As filed with the Securities and Exchange Commission on May 1, 2015

Registration No. 333-203417

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Amendment No. 1
to
Form S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

RUTHIGEN, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		2834		46-1821392
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

2455 Bennett Valley Rd., Suite C116
Santa Rosa, California 95404
(707) 525-9900

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

 

Hojabr Alimi
Chief Executive Officer
Ruthigen, Inc.
2455 Bennett Valley Rd., Suite C116
Santa Rosa, California 95404
(707) 525-9900

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

Copies to:

Rick A. Werner, Esq. Haynes and Boone, LLP 30 Rockefeller Plaza, 26 th Floor New York, New York 10112 Tel. (212) 659-7300 Fax (212) 918-8989		Robert W. Clarke, Ph.D. Pulmatrix Inc. 99 Hayden Avenue, Suite 390 Lexington, MA 02421 Tel: (781) 357-2333 Fax: (781) 357-2399		Barbara R. Mittman, Esq. Grushko & Mittman, P.C. 515 Rockaway Avenue Valley Stream, NY 11581 Tel: (212) 697-9500 Fax: (212) 697-3575

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the enclosed joint proxy and consent solicitation statement/prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   o		Accelerated filer            o
Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company x

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

The registrant is an “emerging growth company,” as defined in Section 2(a) of the Securities Act. This registration statement complies with the requirements that apply to an issuer that is an emerging growth company.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary joint proxy and consent solicitation statement/prospectus is not complete and may be changed. The securities being offered by the use of this preliminary joint proxy and consent solicitation statement/prospectus may not be sold nor may offers to buy be accepted prior to the time the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary joint proxy and consent solicitation statement/prospectus is not an offer to sell these securities nor a solicitation of any offer to buy these securities in any jurisdiction where the offer, solicitation or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED MAY 1, 2015

JOINT PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Ruthigen, Inc. and Pulmatrix Inc.:

On March 13, 2015, Ruthigen, Inc. (“Ruthigen”), Ruthigen Merger Corp., a wholly owned subsidiary of Ruthigen (“Merger Sub”), and Pulmatrix Inc. (“Pulmatrix”) entered into an agreement and plan of merger (as may be amended from time to time, the “Merger Agreement”), which provides for, among other things, the merger of Pulmatrix with and into Merger Sub, with Pulmatrix continuing as the surviving corporation and a wholly owned subsidiary of Ruthigen, on the terms and conditions set forth in the Merger Agreement. The boards of directors of each of Ruthigen and Pulmatrix have unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the merger.

If the merger is completed, holders of outstanding shares of Pulmatrix common stock and preferred stock (collectively referred to herein as the Pulmatrix equity holders) will be entitled to receive 0.148187124066461 shares of Ruthigen common stock per share of Pulmatrix common stock they hold or into which their shares of preferred stock convert (the “Exchange Ratio”), prior to giving effect to the proposed reverse stock split discussed below or an aggregate of approximately 27,848,269 shares of Ruthigen common stock at closing, including 24,211,905 shares of Ruthigen common stock to be issued in respect of the Pulmatrix equity securities outstanding as of the date of this joint proxy and consent solicitation statement/prospectus and 3,636,364 shares of Ruthigen common stock to be issued in respect of shares of Pulmatrix to be issued in a private placement immediately prior to the merger. At the effective time of the merger, warrants to purchase an aggregate of 53,817,097 shares of Pulmatrix common stock at an exercise price of $0.448266 per whole share (the “Outstanding Warrants”) will be converted into and exchangeable for warrants to purchase shares of Ruthigen common stock equal to the number of shares of Pulmatrix common stock issuable upon exercise of such warrants multiplied by the Exchange Ratio with an exercise price equal to the exercise price of such warrants divided by the Exchange Ratio, prior to giving effect to the proposed reverse stock split. In addition, certain bridge loans made to Pulmatrix in the aggregate original principal amount of $4.5 million will be assumed by Ruthigen and, immediately following the merger, the outstanding principal amount of the bridge loans plus any accrued and unpaid interest will convert into shares of Ruthigen common stock at $2.75 per share. In connection with the merger, Ruthigen will issue 5,850,000 additional pre-reverse stock split shares of Ruthigen common stock to be held in escrow to secure indemnification obligations pursuant to the Merger Agreement. Upon completion of the merger and the transactions contemplated in the Merger Agreement, Pulmatrix equity holders will own approximately 81.7% of the outstanding equity of Ruthigen, and the current Ruthigen stockholders will own approximately 18.3% of the outstanding equity of Ruthigen, excluding the shares to be held in escrow to secure indemnification, any shares to be sold by Ruthigen prior to the closing of the merger and any shares of Ruthigen common stock issuable pursuant to Ruthigen’s outstanding Series A Warrants. Immediately following the merger, subject to the approval of the current Ruthigen stockholders, it is anticipated that the combined company will effect a reverse stock split at a ratio between 1-for-2.5 and 1-for-4 with respect to its issued and outstanding common stock.

Ruthigen common stock is currently listed on The NASDAQ Capital Market under the symbol “RTGN.” On March 12, 2015, the last full trading day before the announcement of the merger, the last reported sale price of Ruthigen common stock was $3.80 per share, and, on April 30, 2015, the latest practicable date prior to the date of this joint proxy and consent solicitation statement/prospectus, the last reported sale price of Ruthigen common stock was $3.35 per share. Ruthigen and Pulmatrix urge you to obtain current market quotations for the price of Ruthigen common stock.

Each of Ruthigen and Pulmatrix expect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Ruthigen will hold a special meeting of its stockholders, while Pulmatrix will solicit its stockholders’ approval by written consent. Ruthigen stockholders will be asked to consider and vote upon the following proposals: (i) to approve the merger, the Merger Agreement, and the transactions contemplated thereby, including the issuance of (a) shares of Ruthigen common stock to Pulmatrix equity holders and warrants to purchase Ruthigen common stock to holders of certain outstanding warrants to purchase Pulmatrix common stock as merger consideration pursuant to the terms and conditions of the Merger Agreement, (b) shares of Ruthigen common stock to certain lenders of Pulmatrix upon the conversion of the bridge loans assumed by Ruthigen into shares of Ruthigen common stock immediately following the consummation of the merger and (c) shares of Ruthigen common stock to be held in escrow to secure indemnification obligations pursuant to the

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Merger Agreement (the “Ruthigen Merger Proposal”), (ii) to adopt an amendment to Ruthigen’s 2013 Employee, Director and Consultant Equity Incentive Plan to (a) increase the number of shares available for grant thereunder to 6,853,319 pre-reverse stock split shares of Ruthigen’s common stock, (b) permit the issuance of performance-based awards thereunder and (c) provide for an increase in the number of shares subject to the “evergreen” provision that allows for an annual increase in the number of shares of common stock available for issuance thereunder (the “Incentive Plan Amendment Proposal”), (iii) to approve an amendment to the amended and restated certificate of incorporation of Ruthigen and confirm and ratify the amendment to the restated bylaws of Ruthigen to declassify the board of directors of Ruthigen (the “Board Declassification Proposal”), (iv) to approve an amendment to the amended and restated certificate of incorporation of Ruthigen to effect a reverse stock split with a ratio between 1-for-2.5 and 1-for-4 with respect to the issued and outstanding common stock of the combined company immediately following the merger (the “Reverse Stock Split Proposal”), (v) to approve the employment agreements between Ruthigen and Pulmatrix, as employer, and Hojabr Alimi, the chief executive officer of Ruthigen, and Sameer Harish, the chief financial officer of Ruthigen, as employees, pursuant to which Messrs. Alimi and Harish will receive cash and restricted stock units from Ruthigen as consideration (the “Executive Package Proposal”), all subject to the closing of the merger, and (vi) to adjourn the special meeting, if necessary, to permit the solicitation of additional proxies in the event that there are insufficient votes on one or more of the proposals presented to Ruthigen stockholders (the “Adjournment Proposal”).

The Ruthigen special meeting will be held on June 12, 2015 at 11:00 a.m., Eastern Time, at the offices of Grushko & Mittman, P.C. (“Grushko & Mittman”), 515 Rockaway Avenue, Valley Stream, New York 11581.

Pulmatrix stockholders will be asked to approve by written consent a proposal to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the merger (the “Merger Agreement Proposal”).

Completion of the merger is conditioned upon satisfaction or waiver of all closing conditions under the Merger Agreement, including, among other things, (i) the adoption and approval of the Merger Agreement Proposal by written consent of the holders of (a) a majority of the outstanding shares of Pulmatrix common stock and preferred stock, voting together as a single class on an as-converted-to-common stock basis, (b) at least sixty-five percent (65%) of the issued and outstanding shares of Series B Preferred Stock of Pulmatrix, voting as a single class, and (c) at least sixty-six and two-thirds percent (66 2/3%) of the issued and outstanding shares of Seed Preferred Stock, Series A-4 Preferred Stock and Series B-1 Preferred Stock of Pulmatrix, voting together as a single class and not as a separate series, and on an as-converted-to-common stock basis and (ii) approval of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, the Executive Package Proposal and the Adjournment Proposal by the affirmative vote of holders of at least a majority of the shares of Ruthigen common stock voting for or against such proposals. Ruthigen is also requesting that its stockholders approve the Board Declassification Proposal and the Reverse Stock Split Proposal, which require the affirmative vote of holders of at least eighty percent (80%) of the outstanding shares of Ruthigen common stock and a majority of the shares of Ruthigen common stock voting for or against the proposal, respectively.

Ruthigen’s board of directors has determined that it is advisable and in the best interest of Ruthigen and its stockholders to enter into the Merger Agreement and the board has authorized and approved the terms of the Merger Agreement and the transactions contemplated thereby, has unanimously approved the Merger Agreement and unanimously recommends that Ruthigen stockholders vote “FOR” the Ruthigen Merger Proposal, “FOR” the Incentive Plan Amendment Proposal, “FOR” the Board Declassification Proposal, “FOR” the Reverse Stock Split Proposal, “FOR” the Executive Package Proposal and “FOR” the Adjournment Proposal.

Pulmatrix’s board of directors has (i) determined that the Merger Agreement and transactions contemplated thereby, including the merger, are just, equitable and fair to Pulmatrix and its stockholders and that it is in the best interests of Pulmatrix and its stockholders that Pulmatrix consummate the merger, (ii) unanimously approved the Merger Agreement and the merger and the other transactions contemplated by the Merger Agreement and (iii) unanimously recommended that Pulmatrix stockholders adopt and approve the Merger Agreement and the transactions contemplated thereby, including the merger, by written consent.

This joint proxy and consent solicitation statement/prospectus provides you with important information about the special meeting and solicitation of written consents, Ruthigen, Pulmatrix, the proposed merger and the transactions and documents related to the merger. Please carefully read this entire joint proxy and consent solicitation statement/prospectus, including “RISK FACTORS” beginning on page 37 .

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For the Ruthigen stockholders: Your vote is very important. Whether or not you plan to attend the Ruthigen special meeting, please take the time to vote by completing and returning the enclosed proxy card to Ruthigen or by granting your proxy electronically over the Internet or by telephone. If your shares are held in “street name,” you must instruct your broker in order to vote on all proposals.

Sincerely,

Hojabr Alimi Chairman and Chief Executive Officer Ruthigen, Inc.		Robert W. Clarke, Ph.D. Chief Executive Officer Pulmatrix Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Ruthigen common stock to be issued in the merger, or determined if this joint proxy and consent solicitation statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy and consent solicitation statement/prospectus is dated May 1, 2015, and is first being mailed or otherwise delivered to the stockholders of Ruthigen and Pulmatrix on or about [•], 2015.

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RUTHIGEN, INC.
2455 Bennett Valley Rd.
Suite C116
Santa Rosa, California 95404

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2015

To the Stockholders of Ruthigen, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “special meeting”) of Ruthigen, Inc., a Delaware corporation (“Ruthigen,” “we,” “our,” or “us”), will be held on June 12, 2015, at 11:00 a.m., Eastern Time, at the offices of Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, to consider and vote upon the following matters:

(1) The Ruthigen Merger Proposal  — to approve the merger between Ruthigen Merger Corp., a Delaware corporation and a wholly owned subsidiary of Ruthigen (the “Merger Sub”), and Pulmatrix Inc., a Delaware corporation (“Pulmatrix”), pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of March 13, 2015, as it may be amended, by and among Ruthigen, the Merger Sub and Pulmatrix (the “Merger Agreement”), the Merger Agreement and the transactions contemplated thereby, including the issuance of (a) shares of our common stock to Pulmatrix equity holders and warrants to purchase Ruthigen common stock to holders of certain outstanding warrants to purchase Pulmatrix common stock as merger consideration in the merger, (b) shares of our common stock to certain lenders of Pulmatrix upon the conversion of the bridge loans assumed by us into shares of our common stock immediately following the consummation of the merger and (c) shares of our common stock to be held in escrow to secure indemnification obligations pursuant to the Merger Agreement (the “Ruthigen Merger Proposal”);

(2) The Incentive Plan Amendment Proposal  — to consider and vote upon an amendment to our 2013 Employee, Director and Consultant Equity Incentive Plan to (i) increase the number of shares available for grant thereunder to 6,853,319 pre-reverse stock split shares of our common stock, (ii) permit the issuance of performance-based awards thereunder and (iii) provide for an increase in the number of shares subject to the “evergreen” provision that allows for an annual increase in the number of shares of common stock available for issuance thereunder (the “Incentive Plan Amendment Proposal”);

(3) The Board Declassification Proposal  — to approve an amendment to our amended and restated certificate of incorporation and confirm and ratify the amendment to our restated bylaws to declassify our board of directors (the “Board Declassification Proposal”);

(4) The Reverse Stock Split Proposal  —  to approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split with a ratio between 1-for-2.5 and 1-for-4 with respect to the issued and outstanding common stock of the combined company immediately following the merger (the “Reverse Stock Split Proposal”);

(5) The Executive Package Proposal  — to approve the employment agreements between Ruthigen and Pulmatrix, as employer, and Hojabr Alimi, our chief executive officer, and Sameer Harish, our chief financial officer, as employees, pursuant to which Messrs. Alimi and Harish will receive cash and restricted stock units from us as consideration (the “Executive Package Proposal”); and

(6) The Adjournment Proposal  — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit the solicitation of additional proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote (the “Adjournment Proposal”).

Our board of directors has fixed the close of business on April 30, 2015 as the record date for the special meeting. Only holders of record of shares of Ruthigen common stock at the close of business on such date are entitled to receive notice of, and vote at, the special meeting or at any postponement(s) or adjournment(s) of

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the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten (10) days before the special meeting at our principal executive office for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Approval of each of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, the Reverse Stock Split Proposal, the Executive Package Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of our common stock voting for or against the matter. Approval of the Board Declassification Proposal requires the affirmative vote of holders of at least eighty percent (80%) of the outstanding shares of our common stock.

OUR BOARD OF DIRECTORS HAS DETERMINED THAT IT IS ADVISABLE AND IN THE BEST INTEREST OF RUTHIGEN AND ITS STOCKHOLDERS TO ENTER INTO THE MERGER AGREEMENT AND THE BOARD HAS AUTHORIZED AND APPROVED THE TERMS OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY. OUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT RUTHIGEN STOCKHOLDERS VOTE “FOR” THE RUTHIGEN MERGER PROPOSAL, “FOR” THE INCENTIVE PLAN AMENDMENT PROPOSAL, “FOR” THE BOARD DECLASSIFICATION PROPOSAL, “FOR” THE REVERSE STOCK SPLIT PROPOSAL, “FOR” THE EXECUTIVE PACKAGE PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL

Your vote is very important.   If your shares are registered in your name as a stockholder of record of Ruthigen, whether or not you expect to attend the special meeting, please sign and return the enclosed proxy card promptly in the envelope provided or promptly submit your proxy by telephone or over the Internet following the instructions on the proxy card, to ensure that your shares will be represented at the special meeting.

If your shares are held in “street name” through a broker, trust, bank or other nominee, and you received the notice of the special meeting through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary to instruct them how to vote your shares or contact your broker or other intermediary directly in order to obtain a proxy issued to you by your nominee holder to attend the special meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the special meeting.

