Pulmatrix, Inc.
945 Concord Street, Suite 1217
Framingham, MA 01701
May 7, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
Washington, D.C. 20549
Attention: Tyler Howes
| Re: | Pulmatrix, Inc. |
Registration Statement on Form S-4, as amended Filed on February 14, 2025, as amended on April 17, 2025, and May 7, 2025 File No. 333-284993 (as amended, the “Registration Statement”) Request for Acceleration |
Dear Mr. Howes,
Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, Pulmatrix, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement, so that it may become effective at 4:30 p.m., Eastern Time, on May 9, 2025, or as soon thereafter as practicable. The Company hereby authorizes each of Rick A. Werner and Alla Digilova of Haynes and Boone, LLP, counsel to the Company, to make such request on its behalf.
Once the Registration Statement is effective, please orally confirm the event with the Company’s counsel, Haynes and Boone, LLP by calling Rick A. Werner at (212) 659-4974. The Company also respectfully requests that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to the Company’s counsel, Haynes and Boone, LLP, Attention: Rick A. Werner, by email to rick.werner@haynesboone.com.
Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.
| Very truly yours, | ||
| PULMATRIX, INC. | ||
| By: | /s/ Peter Ludlum | |
| Peter Ludlum | ||
| Interim Chief Executive Officer | ||
| cc: | Rick A. Werner, Esq., Haynes and Boone, LLP Alla Digilova, Esq., Haynes and Boone, LLP Ryan A. Murr, Gibson, Dunn & Crutcher LLP Branden C. Berns, Gibson, Dunn & Crutcher LLP Melanie E. Neary, Gibson, Dunn & Crutcher LLP |