March 14, 2025

Peter Ludlum
Interim Chief Executive Officer
Pulmatrix, Inc.
945 Concord Street, Suite 1217
Framingham, MA 01701

       Re: Pulmatrix, Inc.
           Registration Statement on Form S-4
           Filed February 14, 2025
           File No. 333-284993
Dear Peter Ludlum:

       We have reviewed your registration statement and have the following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4
Cover Page

1.     Please disclose prominently on the prospectus cover page that Cullgen is
a Delaware
       company with significant operations conducted in China through the
company's
       Shanghai subsidiary.
2.     Provide prominent disclosure about the legal and operational risks
associated with
       being based in or having the majority of the combined company's
operations in China.
       Your disclosure should make clear whether these risks could result in a
material
       change in your operations and/or the value of the securities you are
registering for sale
       or could significantly limit or completely hinder your ability to offer
or continue to
       offer securities to investors and cause the value of such securities to
significantly
       decline or be worthless. Your disclosure should address how recent
statements and
       regulatory actions by China   s government, such as those related to
data security or
       anti-monopoly concerns, have or may impact the company   s ability to
conduct its
 March 14, 2025
Page 2

       business, accept foreign investments, or list on a U.S. or other foreign
exchange.
       Please disclose whether Ernst & Young Hua Ming LLP is subject to the
       determinations announced by the PCAOB on December 16, 2021 and whether
and
       how the Holding Foreign Companies Accountable Act and related
regulations will
       affect your company. Your Q&A and/or prospectus summary should address,
but not
       necessarily be limited to, the risks highlighted on the prospectus cover
page.
3.     Provide a description of how cash will be transferred through the
combined company's
       organization and disclose your intentions to distribute earnings. State
whether any
       transfers, dividends, or distributions have been made to date between
Cullgen and its
       subsidiary, or to investors, and quantify the amounts where applicable.
Provide cross-
       references to the condensed consolidating schedule and the consolidated
financial
       statements.
Questions and Answers about the Merger, page 1

4.     Please revise the Q&A to explain whether Pulmatrix's board would be
authorized to
       implement a reverse stock split and/or an increase to authorized common
shares if
       Proposals 2 and 3 were to pass but Proposal 1 were not to receive
stockholder
       approval.
5.     We note the disclosure on pages 107 and 319 indicating that Cullgen
currently is a
       subsidiary of GNI Japan. Please add a Q&A to discuss the past, current
and future
       relationship between Cullgen and GNI. For instance, tell us and
disclose, as
       applicable, whether GNI founded Cullgen. Discuss whether GNI and
Cullgen's current
       parent/subsidiary relationship is planned to change as a result of the
reverse merger
       transaction. In light of GNI's significant equity interest in Cullgen
and the overlap in
       their management teams, please discuss whether GNI will control
Cullgen's
       operations. Discuss any material contracts between the parties that will
survive the
       merger, including any arrangements involving funding, tax allocation,
technology
       transfer or provision of services, as applicable.
6.     Please add a Q&A that discusses Pulmatrix's current plans to sell its
historical assets
       and operations. Discuss risks to Pulmatrix shareholders stemming from
uncertainties
       surrounding these potential sales, including without limitation the
potential impact on
       whether a special dividend is paid and the amount of any such dividend.
Q: What will Pulmatrix securityholders receive in the Merger?, page 2

7.     We note your disclosure here and elsewhere indicating that the Pulmatrix
board of
       directors may declare a pre-closing Special Cash Dividend. Please
explain whether
       Pulmatrix shareholders will know prior to commencement of voting whether
       the Pulmatrix board is committed to issuing a dividend within the
parameters
       negotiated by the Merger parties.
Prospectus Summary
The Companies, page 12

8.     We note your statement claiming that Cullgen's product candidates have
distinct
       advantages including "improved efficacy" over other therapeutic
modalities. Given
       that Cullgen is early in its development efforts, please revise this
statement, and any
 March 14, 2025
Page 3