You may revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the enclosed joint proxy and consent solicitation statement/prospectus.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 2015: This notice is not a form for voting and presents only an overview of the more complete joint proxy and consent solicitation statement/prospectus. We urge you to read the accompanying joint proxy and consent solicitation statement/prospectus, including its annexes and the section titled “RISK FACTORS” beginning on page 37 , carefully and in their entirety. Copies of the joint proxy and consent solicitation statement/prospectus and the accompanying proxy card are available, without charge on the internet, on our website (http://www.ruthigen.com) , and can be obtained by calling (800) 509-0976 or sending an e-mail to ruthigenproxy@georgeson.com. To obtain timely delivery, our stockholders must request the materials no later than five (5) business days prior to the Ruthigen special meeting. If you have any questions concerning the merger, the Merger Agreement, the proposals, the Ruthigen special meeting or the accompanying joint proxy and consent solicitation statement/prospectus or need help voting your shares of Ruthigen common stock, please contact Sameer Harish at (707) 525-9900.

By Order of the Board of Directors,
 
/s/ Hojabr Alimi
Hojabr Alimi
Chairman of the Board

May 1, 2015

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PULMATRIX INC.
99 Hayden Avenue
Suite 390
Lexington, MA 02421
 
NOTICE OF SOLICITATION OF WRITTEN CONSENT
FOR ACTION TO BE TAKEN BY WRITTEN CONSENT
IN LIEU OF A MEETING OF STOCKHOLDERS

To the Stockholders of Pulmatrix Inc.:

Included in the accompanying joint proxy and consent solicitation statement/prospectus is a consent solicitation statement furnished by the board of directors of Pulmatrix Inc., a Delaware corporation (“Pulmatrix”), to the holders of record of the outstanding shares of Pulmatrix common stock and preferred stock (collectively referred to herein as the “Pulmatrix equity holders”), at the close of business on April 30, 2015, or the record date.

This joint proxy and consent solicitation statement/prospectus is being delivered to holders of Pulmatrix common stock and preferred stock as of the record date, to solicit written consent to the adoption and approval of the Agreement and Plan of Merger, dated as of March 13, 2015, as it may be amended from time to time (the “Merger Agreement”), by and among Ruthigen, Inc., a Delaware corporation (“Ruthigen”), Ruthigen Merger Corp., a Delaware corporation and a wholly owned subsidiary of Ruthigen (the “Merger Sub”), and Pulmatrix, pursuant to which Merger Sub will merge with and into Pulmatrix, with Pulmatrix continuing as the surviving corporation and a wholly owned subsidiary of Ruthigen, and to the transactions contemplated by the Merger Agreement including the merger (the “Merger Agreement Proposal”).

As a record holder of outstanding Pulmatrix common stock or preferred stock on the record date, you are urged to complete, date and sign the enclosed written consent and promptly return the completed and executed written consent by one of the means described in “PULMATRIX SOLICITATION OF WRITTEN CONSENT — Submission of Consents” beginning on page 107 of the enclosed joint proxy and consent solicitation statement/prospectus. Pulmatrix’s board of directors has set June 1, 2015, as the target final date for receipt of written consents. Pulmatrix reserves the right to extend the final date for receipt of written consents without any prior notice to stockholders.

The enclosed joint proxy and consent solicitation statement/prospectus describes the Merger Agreement and the proposed merger in detail and includes, as Annex A , the complete text of the Merger Agreement. We urge you to read the accompanying joint proxy and consent solicitation statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy and consent solicitation statement/prospectus, and its annexes carefully and in their entirety. In particular, you should carefully read the section captioned “RISK FACTORS” beginning on page 37 of the enclosed joint proxy and consent solicitation statement/prospectus for a discussion of certain risk factors relating to the Merger Agreement and the merger.

Approval of the Merger Agreement Proposal requires the affirmative vote or written consent of holders of (a) at least a majority of the issued and outstanding shares of Pulmatrix common stock and preferred stock, voting together as a single class on an as-converted-to-common stock basis, (b) at least sixty-five percent (65%) of the issued and outstanding shares of Series B Preferred Stock, voting as a single class, and (c) at least sixty-six and two-thirds percent (66 2/3%) of the issued and outstanding shares of Seed Preferred Stock, Series A-4 Preferred Stock and Series B-1 Preferred Stock, voting together as a single class and not as a separate series, and on an as-converted-to-common stock basis.

You are entitled to the right to seek appraisal of the fair value of your shares of Pulmatrix common stock, as determined by the Delaware Court of Chancery with respect to the merger under Section 262 of the

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Delaware General Corporation Law. A summary of the appraisal rights that may be available to you is described in the section titled “THE MERGER — Appraisal Rights” beginning on page 133 . A Pulmatrix stockholder of record who wishes to exercise appraisal rights, or preserve the ability to do so, must not deliver a signed written consent approving the Merger Agreement Proposal or deliver a signed written consent without indicating a decision on the Merger Agreement Proposal. Any signed written consent returned without indicating a decision on the Merger Agreement Proposal will be counted as approving the Merger Agreement Proposal. You must take all other steps necessary to perfect your appraisal rights.

Your written consent is very important.   The Merger Agreement must be adopted by the requisite affirmative vote of the Pulmatrix stockholders in order for the merger to be consummated. PLEASE NOTE : Your consents, as evidenced by your signing and returning the signature page to the enclosed written consent, are irrevocable once they are received by Pulmatrix as explained in the joint proxy and consent solicitation statement/prospectus. If you have any questions concerning the merger, the Merger Agreement, the Merger Agreement Proposal, the written consent or the accompanying joint proxy and consent solicitation statement/prospectus, would like additional copies of the accompanying joint proxy and consent solicitation statement/prospectus or need help executing the written consent, please call Kevin O’Driscoll at 781-357-2361.

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QUESTIONS AND ANSWERS ABOUT THE MERGER			1
Questions and Answers About the Merger			1
Questions and Answers for Ruthigen Stockholders			3
Questions and Answers for Pulmatrix Stockholders			9
SUMMARY			13
The Companies (see page 85 )			13
The Merger (see page 108 )			14
Pulmatrix Private Placement (see page 141 )			16
Ruthigen’s Reasons for the Merger (see page 115 )			16
Pulmatrix’s Reasons for the Merger (see page 118 )			18
Risk Factors (see page 37 )			19
Recommendation of the Ruthigen’s Board of Directors (see page 87 )			19
Recommendation of Pulmatrix’s Board of Directors (see page 107 )			19
The Ruthigen Special Meeting (see page 87 )			20
Pulmatrix Solicitation of Written Consent (see page 99)			21
Interests of Ruthigen’s Directors and Executive Officers in the Merger (see page 114)			21
Interests of Pulmatrix’s Directors and Executive Officers in the Merger (see page 121)			22
Assumption of Pulmatrix Stock Options (see page 146 )			23
Board Composition and Management of Ruthigen After the Merger (see page 127 )			23
Appraisal Rights (see page 133 and Annex D)			23
No Solicitation (see page 142)			24
Conditions to Completion of the Merger (see page 153 )			24
Listing of Ruthigen Common Stock (see page 126 )			25
Ancillary Agreements (see page 156 )			26
Termination of Merger Agreement (see page 145)			27
Comparison of the Rights of Ruthigen Stockholders and Pulmatrix Stockholders (see page 237)			28
Accounting Treatment (see page 132 )			28
U.S. Federal Income Tax Considerations (see page 132 )			28
Regulatory Approvals (see page 132 )			28
Opinion of Ruthigen’s Financial Advisor (see page 120 and Annex J)			28
Sale of Pulmatrix Common Stock by Pulmatrix Stockholders			29
Emerging Growth Company			29
SELECTED HISTORICAL FINANCIAL INFORMATION OF RUTHIGEN			31
SELECTED HISTORICAL FINANCIAL INFORMATION OF PULMATRIX			32
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION			33
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE INFORMATION			35
COMPARATIVE MARKET PRICE INFORMATION			36
RISK FACTORS			37

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Risks Related to the Proposed Merger			37
Risks Related to the Combined Company Following the Merger			41
Risks Related to the Business of Pulmatrix			46
Pulmatrix Risks Related to Regulatory Matters			49
Pulmatrix Risks Relating to its Financial Position and Need for Additional Capital			52
Pulmatrix Risks Related to Its Intellectual Property			54
Risks Related to the Business of Ruthigen Prior to the Consummation of the Merger			56
Risks Related to Development and Regulatory Approval of RUT58-60 and Ruthigen’s Product Candidates			65
Risks Relating to Ruthigen’s Financial Position and Need for Additional Capital			69
Risks Related to Intellectual Property			72
Risks Related to its Relationship with Oculus			75
Risks Related to Ruthigen Common Stock			77
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			82
MARKET AND INDUSTRY DATA			84
THE COMPANIES			85
Ruthigen, Inc.			85
Ruthigen Merger Corp.			85
Pulmatrix Inc.			85
THE SPECIAL MEETING OF RUTHIGEN STOCKHOLDERS			87
General			87
Date, Time and Place			87
Purpose of the Ruthigen Special Meeting			87
Recommendation of the Ruthigen Board of Directors			87
Ruthigen Record Date and Quorum			88
Vote Required for Approval			88
Abstentions and Broker Non-Votes			88
Manner of Submitting Proxy			89
Shares Held in Street Name			89
Revocation of Proxies and Voting Instructions			90
Tabulation of Votes			90
Solicitation of Proxies			90
Assistance			90
PROPOSALS SUBMITTED TO RUTHIGEN STOCKHOLDERS			91
RUTHIGEN PROPOSAL 1 — APPROVAL OF THE RUTHIGEN MERGER PROPOSAL			91
RUTHIGEN PROPOSAL 2 — APPROVAL OF THE INCENTIVE PLAN AMENDMENT PROPOSAL			93
RUTHIGEN PROPOSAL 3 — APPROVAL OF THE BOARD DECLASSIFICATION PROPOSAL			99
RUTHIGEN PROPOSAL 4 — APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL			101
RUTHIGEN PROPOSAL 5 — APPROVAL OF THE EXECUTIVE PACKAGE PROPOSAL			104

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RUTHIGEN PROPOSAL 6 — APPROVAL OF THE RUTHIGEN ADJOURNMENT PROPOSAL			105
PULMATRIX SOLICITATION OF WRITTEN CONSENT			106
Pulmatrix Stockholder Action by Written Consent			106
Record Date			106
Pulmatrix Stockholders Entitled to Consent			106
Consent Required			106
Submission of Consents			107
Executing Consents; Revocation of Consents			107
Solicitation of Consents; Expenses			107
Recommendation of Pulmatrix’s Board of Directors			107
Assistance			107
THE MERGER			108
General			108
Background of the Merger			108
Ruthigen’s Reasons for the Merger			115
Pulmatrix’s Reasons for the Merger			118
Opinion of Ruthigen’s Financial Advisor			120
Listing of Ruthigen Common Stock			126
Restrictions on Sales of Shares of Ruthigen Common Stock Received in the Merger			126
Opinions as to Material U.S. Federal Income Tax Consequences of the Merger			126
Ownership of Ruthigen Following the Merger			127
Board Composition and Management of Ruthigen after the Merger			127
Interests of Ruthigen’s Directors and Executive Officers in the Merger			127
Interests of Pulmatrix’s Directors and Executive Officers in the Merger			129
Regulatory Approvals Required for the Merger			132
Accounting Treatment			132
U.S. Federal Income Tax Considerations			132
Appraisal Rights			133
Treatment of Pulmatrix Stock Options			137
Pulmatrix’s 2013 Employee, Director and Consultant Equity Incentive Plan			137
The Employment Agreements and the Lock-up Agreements			137
Escrow Agreement			140
Bridge Loan			140
Pulmatrix Private Placement			141
Note Conversion and Warrant Termination Agreement; Preferred Stock Conversion Agreement			141
Palladium Advisory Agreement and Lock-up Agreement			142
Oculus Side Letter Agreement			142
Ruthigen Private Placement			142

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Sale of Ruthigen Common Stock by Oculus			143
Sale of Pulmatrix Common Stock by Pulmatrix Stockholders			143
THE MERGER AGREEMENT			145
Form, Effective Time and Closing of Merger			145
Directors and Officers of Pulmatrix			145
Directors and Officers of Ruthigen			145
Effects of Merger; Merger Consideration			146
Assumption of Pulmatrix Stock Options			146
Effects on Ruthigen Equity Awards			147
Treatment of Pulmatrix Preferred Stock, Warrants and Convertible Notes			147
Exchange Procedures			147
Dissenting Shares			148
Representations and Warranties			148
Covenants and Agreements			151
Indemnification			152
Employment Agreements			153
Conditions to Completion of the Merger			153
Termination of the Merger Agreement			155
Effect of Termination			155
Termination Fees; Expenses in Connection with the Termination			155
Miscellaneous Provisions			155
ANCILLARY AGREEMENTS			156
Transaction Documents			156
Palladium Advisory Agreement and the Palladium Lock-up Agreement			158
Oculus Side Letter Agreement			159
Escrow Agreement			159
COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION			160
Holders			160
Dividends			160
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION			161
MANAGEMENT OF THE COMBINED COMPANY			174
Directors			174
Executive Officers			176
Voting Agreement			177
Family Relationships			177
Independence of the Board of Directors			177
Executive Officer and Director Compensation			177
Summary Compensation Table			177
Narrative Disclosure to Summary Compensation Table			178

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Outstanding Equity Awards at Fiscal Year-End			180
Incentive Plans			181
Director Compensation			183
Equity Compensation Plan Information			184
PRINCIPAL STOCKHOLDERS OF RUTHIGEN AND THE COMBINED COMPANY			185
PRINCIPAL STOCKHOLDERS OF PULMATRIX AND THE COMBINED COMPANY			188
RELATED PARTY TRANSACTIONS			193
Transactions with Pulmatrix Directors and Executive Officers			193
Transactions with Certain Pulmatrix Security Holders			193
Pulmatrix Private Placement			197
Preferred Stock Conversion Agreement; Note Conversion and Warrant Termination Agreement			198
Novartis Repurchase			198
Subordination Agreement			198
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			199
General			199
Qualification of the Merger as a Reorganization			200
Material U.S. Federal Income Tax Consequences if the Merger Fails to Qualify as a Reorganization			201
Reporting Requirements			201
INFORMATION ABOUT RUTHIGEN			202
Overview			202
Strategy			203
HOCl Technology			204
Bacteria and Bacterial Resistance to Antibiotics			205
Limitations of Current Anti-Infective Products			207
Drug Formulation, RUT58-60			207
Improvements in RUT58-60 Over Existing HOCl Formulations			208
Select Pathogen Activity of RUT58-60			208
Proven Utility of HOCl			209
Mechanism of Action of RUT58-60’s Active Pharmaceutical Ingredient, HOCl			209
Market Opportunity			210
Clinical Development			211
Development History of RUT58-60			212
Collaboration with Oculus			212
Intellectual Property			215
Manufacturing			216
Sales and Marketing/Commercialization			216
Competition			216
Government Regulation and Product Approval			218
United States Drug Development Process			218

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Employees			224
Description of Property			224
Legal Proceedings			225
Ruthigen Management’s Discussion and Analysis of Financial Condition and Results of Operations			225
INFORMATION ABOUT PULMATRIX			233
Business			233
Therapeutic Candidates			235
Intellectual Property			238
Manufacturing			239
Suppliers			240
Research and Development			240
Government Regulation			240
Reimbursement			244
Compliance with Environmental Laws			245
Employees			245
Properties			245
Legal Proceedings			245
Pulmatrix Management’s Discussion and Analysis of Financial Condition and Results of Operations			246
DESCRIPTION OF RUTHIGEN CAPITAL STOCK			257
Authorized Capital Stock			257
Common Stock			257
Preferred Stock			257
Anti-Takeover Provisions of Delaware Law, the Ruthigen Charter and the Ruthigen Bylaws			257
Warrants			259
Transfer Agent and Registrar			259
Stock Market Listing			259
COMPARISON OF RIGHTS OF RUTHIGEN STOCKHOLDERS AND PULMATRIX STOCKHOLDERS			260
Certain Differences Between the Rights of Stockholders of Ruthigen and Stockholders of Pulmatrix			260
Pulmatrix Investors’ Rights Agreement			266
Pulmatrix Voting Agreement			266
Pulmatrix First Refusal and Co-Sale Agreement			266
LEGAL MATTERS			267
EXPERTS			267
WHERE YOU CAN FIND MORE INFORMATION			268
FUTURE STOCKHOLDER PROPOSALS			269
PULMATRIX INC. — INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1
RUTHIGEN, INC. — INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-32

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ANNEX A — AGREEMENT AND PLAN OF MERGER			Annex A-1
ANNEX B — PROPOSED AMENDMENTS TO THE RUTHIGEN CHARTER			Annex B-1
ANNEX C — PROPOSED AMENDMENTS TO THE RUTHIGEN BYLAWS			Annex C-1
ANNEX D — SECTION 262 OF DELAWARE GENERAL CORPORATION LAW			Annex D-1
ANNEX E — PULMATRIX PRIVATE PLACEMENT SPA			Annex E-1
ANNEX F — NOTE CONVERSION AND WARRANT TERMINATION AGREEMENT			Annex F-1
ANNEX G — PREFERRED STOCK CONVERSION AGREEMENT			Annex G-1
ANNEX H — OCULUS SIDE LETTER AGREEMENT			Annex H-1
ANNEX I — FORM OF ESCROW AGREEMENT			Annex I-1
ANNEX J — OPINION OF CASSEL SALPETER & CO., LLC			Annex J-1
ANNEX K — RUTHIGEN, INC. AMENDED AND RESTATED 2013 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN			Annex K-1
ANNEX L — EMPLOYMENT AGREEMENT OF HOJABR ALIMI			Annex L-1
ANNEX M — EMPLOYMENT AGREEMENT OF SAMEER HARISH			Annex M-1

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As a condition to closing the merger, the Merger Agreement also requires that Pulmatrix enter into a binding securities purchase agreement for the sale of shares of Pulmatrix common stock and warrants to purchase Pulmatrix common stock resulting in gross proceeds of $10 million, subject only to the substantially concurrent closing of the merger (the “Pulmatrix Private Placement”).

