nof Reconciliation of U.S Federal Statutory Tax and Effective Amount and Rate \n\n  \n2025 \n\n  \nAmount  \nPercent \n\nU.S federal statutory tax rate \n$(1,084) \n 21.0%\n\nChanges in valuation allowances \n 1,018  \n (19.7)%\n\nNontaxable or nondeductible items \n    \n   \n\nStock-based compensation \n 63  \n (1.2)%\n\nOther \n 3  \n (0.1)%\n\nEffective tax rate \n$-  \n -%\n\n \n\nThe\nfollowing table presents the required disclosure prior to the adoption of ASU 2023-09 and reconciles the U.S. federal statutory income\ntax rate to the actual effective income tax rate for the years ended December 31, 2024:\n\n \n\nSchedule\nof Reconciliation of Federal Statutory Income Tax Rate To Effective Income Tax Rate\n\n  \n2024 \n\nIncome tax computed at federal statutory tax rate \n 21.0%\n\nState taxes, net of federal benefit \n 5.5%\n\nResearch and development credits \n 5.8%\n\nExpiration of stock options \n (7.7)%\n\nPermanent differences \n (2.4)%\n\nLimitations on credits and net operating losses \n (1.2)%\n\nChange in valuation allowance \n (21.0)%\n\nEffective tax rate \n - \n\n \n\nThe\nsignificant components of the Company’s deferred tax assets as of December 31, 2025 and 2024 were as follows:\n\n \n\nSchedule\nof Components of Deferred Tax Assets\n\n  \n2025  \n2024 \n\nDeferred tax assets: \n    \n   \n\nNet operating loss carryforwards \n$19,311  \n$16,116 \n\nCapitalized research and experimental costs \n 5,708  \n 7,836 \n\nResearch and development credit carryforwards \n 1,945  \n 1,945 \n\nCapitalized start-up expenses \n 117  \n 135 \n\nStock-based compensation \n 108  \n 183 \n\nOther \n 660  \n 309 \n\nTotal deferred tax assets \n 27,849  \n 26,524 \n\nValuation allowance \n (27,849) \n (26,524)\n\nNet deferred tax assets \n$-  \n$- \n\n \n\nSubject\nto the limitations described below, as of December 31, 2025, the Company had federal net operating loss carryforwards of approximately\n$81.7 million available to reduce future taxable income, of which $3.8 million is subject to expiration between 2026 and 2037 and $77.9\nmillion may be carried forward indefinitely. As of December 31, 2025, the Company had state net operating loss carryforwards of approximately\n$33.9 million, which is subject to expiration between 2030 and 2045. The Company also had research and development credits of approximately\n$1.9 million as of December 31, 2025 to offset future federal and state income taxes, which is subject to expiration at various times\nthrough 2044.\n\n \n\nF-22\n\n \n\n \n\nUnder\nthe provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment\nby the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual\nlimitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period\nin excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions.\nThis could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount\nof the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership\nchanges may further affect the limitation in future years. The Company has completed several financings since its inception which it\nbelieves has resulted in changes in control as defined by Sections 382 and 383 of the Internal Revenue Code.\n\n \n\nManagement\nof the Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and determined\nthat it is more likely than not that the Company will not recognize the benefits of the deferred tax assets. As a result, a full valuation\nallowance was recorded as of December 31, 2025 and 2024. The valuation allowance increased by $1.3 million during the year ended December\n31, 2025, primarily due to the increase in loss carryforwards by the Company.\n\n \n\nThe\nOne Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. on July 4, 2025. OBBBA introduced significant changes to the\nU.S. federal corporate tax system, including retroactive relief for certain small business taxpayers, such as reinstatement of immediate\nexpensing for domestic research and development expenditures and modifications to the business interest expense limitation. Under U.S.\nGAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. Accordingly, the provisions impacting\nthe Company have been reflected in the financial statements for the year ended December 31, 2025, and did not have a material impact\nas the Company has a valuation allowance against its net deferred tax assets.