The information set forth below should be read in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q as well as the audited financial statements and the notes thereto contained in our current report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 23, 2021, and amended on March 26, 2021 and May 14, 2021. Unless stated otherwise, references in this Quarterly Report on Form 10-Q to "us," "we," "our," or our "Company" and similar terms refer to Pulmatrix, Inc., a Delaware corporation and its subsidiaries.





Forward-Looking Statements



This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical fact contained herein, including statements regarding our business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results, are forward-looking statements. Words such as "anticipates," "assumes," "believes," "can," "could," "estimates," "expects," "forecasts," "guides," "intends," "is confident that," "may," "plans," "seeks," "projects," "targets," and "would," and their opposites and similar expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will actually be achieved. Forward-looking statements are based on information we have when those statements are made or our management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:





  ? the impact of the novel coronavirus ("COVID-19") on the Company's ongoing and
    planned clinical trials;

  ? the geographic, social and economic impact of COVID-19 on the Company's
    ongoing and planned clinical trials;

  ? our history of recurring losses and negative cash flows from operating
    activities, significant future commitments and the uncertainty regarding the
    adequacy of our liquidity to pursue or complete our business objectives;

  ? our inability to carry out research, development and commercialization plans;

  ? our inability to manufacture our product candidates on a commercial scale on
    our own or in collaborations with third parties;

  ? our inability to complete preclinical testing and clinical trials as
    anticipated;

  ? our collaborators' inability to successfully carry out their contractual
    duties;

  ? termination of certain license agreements;

  ? our ability to adequately protect and enforce rights to intellectual property,
    or defend against claims of infringement by others;




       ?   difficulties in obtaining financing on commercially reasonable terms,
           or at all;

       ?   intense competition in our industry, with competitors having
           substantially greater financial, technological, research and
           development, regulatory and clinical, manufacturing, marketing and
           sales, distribution, personnel and resources than we do;

       ?   entry of new competitors and products and potential technological
           obsolescence of our products;

       ?   adverse market and economic conditions;

       ?   loss of one or more key executives or scientists; and

       ?   difficulties in securing regulatory approval to market our product
           candidates.




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For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those projected in these forward-looking statements, see the risk factors and uncertainties set forth in Part II, Item 1A of this Quarterly Report. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise, except as required by law.





Overview



Business


We are a clinical stage biotechnology company focused on the discovery and development of novel inhaled therapeutic products intended to prevent and treat respiratory and other diseases with significant unmet medical needs.

We design and develop inhaled therapeutic products based on our proprietary dry powder delivery technology, iSPERSE™ (inhaled Small Particles Easily Respirable and Emitted), which enables delivery of small or large molecule drugs to the lungs by inhalation for local or systemic applications. The iSPERSE powders are engineered to be small, dense particles with highly efficient dispersibility and delivery to airways. iSPERSE powders can be used with an array of dry powder inhaler technologies and can be formulated with a broad range of drug substances including small molecules and biologics. We believe the iSPERSE dry powder technology offers enhanced drug loading and delivery efficiency that outperforms traditional lactose-blend inhaled dry powder therapies.

We believe the advantages of using the iSPERSE technology include reduced total inhaled powder mass, enhanced dosing efficiency, reduced cost of goods and improved efficacy, safety, and tolerability profiles. Our goal is to develop breakthrough therapeutic products that are safe, convenient, and more effective than the existing therapeutic products for respiratory and other diseases where iSPERSE properties are advantageous.

Our current pipeline is aligned to this goal as we develop iSPERSE-based therapeutic candidates which target the prevention and treatment of a range of diseases. These therapeutic candidates include Pulmazole for the treatment of allergic bronchopulmonary aspergillosis ("ABPA") in patients with asthma, and in patients with cystic fibrosis ("CF"), PUR1800 for the treatment of acute exacerbations of chronic obstructive pulmonary disease ("AECOPD"), and PUR3100 for the treatment of acute migraine. Each program is enabled by its unique iSPERSE formulation designed to achieve specific therapeutic objectives.