This joint proxy and consent solicitation statement/prospectus contains important information about the merger and the proposals being voted on by Ruthigen stockholders and Pulmatrix stockholders, and you should read it carefully. This document collectively serves as a proxy statement of Ruthigen, consent solicitation statement of Pulmatrix and a prospectus of Ruthigen. It is a joint proxy and consent solicitation statement because both the Ruthigen and Pulmatrix boards of directors are soliciting proxies or written consents from their respective stockholders. It is a prospectus because Ruthigen will issue shares of Ruthigen common stock to Pulmatrix equity holders in connection with the merger. Your vote is important. You are encouraged to submit your proxy or written consent as soon as possible after carefully reviewing this joint proxy and consent solicitation statement/prospectus and its annexes.

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Questions and Answers for Ruthigen Stockholders

Shares of Ruthigen are currently traded on The NASDAQ Capital Market under the symbol “RTGN.” In connection with and immediately prior to the merger, Pulmatrix will change its name to “Pulmatrix Operating Company, Inc.” and Ruthigen will change its name to “Pulmatrix, Inc.” in accordance with Delaware law and seek to change its trading symbol on The NASDAQ Capital Market to “PULM.” Ruthigen stockholders will experience dilution as a result of the issuance of Ruthigen common stock to the Pulmatrix equity holders in connection with the merger.

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(1) The Ruthigen Merger Proposal  — to approve the issuances of (a) shares of Ruthigen common stock to Pulmatrix equity holders and warrants to purchase Ruthigen common stock to holders of certain outstanding warrants to purchase Pulmatrix common stock as merger consideration in the merger between Merger Sub and Pulmatrix pursuant to the terms and conditions of the Merger Agreement, (b) shares of Ruthigen common stock to certain lenders of Pulmatrix upon the conversion of the bridge loans assumed by Ruthigen into shares of Ruthigen common stock immediately following the consummation of the merger and (c) shares of Ruthigen common stock to be held in escrow to secure indemnification obligations pursuant to the Merger Agreement;

(2) The Incentive Plan Amendment Proposal  — to consider and vote upon an amendment to Ruthigen’s 2013 Employee, Director and Consultant Equity Incentive Plan to (i) increase the number of shares available for grant thereunder to 6,853,319 pre-reverse stock split shares of Ruthigen’s common stock, (ii) permit the issuance of performance-based awards thereunder and (iii) provide for an increase in the number of shares subject to the “evergreen” provision that allows for an annual increase in the number of shares of common stock available for issuance thereunder;

(3) The Board Declassification Proposal —  to approve an amendment to Ruthigen’s restated certificate of incorporation (the “Ruthigen Charter”) and confirm and ratify the amendment to Ruthigen’s amended and restated bylaws (the “Ruthigen Bylaws”) to declassify Ruthigen’s board of directors;

(4) The Reverse Stock Split Proposal  — to approve an amendment to the Ruthigen Charter to effect a reverse stock split with a ratio between 1-for-2.5 and 1-for-4 with respect to the issued and outstanding common stock of the combined company immediately following the merger;

(5) The Executive Package Proposal —  to approve the employment agreements between Ruthigen and Pulmatrix, as employer, and Messrs. Alimi and Harish, as employees, pursuant to which Messrs. Alimi and Harish will receive cash and restricted stock units from Ruthigen as consideration; and

(6) The Adjournment Proposal  — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit the solicitation of additional proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

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Pursuant to the Ruthigen Bylaws, if a quorum in not present, the special meeting shall be adjourned to another place, date, or time by the chairman of the meeting. As of the record date for the special meeting, 2,402,146 shares of Ruthigen’s common stock would be required to achieve a quorum.

The record date to determine the stockholders entitled to notice of and to vote at the special meeting is the close of business on April 30, 2015. The record date was established by the Ruthigen board of directors as required by Delaware law. On the record date, 4,804,290 shares of Ruthigen common stock were issued and outstanding.

Holders of Ruthigen common stock at the close of business on the Ruthigen record date may vote at the special meeting.

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If your shares are held in “street name” by a broker, bank or other nominee, please refer to the voting instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Your bank, brokerage firm or other nominee cannot vote your shares without instructions from you. Please note that if your shares are held in “street name” and you wish to vote in person at the Ruthigen special meeting, you must obtain a legal proxy from your bank, brokerage firm or other nominee.

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These interests may influence our directors in making their recommendation that you vote in favor of the approval of the merger and other proposals.

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If your shares of Ruthigen common stock are held in “street name”, your bank, broker or other nominee should provide instructions explaining how you may change or revoke your voting instructions.

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Ruthigen, Inc.:
2455 Bennett Valley Rd.
Suite C116
Santa Rosa, California 95404
Attention: Sameer Harish
Telephone: (707) 525-9900
E-mail: sharish@ruthigen.com

Or

Ruthigen’s Proxy Solicitor:
Georgeson Inc.
480 Washington Blvd., 26 ^th Floor,
Jersey City, New Jersey 07310
Telephone Toll Free: (800) 509-0976
E-mail: ruthigenproxy@georgeson.com

Questions and Answers for Pulmatrix Stockholders

In addition, Pulmatrix equity holders may receive a pro rata share of up to 5,850,000 pre-reverse stock split shares of Ruthigen common stock that will be issued by Ruthigen to be held in escrow by an escrow agent for twelve (12) months from the closing of the merger to secure indemnification obligations of Ruthigen to pre-merger Pulmatrix stockholders and of Pulmatrix to pre-merger Ruthigen stockholders, upon settlement of claims submitted by a representative of the pre-merger Pulmatrix stockholders pursuant to the Merger Agreement and the Escrow Agreement. After expiration of the 12-month period and settling or all claims properly submitted, the shares of Ruthigen common stock held in escrow, except any shares of Ruthigen common stock necessary to satisfy any unsatisfied claims, will be returned to Ruthigen and retired and returned to the treasury of Ruthigen.

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Immediately prior to the effective time of the merger, all outstanding convertible notes of Pulmatrix (the “Outstanding Notes”) will be converted into shares of Pulmatrix’s common stock and all outstanding warrants to purchase shares of Pulmatrix’s Series B Preferred Stock (the “Termination Warrants”) will be cancelled, terminated and extinguished pursuant to a note conversion and warrant termination agreement, dated as of March 13, 2015, between Pulmatrix and each of the holders of such notes and warrants (the “Conversion and Termination Agreement”). The Outstanding Warrants issued in the Pulmatrix Private Placement will be converted into and exchangeable for warrants to purchase shares of Ruthigen common stock equal to the number of shares Pulmatrix common stock issuable upon exercise of such warrants multiplied by the Exchange Ratio with an exercise price equal to the exercise price of such warrants divided by the Exchange Ratio.

Completion of the transactions contemplated by the Preferred Stock Conversion Agreement and Conversion and Termination Agreement are one of the conditions to the merger pursuant to the Merger Agreement. For more information, see the section titled “THE MERGER AGREEMENT — Conditions to Completion of the Merger” on page 153 of this joint proxy and consent solicitation statement/prospectus.

The merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, (the “Code”) and Treasury Regulations promulgated thereunder. As a result of the “reorganization,” Pulmatrix stockholders and warrant holders generally should not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of Pulmatrix stock for shares of Ruthigen common stock and on the exchange of their Pulmatrix warrants for Ruthigen warrants in connection with the merger.

For further information, see “THE MERGER — U.S. Federal Income Tax Considerations” on page 132 of this joint proxy and consent solicitation statement/prospectus.

The U.S. federal income tax consequences described above may not apply to all equity holders of Pulmatrix. Your tax consequences will depend on your individual situation. Accordingly, Pulmatrix strongly urges you to consult your independent tax advisor for a full understanding of the particular tax consequences of the merger to you.

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Pulmatrix Inc.
99 Hayden Avenue
Suite 390
Lexington, Massachusetts 02421
(781) 357-2333

Pulmatrix Inc., a Delaware corporation, was incorporated in 2003. Pulmatrix is a clinical stage biotechnology company focused on the discovery and development of a novel class of inhaled therapeutic products intended to prevent and treat respiratory diseases and infections with significant unmet medical needs.

Additional information about Pulmatrix can be found in the sections titled “INFORMATION ABOUT PULMATRIX — Business” beginning on page 233 , “INFORMATION ABOUT PULMATRIX — Pulmatrix Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 246 and Pulmatrix’s financial statements included elsewhere in this joint proxy and consent solicitation statement/prospectus.

The Merger (see page 108 )

The Merger Agreement (see page 145 and Annex A)

On March 13, 2015, Ruthigen, Merger Sub and Pulmatrix entered into the Merger Agreement. The Merger Agreement is the legal document governing the merger and is included in this joint proxy and consent solicitation statement/prospectus as Annex A . All descriptions in this Summary and elsewhere in this joint proxy and consent solicitation statement/prospectus of the terms and conditions of the merger are qualified in their entirety by reference to the full text of the Merger Agreement. Please read the Merger Agreement carefully for a more complete understanding of the merger.

The Merger (see page 108 )

At the effective time of the merger, Merger Sub, a wholly owned subsidiary of Ruthigen, will merge with and into Pulmatrix. Upon completion of the merger, the separate corporate existence of Merger Sub will cease, and Pulmatrix will continue as the surviving corporation and as a wholly owned subsidiary of Ruthigen. Immediately prior to the merger, Pulmatrix will change its name to “Pulmatrix Operating Company, Inc.” and Ruthigen will change its name to “Pulmatrix, Inc.”

Effects of Merger; Merger Consideration (see page 146 )

Upon the terms and subject to the conditions set forth in the Merger Agreement, upon the effectiveness of the merger, each share of Pulmatrix common stock issued and outstanding immediately prior to the effective time of the merger (excluding those certain shares owned by Pulmatrix as treasury stock or otherwise and any dissenting shares exercising appraisal rights under Section 262 of the DGCL) will convert into and become exchangeable for the number of pre-reverse stock split shares of Ruthigen common stock equal to the number of shares of Pulmatrix common stock multiplied by 0.148187124066461, the Exchange Ratio. Additionally, the Outstanding Warrants to purchase 53,817,097 shares of Pulmatrix common stock will convert into and become exchangeable for warrants to purchase pre-reverse stock split shares of Ruthigen common stock equal to the number of shares of Pulmatrix common stock underlying such outstanding Pulmatrix warrants multiplied by the Exchange Ratio, with the exercise price of such converted warrants determined by dividing the exercise price of the Pulmatrix warrant by the Exchange Ratio. As a result of the issuance of the merger consideration and the merger, Pulmatrix stockholders will receive an aggregate of approximately 27,848,269 pre-reverse stock split shares of Ruthigen common stock, including 24,211,905 shares of Ruthigen common stock to be issued in respect of the Pulmatrix equity securities outstanding as of the date of this joint proxy and consent solicitation statement/prospectus and 3,636,364 shares of Ruthigen common stock to be issued in respect of shares purchased in the Pulmatrix Private Placement, and Ruthigen will issue warrants representing the right to purchase an aggregate of 7,975,000 shares of Ruthigen common stock with an exercise price of $3.025 per share of Ruthigen common stock to the holders of the Outstanding Warrants.

Immediately prior to the effective time of the merger, all outstanding shares of Pulmatrix preferred stock and all outstanding convertible notes of Pulmatrix will be converted into shares of Pulmatrix common stock, and all Termination Warrants will be cancelled, terminated and extinguished.

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Pursuant to the Merger Agreement, all outstanding Pulmatrix options will be assumed by Ruthigen. Each option to purchase shares of Pulmatrix common stock will be converted into an option to purchase a number of shares of Ruthigen common stock representing the number of Pulmatrix shares of common stock for which the exchanged option was exercisable multiplied by the Exchange Ratio. The exercise price will be proportionately adjusted.

In addition, certain bridge loans made to Pulmatrix in the aggregate original principal amount of $4.5 million will be assumed by Ruthigen and, immediately following the merger, the outstanding principal amount of the bridge loans plus any accrued and unpaid interest will convert into shares of Ruthigen common stock at $2.75 per share.

In connection with the merger, Ruthigen will issue 5,850,000 additional shares of Ruthigen common stock to be held in escrow to secure indemnification obligations pursuant to the Merger Agreement.

Based on the number of shares of Ruthigen common stock outstanding as of April 30, 2015, the total number of Ruthigen common stock outstanding after the closing of the merger and all related transactions will be approximately 35,138,250, prior to giving effect to the proposed reverse stock split contemplated by the Reverse Stock Split Proposal, including approximately 27,848,269 shares of Ruthigen common stock issued to former Pulmatrix equity holders and approximately 1,636,364 shares of Ruthigen common stock issuable immediately following the merger upon conversion of the bridge loans but excluding the Indemnification Shares. Pursuant to the Merger Agreement, Ruthigen may enter into a binding stock purchase agreement obligating one or more investors to purchase up to 948,555 pre-reverse stock split shares of its common stock at a price not less than $2.75 per share, prior to the closing, in order to comply with the applicable required amount of unrestricted cash at hand held by Ruthigen at the closing of the merger set forth in the Merger Agreement, which is referred to as the Ruthigen private placement. Upon completion of the merger and the transactions contemplated in the Merger Agreement, based on these assumptions, current Ruthigen stockholders and their designees will own approximately 18.3%, and the former stockholders of Pulmatrix and their designees will own approximately 81.7% of the issued and outstanding shares of Ruthigen common stock, excluding (i) the Indemnification Shares (ii) shares underlying the Outstanding Warrants, which are subject to exercise contingencies other than vesting over time, (iii) shares of Ruthigen common stock issued in the Ruthigen private placement, the purchasers of which and amount of shares to be sold in which are unknown as of the date of this joint proxy and consent solicitation statement/prospectus and (iv) any shares of Ruthigen common stock issuable pursuant to Ruthigen’s outstanding Series A Warrants, which have an exercise price per share greater than the market price per share of Ruthigen common stock as of the date of this joint proxy and consent solicitation statement/prospectus.

Ruthigen will not issue any fractional shares of Ruthigen common stock in the merger. Pulmatrix stockholders who would otherwise be entitled to a fraction of a share of Ruthigen common stock upon the completion of the merger (after aggregating all fractional shares of Ruthigen common stock to be received by such holder) will instead receive from Ruthigen one full share of Ruthigen common stock (i.e., rounded up to the nearest whole share).

All shares of Pulmatrix capital stock held by Pulmatrix as treasury stock or otherwise will be cancelled and no payment will be made with respect to such shares.

Each share of Merger Sub common stock issued and outstanding immediately prior to the effective time of the merger will convert into and become one (1) share of common stock of post-merger Pulmatrix, which will represent all of the issued and outstanding shares of common stock of post-merger Pulmatrix immediately following the effective time of the merger.

After the merger is completed, Pulmatrix equity holders will have only the right to receive the merger consideration and one full share in lieu of any fractional shares of Ruthigen common stock, or, in the case of Pulmatrix stockholders that properly exercise and perfect appraisal rights, the right to receive the fair market value for such shares, and will no longer have any rights as Pulmatrix stockholders, including voting or other rights.