      others like it, to avoid the implication that Cullgen's product
candidates are or will
      be deemed effective, as such conclusions are within the sole authority of
FDA and
      comparable foreign regulators.
9.    Please provide a diagram of Cullgen   s corporate structure, identifying
the person or
      entity that owns the equity in each depicted entity.
10.   Disclose each permission or approval that Cullgen and its subsidiaries
are required to
      obtain from Chinese authorities to operate their business and to offer
the securities
      being registered to foreign investors. State whether Cullgen is covered
by permissions
      requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace
      Administration of China (CAC) or any other governmental agency and state
      affirmatively whether they have received all requisite permissions or
approvals and
      whether any permissions or approvals have been denied. Please also
describe the
      consequences to investors if they: (i) do not receive or maintain such
permissions or
      approvals, (ii) inadvertently conclude that such permissions or approvals
are not
      required, or (iii) applicable laws, regulations, or interpretations
change and you are
      required to obtain such permissions or approvals in the future.
11.   Provide a clear description of how cash will be transferred through the
organization.
      Disclose your intentions to distribute earnings. Quantify any cash flows
and transfers
      of other assets by type that have occurred between Cullgen and its
subsidiaries, and
      direction of transfer. Quantify any dividends or distributions that a
subsidiary
      has made to the holding company and which entity made such transfer, and
their tax
      consequences. Similarly quantify dividends or distributions made to U.S.
investors,
      the source, and their tax consequences. Your disclosure should make clear
if no
      transfers, dividends, or distributions have been made to date. Describe
any restrictions
      on foreign exchange and your ability to transfer cash between entities,
across borders,
      and to U.S. investors. Describe any restrictions and limitations on your
ability to
      distribute earnings from the company, including your subsidiaries, to the
parent
      company and U.S. investors.
12.   Disclose that trading in your securities may be prohibited under the
Holding Foreign
      Companies Accountable Act if the PCAOB determines that it cannot inspect
or
      investigate completely your auditor, and that as a result an exchange may
determine to
      delist your securities. Disclose here whether your auditor is subject to
the
      determinations announced by the PCAOB on December 16, 2021.
The Merger
Background of the Merger, page 101

13.   Please revise here to disclose the final valuation attributed to Cullgen
in the merger
      agreement.
14.   Please revise to provide a more fulsome discussion related to the changes
in the
      valuation of Pulmatrix. For example, we note that disclosure here
indicates that
      Pulmatrix was initially valued at $10 million by the parties on October
25, 2024, but
      disclosure on page 121 indicates that the final merger agreement values
Pulmatrix at
      $8 million. Please disclose the parties' reasoning for such changes.
15.   Please revise to clarify whether Party C made an offer in the August 2024
to October
 March 14, 2025
Page 4

       2024 timeframe and when negotiations with Party C terminated.
16.    We note that Pulmatrix's board considered liquidation scenarios at
multiple points
       during 2024. Please revise to disclose each of the relevant liquidation
values assessed.
       Similarly revise the disclosure on page 106 to identify the liquidation
value
       that Pulmatrix's board considered when rendering its decision at the
November 11,
       2024 meeting.
Pulmatrix's Reasons for the Merger, page 106

17.    Please revise the disclosure on page 107 to identify the large
pharmaceutical partner
       and the applicable research and development efforts.
Cullgen's Business, page 211

18.    With reference to the unaudited pro forma financials, please revise to
disclose how the
       combined company plans to allocate funding across the five clinical and
preclinical
       programs identified in the pipeline table on page 215.
Cullgen's Strengths, page 212

19.    We note your statements claiming CG001419 is being developed as a
"potential first-
       in-class" treatment for both pain management and certain cancers. Please
revise these
       statements as they appear to be speculative given the current
development status of
       these product candidates and the noted length and uncertainty of the
drug
       approval processes.
Cullgen's Strategy, page 213

20.    Please revise your disclosures on page 213 to explain the terms
"clinically validated"
       and "clinically relevant."
Clinical and Preclinical Pipeline, page 215

21.    Please revise your pipeline table to include a column for Phase 3 to
clearly represent
       all development stages that must be completed prior to submission of
your product
       candidates for regulatory approval.
22.    We note the inclusion of two "undisclosed" preclinical programs in your
pipeline
       table. Please tell us what aspects of the programs are undisclosed.
Please note that we
       may have additional comment regarding inclusion of these candidates in
your pipeline
       table.
Phase 1/2 clinical trial, page 220

23.    Please revise to identify the treatment emergent adverse event that led
to drug
       discontinuation.
Phase 1 clinical trial, page 230

24.    Please revise to briefly discuss the material aspects of Cullgen's
planned Phase 1 trial
       of CG009301 in patients with refractory hematologic malignancies
including the
       expected number of patients you will enroll, the location of the trial
and planned
       clinical endpoints.
 March 14, 2025
Page 5

Patents, page 235

25.    We note your disclosure regarding the patent and patent applications
that Cullgen or
       its affiliates own. Please revise to identify these affiliates to
clarify if you are referring
       to Cullgen Shanghai, GNI Japan or other entities.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
3. Adjustments to the Unaudited Pro Forma Condensed Combined Statement of
Operations
for the Nine Months Ended September 30, 2024
and for the Year Ended December 31, 2023, page 299

26.    Please explain why the estimated transaction costs of $7.9 million, as
reflected in
       Adjustment B, which are not yet reflected in the historical financial
statements as of
       September 30, 2024, and are expected to be incurred by Cullgen in
connection with
       the merger, are not included as an adjustment in the December 31, 2023,
Unaudited
       Pro Forma Condensed Combined Statement of Operations.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        Please contact Christine Torney at 202-551-3652 or Daniel Gordon at
202-551-3486
if you have questions regarding comments on the financial statements and
related
matters. Please contact Tyler Howes at 202-551-3370 or Joe McCann at
202-551-6262 with
any other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Life
Sciences
cc:   Alok Choksi, Esq.