We intend to capitalize on our iSPERSE technology platform and our expertise in inhaled therapeutics to identify new product candidates for the prevention and treatment of diseases with significant unmet medical needs and to build our product pipeline beyond our existing candidates. In order to advance clinical trials for our therapeutic candidates and leverage the iSPERSE platform to enable delivery of partnered compounds, we intend to form strategic alliances with third parties, including pharmaceutical and biotechnology companies or academic or private research institutes.

We expect to continue to incur significant expenses and increasing operating losses for at least the next several years based on our drug development plans. We expect our expenses and capital requirements will increase substantially in connection with our ongoing activities, as we:





  ? continue Pulmazole clinical trials focused on the development of an inhaled
    anti-fungal therapy to prevent and treat allergic/hypersensitivity response to
    fungus in the lungs of patients with asthma and CF;

  ? continue ongoing clinical and non-clinical trials for PUR1800, focusing on the
    development of an inhaled kinase inhibitor for treatment of AECOPD;

  ? initiate and complete non-clinical studies for PUR3100, an orally inhaled
    dihydroergotamine ("DHE") to support planned Ph1 and Ph2 clinical studies for
    the treatment of acute migraine;

  ? seek regulatory approval for our product candidates;

  ? capitalize on our proprietary iSPERSE technology and our expertise in inhaled
    therapeutics and particle engineering to identify new product candidates for
    prevention and treatment of diseases with significant unmet medical needs;




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  ? invest in protecting and expanding our intellectual property portfolio and
    file for additional patents to strengthen our intellectual property rights and

  ? hire personnel to support our product development, commercialization, and
    administrative efforts



We do not have any products approved for sale and have not generated any revenue from product sales. We will not generate product sales unless and until we successfully complete clinical developments and obtain regulatory approvals for our product candidates. Additionally, we currently utilize third-party contract research organizations ("CROs") to carry out our clinical development activities and third-party contract manufacturing organizations ("CMOs") to carry out our clinical manufacturing activities as we do not yet have a commercial organization. If we obtain regulatory approval for any of our product candidates, we expect to incur significant expenses related to developing our internal commercialization capability to support product sales, marketing and distribution. Accordingly, we anticipate that we will seek to fund our operations through public or private equity or debt financings, licensing agreements, collaborations with third parties, non-dilutive grants or other sources, potentially including collaborative commercial arrangements. Likewise, we intend to seek to limit our commercialization costs by partnering with other companies with complementary capabilities or larger infrastructure including sales and marketing.

Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.





Recent Developments



Pulmazole


On April 15, 2019, we entered into a Development and Commercialization Agreement (the "Cipla Agreement") with Cipla Technologies LLC ("Cipla") for the co-development and commercialization, on a worldwide exclusive basis, of Pulmazole, our inhaled iSPERSE drug delivery system enabled formulation of the antifungal drug, itraconazole, for the treatment of all pulmonary indications, including ABPA in patients with asthma.

We initiated a Phase 2 study in 2019, entitled: "A Randomized, Double-Blind, Multicenter, Placebo-Controlled, Phase 2 Study to Evaluate the Safety, Tolerability, and Pharmacokinetics of Itraconazole Administered as a Dry Powder for Inhalation (PUR1900) in Adult Asthmatic Patients with ABPA. This study was terminated in July 2020 due to the ongoing impact of the COVID-19 pandemic on patient enrollment and study conduct.

We conducted a Type C meeting with the U.S. Food and Drug Administration (the "FDA") on January 27, 2021 and leveraging the insights gained from this meeting, now plan to commence the Phase 2b clinical study when the risks of study conduct presented by the ongoing COVID-19 pandemic are reduced to an acceptable level. The Phase 2b clinical study design includes a 16-week dosing regimen as well as an exploration of potential efficacy endpoints, whereas the terminated Phase 2 study comprised only a 4-week dosing regimen with safety and tolerability as its primary endpoint. The longer dosing regimen of the planned new Phase 2b clinical study is supported by the 6-month inhalation toxicology study in dogs completed in April 2020.