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For a full description of the merger consideration, see the sections titled “THE MERGER” beginning on page 108 and “THE MERGER AGREEMENT — Effects of Merger; Merger Consideration” beginning on page 146 of this joint proxy and consent solicitation statement/prospectus.

Pulmatrix Private Placement (see page 141 )

Pursuant to the Merger Agreement, on March 13, 2015, Pulmatrix entered into a securities purchase agreement (the “Pulmatrix Private Placement SPA”) whereby Pulmatrix agreed to sell, in a private placement to certain existing investors of Pulmatrix, 24,538,999 units, with each unit consisting of (i) one (1) share of Pulmatrix’s common stock and (ii) a warrant representing the right to purchase 2.193140519 shares of Pulmatrix’s common stock at an exercise price of $0.448266 per share, each on a pre-reverse stock split basis, for aggregate gross proceeds of $10 million, which is referred to as the Pulmatrix Private Placement throughout this joint proxy and consent solicitation statement/prospectus. The obligations of Pulmatrix to issue and sell the units, and the obligations of the investors to purchase the units, are conditioned upon the consummation of the merger immediately following the issuance of the units pursuant to the Pulmatrix Private Placement SPA. Completion of the Pulmatrix Private Placement is a condition to the closing of the merger under the Merger Agreement. At the effective time of the merger, the common stock and the warrants underlying the units will be exchanged for merger consideration. Following the issuance of the merger consideration and before giving effect to the reverse stock split, the securities underlying the units, in the aggregate, will represent (i) 3,636,364 shares of Ruthigen’s common stock and (ii) warrants representing the right to purchase 7,975,000 shares of Ruthigen’s common stock at an exercise price of $3.025 per share.

For a full description of the Pulmatrix Private Placement, see the section titled “THE MERGER —  Pulmatrix Private Placement.” beginning on page 141 of this joint proxy and consent solicitation statement/prospectus.

Ruthigen’s Reasons for the Merger (see page 115 )

In evaluating strategic alternatives, the Ruthigen board of directors consulted with Ruthigen’s management and legal and financial advisors, reviewed a significant amount of information, and considered a number of factors, including, among others, the following factors that the Ruthigen board of directors viewed as supportive of its decision, to approve the merger with Pulmatrix, as being in the best interests of the Ruthigen’s stockholders:

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The Ruthigen board of directors also carefully considered and discussed a number of risks, uncertainties, and other countervailing factors in its deliberations regarding entering into the merger agreement and consummating the merger, including, among others, the following:

The Ruthigen board of directors believes that, overall, the potential benefits to Ruthigen stockholders of the Merger Agreement and the transactions contemplated thereby outweigh the risks and uncertainties.

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Although this discussion of the information and factors considered by the Ruthigen board of directors is believed to include the material factors it considered, it is not intended to be exhaustive and may not include all of the factors considered by the Ruthigen board of directors. The Ruthigen board of directors did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination that the merger agreement and the transactions contemplated thereby are fair to, advisable, and in the best interests of Ruthigen and its stockholders. The Ruthigen board of directors based its determination on the totality of the information presented to and factors considered by it. In addition, individual members of the Ruthigen board of directors may have given differing weights to different factors.

For a more complete discussion of Ruthigen’s reasons for the merger, see the section titled “THE MERGER — Ruthigen’s Reasons for the Merger.” beginning on page 115 of this joint proxy and consent solicitation statement/prospectus.

Pulmatrix’s Reasons for the Merger (see page 118 )

Pulmatrix’s board of directors considered many factors in making its decision to approve and adopt the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement, and to recommend that its stockholders approve the Merger Agreement Proposal. In arriving at its decision, Pulmatrix’s board of directors consulted with Pulmatrix’s senior management, legal advisors, reviewed a significant amount of information, conducted an overall analysis of a number of factors, including the following material facts (not in any relative order of importance):

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For a more complete discussion of Pulmatrix’s reasons for the merger, see the section titled “THE MERGER — Pulmatrix’s Reasons for the Merger” beginning on page 118 of this joint proxy and consent solicitation statement/prospectus.

Risk Factors (see page 37 )

In evaluating the Merger Agreement and the merger and related transactions contemplated by the Merger Agreement, you should carefully consider all of the information into this joint proxy and consent solicitation statement/prospectus. In particular, you are urged to read and consider all of the factors discussed in the section titled “RISK FACTORS” beginning on page 37 .

Recommendation of the Ruthigen’s Board of Directors (see page 87 )

Ruthigen’s board of directors has determined that the Merger Agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Ruthigen common stock pursuant to the terms of the Merger Agreement, are advisable and in the best interests of Ruthigen and its stockholders and has unanimously approved and adopted the Merger Agreement, the merger and the other transactions contemplated therein. Ruthigen’s board of directors believes that each of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, the Board Declassification Proposal, the Reverse Stock Split Proposal, the Executive Package Proposal and the Adjournment Proposal to be presented at the special meeting is in the best interests of Ruthigen and its stockholders, and unanimously recommends that its stockholders vote “FOR” each of the proposals. For the factors considered by Ruthigen’s board of directors in reaching its decision to approve the merger and Merger Agreement, see the section titled “THE MERGER — Ruthigen’s Reasons for the Merger” beginning on page 115 of this joint proxy and consent solicitation statement/prospectus.

Recommendation of Pulmatrix’s Board of Directors (see page 107 )

Pulmatrix’s board of directors has determined that the Merger Agreement and the transactions contemplated thereby, including the merger, are just, equitable and fair to Pulmatrix and its stockholders and that it is in the best interests of Pulmatrix and its stockholders that Pulmatrix consummate the merger and has unanimously approved and adopted the Merger Agreement and the transactions contemplated thereby, including the merger. Pulmatrix’s board of directors unanimously recommends that Pulmatrix stockholders consent to the adoption and approval of the Merger Agreement and the other transactions contemplated by the

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Merger Agreement, including the merger. For the factors considered by Pulmatrix’s board of directors in reaching its decision to approve the merger and Merger Agreement, see the section titled “THE MERGER —  Pulmatrix’s Reasons for the Merger” beginning on page 118 of this joint proxy and consent solicitation statement/prospectus.

The Ruthigen Special Meeting (see page 87 )

The Ruthigen special meeting will be held on June 12, 2015, at 11:00 a.m., Eastern Time, at the offices of Grushko & Mittman, 515 Rockaway Avenue, Valley Stream, New York 11581. At the special meeting, Ruthigen stockholders will be asked to consider and vote on the following:

Only the holders of record of shares of Ruthigen common stock at the close of business on April 30, 2015, the Ruthigen record date, will be entitled to vote at the special meeting. Each share of Ruthigen common stock is entitled to one vote on each proposal to be considered at the Ruthigen special meeting. As of the Ruthigen record date, there were 4,804,290 shares of Ruthigen common stock outstanding entitled to vote at the Ruthigen special meeting.

As of the close of business on the Ruthigen record date, the directors and executive officers of Ruthigen and their affiliates collectively beneficially owned and were entitled to vote 109,908 shares of Ruthigen common stock, which represent, in the aggregate, approximately 2.24% of Ruthigen common stock outstanding on that date. Ruthigen currently expects that Ruthigen’s directors and executive officers will vote their shares in favor of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, the Board Declassification Proposal, the Reverse Stock Split Proposal, the Executive Package Proposal and the Adjournment Proposal.

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Assuming the presence of a quorum, approval of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, the Reverse Stock Split Proposal, the Executive Package Proposal and the Adjournment Proposal by the affirmative vote of holders of at least a majority of the shares of Ruthigen common stock voting for or against such proposals, and approval of the Board Declassification Proposal by the affirmative vote of holders of at least eighty percent (80%) of the outstanding shares of Ruthigen common stock. Ruthigen will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present, but for purposes of approval, an abstention or failure to vote will have no effect on any of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, the Reverse Stock Split Proposal, the Executive Package Proposal or the Adjournment Proposal. In addition, if a holder fails to submit a proxy or vote in person at the Ruthigen special meeting or fails to instruct such holder’s bank or broker how to vote with respect to any of the proposals, it will have no effect on the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, the Reverse Stock Split Proposal, the Executive Package Proposal or the Adjournment Proposal. However, abstentions, or the failure to submit a proxy or vote, will have the same effect as a vote against the Board Declassification Proposal.

Pulmatrix Solicitation of Written Consent (see page 106 )

Pulmatrix stockholders are being asked to adopt the Merger Agreement and thereby approve the merger and the other transactions contemplated by the Merger Agreement (the “Merger Agreement Proposal”) by written consent.

Only the holders of record of shares of Pulmatrix capital stock at the close of business on April 30, 2015, the Pulmatrix record date, will be entitled to approve the Merger Agreement Proposal by written consent. As of the Pulmatrix record date, there were 3,184,309 shares of Pulmatrix common stock, 1,219,508 shares of Seed Preferred Stock, 410,000 shares of Junior Seed Preferred Stock, 0 shares of Series A-1 Preferred Stock, 1,307,190 shares of Series A-4 Preferred Stock, 18,687,554 shares of Series B-1 Preferred Stock and 41,788,790 shares of Series B Preferred Stock issued and outstanding.

As of the close of business on the Pulmatrix record date, the directors and executive officers of Pulmatrix and their affiliates collectively beneficially owned 95,199,795 shares of Pulmatrix common stock and 68,105,416 shares of Pulmatrix preferred stock, which represent, in the aggregate, approximately 98.6% of Pulmatrix voting stock outstanding and entitled to vote on that date on an as-converted to common stock basis. Pulmatrix currently expects that Pulmatrix’s directors and executive officers will provide written consent to the Merger Agreement Proposal.

The adoption and approval of the Merger Agreement Proposal requires the affirmative vote or written consent of the holders of (a) at least a majority of the issued and outstanding shares of Pulmatrix common stock and preferred stock, voting together as a single class on an as-converted-to-common stock basis, (b) at least sixty-five percent (65%) of the issued and outstanding shares of Series B Preferred Stock, voting as a single class, and (c) at least sixty-six and two-thirds percent (66 2/3%) of the issued and outstanding shares of Seed Preferred Stock, Series A-4 Preferred Stock and Series B-1 Preferred Stock, voting together as a single class and not as a separate series, and on an as-converted-to-common stock basis.

Interests of Ruthigen’s Directors and Executive Officers in the Merger (see page 127 )

In considering the recommendation of the Ruthigen board of directors of directors that Ruthigen stockholders vote to approve all of the presented proposals, Ruthigen stockholders should be aware that some of Ruthigen’s directors and officers have interests in the merger and have arrangements that are different from, or in addition to, those of Ruthigen stockholders generally. These interests and arrangements may create potential conflicts of interest. Ruthigen’s board of directors was aware of these interests and considered these interests, among other matters, in adopting and approving the Merger Agreement and the transactions contemplated thereby, including the merger, and in recommending that Ruthigen stockholders approve the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, the Board Declassification Proposal, the Reverse Stock Split Proposal, the Executive Package Proposal and the Adjournment Proposal.

When Ruthigen’s stockholders consider the recommendation of Ruthigen’s board of directors in favor of approval of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, Board Declassification

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Proposal, the Reverse Stock Split Proposal, the Executive Package Proposal and the Adjournment Proposal, Ruthigen’s stockholders should keep in mind that Ruthigen’s directors and officers have interests in the merger that are different from, or in addition to, the interests of its stockholders. These interests include, among other things:

For a more complete description of these interests, see “THE MERGER — Interests of Ruthigen’s Directors and Executive Officers in the Merger” beginning on page 127 of this joint proxy and consent solicitation statement/prospectus.

Interests of Pulmatrix’s Directors and Executive Officers in the Merger (see page 129 )

In considering the recommendation of Pulmatrix’s board of directors that Pulmatrix stockholders consent to approve the Merger Agreement and the merger, Pulmatrix stockholders should be aware that some of Pulmatrix’s directors and officers have interests in the merger and have arrangements that are different from, or in addition to, those of Pulmatrix stockholders generally. These interests and arrangements may create potential conflicts of interest. Pulmatrix’s board of directors was aware of these interests and considered these interests, among other matters, in adopting and approving the Merger Agreement and the transactions contemplated thereby, including the merger, and in recommending that Pulmatrix stockholders approve the Merger Agreement Proposal.

When Pulmatrix’s stockholders consider the recommendation of Pulmatrix’s board of directors in favor of approval of the Merger Agreement Proposal, Pulmatrix’s stockholders should keep in mind that Pulmatrix’s directors and officers have interests in the merger that are different from, or in addition to, the interests of its stockholders. These interests include, among other things:

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For a more complete description of these interests, see “THE MERGER — Interests of Pulmatrix’s Directors and Executive Officers in the Merger” beginning on page 129 of this joint proxy and consent solicitation statement/prospectus.

Assumption of Pulmatrix Stock Options (see page 146 )

At the effective time of the merger, all of Pulmatrix’s rights and obligations under all stock options granted pursuant to Pulmatrix’s 2013 Employee, Director and Consultant Equity Incentive Plan and Pulmatrix’s 2003 Employee, Director, and Consultant Stock Plan that are outstanding immediately prior to the effective time of the merger, will be assumed by Ruthigen. Each outstanding stock option to purchase shares of Pulmatrix common stock will be converted into an option to purchase a number of shares of Ruthigen common stock representing the number of shares of Pulmatrix common stock for which the exchanged option was exercisable multiplied by the Exchange Ratio. The exercise price will be proportionately adjusted. As a general matter, except as set forth in the Merger Agreement, all other material terms and conditions governing stock options granted pursuant to the Pulmatrix Equity Plans in effect immediately prior to the merger will remain in effect following the merger.

For more information on the assumption of outstanding stock options of Pulmatrix, see the section titled “THE MERGER AGREEMENT — Assumption of Pulmatrix Stock Options” beginning on page 146 of this joint proxy and consent solicitation statement/prospectus.

Board Composition and Management of Ruthigen After the Merger (see page 127 )

Effective immediately after the closing of the merger, all of the current members of the Ruthigen board of directors will resign. The Ruthigen board of directors at the effective time of the merger will consist of seven (7) directors, all of whom are current members of Pulmatrix’s board of directors immediately prior to the effectiveness of the merger, as follows:

Name		Position
Robert W. Clarke, Ph.D.		Chief Executive Officer and Director
Terrance G. McGuire		Director, Chairman of the Board of Directors
Kurt C. Graves		Director
Steven Gillis, Ph.D.		Director
David J. Maki		Director
Scott M. Rocklage, Ph.D.		Director
Michael J. Higgins		Director

In the event that the Board Declassification Proposal is not approved at the special meeting of Ruthigen stockholders, the board of directors of Ruthigen would remain classified, and, upon consummation of the merger, the new Ruthigen directors would be assigned to classes as agreed upon by Pulmatrix and Ruthigen prior to the effective time of the merger.

Following the merger, the executive officers of Pulmatrix immediately prior to the effective time of the merger will be appointed as the executive officers of Ruthigen as follows:

Appraisal Rights (see page 133 and Annex D)

If the merger is completed, Pulmatrix stockholders are entitled to appraisal rights under Section 262 of the Delaware General Corporation Law, or the DGCL. In view of the complexity of Section 262 of the DGCL, Pulmatrix stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors. A Pulmatrix stockholder of record who wishes to exercise appraisal rights, or preserve the ability to do so, must not deliver a signed written consent adopting the Merger Agreement or deliver a signed consent without indicating a decision on the Merger Agreement Proposal. Any signed written consent returned without indicating a decision on the Merger Agreement Proposal will be counted as approving the Merger Agreement Proposal. For a more complete discussion of the appraisal rights, see the provisions of Section 262

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of the DGCL, referred to as Section 262, and attached to this joint proxy and consent solicitation statement/prospectus as Annex D , and the section titled “THE MERGER — Appraisal Rights” beginning on page 133 of this joint proxy and consent solicitation statement/prospectus.

Ruthigen stockholders do not have any dissenters’ or appraisal rights under the DGCL in connection with the merger or with respect to any of the matters to be vote on at the Ruthigen special meeting.

No Solicitation (see page 151 )

The Merger Agreement contains provisions that make it more difficult for each of Pulmatrix and Ruthigen to encourage, solicit or initiate discussions or negotiations with, or engage in negotiations or discussions with, or provide non-public information to any person concerning:

Conditions to Completion of the Merger (see page 153 )

Currently, Ruthigen and Pulmatrix expect to complete the merger during the second calendar quarter of 2015. As more fully described in this joint proxy and consent solicitation statement/prospectus and in the Merger Agreement, each party’s obligation to complete the Merger depends on a number of conditions being satisfied or, where legally permissible, waived, including the following:

The obligation of Ruthigen and Merger Sub to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

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The obligation of Pulmatrix to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

Neither Ruthigen nor Pulmatrix can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. See “THE MERGER AGREEMENT — Conditions to Completion of the Merger” on page 153 of this joint proxy and consent solicitation statement/prospectus for a more complete summary of the conditions that must be satisfied prior to closing.