\n\n \n\nThe\nCompany is currently not under examination by the Internal Revenue Service or any other jurisdictions for any tax years. The Company\nfiles income tax returns in the United States for federal and state income taxes. In the normal course of business, the Company is subject\nto examination by tax authorities in the United States. Since the Company is in a loss carryforward position, the Company is generally\nsubject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carryforward is utilized.\nThe Company’s returns remain subject to federal and state audits for the years 2022 through 2025. However, carryforward attributes\nfrom prior years may still be adjusted upon examination by tax authorities if they are used in an open period.\n\n \n\nThe\nCompany may from time to time be assessed interest or penalties by major tax jurisdictions. The Company recognizes interest and penalties\nrelated to uncertain tax positions in income tax expense. The Company has not recorded interest or penalties on any unrecognized tax\nbenefits since its inception.\n\n \n\nThe\nroll-forward of the Company’s gross uncertain tax positions is as follows:\n\n \n\nSchedule\nof Roll-forward of Gross Uncertain Tax Positions\n\n  \nGross\nUncertain\nTax Position \n\nBalance - January 1, 2024 \n$505 \n\nAdditions for current year tax positions \n 139 \n\nBalance - December 31, 2024 \n 644 \n\nAdditions for current year tax positions \n - \n\nBalance - December 31, 2025 \n$644 \n\n \n\nThe\nCompany’s total uncertain tax positions did not have any changes during the year ended December 31, 2025. None of the uncertain\ntax positions, if realized, would affect the Company’s effective tax rate in future periods due to a valuation allowance provided\nagainst the Company’s net deferred tax assets.\n\n** **\n\nF-23\n\n \n\n \n\n**12.\nNet Loss Per Share**\n\n \n\nBasic\nnet loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period.\nDiluted loss per share is calculated by dividing net loss by the weighted-average number common shares outstanding during the period,\nafter taking into consideration any potentially dilutive effects from outstanding stock options or warrants.\n\n \n\nBasic\nand diluted net loss per share were the same for the years ended December 31, 2025, and 2024, as the effect of potentially dilutive securities\nwould have been anti-dilutive. The following potentially dilutive securities outstanding have been excluded from the computation of diluted\nweighted-average shares outstanding, because such securities had an anti-dilutive impact:\n\n Schedule\nof Computation of Anti-Dilutive Weighted-Average Shares Outstanding\n\n  \nYear Ended December 31, \n\n  \n2025  \n2024 \n\nOptions to purchase common stock \n 33,858  \n 34,046 \n\nWarrants to purchase common stock \n 382,588  \n 934,373 \n\nTotal potentially dilutive securities excluded \n 416,446  \n 968,419 \n\n \n\n**13.\nSegment Reporting**\n\n \n\nThe\nCompany operates in a single reportable segment. The accounting policies of the segment are the same as those described in the summary\nof significant accounting policies (Note 2). The measure of segment assets is reported on the balance sheet as total consolidated assets.\n\n \n\nThe\nCompany’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information\npresented on a consolidated basis. The CODM uses net loss to assess financial performance of the Company and allocate resources, in addition\nto operating forecasts and clinical results.\n\n \n\nThe\nCompany’s single segment revenue, significant segment expenses, other segment items and net loss are each presented separately\non the Company’s consolidated statements of operations.\n\n \n\n**14.\nSubsequent Events**\n\n \n\nThe\nCompany has completed an evaluation of all subsequent events after the balance sheet date of December 31, 2025, through the date the\nconsolidated financial statements were issued to ensure that the consolidated financial statements include appropriate disclosure of\nevents both recognized in the consolidated financial statements as of December 31, 2025, and events which occurred subsequently but were\nnot recognized in the consolidated financial statements. The Company has concluded that no subsequent events have occurred that require\ndisclosure, except as disclosed within the consolidated financial statements.\n\n \n\nF-24"}