On May 10, 2021, we sent a letter to Cipla notifying Cipla that it is in material breach of the Cipla Agreement due to Cipla's anticipatory breach of its obligation under the Cipla Agreement to fund 50% of the development costs for Pulmazole in accordance with the terms of the Cipla Agreement. Cipla has refused to approve the development plan and budget for the Phase 2b clinical study unless we accept Cipla's demands that we absorb a disproportionate amount of the costs and financial risks of the development plan. In the letter we stated that Cipla had 30 days from the date of the letter to reaffirm that it will perform the Cipla Agreement in accordance with its terms.

Since the date of our letter to Cipla, we have received several correspondences from Cipla disputing that Cipla is in material breach of the Cipla Agreement and that we are entitled to terminate the Agreement. Accordingly, Cipla and we have initiated certain mandatory dispute resolution procedures under the Cipla Agreement, which remain ongoing. As of the date of this report, we have not terminated the Agreement and the Agreement remains in full force and effect. However, we intend to continue to seek Cipla's reaffirmation of all of its obligations under the Cipla Agreement and, in the absence of such reaffirmation, to pursue all available remedies.





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PUR1800


On December 26, 2019, Pulmatrix entered into a License, Development and Commercialization Agreement (the "JJEI License Agreement") with and Johnson & Johnson Enterprise Innovation, Inc. ("JJEI"). Under the JJEI License Agreement, the Company has granted JJEI an option to acquire (1) the Company's rights to an intellectual property portfolio of materials and technology related to narrow spectrum kinase inhibitor compounds and (2) an exclusive, worldwide, royalty bearing license to PUR1800. In April 2021, JJEI exercised their option to terminate the Company's license, development and commercialization agreement. All rights to the in-licensed kinase inhibitor portfolio, including PUR1800 and PUR5700, reverted to Pulmatrix upon the effective date of the termination, which was July 6, 2021. We are continuing the development of PUR1800, with ongoing clinical and toxicology studies to support programs in AECOPD and other chronic airway diseases.

As of the filing of this Quarterly Report, 18 patients have been dosed in a fully enrolled Phase 1b safety, tolerability and biomarker study targeting approximately 12 patients completing the study. Study subjects have stable moderate-severe chronic obstructive pulmonary disease ("COPD"). The Phase 1b study is a randomized, three-way crossover double-blind study with 14 days of daily dosing with placebo and one of two doses of PUR1800, and a 28 day follow up period between each crossover.

The Ph1b study is being conducted at the Medicines Evaluation Unit in Manchester United Kingdom ("UK"), where the UK vaccination rollout included 3 months between the first and second vaccination. This slowed the Ph1b enrollment rate during the first half of 2021. With many potential study subjects having completed their second vaccination, the Ph1b enrollment rate has accelerated, and top line data is expected in Q1 of 2022.

The toxicology studies for rats and dogs, with durations of 6 and 9 months respectively, are complete. The data from both studies demonstrated that PUR1800 is safe and well tolerated with chronic dosing, with little to no progression of findings from 28-day studies. This indicates potential for chronic dosing of PUR1800, enabling Pulmatrix to explore PUR1800 therapy for chronic respiratory disease such as steroid resistant asthma, COPD, or idiopathic pulmonary fibrosis. While the program is currently in development for treatment of acute exacerbation of AECOPD, these positive toxicology study results could expand potential indications and value of the program.





PUR3100


Nonclinical pharmacokinetic ("PK") and good laboratory practices ("GLP") toxicology studies are underway to support a planned Ph1/Ph2 study. Pulmatrix intends to dose the first patients in a Ph1/ Ph2 study in Q1 2022 with data anticipated in Q4 2022.





Financial Overview



Revenues


To date, we have not generated any product sales. The 2021 revenue was generated by the collaboration agreement and license agreement with Cipla on our Pulmazole program, the JJEI License Agreement for our PUR1800 kinase inhibitor, and immaterial royalties recorded from the Sensory Cloud agreement. In April, 2021, JJEI notified us that JJEI was exercising its option to terminate the Company's license, development, and commercialization agreement. The agreement remained in effect until the termination date of July 6, 2021 and all revenues pursuant to the agreement will be recognized as of that date. We do not expect to receive any further revenue under the Cipla Agreement from the non-refundable upfront payment until the ongoing contractual dispute with Cipla has been resolved.