Listing of Ruthigen Common Stock (see page 126 )

Ruthigen common stock is currently listed on The NASDAQ Capital Market under the symbol “RTGN.” Pursuant to the Merger Agreement, Ruthigen has agreed to obtain approval for listing on The NASDAQ Capital Market of the shares of Ruthigen common stock to be issued to Pulmatrix equity holders in the merger. In addition, under the Merger Agreement, each party’s obligation to complete the merger is subject to the satisfaction or waiver by each of the parties, at or prior to the merger, of various conditions, including a condition to Pulmatrix’s obligation to complete the merger that Ruthigen must have caused such shares of Ruthigen common stock to be approved for listing on The NASDAQ Capital Market, subject only to official notice of issuance as of the closing of the merger.

In connection with and immediately prior to the merger, Pulmatrix will change its name to “Pulmatrix Operating Company, Inc.” and Ruthigen will change its name to “Pulmatrix, Inc.” in accordance with Delaware law and seek to change its trading symbol on The NASDAQ Capital Market to “PULM.”

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Ancillary Agreements (see page 156 )

Transaction Documents

Pursuant to the Merger Agreement, on March 13, 2015, Pulmatrix entered into the following transactions, the completion of which are conditions to closing the merger: (i) the Pulmatrix Private Placement; (ii) the conversion of all of Pulmatrix’s Outstanding Notes into shares of Pulmatrix’s common stock and the termination of the Termination Warrants pursuant to the Conversion and Termination Agreement and (iii) the conversion of each series of Pulmatrix’s preferred stock into shares of Pulmatrix’s common stock pursuant to the Preferred Stock Conversion Agreement.

The securities issued as a result of the foregoing transactions will be exchanged for merger consideration at the effective time of the merger. For additional information, see “ANCILLARY AGREEMENTS —  Transaction Documents” on page 156 of this joint proxy and consent solicitation statement/prospectus. Copies of the complete text of the Pulmatrix Private Placement SPA, the Conversion and Termination Agreement and the Preferred Stock Conversion Agreement are included in this joint proxy and consent solicitation statement/prospectus as Annexes E , F and G , respectively.

Palladium Advisory Agreement and Lock-up Agreement

On February 8, 2015, Pulmatrix entered into an engagement agreement with Palladium Capital Advisors, LLC (“Palladium”), whereby Palladium agreed to (i) act as the non-exclusive placement agent for a bridge financing that occurred on February 26, 2015 and generated aggregate proceeds of $4,500,000 and (ii) serve as Pulmatrix’s non-exclusive advisor in connection with a merger. Pursuant to the engagement agreement and as a result of Pulmatrix obtaining the bridge loan financing and entering into the Merger Agreement, Pulmatrix paid Palladium six percent (6%) of the amount of the bridge loan financing and 3,978,806 shares of Pulmatrix’s common stock on a pre-merger basis, which will be exchanged for 589,608 shares of the combined company pursuant to the Merger Agreement. Pursuant to a stock agreement executed between Pulmatrix and Palladium, the 3,978,806 shares of Pulmatrix common stock issued to Palladium will be forfeited if the merger is not consummated by August 13, 2015. In addition, pursuant to the engagement agreement, Palladium will receive the following compensation:

In connection with the issuance of Pulmatrix common stock to Palladium, Palladium entered into a lock-up agreement with Ruthigen on March 13, 2015, whereby Palladium generally agreed not to, without first obtaining the prior written consent of Ruthigen, sell, transfer or otherwise dispose of any shares it beneficially owns of Ruthigen for an initial period of six (6) months and, following the expiration of the initial period, for six (6) months thereafter at a price less than $2.75 per share. For additional information, see “ANCILLARY AGREEMENTS — Palladium Advisory Agreement and the Palladium Lock-up Agreement” on page 158 of this joint proxy and consent solicitation statement/prospectus.

Oculus Side Letter Agreement

In connection with the merger, on March 13, 2015, Pulmatrix entered into a side letter agreement with Oculus (the “Oculus Side Letter Agreement”), pursuant to which, among other things, Oculus agreed, from the effective date of the merger, to (i) waive Ruthigen’s obligations to use commercially reasonable efforts to develop and commercialize products licensed from Oculus under the outstanding license and supply agreement between Oculus and Ruthigen, as amended (the “License and Supply Agreement”) until the earlier of one year from the closing of the merger or August 31, 2016; (ii) provide a general release from claims and liabilities arising under the License and Supply Agreement, the separation agreement and the shared services

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agreement, each between Oculus and Ruthigen, in favor of Ruthigen; and (iii) permit Ruthigen to run a sale process for the pre-merger Ruthigen business, including any products licensed from Oculus, and to assign or delegate all of Ruthigen’s surviving rights under the License and Supply Agreement, the separation agreement and the shared services agreement, subject to certain consent rights of Oculus with respect to the identity of the proposed purchaser. Pursuant to the Oculus Side Letter Agreement, in the event of a sale of Ruthigen’s pre-merger business with a minimum aggregate purchase price of $1 million, Oculus will have a right of first refusal to acquire the pre-merger business of Ruthigen on exactly the same terms, and in the event that Oculus does not exercise its right of first refusal and the aggregate purchase price exceeds $10 million, Oculus will receive 10% of the gross consideration from the sale of Ruthigen’s pre-merger business. For additional information, see “ANCILLARY AGREEMENTS — Oculus Side Letter Agreement” on page 159 of this joint proxy and consent solicitation statement/prospectus. A copy of the complete text of the Oculus Side Letter Agreement is included in this joint proxy and consent solicitation statement/prospectus as Annex H .

Escrow Agreement

As a condition to the closing of the merger, Ruthigen and representatives of pre-merger Pulmatrix stockholders and pre-merger Ruthigen stockholders will enter into an Escrow Agreement with a mutually acceptable escrow agent, whereby, at the closing of the merger, Ruthigen will deposit the Indemnification Shares into an escrow account in order to secure the post-closing indemnification rights of the pre-merger Ruthigen stockholders and the pre-merger Pulmatrix stockholders. For additional information, see “THE MERGER AGREEMENT — Indemnification” beginning on page 152 and “ANCILLARY AGREEMENTS — Escrow Agreement” on page 159 of this joint proxy and consent solicitation statement/prospectus. A copy of the form of escrow agreement is included in this joint proxy and consent solicitation statement/prospectus as Annex I .

Termination of Merger Agreement (see page 155 )

The Merger Agreement may be terminated at any time prior to the closing of the merger by mutual written consent of the parties. The Merger Agreement may also be terminated by either party, prior to closing of the merger, in the following circumstances:

There is no termination fee. However, in the event that the Merger Agreement is terminated because a party has breached or is in breach of any representation, warranty, covenant or agreement, which would prevent any closing condition from being satisfied and such breach cannot be cured by August 13, 2015, provided that the terminating party shall have given the other party at least thirty (30) days’ notice of its intent to terminate the Merger Agreement, such breaching party shall be responsible to pay to the non-breaching party up to $100,000 of documented professional fees incurred by the non-breaching party in connection with the Merger Agreement and related transactions and filings with the SEC related to the merger and the transactions contemplated in the Merger Agreement.

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Comparison of the Rights of Ruthigen Stockholders and Pulmatrix Stockholders (see page 260 )

Each of Ruthigen and Pulmatrix is incorporated under the laws of the State of Delaware, and accordingly, the rights of the stockholders of each company are currently, and will continue to be, governed by the DGCL. If the merger is completed, Pulmatrix stockholders will become stockholders of Ruthigen, and their rights will be governed by the DGCL, as well as the Ruthigen Charter and Ruthigen Bylaws, each as amended to reflect the declassification of Ruthigen’s board of directors. The rights of Ruthigen stockholders contained in the Ruthigen Charter and the Ruthigen Bylaws, as amended, differ from the rights of Pulmatrix stockholders under Pulmatrix’s third amended and restated certificate of incorporation, as amended (the “Pulmatrix Charter”) and Pulmatrix’s amended and restated by-laws (the “Pulmatrix By-laws”), as more fully described under the section titled “COMPARISON OF RIGHTS OF RUTHIGEN STOCKHOLDERS AND PULMATRIX STOCKHOLDERS” on page 260 of this joint proxy and consent solicitation statement/prospectus.

Accounting Treatment (see page 132 )

Although Ruthigen is the legal acquirer and will issue shares of its common stock to effect the merger with Pulmatrix, the business combination will be accounted for as an acquisition of Ruthigen by Pulmatrix under accounting principles generally accepted in the United States, or GAAP. Under the “acquisition” method of accounting, the assets and liabilities of Ruthigen will be recorded, as of the completion of the merger, at their respective fair values in the financial statements of Pulmatrix. The financial statements of Pulmatrix issued after the completion of the merger will reflect these values, but will not be restated retroactively to reflect the historical financial position or results of operations of Ruthigen.

For a more complete discussion of the accounting treatment of the merger, see the sections entitled “The Merger — Accounting Treatment.”

U.S. Federal Income Tax Considerations (see page 132 )

The merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code and Treasury Regulations promulgated thereunder. As a result of the “reorganization,” Pulmatrix stockholders and warrant holders generally should not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of Pulmatrix stock for shares of Ruthigen common stock and in the exchange of Pulmatrix warrants for Ruthigen warrants in connection with the merger. Ruthigen stockholders generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the merger.

Tax matters are very complicated, and the tax consequences of the merger to a particular Ruthigen or Pulmatrix stockholder or Pulmatrix warrant holder will depend in part on such holder’s circumstances. Accordingly, Ruthigen and Pulmatrix urge you to consult your own tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section titled “CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER” on page 199 of this joint proxy and consent solicitation statement/prospectus.

Regulatory Approvals (see page 132 )

Ruthigen and Pulmatrix believe that the merger does not raise substantial antitrust or other significant regulatory concerns and that both parties will be able to obtain all requisite regulatory approvals prior to the anticipated closing. In the Ruthigen must also comply with the applicable federal and state securities laws and the rules and regulations of The NASDAQ Stock Market LLC for the approval of the listing application to be submitted in connection with the issuance of shares of Ruthigen common stock in the merger and the filing with the SEC of the registration statement of which this joint proxy and consent solicitation statement/prospectus forms a part. For a more complete discussion of the regulatory approvals required in connection with the merger, see the section titled “THE MERGER — Regulatory Approvals Required for the Merger” on page 132 of this joint proxy and consent solicitation statement/prospectus.

Opinion of Ruthigen’s Financial Advisor (see page 120 and Annex J)

On March 12, 2015, Cassel Salpeter & Co., LLC (“Cassel Salpeter”) rendered its oral opinion to the Ruthigen board (which was confirmed in writing by delivery of Cassel Salpeter’s written opinion dated the

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same date), as to, as of March 12, 2015, the fairness, from a financial point of view, to Ruthigen of the exchange ratio in the merger, after giving effect to the ancillary transactions, pursuant to the merger agreement. In the sections of this joint proxy statement/prospectus regarding Cassel Salpeter’s analyses or opinion, references to the Pulmatrix private placement, the Pulmatrix preferred stock conversion, the Pulmatrix convertible note conversion, the termination of the Termination Warrants and the Ruthigen private placement are referred to collectively as the “ancillary transactions” and, together with the merger and the bridge loan conversion, as the “transaction.”

The opinion was addressed to the Ruthigen board for the use and benefit of the members of the Ruthigen board (in their capacities as such) in connection with the Ruthigen board’s evaluation of the merger. Cassel Salpeter’s opinion only addressed whether, as of the date of the opinion, the exchange ratio in the merger, after giving effect to the ancillary transactions, pursuant to the merger agreement was fair, from a financial point of view, to Ruthigen. It did not address any other terms, aspects, or implications of the transaction or the Merger Agreement. The summary of the opinion in this joint proxy and consent solicitation statement/prospectus is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex J to this joint proxy and consent solicitation statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Cassel Salpeter in preparing its opinion. Neither the opinion nor the summary of the opinion and related analyses set forth in this joint proxy and consent solicitation statement/prospectus is intended to and they do not constitute advice or a recommendation to any of the stockholders of Ruthigen or any other security holders as to how such holder should vote or act with respect to any matter relating to the transaction or otherwise.

For further information, see the section titled “THE MERGER — Opinion of Ruthigen’s Financial Advisor” beginning on page 120 and the full text of the opinion attached as Annex J to this joint proxy and consent solicitation statement/prospectus.

Sale of Pulmatrix Common Stock by Pulmatrix Stockholders

To ensure that Marlin Capital Investments LLC (“Marlin Capital”), a significant minority stockholder of Ruthigen, would support the merger and other transactions contemplated in the Merger Agreement, certain venture capital investors of Pulmatrix that collectively beneficially own the majority of Pulmatrix’s common stock and the designees of Marlin Capital (the “Marlin Designees”) entered into stock purchase agreements (the “Ruthigen Stockholder SPAs”), pursuant to which, immediately prior to the closing of the merger, the venture capital investors of Pulmatrix agreed to transfer to the Marlin Designees at a nominal purchase price such number of shares of Pulmatrix common stock such that, when combined with the shares of Ruthigen common stock to be issued to the investors in the bridge loan upon conversion of $3.5 million of the bridge loans, as contemplated prior to the oversubscription of the bridge loans, and any accrued interest on all bridge loans, following the merger, would represent approximately 23% of the outstanding Ruthigen common stock after the merger, excluding the Indemnification Shares. For additional information, see “THE MERGER — Background of the Merger” beginning on page 108 and “THE MERGER — Sale of Pulmatrix Common Stock by Pulmatrix Stockholders” on page 143 of this joint proxy and consent solicitation statement/prospectus.

Emerging Growth Company

Ruthigen qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, Ruthigen may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

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Ruthigen has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows Ruthigen to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, its financial statements may not be comparable to companies that comply with public company effective dates.

Ruthigen may take advantage of these provisions for up to five years or such earlier time that it is no longer an emerging growth company. Ruthigen would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which it has total annual gross revenues of $1 billion or more; (ii) the last day of its fiscal year following the fifth anniversary of the date of the completion of its initial public offering; (iii) the date on which it has issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which it is deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission.

To the extent that Ruthigen continues to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after it ceases to qualify as an emerging growth company, certain of the exemptions available to Ruthigen as an emerging growth company may continue to be available to Ruthigen as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF RUTHIGEN

The following table sets forth selected historical financial information of Ruthigen for each of the periods presented (in thousands, except share and per share data). Such information has been derived from Ruthigen’s audited financial statements as of and for the years ended March 31, 2012 (since inception on October 20, 2011), 2013 and 2014 and from Ruthigen’s unaudited financial statements as of and for the nine months ended December 31, 2014, each of which is included elsewhere in this joint proxy and consent solicitation statement/prospectus.

The following table should be read together with “INFORMATION ABOUT RUTHIGEN — Ruthigen Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 225 of this joint proxy and consent solicitation statement/prospectus and Ruthigen’s audited financial statements for the years ended March 31, 2013 and 2014 and related notes and unaudited financial statements as of and for the nine months ended December 31, 2014 and related notes beginning on page F-31 of this joint proxy and consent solicitation statement/prospectus.

Ruthigen’s historical results are not necessarily indicative of results to be expected in any future period.

		Period from October 20, 2011 (inception) to March 31, 2012				Year Ended March 31,								Nine Months Ended December 31, 2014
						2013				2014
														(unaudited)
Statement of Operations Data:
Revenues		$	—			$	—			$	—			$	—
Operating expenses
Research and development			24				258				1,382				1,924
Selling, general and administrative			4				265				1,736				3,226
Total operating expenses		$	28			$	523			$	3,118			$	5,150
Other income
Interest income			—				—				—				13
Net loss		$	(28	)		$	(523	)		$	(3,118	)		$	(5,137	)
Net loss per share
Basic and diluted		$	(0.01	)		$	(0.26	)		$	(1.53	)		$	(1.07	)
Weighted average number of common shares outstanding
Basic and diluted			2,000,000				2,000,000				2,036,301				4,806,735
Balance Sheet Data (at period end):
Cash		$	—			$	96			$	15,571			$	11,570
Working capital (deficit)			—				(1	)			14,627				11,194
Total assets			—				148				15,576				11,874
Total liabilities			—				101				947				575
Total stockholders’ equity			—				47				14,629				11,299

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SELECTED HISTORICAL FINANCIAL INFORMATION OF PULMATRIX

The following table sets forth selected historical financial information of Pulmatrix for each of the years presented (in thousands, except share and per share data). The selected financial information presented for each of the years ended December 31, 2013 and 2014 has been derived from Pulmatrix’s audited financial statements and related notes included elsewhere in this joint proxy and consent solicitation statement/prospectus.