For more discussion on the collaboration or licensing agreements, please see Note 5 of the condensed consolidated financial statements in the Company's annual report on Form 10-K filed with the SEC on March 23, 2021 and amended on March 26, 2021 and May 14, 2021.

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for the research and development of our preclinical and clinical candidates, and include:





  ? employee-related expenses, including salaries, benefits and share-based
    compensation expense;

  ? expenses incurred under agreements with CROs or CMOs, and consultants that
    conduct our clinical trials and preclinical activities;




21







  ? the cost of acquiring, developing and manufacturing clinical trial materials
    and lab supplies;

  ? facility, depreciation, and other expenses, which include direct and allocated
    expenses for rent, maintenance of our facility, insurance, and other supplies;

  ? costs associated with preclinical activities and clinical regulatory
    operations, and

  ? consulting and professional fees associated with research and development
    activities



We expense research and development costs to operations as incurred. We recognize costs for certain development activities, such as clinical trials, based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations or information provided to us by our vendors.

Research and development activities are central to our business model. We utilize a combination of internal and external efforts to advance product development from early stage work to clinical trial manufacturing and clinical trial support. External efforts include work with consultants and substantial work at CROs and CMOs. We support an internal research and development team and facility for our pipeline programs. To move these programs forward along our development timelines, a large portion, approximately (81% of staff) are research and development employees. In addition, we maintain approximately a 22,000 square foot office and research and development facility which includes capital equipment for the manufacture and characterization of our iSPERSE™ powders for our pipeline programs. As we identify opportunities for iSPERSE™ in respiratory indications, we anticipate additional head count, capital, and development costs will be incurred to support these programs.

Because of the numerous risks and uncertainties associated with product development, however, we cannot determine with certainty the duration and completion costs of these or other current or future preclinical studies and clinical trials. The duration, costs and timing of clinical trials and development of our product candidates will depend on a variety of factors, including the uncertainties of future clinical and preclinical studies, uncertainties in clinical trial enrollment rates and significant and changing government regulation. In addition, the probability of success for each product candidate will depend on numerous factors, including competition, manufacturing capability and commercial viability.

General and Administrative Expenses

General and administrative expenses consist principally of salaries and related costs such as share-based compensation for personnel and consultants in executive, finance, business development, corporate communications and human resource functions, facility costs not otherwise included in research and development expenses, patent filing fees and professional legal fees. Other general and administrative expenses include travel expenses, expenses related to a publicly traded company and professional fees for consulting, auditing and tax services.

We anticipate that our general and administrative expenses will increase in the future as they relate to audit, legal, regulatory, and tax-related services associated with maintaining compliance with exchange listing and Securities and Exchange Commission requirements, director and officer liability insurance, investor relations costs and other costs associated with being a public company. Additionally, if and when we believe a regulatory approval of a product candidate appears likely, we anticipate an increase in staffing and related expenses as a result of our preparation for commercial operations, especially as it relates to the sales and marketing of our product candidates.





Critical Accounting Policies


This management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses and share-based compensation. We base our estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.





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In this Form 10-Q, in Part I, Item 1, Note 2, "Summary of Significant Accounting Policies and Recent Accounting Standards" and in the 2020 Form 10-K filed with the SEC on March 23, 2021 and amended on March 26, 2021 and May 14, 2021, both the Notes to the condensed consolidated Financial Statements in Part II, Item 8, and the "Critical Accounting Policies" in Part II, Item 7 describe the significant accounting policies and methods used in the preparation of the Company's condensed consolidated financial statements. There have been no material changes to the Company's critical accounting policies and estimates since the 2020 Form 10-K filed on March 23, 2021 and amended on March 26, 2021 and May 14, 2021.





Results of Operations



Three Months Ended June 30, 2021 Compared with Three Months Ended June 30, 2020

The following table sets forth our results of operations for each of the periods set forth below (in thousands):





                                For the Three Months Ended
                                         June 30,
                                 2021                2020           Change
Revenues                     $       2,254       $       3,500     $ (1,246 )
Operating expenses
Research and development             4,541               3,184        1,357
General and administrative           1,562               1,490           72
Total operating expenses             6,103               4,674        1,429
Loss from operations                (3,849 )            (1,174 )     (2,675 )
Other income (expense)
Interest income                          2                  13          (11 )
Other expense, net                      (5 )                (9 )          4
Net loss                     $      (3,852 )     $      (1,170 )   $ (2,682 )

Revenue - For the three months ended June 30, 2021, $2.2 million was recorded in revenue which was primarily comprised of $0.3 million and $1.9 million, which were the result of the collaboration and licensing agreements with Cipla and JJEI, respectively. For the three months ended June 30, 2020, $3.5 million was recorded in revenue which was comprised of $1.8 million and $1.7 million, which were the result of the collaboration and licensing agreements with Cipla and JJEI, respectively.

Research and development expenses - For the three months ended June 30, 2021, research and development expense was $4.5 million compared to $3.2 million for the three months ended June 30, 2020, an increase of $1.3 million. The increase was primarily due to increased spend of $1.6 million on the PUR3100 project due to preclinical and manufacturing costs partially offset by decreased spend of $0.3 million on the Pulmazole clinical trial due to its Covid-19 related termination in 2020.

General and administrative expenses - General and administrative expenses were $1.6 million for the three months ended June 30, 2021, compared to $1.5 million for the three months ended June 30, 2020, an increase of $0.1 million. The increase was primarily due to increased legal, patent, and public company costs partially offset by decreased employment costs.





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Six months ended June 30, 2021 Compared with Six Months Ended June 30, 2020

The following table sets forth our results of operations for each of the periods set forth below (in thousands):





                                For the Six Months Ended
                                        June 30,
                                 2021               2020          Change
Revenues                     $      3,644       $      6,262     $ (2,618 )
Operating expenses
Research and development            8,397              8,471          (74 )
General and administrative          3,181              3,702         (521 )
Total operating expenses           11,578             12,173         (595 )
Loss from operations               (7,934 )           (5,911 )     (2,023 )
Other income (expense)
Interest income                         5                 65          (60 )
Other expense, net                    (27 )              (10 )        (17 )
Net loss                     $     (7,956 )     $     (5,856 )   $ (2,100 )

Revenue - For the six months ended June 30, 2021, $3.6 million was recorded in revenue which was comprised of $0.9 million and $2.7 million, which were primarily the result of the collaboration and licensing agreements with Cipla and JJEI, respectively. For the six months ended June 30, 2020, $6.3 million was recorded in revenue which was comprised of $3.9 million and $2.4 million respectively, which were the result of the collaboration and licensing agreements with Cipla and JJEI, respectively.

Research and development expenses - For the six months ended June 30, 2021 research and development expense was $8.4 million compared to $8.5 million for the six months ended June 30, 2020, a decrease of $0.1 million. The decrease was primarily due to decreased spend of $1.2 million on the PUR1800 project due primarily to decreased manufacturing costs, $1.2 million on the Phase 2 Pulmazole clinical trial due to its Covid-19 related termination in 2020, which is partially offset by increased spend of $2.3 million on pre-clinical and manufacturing costs related to our PUR3100 program.

General and administrative expenses - General and administrative expenses were $3.2 million for the six months ended June 30, 2021, compared to $3.7 million for the six months ended June 30, 2020, a decrease of $0.5 million. The decrease was primarily due to decreased employment and consulting costs of $0.4 million and $0.1 million, respectively.

Liquidity and Capital Resources

Through June 30, 2021, we have incurred an accumulated deficit of $242.4 million, primarily as a result of expenses incurred through a combination of research and development activities related to our various product candidates and general and administrative expenses supporting those activities. We have financed our operations since inception primarily through the sale of preferred and common stock, the issuance of convertible promissory notes, term loans and collaboration and license agreements. Our total cash and cash equivalents balance as of June 30, 2021 was $56.9 million.