The following table should be read together with “INFORMATION ABOUT PULMATRIX —  Pulmatrix’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 246 of this joint proxy and consent solicitation statement/prospectus and Pulmatrix’s audited financial statements for the years ended December 31, 2013 and 2014 and related notes beginning on page F-1 of this joint proxy and consent solicitation statement/prospectus.

Pulmatrix’s historical results are not necessarily indicative of results to be expected in any future period.

		Year Ended December 31,
		2013				2014
Statement of Operations Data:
Revenues		$	653			$	352
Operating expenses
Research and development			8,564				6,590
General and administrative			3,151				2,838
Total operating expenses			11,715				9,428
Loss from operations			(11,062	)			(9,076	)
Interest expense			(2,392	)			(15,276	)
Other income, net			145				208
Net loss		$	(13,309	)		$	(24,144	)
Net loss per share attributable to common stockholders, basic and diluted		$	(4.67	)		$	(2.05	)
Shares used to compute basic and diluted net loss per share attributable to common stockholders			2,861,316				3,154,029
Balance Sheet and other Data (at period end):
Cash		$	1,425			$	451
Working capital (deficit) (1)			(29,055	)			(42,632	)
Total assets			2,482				1,551
Total liabilities			32,388				44,772
Redeemable convertible preferred stock			44,934				35,573
Total stockholders’ deficit			(74,840	)			(78,794	)

(1)

We define working capital (deficit) as current assets less current liabilities.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following selected unaudited pro forma condensed combined financial data as of and for the nine months ended December 31, 2014, and for the year ended March 31, 2014 give effect to the proposed merger of Merger Sub with and into Pulmatrix, which will be accounted for as a “reverse merger” business combination under the acquisition method of accounting for with Pulmatrix treated as the accounting acquirer. Pulmatrix was determined to be the accounting acquirer based upon the terms of the merger and other factors, such as relative voting rights and the composition of the combined company’s board and senior management. The selected unaudited pro forma condensed combined financial data presented below is based on, and should be read in conjunction with, the historical financial statements of Ruthigen that appear elsewhere in this joint proxy and consent solicitation statement/prospectus, the unaudited pro forma condensed combined financial statements that appear elsewhere in this joint proxy and consent solicitation statement/prospectus, including the footnotes thereto, and the historical financial statements of Pulmatrix and Ruthigen that appear elsewhere in this joint proxy and consent solicitation statement/prospectus. See the sections entitled, “Where You Can Find More Information” and “Unaudited Pro Forma Condensed Combined Financial Statements,” for additional information.

The following selected unaudited pro forma condensed combined balance sheet data as of December 31, 2014 combines the historical condensed balance sheet of Pulmatrix as of December 31, 2014 and the historical unaudited condensed consolidated balance sheet of Ruthigen as of December 31, 2014, giving pro forma effect to the merger as if the merger had been completed on December 31, 2014. In addition, because Pulmatrix has a fiscal year end of December 31 and Ruthigen has a fiscal year end of March 31, the following selected unaudited pro forma condensed combined statements of operations data for the year ended March 31, 2014 and the nine months ended December 31, 2014 combine the historical condensed statement of operations data of Ruthigen for its fiscal year ended March 31, 2014 and the nine months ended December 31, 2014, respectively, and the historical condensed statements of operations data of Pulmatrix for its fiscal year ended December 31, 2013 and the nine months ended September 30, 2014, respectively, giving pro forma effect to the merger as if it had been completed on April 1, 2013.

The selected unaudited pro forma condensed combined financial data is presented for illustrative purposes only and is not necessarily indicative of the actual or future financial position or results of operations that would have been realized if the proposed merger had been completed as of the dates indicated in the unaudited pro forma condensed combined financial statements or that will be realized upon the consummation of the proposed merger.

Unaudited Pro Forma Condensed Combined Statements of Operations, Balance Sheet and Other Data:

		For the Nine Months Ended December 31, 2014				For the Year Ended March 31, 2014
		(in thousands, except per share amounts)
Statements of Operations Data
Total revenue		$	38			$	653
Loss from operations		$	(12,603	)		$	(15,098	)
Net loss		$	(12,590	)		$	(15,096	)
Net loss attributable to common stockholders		$	(12,590	)		$	(15,096	)
Net loss per share attributable to common stockholders, basic and diluted		$	(0.39	)		$	(0.47	)

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		As of December 31, 2014
		(in thousands)
Balance Sheet Data
Cash and cash equivalents		$	25,636
Working capital (1)		$	20,614
Total assets		$	36,685
Total liabilities		$	5,601
Accumulated deficit		$	(107,993	)
Total stockholders' equity		$	31,084

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The following unaudited pro forma per share information as of and for the nine months ended December 31, 2014 and as of and for the year ended March 31, 2014 reflects the merger and related transactions as if they had occurred on April 1, 2013. The information in the table is based on, and should be read together with, the historical financial statements of Ruthigen that appear elsewhere in this joint proxy and consent solicitation statement/prospectus, the unaudited pro forma condensed combined financial statements that appear elsewhere in this joint proxy and consent solicitation statement/prospectus, including the notes thereto, and the historical financial statements of Pulmatrix that appear elsewhere in this joint proxy and consent solicitation statement/prospectus. See the sections entitled, “Where You Can Find More Information” and “Unaudited Pro Forma Condensed Combined Financial Statements.”

Because Pulmatrix has a fiscal year end of December 31 and Ruthigen has a fiscal year end of March 31, the following unaudited pro forma per share data for the year ended March 31, 2014 and the nine months ended December 31, 2014 was calculated using the historical condensed combined statement of operations data of Ruthigen for its fiscal year ended March 31, 2014 and the nine months ended December 31, 2014, respectively, and the historical condensed combined statement of operations data of Pulmatrix for its fiscal year ended December 31, 2013 and the nine months ended September 30, 2014, respectively, giving pro forma effect to the merger as if it had been completed on April 1, 2013.

The unaudited pro forma per share data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial position or results of operations that would have been realized if the proposed merger had been completed as of the dates indicated or will be realized upon the completion of the proposed merger. Ruthigen and Pulmatrix have not declared or paid any dividends during the periods presented.

		As of and for the Year Ended March 31, 2014				As of and for the Nine Months Ended December 31, 2014
Pulmatrix:
Book value per share – historical		$	(24.89	)		$	(24.76	)
Basic and diluted net loss per share – historical		$	(4.67	)		$	(6.87	)
Ruthigen:
Book value per share – historical		$	3.15			$	2.35
Basic and diluted net loss per share – historical		$	(1.53	)		$	(1.07	)
Combined:
Book value per share – pro forma						$	0.87
Basic and diluted net loss per share – pro forma		$	(0.47	)		$	(0.39	)

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COMPARATIVE MARKET PRICE INFORMATION

Ruthigen common stock is listed on The NASDAQ Capital Market under the symbol “RTGN.” However, currently there is no established public trading market for Pulmatrix common stock. The following table sets forth the closing sale prices per share of Ruthigen common stock on March 12, 2015, the last full trading day immediately preceding the public announcement of the Merger Agreement, and on April 30, 2015, the latest practicable date prior to the date of this joint proxy and consent solicitation statement/prospectus.

		Ruthigen Common Stock				Pulmatrix Common Stock				Pulmatrix Equivalent Per Share (1)
March 12, 2015		$	3.80				N/A			$	0.56
April 30, 2015		$	3.35				N/A			$	0.50

(1)

The equivalent per share data for Pulmatrix has been determined by multiplying the market price of one share of Ruthigen common stock by the Exchange Ratio of 0.148187124066461.

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There is no assurance when or if the merger will be completed. Any delay in completing the merger may substantially reduce the benefits that Ruthigen and Pulmatrix expect to obtain from the merger.

Completion of the merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement. There can be no assurance that Ruthigen and Pulmatrix will be able to satisfy the closing conditions or that closing conditions beyond their control will be satisfied or waived. For a discussion of the conditions to the completion of the merger, see the section titled “THE MERGER AGREEMENT —  Conditions to Completion of the Merger” beginning on page 153 of this joint proxy and consent solicitation statement/prospectus. If the merger and the integration of the companies’ respective businesses are not completed within the expected timeframe, such delay may materially and adversely affect the synergies and other benefits that Ruthigen and Pulmatrix expect to achieve as a result of the merger and could result in additional transaction costs, loss of revenue or other effects associated with uncertainty about the merger.

Ruthigen and Pulmatrix can agree at any time to terminate the Merger Agreement, even if Pulmatrix stockholders have already adopted the Merger Agreement and thereby approved the merger and the other transactions contemplated by the Merger Agreement. Ruthigen and Pulmatrix can also terminate the Merger Agreement under other specified circumstances. See the section titled “THE MERGER AGREEMENT —  Termination of the Merger Agreement” beginning on page 155 of this joint proxy and consent solicitation statement/prospectus.

Because the lack of a public market for Pulmatrix’s outstanding shares makes it difficult to evaluate the fairness of the merger, Pulmatrix stockholders may receive consideration in the merger that is greater than or less than the fair market value of the Pulmatrix shares.

The outstanding capital stock of Pulmatrix is privately held and is not traded in any public market. The lack of a public market makes it extremely difficult to determine the fair market value of Pulmatrix shares. Since the percentage of Ruthigen’s common stock to be issued to Pulmatrix equity holders was determined based on negotiations between the parties, it is possible that the value of the Ruthigen common stock to be issued in connection with the merger will be greater than the fair market value of Pulmatrix shares. Alternatively, it is possible that the value of the shares of Ruthigen common stock to be issued in connection with the merger will be less than the fair market value of Pulmatrix shares.

Directors and officers of Ruthigen and Pulmatrix may have interests in the merger that are different from, or in addition to, those of Ruthigen stockholders and Pulmatrix stockholders generally that may influence them to support or approve the merger.

The officers and directors of Ruthigen and Pulmatrix may have interests in the merger that are different from, or are in addition to, those of Ruthigen stockholders and Pulmatrix stockholders generally. Effective upon the closing of the merger, Mr. Alimi and Mr. Harish will be employed by the combined company and receive compensation and other consideration as described in more detail in the section titled “THE MERGER — The Employment Agreements and the Lock-up Agreements” beginning on page 137 of this joint proxy and consent solicitation statement/prospectus. Seven current directors of Pulmatrix will be appointed as directors of Ruthigen after the completion of the merger and receive cash and equity compensation in consideration for such service as described in more detail in the section titled “MANAGEMENT OF THE COMBINED COMPANY” beginning on page 174 of this joint proxy and consent solicitation statement/prospectus. All of Pulmatrix’s executive officers are expected to continue to serve as executive officers of Ruthigen after the completion of the merger. Each outstanding stock option to acquire shares of Pulmatrix common stock held by executive officers and directors of Pulmatrix will be converted into an option to acquire shares of Ruthigen common stock. In addition, the directors and executive officers of Ruthigen and Pulmatrix also have certain rights to indemnification or to directors’ and officers’ liability insurance that will survive the completion of the merger. These interests may have influenced the directors and executive officers of Ruthigen and Pulmatrix to support or recommend the proposals presented to Ruthigen and Pulmatrix stockholders. See the sections entitled “THE MERGER — Interests of Ruthigen’s Directors and Executive Officers in the Merger” beginning on page 127 and “THE MERGER — Interests of Pulmatrix’s Directors and Executive Officers in the Merger” beginning on page 129 of this joint proxy and consent solicitation statement/prospectus.

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The announcement and pendency of the merger could have an adverse effect on Ruthigen’s or Pulmatrix’s business, financial condition, results of operations or business prospects.

The announcement and pendency of the merger could disrupt Ruthigen’s and/or Pulmatrix’s businesses in the following ways, among others:

Should they occur, any of these matters could adversely affect the businesses of, or harm the financial condition, results of operations or business prospects of, Ruthigen or Pulmatrix.

Covenants in the Merger Agreement place certain restrictions on each of Pulmatrix’s and Ruthigen’s conduct of business prior to the closing of the merger, including entering into a business combination with another party.

The Merger Agreement restricts each of Ruthigen and Pulmatrix from taking certain specified actions with respect to the conduct of its business without the other party’s consent while the merger is pending, including prohibition on soliciting, initiating, encouraging discussions or negotiations with or providing non-public information to any person concerning a merger reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving an acquisition of Ruthigen or Pulmatrix with a third party. These restrictions may prevent each of Ruthigen and Pulmatrix from pursuing otherwise attractive business opportunities or other capital structure alternatives and making other changes to its business or executing certain of its business strategies prior to the completion of the merger, which could be favorable to Ruthigen stockholders or Pulmatrix stockholders. See the section entitled “THE MERGER AGREEMENT — Covenants and Agreements — No Solicitation” beginning on page 151 of this joint proxy and consent solicitation statement/prospectus.

The rights of Pulmatrix stockholders who become Ruthigen stockholders in the merger will be governed by the Ruthigen Charter and the Ruthigen Bylaws, as amended.

Upon the consummation of the merger, outstanding shares of Pulmatrix common stock will be converted into the right to receive shares of Ruthigen common stock. Pulmatrix stockholders who receive shares of Ruthigen common stock in the merger will become Ruthigen stockholders. As a result, Pulmatrix stockholders who become stockholders in Ruthigen will be governed by Ruthigen’s organizational documents and bylaws, each as amended to reflect the declassification of Ruthigen’s board of directors, rather than being governed by Pulmatrix’s organizational documents and bylaws. See the section titled “COMPARISON OF RIGHTS OF RUTHIGEN STOCKHOLDERS AND PULMATRIX STOCKHOLDERS” beginning on page 260 of this joint proxy and consent solicitation statement/prospectus.

The issuance of Ruthigen common stock in connection with the merger could decrease the market price of Ruthigen common stock.

In connection with the merger and as part of the merger consideration, Ruthigen will issue shares of Ruthigen common stock to Pulmatrix equity holders. The issuance of Ruthigen common stock in the merger may result in fluctuations in the market price of Ruthigen common stock, including a stock price decrease.

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If the merger does not qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, or is otherwise taxable to U.S. Pulmatrix equity holders, then such holders may be required to pay substantial U.S. federal income taxes.

For U.S. federal income tax purposes, the merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Code. If the Internal Revenue Services (the “IRS”) or a court determines that the merger should not be treated as a reorganization, a holder of Pulmatrix common stock and warrants would recognize taxable gain or loss upon the exchange of Pulmatrix common stock and warrants for Ruthigen common stock and warrants pursuant to the Merger Agreement. See section titled “THE MERGER — U.S. Federal Income Tax Considerations” beginning on page 125 of this joint proxy and consent solicitation statement/prospectus.

Ruthigen is expected to incur substantial expenses related to the merger and the integration of Pulmatrix.

Ruthigen is expected to incur substantial expenses in connection with the merger and integration of Pulmatrix, as well as operating as a public company. Ruthigen may incur additional costs to maintain employee morale and to retain key employees and will incur significant fees and expenses relating to legal, accounting, financial advisory and other transaction fees and costs associated with the merger. Specifically, based on estimates as of December 31, 2014, Ruthigen expects to incur approximately $3.6 million of transaction costs related to the merger, including $2.4 million payable in cash and $1.2 million payable in stock. Additionally, there are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated, including purchasing, accounting and finance, sales, billing, payroll, manufacturing, marketing and employee benefits, and Ruthigen may incur after-tax integration and restructuring costs and other costs incurred to execute the transaction following completion of the merger in 2015.

Failure to complete the merger could negatively affect the value of Ruthigen common stock and the future business and financial results of both Ruthigen and Pulmatrix.

If the merger is not completed, the ongoing businesses of Ruthigen and Pulmatrix could be adversely affected and each of Ruthigen and Pulmatrix will be subject to a variety of risks associated with the failure to complete the mergers, including without limitation the following:

If the merger is not completed, these risks could materially affect the market price of Ruthigen common stock and the business and financial results of both Ruthigen and Pulmatrix.

The Merger Agreement does not require Ruthigen’s financial advisor to update its opinion prior to the closing of the merger to reflect any changes in circumstances between the date of the signing of the Merger Agreement and the completion of the merger as a condition to closing the merger.