We anticipate that we will continue to incur losses, and that such losses will increase over the next several years due to development costs associated with our iSPERSE™ pipeline programs. We expect that our research and development and general and administrative expenses will continue to increase and, as a result, we will need additional capital to fund our operations, which we may raise through a combination of equity offerings, debt financings, other third-party funding and other collaborations and strategic alliances.

We expect that our existing cash and cash equivalents as of June 30, 2021 will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months following the date of this Quarterly Report on Form 10-Q. We have based our projections of operating capital requirements on assumptions that may prove to be incorrect, and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements.

In May 2021, we entered into an At-The-Market Sales Agreement (the "Sales Agreement") with H.C. Wainwright and Co., LLC ("HCW") to act as our sales agent with respect to the issuance and sale of up to $20,000,000 of our shares of common stock, from time to time in an at-the-market public offering (the "ATM Offering"). Sales of common stock under the Sales Agreement are made pursuant to an effective shelf registration statement on Form S-3, which was filed with the SEC on May 26, 2021, and subsequently declared effective on June 9, 2021 (File No. 333-256502), and a related prospectus. HCW acts as our sales agent on a commercially reasonable efforts basis, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Capital Market. If expressly authorized by us, HCW may also sell our common stock in privately negotiated transactions. There is no specific date on which the ATM Offering will end, there are no minimum sale requirements and there are no arrangements to place any of the proceeds of the ATM Offering in an escrow, trust or similar account.

HCW is entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of our common stock pursuant to the Sales Agreement.

There have been no sales of our common stock during the three months ended June 30, 2021 under the Sales Agreement.





24






Impact of COVID-19 on the Company's Operations, Financial Condition and Liquidity

The ultimate impact of the COVID-19 pandemic on the Company's operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence. These include but are not limited to including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that regulators, or the board or management of the Company, may determine are needed.

The COVID-19 pandemic has created significant economic uncertainty and volatility in the credit and capital markets. The Company may not be able to raise sufficient additional capital and may tailor our drug candidate development program based on the amount of funding we are able to raise in the future. Nevertheless, there is no assurance that these initiatives will be successful.

Our future funding requirements will depend on many factors, including, but not limited to:





  ? the impact of the COVID-19 on the Company's ongoing and planned clinical
    trials;

  ? the geographic, social and economic impact of COVID-19 on the Company's
    ongoing and planned clinical trials;

  ? the initiation, progress, timing, costs and results of clinical studies for
    existing and new pipeline programs based on iSPERSE;

  ? the outcome, timing and cost of regulatory approvals by the FDA and European
    regulatory authorities, including the potential for these agencies to require
    that we perform studies in addition to those that we currently have planned;

  ? the cost of filing, prosecuting, defending and enforcing any patent claims and
    other intellectual property rights;

  ? our need to expand our research and development activities;

  ? our need and ability to hire additional personnel;

  ? our need to implement additional infrastructure and internal systems;

  ? the cost of establishing and maintaining a commercial-scale manufacturing
    line; and

  ? the cost of establishing sales, marketing and distribution capabilities for
    any products for which we may receive regulatory approval.



If we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, financial condition and results of operations could be materially adversely affected.

The following table sets forth the major sources and uses of cash for each of the periods set forth below (in thousands):





                                               Six months ended
                                                   June 30,
                                              2021          2020

Net cash used in operating activities $ (12,019 ) $ (4,200 ) Net cash used in investing activities

             (18 )        (98 )

Net cash provided by financing activities 37,283 8,113 Net increase in cash and cash equivalents $ 25,246 $ 3,815






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Cash Flows from Operating Activities

Net cash used in operating activities for the six months ended June 30, 2021 was $12.0 million, which was primarily the result of a net loss of $8.0 million partially offset by $1.2 million in net non-cash adjustments, and $5.2 million in cash outflows associated with changes in operating assets and liabilities. Our non-cash adjustments were primarily comprised of $0.6 million of share-based compensation expense, $0.5 million of amortization of operating lease right-of-use asset and $0.1 million of depreciation expense. The net cash outflows associated with changes in operating assets and liabilities were primarily due to decreases of $1.9 million in deferred revenue, $1.7 million in accounts receivable, $0.8 million in accrued expenses, $0.8 million in prepaid expenses and other current assets, and $0.5 million in operating lease liability, partially offset by an increase of $0.5 million in accounts payable inflows.

Net cash used in operating activities for the six months ended June 30, 2020 was $4.2 million which was primarily the result of a net loss of $5.9 million offset by $1.1 million of net non-cash adjustments and 0.6 million in cash inflows associated with changes in operating assets and liabilities. Our non-cash adjustments were primarily comprised of $0.6 million of share-based compensation expense, $0.1 million of depreciation expense and $0.4 million of amortization of operating lease right-of-use asset. The net cash inflows associated with changes in operating assets and liabilities were primarily due to increases of $6.9 million in accounts receivable and $0.9 million in accrued expenses partially offset by decreases of $5.9 million in deferred revenue, $.7 million in prepaid expenses and other current assets and $0.3 million in accounts payable and $0.3 million of operating lease liability.

Cash Flows from Investing Activities

Net cash used in investing activities for the six months ended June 30, 2021 and June 30, 2020 were entirely due to the purchases of property and equipment.

Cash Flows from Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2021, was $37.3 million as compared to $8.1 million for the six months ended June 30, 2020. Net cash provided by financing activities for the six months ended June 30, 2021 were the result of the issuance of common stock of $37.1 million from a registered direct offering, and warrant exercises of $0.2 million. Net cash provided by financing activities for the six months ended June 30, 2020 resulted from the issuance of common stock, net of issuance costs, of $7.3 million which was as a result of a registered direct offering to certain investors and $0.8 million from warrant and stock option exercises.





Financings



2021


On May 26, 2021, we entered into the Sales Agreement with respect to the issuance and sale of up to $20,000,000 of our common stock from time to time in an at-the-market public offering. There have been no sales of the Company's common stock during the three months ended June 30, 2021 under the Sales Agreement.

On February 16, 2021 we closed on a registered direct offering with certain healthcare-focused institutional investors to purchase up to an aggregate of 20,000,000 shares of our common stock at $2.00 per share. The gross proceeds were $40.0 million, prior to deducting placement agent's fees and other offering expenses. In connection with the offering, 1,300,000 warrants with a five-year expiry were issued to placement agent designees at an exercise price of $2.50 per share. The shares of common stock were offered by Pulmatrix pursuant to a "shelf" registration statement on Form S-3 (File No. 333-230225) previously filed with the SEC on March 12, 2019 and declared effective by the SEC on March 15, 2019. After giving effect to fees and expenses incurred as a result of the offering, we recorded approximately $37.1 million.

In addition to the registered direct offering, during the six months ended June 30, 2021, warrants issued in 2019 and 2020 were exercised on a cash basis to purchase 143,965 shares of our common stock. We issued 143,965 shares of our common stock and recorded approximately $0.2 million.





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2020


During the six months ended June 30, 2020, we issued and sold in a registered direct offering ("Offering") an aggregate of 4,787,553 shares of our common stock at $1.671 per share, for gross proceeds of approximately $8.0 million before the deduction of placement agent fees and offering expenses. In a concurrent private placement, we issued to the Purchasers, for each share of common stock purchased in the Offering, a warrant to purchase one share of common stock. The warrants have an exercise price of $1.55 per share and are exercisable to purchase an aggregate of up to 4,787,553 shares of common stock. In addition, we issued to the placement agent for the Offering warrants to purchase 311,191 shares of common stock at an exercise price of $2.0888 per share. Both the common warrants and the placement agent warrants are exercisable immediately upon issuance and terminate on April 20, 2022. The common shares, common warrants, and placement agent warrants were all offered pursuant to a "shelf" registration statement on Form S-3 (File No. 333-230225) previously filed with the SEC on March 12, 2019 and declared effective by the SEC on March 15, 2019.

In addition to the registered direct offering, during the six months ended June 30, 2020, we issued 944,746 shares of common stock, upon exercise of warrants to purchase 1,147,184 shares of common stock and collected proceeds of $775.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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