The Ruthigen board of directors received an opinion from its financial advisor as to the fairness of the merger consideration from a financial point of view to Ruthigen as of the date of such opinion, and such opinion was one of many factors considered by the Ruthigen board of directors in approving the merger. Subsequent changes in the operation and prospects of Ruthigen or Pulmatrix, general market and economic conditions and other factors that may be beyond the control of Ruthigen or Pulmatrix, may significantly alter the value of Ruthigen or Pulmatrix or the prices of the shares of Ruthigen common stock by the time the merger is to be completed. The opinion does not address the fairness of the merger consideration from a financial point of view to Ruthigen at the time the merger is to be completed, or as of any other date other than the date of such opinion, and the Merger Agreement does not require that the opinion be updated, revised or reaffirmed prior to the closing of the merger to reflect any changes in circumstances between the date of the signing of the Merger Agreement and the completion of the merger as a condition to closing the merger.

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The merger may be completed even though material adverse changes may result from the announcement of the merger, industry-wide changes or other causes.

In general, either party can refuse to complete the merger if there is a material adverse change (as defined in the Merger Agreement) affecting the other party between March 13, 2015, the date of the Merger Agreement, and the closing of the merger. However, some types of changes do not permit either party to refuse to complete the merger, even if such changes would have a material adverse effect on Ruthigen or Pulmatrix. If adverse changes occur but Ruthigen and Pulmatrix must still complete the merger, the market price of Ruthigen common stock may suffer. For a more complete discussion of what constitutes a material adverse effect on Ruthigen or Pulmatrix under the Merger Agreement, see the section titled “THE MERGER AGREEMENT — Representations and Warranties” beginning on page 148 of this joint proxy and consent solicitation statement/prospectus.

Risks Related to the Combined Company Following the Merger

Although Pulmatrix and Ruthigen expect that the merger will result in benefits to the combined company, the combined company may not realize those benefits because of various challenges.

Ruthigen and Pulmatrix may not be able to fully realize the anticipated benefits of the merger. Pulmatrix and Ruthigen believe that the merger will result in greater returns for the Ruthigen and Pulmatrix stockholders than if each company remained as a standalone entity. However, the integration of a new company is a complex, costly and time-consuming process. This process may disrupt the business of either or both of the companies, and may not result in the full benefits expected by Pulmatrix and Ruthigen.

Delays in the integration process could adversely affect the combined company’s business, financial results, financial condition, and stock price following the merger.

There can be no assurance that the combination of Pulmatrix and Ruthigen will result in the realization of the anticipated benefits from the merger.

The market price of the combined company’s common stock after the merger may be subject to significant fluctuations and volatility, and the stockholders of the company may be unable to resell their shares at a profit and incur losses.

There has not been a public market for the combined company’s common stock. The market price of the combined company’s common stock could be subject to significant fluctuation following the merger. The business of Ruthigen differs from that of Pulmatrix in important respects and, accordingly, the results of operations of the combined company and the market price of the combined company common stock following the merger may be affected by factors different from those currently affecting the independent results of operations of Ruthigen. Market prices for securities of early-stage pharmaceutical, medical device, biotechnology and other life science companies have historically been particularly volatile. Some of the factors that may cause the market price of the combined company’s common stock to fluctuate include:

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If the merger is consummated, the business operations, strategies and focus of Ruthigen will fundamentally change, and these changes may not result in an improvement in the value of its common stock.

Pending the consummation of the merger, the Merger Agreement permits Ruthigen to scale down its operations as it deems necessary and requires Ruthigen to scale back patient enrollment in its clinical trial of RUT58-60, its primary drug candidate, and it is currently anticipated that the combined company would focus its resources on the development of products within the scope of Pulmatrix’s current business plan. As a result, following the merger, the combined company may seek to sell or assign its rights related to Ruthigen’s current drug candidates, including RUT58-60. If completed, any such sale or assignment may be at a substantial discount, the consideration received may not accurately represent the value of the assets sold or assigned and the stockholders of Ruthigen and Pulmatrix may not participate in the future prospects of such drug candidates.

Following the merger, it is expected that the combined company’s primary products will be PUR1900, Pulmatrix’s lead anti-infective product candidate, PUR0200, Pulmatrix’s bronchodilator therapy candidate and Pulmatrix’s other iSPERSE-based product candidates. Consequently, if the merger is consummated, an investment in Ruthigen’s common stock will primarily represent an investment in the business operations, strategies and focus of Pulmatrix. All of Pulmatrix’s product candidates are still under development and may never be approved for sale or successfully commercialized. The failure to successfully commercialize one or more of Pulmatrix’s current product candidates will significantly diminish the anticipated benefits of the merger and have a material adverse effect on the business of the combined company. We cannot assure you that Ruthigen’s business operations, strategies or focus will be successful following the merger, and the merger could depress the value of Ruthigen’s common stock.

The unaudited pro forma combined financial statements are presented for illustrative purposes only, and future results of the combined company may differ materially from the unaudited pro forma financial statements presented in this joint proxy and consent solicitation statement/prospectus.

The unaudited pro forma combined financial statements contained in this joint proxy and consent solicitation statement/prospectus are presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the completion of the merger for several reasons. The unaudited pro forma combined financial statements have been derived from the

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historical financial statements of Ruthigen and Pulmatrix and adjustments and assumptions have been made regarding the combined company after giving effect to the merger. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy. Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred by the combined company in connection with the merger. For example, the impact of any incremental costs incurred in integrating Ruthigen and Pulmatrix are not reflected in the pro forma financial statements. As a result, the actual financial condition and results of operations of the combined company following the completion of the merger may not be consistent with, or evident from, these pro forma financial statements. The assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the merger. Any decline or potential decline in the combined company’s financial condition or results of operations may cause significant variations in the market price of Ruthigen common stock.

Ruthigen may issue additional equity securities in the future, which may result in dilution to existing investors.

To the extent Ruthigen raises additional capital by issuing equity securities, including in a debt financing where Ruthigen issues convertible notes or notes with warrants and any shares of Ruthigen’s common stock to be issued in the Ruthigen private placement, Ruthigen’s stockholders may experience substantial dilution. Ruthigen may, from time to time, sell additional equity securities in one or more transactions at prices and in a manner it determines. If Ruthigen sells additional equity securities, existing stockholders may be materially diluted. In addition, new investors could gain rights superior to existing stockholders, such as liquidation and other preferences. In addition, the number of shares available for future grant under Ruthigen’s equity compensation plans may be increased in the future. In addition, the exercise or conversion of outstanding options or warrants to purchase shares of capital stock may result in dilution to Ruthigen’s stockholders upon any such exercise or conversion.

All of Ruthigen’s outstanding shares of common stock are, and any shares of Ruthigen common stock that are issued in the merger will be, freely tradable without restrictions or further registration under the Securities Act of 1933, as amended (the “Securities Act”) except for the restricted stock units that will be issued to certain employees and consultants, shares of Ruthigen common stock issued to certain advisors, and any shares held by affiliates, as defined in Rule 144 under the Securities Act. Rule 144 defines an affiliate as a person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Ruthigen and would include persons such as Ruthigen’s directors and executive officers.

There are risks associated with the proposed reverse stock split, including that the reverse stock split may not result in a proportionate increase in the per share price of the combined company’s common stock.

If the Reverse Stock Split Proposal is approved, the combined company anticipates effecting a reverse stock split with a ratio between 1-for-2.5 and 1-for-4 immediately following the merger. The combined company cannot predict whether or to what extent the reverse stock split will proportionately increase the market price of its common stock. The market price of the combined company’s common stock will be based on the combined company’s performance and other factors, including broader market conditions, which are unrelated to the number of shares of the combined company’s common stock outstanding.

The reverse stock split would have the effect of increasing the amount of common stock that the combined company is authorized to issue without further approval by the combined company’s stockholders.

As a result of the reverse stock split, and after giving effect to the merger, the combined company expects that it will have between approximately 14,055,300 million shares and 8,784,563 million shares of common stock outstanding, compared to approximately 4,800,000 shares of Ruthigen common stock outstanding as of April 20, 2015. The Ruthigen Charter currently authorizes Ruthigen to issue 100,000,000 shares of common stock and the combined company does not anticipate reducing this amount in connection with the reverse stock split. As a result, it is anticipated that the reverse stock split will give the combined company the ability to issue between approximately 21,082,950 and 26,353,688 additional shares of common stock, including shares that may be issued pursuant to awards that have been granted. Except in certain instances, as required by law or by the rules of the securities exchange that lists the combined company’s

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common stock, these additional shares may be issued by the combined company without further vote of the combined company’s stockholders. If the combined company’s board of directors chooses to issue additional shares of the combined company’s common stock, such issuance could have a dilutive effect on the equity, earnings and voting interests of the combined company’s stockholders.

The concentration of the capital stock ownership with insiders of the combined company after the merger will likely limit the ability of the stockholders of the combined company to influence corporate matters.

Following the merger, the executive officers, directors, five percent or greater stockholders, and their respective affiliated entities of the combined company will in the aggregate beneficially own approximately 57.0% of the combined company’s outstanding common stock. As a result, these stockholders, acting together, have control over matters that require approval by the combined company’s stockholders, including the election of directors and approval of significant corporate transactions. Corporate actions might be taken even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a corporate transaction that other stockholders may view as beneficial.

If securities analysts do not publish research or reports about the business of the combined company, or if they publish negative evaluations, the price of the combined company’s common stock could decline.

The trading market for the combined company’s common stock will rely in part on the availability of research and reports that third-party industry or financial analysts publish about the combined company. There are many large, publicly traded companies active in the biopharmaceutical industry, which may mean it will be less likely that the combined company receives widespread analyst coverage. Furthermore, if one or more of the analysts who do cover the combined company downgrade its stock, its stock price would likely decline. If one or more of these analysts cease coverage of the combined company, the combined company could lose visibility in the market, which in turn could cause its stock price to decline.

The combined company may not be able to adequately protect or enforce its intellectual property rights, which could harm its competitive position.

The combined company’s success and future revenue growth will depend, in part, on its ability to protect its intellectual property. The combined company will primarily rely on patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other methods, to protect its proprietary technologies and processes. It is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose proprietary technologies and processes, despite efforts by the combined company to protect its proprietary technologies and processes. While the combined company will hold a significant number of patents, there can be no assurances that any additional patents will be issued. Even if new patents are issued, the claims allowed may not be sufficiently broad to protect the combined company’s technology. In addition, any of Ruthigen’s or Pulmatrix’s existing patents, and any future patents issued to the combined company, may be challenged, invalidated or circumvented. As such, any rights granted under these patents may not provide the combined company with meaningful protection. Ruthigen and Pulmatrix may not have, and in the future the combined company may not have, foreign patents or pending applications corresponding to its U.S. patents and applications. Even if foreign patents are granted, effective enforcement in foreign countries may not be available. If the combined company’s patents do not adequately protect its technology, competitors may be able to offer products similar to the combined company’s products. The combined company’s competitors may also be able to develop similar technology independently or design around its patents.

The combined company may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002 that will be applicable to the combined company after the merger.

Pulmatrix is not currently subject to Section 404 of the Sarbanes-Oxley Act of 2002. However, following the merger, the combined company will be subject to Section 404 of the Sarbanes-Oxley Act of 2002. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act of 2002 are significantly more stringent than those required of Pulmatrix as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to Ruthigen after the

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merger. If management is not able to implement the additional requirements of Section 404 of the Sarbanes-Oxley Act of 2002 in a timely manner or with adequate compliance, it may not be able to assess whether its internal control over financial reporting is effective, which may subject the combined company to adverse regulatory consequences and could harm investor confidence and the market price of the combined company’s common stock.

Subsequent to the consummation of the merger, the combined company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although Ruthigen and Pulmatrix have conducted due diligence on each other, there can be no assurances that their diligence revealed all material issues that may be present in the other company’s business, that all material issues through a customary amount of due diligence will be uncovered, or that factors outside of Ruthigen’s and Pulmatrix’s control will not later arise. As a result, the combined company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with each company’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on liquidity, the fact that the combined company reports charges of this nature could contribute to negative market perceptions about Ruthigen’s or its securities. In addition, charges of this nature may make future financing difficult to obtain on favorable terms or at all.

Anti-takeover provisions under Delaware corporate law may make it difficult for the combined company stockholders to replace or remove Ruthigen’s board of directors and could deter or delay third parties from acquiring the combined company, which may be beneficial to the stockholders of the combined company.

The combined company will be subject to the anti-takeover provisions of Delaware law, including Section 203. Under these provisions, if anyone becomes an “interested stockholder,” the combined company may not enter into a “business combination” with that person for three (3) years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change of control. For purposes of Section 203 of the DGCL, “interested stockholder” means, generally, someone owning fifteen percent (15%) or more of the combined company’s outstanding voting stock or an affiliate of the combined company that owned fifteen percent (15%) or more of the combined company’s outstanding voting stock during the past three (3) years, subject to certain exceptions as described in Section 203 of the DGCL.

In the event that the combined company fails to satisfy any of the listing requirements of The NASDAQ Capital Market, its common stock may be delisted, which could affect its market price and liquidity.

Following the merger, the combined company’s common stock is expected to be listed on The NASDAQ Capital Market. For continued listing on The NASDAQ Capital Market, the combined company will be required to comply with the continued listing requirements, including the minimum market capitalization standard, the corporate governance requirements and the minimum closing bid price requirement, among other requirements. In the event that the combined company fails to satisfy any of the listing requirements of The NASDAQ Capital Market, its common stock may be delisted. If the combined company is unable to list on The NASDAQ Stock Market, it would likely be more difficult to trade in or obtain accurate quotations as to the market price of the combined company’s common stock. If the combined company’s securities are delisted from trading on The NASDAQ Stock Market, and the combined company is not able to list its securities on another exchange or to have them quoted on NASDAQ, the combined company’s securities could be quoted on the OTC Bulletin Board or on the “pink sheets.” As a result, the combined company could face significant adverse consequences including:

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Risks Related to the Business of Pulmatrix

Pulmatrix is a clinical development stage biotechnology company and has never been profitable. Pulmatrix expects to incur additional losses in the future and may never be profitable.

Pulmatrix is a clinical development stage biotechnology company. Pulmatrix has not commercialized any product candidates or recognized any revenues from product sales. All of Pulmatrix’s product candidates are still in the preclinical or clinical development stage, and none has been approved for marketing or is being marketed or commercialized. Pulmatrix’s product candidates will require significant additional development, clinical studies, regulatory clearances and additional investment before they can be commercialized. Pulmatrix cannot be certain when or if any of its product candidates will obtain the required regulatory approval.

Pulmatrix has never been profitable or generated positive cash flow from operation. Pulmatrix has incurred losses since inception, principally as a result of research and development and general administrative expenses in support of its operations. Pulmatrix experienced net losses of approximately $24.1 million in 2014 and $13.3 million in 2013. As of December 31, 2014, Pulmatrix had an accumulated deficit of approximately $101.9 million. Pulmatrix may incur significant additional losses as it continues to focus its resources on prioritizing, selecting and advancing its product candidates. Pulmatrix’s ability to generate revenue and achieve profitability depends mainly upon its ability, alone or with others, to successfully develop its product candidates, obtain the required regulatory approvals in various territories and commercialize its product candidates. Pulmatrix may be unable to achieve any or all of these goals with regard to its product candidates. As a result, Pulmatrix may never be profitable or achieve significant and/or sustained revenues.

All of Pulmatrix’s product candidates are still under development, and there can be no assurance of successful commercialization of any of Pulmatrix’s products.

In general, Pulmatrix’s research and development programs are in development stages. There can be no assurances that one or more of Pulmatrix’s future product candidates will not fail to meet safety and efficacy standards in human testing, even if those product candidates are found to be effective in animal studies. To develop and commercialize inhaled therapeutic treatment for chronic obstructive pulmonary disease and cystic fibrosis and other iSPERSE-based product candidates, Pulmatrix must provide the U.S. Food and Drug Administration, or FDA, and foreign regulatory authorities with human clinical and non-clinical animal data that demonstrate adequate safety and effectiveness. To generate these data, Pulmatrix will have to subject its product candidates to significant additional research and development efforts, including extensive non-clinical studies and clinical testing. Pulmatrix’s approach to drug discovery may not be effective or may not result in the development of any drug. Currently Pulmatrix’s development efforts are primarily focused on its lead anti-infective product candidate, PUR1900, and a bronchodilator therapy for chronic obstructive pulmonary disease, PUR0200. Even if PUR1900 or other Pulmatrix’s product candidates are successful when tested in animals, such success would not be a guarantee of the safety or effectiveness of such product candidates in humans. It can take several years for a product to be approved and Pulmatrix may not be successful in bringing any therapeutic candidates to the market. A new drug may appear promising at an early stage of development or after clinical trials and never reach the market, or it may reach the market and not sell, for a variety of reasons. The drug may:

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If Pulmatrix’s delivery platform technologies or product development efforts fail to generate product candidates that lead to the successful development and commercialization of products, Pulmatrix’s business and financial condition will be materially adversely affected.

Drug development is a long, expensive and inherently uncertain process with a high risk of failure at every stage of development, and results of earlier studies and trials may not be predictive of future trial results.

Pulmatrix has a number of proprietary drug candidates in research and development ranging from the early discovery research phase through preclinical testing and clinical trials. Preclinical testing and clinical trials are long, expensive and highly uncertain processes. It will take Pulmatrix several years to complete clinical trials. The start or end of a clinical trial is often delayed or halted due to changing regulatory requirements, manufacturing challenges, required clinical trial administrative actions, slower than anticipated patient enrollment, changing standards of care, availability or prevalence of use of a comparator drug or required prior therapy, clinical outcomes, or Pulmatrix’s and its partners’ financial constraints.

Drug development is a highly uncertain scientific and medical endeavor, and failure can unexpectedly occur at any stage of preclinical and clinical development. Typically, there is a high rate of attrition for drug candidates in preclinical and clinical trials due to scientific feasibility, safety, efficacy, changing standards of medical care and other variables. The risk of failure increases for Pulmatrix’s drug candidates that are based on new technologies, such as the application of its dry powder delivery platform, iSPERSE, including PUR1900, PUR2000, PUR0200, PUR0400, PUR1500 and other iSPERSE-based drug candidates currently in discovery research or preclinical development. The failure of one or more of Pulmatrix’s iSPERSE-based drug candidates could have a material adverse effect on Pulmatrix’s business, financial condition and results of operations.

In addition, the results of preclinical studies and clinical trials of previously published iSPERSE-based products may not necessarily be indicative of the results of its future clinical trials. The design of Pulmatrix’s clinical trials is based on many assumptions about the expected effects of inhaled drugs used historically in the industry and if those assumptions are incorrect, the trials may not produce statistically significant results. Preliminary results may not be confirmed upon full analysis of the detailed results of an early clinical trial. Product candidates in later stages of clinical trials may fail to show safety and efficacy sufficient to support intended use claims despite having progressed through initial clinical trials. The data collected from clinical trials of its product candidates may not be sufficient to obtain regulatory approval in the United States or elsewhere. Because of the uncertainties associated with drug development and regulatory approval, Pulmatrix cannot determine if, or when, Pulmatrix may have an approved product for commercialization or whether Pulmatrix will ever achieve sales or profits of its product candidates it may pursue in the future.

Pulmatrix may not be able to attract, retain, or manage highly qualified personnel, which could adversely impact its business.

Pulmatrix’s future success and ability to compete in the biotechnology industry is substantially dependent on its ability to identify, attract, and retain highly qualified key managerial, scientific, medical, and operations personnel. The market for key employees in the pharmaceutical and biotechnology industries can be competitive. The loss of the services of any of Pulmatrix’s principal members of management or key employees without an adequate replacement or its inability to hire new employees as needed could delay its product development efforts, harm its ability to sell its products or otherwise negatively impact its business.

The scientific, research and development personnel upon which Pulmatrix relies to operate its business have expertise in certain aspects of drug development and clinical development, and it may be difficult to retain or replace these individuals. Pulmatrix conducts its operations at its facilities in Lexington, Massachusetts, within the greater Boston area, and this region is headquarters to many other biotechnology, pharmaceutical, and medical technology companies, as well as many academic and research institutions, and, therefore, Pulmatrix faces increased competition for technical and managerial personnel in this region.

In addition, Pulmatrix has scientific, medical and clinical advisors who assist Pulmatrix in designing and formulating its products and with development and clinical strategies. These advisors are not its employees and may have commitments to, or consulting or advisory contracts with, other entities that may limit their

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availability to Pulmatrix, or may have arrangements with other companies to assist in the development of products that may compete with Pulmatrix’s.

Despite Pulmatrix’s efforts to retain valuable employees, members of its management and scientific and development teams may terminate their employment with Pulmatrix at any time. Although Pulmatrix has written employment offer letter agreements with its executive officers, these employment agreements provide for at-will employment, which means that Pulmatrix’s executive officers can leave their employment at any time, for any reason, with or without cause and with or without notice. The loss of the services of any of Pulmatrix’s executive officers or its other key employees and its inability to find suitable replacements could potentially harm its business, financial condition and prospects. Pulmatrix does not maintain “key man” insurance policies on the lives of these individuals or the lives of any of its other employees.

Pulmatrix faces substantial competition in the development of its product candidates and may not be able to compete successfully, and its product candidates may be rendered obsolete by rapid technological change.

The pharmaceutical and biotechnology industry is highly competitive, and Pulmatrix faces significant competition from many pharmaceutical, biopharmaceutical and biotechnology companies that are researching and marketing products designed to address the indications for which Pulmatrix is currently developing therapeutic candidates or for which it may develop product candidates in the future.

Many of Pulmatrix’s existing or potential competitors have, or have access to, substantially greater financial, research and development, production, and sales and marketing resources than Pulmatrix does and have a greater depth and number of experienced managers. As a result, its competitors may be better equipped than Pulmatrix to develop, manufacture, market and sell competing products. In addition, gaining favorable reimbursement is critical to the success of Pulmatrix’s product candidates. Pulmatrix is aware of many established pharmaceutical companies in the United States and/or Europe that have or are developing technologies for inhaled drug delivery for the prevention and treatment of respiratory diseases, including Savara Pharmaceuticals, Cardeas Pharma Corp., SkyePharma PLC and Respira Therapeutics Inc., which Pulmatrix considers its potential competitors in this regard. If Pulmatrix is unable to compete successfully with these and other potential future competitors, it may be unable to grow or generate revenue.

The rapid rate of scientific discoveries and technological changes could result in one or more of Pulmatrix’s product candidates becoming obsolete or noncompetitive. Pulmatrix’s competitors may develop or introduce new products that render its iSPERSE delivery technology and other product candidates less competitive, uneconomical or obsolete. Some of these technologies may have an entirely different approach or means of accomplishing similar therapeutic effects compared to Pulmatrix’s drug candidates. Pulmatrix’s future success will depend not only on its ability to develop its product candidates but to improve them and keep pace with emerging industry developments. Pulmatrix cannot assure you that it will be able to do so.

Pulmatrix also expects to face increasing competition from universities and other non-profit research organizations. These institutions carry out a significant amount of research and development in the areas of respiratory diseases. These institutions are becoming increasingly aware of the commercial value of their findings and are more active in seeking patent and other proprietary rights as well as licensing revenues.

The potential widespread acceptance of therapeutics that are alternatives to Pulmatrix’s may limit market acceptance of Pulmatrix’s product candidates, even if commercialized. Respiratory diseases, including Pulmatrix’s targeted diseases and conditions, can also be treated by other medication or drug delivery technologies. These treatments may be widely accepted in medical communities and have a longer history of use. The established use of these competitive drugs may limit the potential for Pulmatrix’s product candidates to receive widespread acceptance if commercialized.

If the third parties on which Pulmatrix relies to conduct its clinical trials and to assist Pulmatrix with pre-clinical development do not perform as contractually required or expected, Pulmatrix may not be able to obtain regulatory clearance or approval for or commercialize its products.

Pulmatrix does not have the ability to independently conduct its pre-clinical and clinical trials for its products and Pulmatrix must rely on third parties, such as contract research organizations, medical institutions, clinical investigators and contract laboratories to conduct such trials. If these third parties do not successfully

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carry out their contractual duties or regulatory obligations or meet expected deadlines, if these third parties need to be replaced, or if the quality or accuracy of the data they obtain is compromised due to the failure to adhere to Pulmatrix’s clinical protocols or regulatory requirements or for other reasons, Pulmatrix’s pre-clinical development activities or clinical trials may be extended, delayed, suspended or terminated, and Pulmatrix may not be able to obtain regulatory approval for, or successfully commercialize, Pulmatrix’s products on a timely basis, if at all, and Pulmatrix’s business, operating results and prospects may be adversely affected. Furthermore, Pulmatrix’s third-party clinical trial investigators may be delayed in conducting Pulmatrix’s clinical trials for reasons outside of their control.

If third parties do not manufacture Pulmatrix’s therapeutic candidates in sufficient quantities, in the required timeframe, and at an acceptable cost, clinical development and commercialization of Pulmatrix’s therapeutic candidates would be delayed.

Pulmatrix does not currently own or operate manufacturing facilities, and Pulmatrix relies, and expects to continue to rely, on third parties to manufacture clinical and commercial quantities of its therapeutic candidates. Pulmatrix’s reliance on third parties includes Pulmatrix’s reliance on them for quality assurance related to regulatory compliance. Pulmatrix’s current and anticipated future reliance upon others for the manufacture of Pulmatrix’s therapeutic candidates may adversely affect Pulmatrix’s future profit margins, if any, and Pulmatrix’s ability to develop therapeutic candidates and commercialize any therapeutic candidates on a timely and competitive basis.

Pulmatrix may not be able to maintain its existing or future third party manufacturing arrangements on acceptable terms, if at all. If for some reason Pulmatrix’s manufacturers do not perform as agreed or expected, Pulmatrix may be required to replace them. Although Pulmatrix does not believe that it is substantially dependent upon its existing manufacturing agreements because it believes that they could be replaced with agreements with other third party manufacturers, Pulmatrix may incur added costs and delays in identifying, engaging, qualifying and training any such replacements.

Pulmatrix relies on third party contract vendors to manufacture and supply Pulmatrix with high quality active pharmaceutical ingredients in the quantities it requires on a timely basis.

Pulmatrix currently does not manufacture any active pharmaceutical ingredients (“APIs”). Instead, Pulmatrix relies on third-party vendors for the manufacture and supply of its APIs that are used to formulate its therapeutic candidates. While there are many potential API suppliers in the market, if these suppliers are incapable or unwilling to meet Pulmatrix’s current or future needs at Pulmatrix’s standards or on acceptable terms, if at all, and Pulmatrix may be unable to locate alternative suppliers or produce necessary materials or components on its own.

While there may be several alternative suppliers of API in the market, changing API suppliers or finding and qualifying new API suppliers can be costly and take a significant amount of time. Many APIs require significant lead time to manufacture. There can also be challenges in maintaining similar quality or technical standards from one manufacturing batch to the next. For PUR0200, Pulmatrix places purchase orders with a single supplier to supply the API, and Pulmatrix could experience a delay in conducting clinical trials of PUR0200 or obtaining regulatory approval for PUR0200 and incur additional costs .

If Pulmatrix is not able to find stable, affordable, high quality, or reliable supplies of the APIs, Pulmatrix may not be able to produce enough supplies of its therapeutic candidates, which could adversely affect Pulmatrix’s business, financial condition or results of operations.

Pulmatrix Risks Related to Regulatory Matters

Pulmatrix’s product candidates must undergo rigorous nonclinical and clinical testing, and Pulmatrix must obtain regulatory approvals, which could be costly and time-consuming and subject Pulmatrix to unanticipated delays or prevent it from marketing any products. Pulmatrix cannot be certain that any of its current and future product candidates will receive regulatory approval, and without regulatory approval Pulmatrix will not be able to market its product candidates.

Pulmatrix’s ability to generate revenue related to product sales, if ever, will depend on the successful development and regulatory approval of its product candidates. Pulmatrix currently has no products approved for sale, and Pulmatrix cannot guarantee that it will ever have marketable products.

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The development of a product candidate and issues relating to its approval and marketing are subject to extensive regulation, including regulation for safety, efficacy and quality, by the FDA in the United States and comparable regulatory authorities in other countries, with regulations differing from country to country. The FDA regulations and the regulations of comparable foreign regulatory authorities are wide-ranging and govern, among other things:

Clinical testing can be costly and take many years, and the outcome is uncertain and susceptible to varying interpretations. Pulmatrix cannot predict whether its future trials and studies will adequately demonstrate the safety and efficacy of any of its product candidates or whether regulators will agree with its conclusions regarding the preclinical studies and clinical trials it has conducted to date, including the Phase I clinical trials for PUR0200. The clinical trials of Pulmatrix’s product candidates may not be completed on schedule, the FDA or foreign regulatory agencies may order Pulmatrix to stop or modify its research, or these agencies may not ultimately approve any of its product candidates for commercial sale. The data collected from Pulmatrix’s clinical trials may not be sufficient to support regulatory approval of its various product candidates. Even if Pulmatrix believes the data collected from its clinical trials are sufficient, the FDA has substantial discretion in the approval process and may disagree with Pulmatrix’s interpretation of the data.

Pulmatrix is not permitted to market its product candidates in the United States until it receives approval of a New Drug Application from the FDA. Obtaining approval of a New Drug Application is a lengthy, expensive and uncertain process, and Pulmatrix may not be successful in obtaining approval. The FDA review processes can take years to complete and approval is never guaranteed. Pulmatrix cannot be certain that any submissions by Pulmatrix will be accepted for filing and review by the FDA.

The requirements governing the conduct of clinical trials and manufacturing and marketing of Pulmatrix’s product candidates outside the United States vary widely from country to country. Foreign approvals may take longer to obtain than FDA approvals and can require, among other things, additional testing and different clinical trial designs. Foreign regulatory approval processes include essentially all of the risks associated with the FDA approval processes. Some of those agencies also must approve prices of the products. Approval of a product by the FDA does not ensure approval of the same product by the health authorities of other countries, or vice versa. In addition, changes in regulatory policy in the United States or in foreign countries for product approval during the period of product development and regulatory agency review of each submitted new application may cause delays or rejections.

If Pulmatrix is unable to obtain approval from the FDA or other regulatory agencies for its product candidates, or if, subsequent to approval, it is unable to successfully market and commercialize its product candidates, it will not be able to generate sufficient revenue to become profitable.

Pulmatrix has only limited experience in filing and pursuing applications necessary to gain regulatory approvals, which may impede its ability to obtain timely approvals from the FDA or foreign regulatory agencies, if at all.

Pulmatrix has no experience as a company in late-stage regulatory filings, such as preparing and submitting New Drug Applications, which may place Pulmatrix at risk of delays, overspending and human resources inefficiencies. Any delay in obtaining, or inability to obtain, regulatory approval could harm Pulmatrix’s business.

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Any failure by Pulmatrix to comply with existing regulations could harm its reputation and operating results.

Pulmatrix will be subject to extensive regulation by U.S. federal and state and foreign governments in each of the markets where it intends to sell its product candidates if and after it is approved. If Pulmatrix fails to comply with applicable regulations, including FDA pre-or post-approval cGMP requirements, then the FDA or other foreign regulatory authorities could sanction Pulmatrix. Even if a drug is FDA-approved, regulatory authorities may impose significant restrictions on a product’s indicated uses or marketing or impose ongoing requirements for potentially costly post-marketing studies.

If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, or disagrees with the promotion, marketing or labeling of the product, a regulatory agency may impose restrictions on that product or us, including requiring withdrawal of the product from the market. If Pulmatrix fails to comply with applicable regulatory requirements, a regulatory agency or enforcement authority may:

Any government investigation of alleged violations of law could require Pulmatrix to expend significant time and resources in response, and could generate negative publicity. Any failure to comply with ongoing regulatory requirements may significantly and adversely affect its ability to commercialize and generate revenue from Pulmatrix’s product candidates. If regulatory sanctions are applied or if regulatory approval is withdrawn, the value of Pulmatrix and its operating results will be adversely affected. Additionally, if Pulmatrix is unable to generate revenue from sales of its product candidates, its potential for achieving profitability will be diminished and the capital necessary to fund its operations will be increased.

Any action against Pulmatrix for violation of these laws, even if Pulmatrix successfully defends against it, could cause Pulmatrix to incur significant legal expenses, divert management’s attention from the operation of its business and damage its reputation. Pulmatrix expends significant resources on compliance efforts and such expenses are unpredictable and might adversely affect its results. Changing laws, regulations and standards might also create uncertainty, higher expenses and increase insurance costs.

Pulmatrix and its third-party manufacturers are, and will be, subject to regulations of the FDA and other foreign regulatory authorities.

Pulmatrix and its contract manufacturers are, and will be, required to adhere to laws, regulations and guidelines of the FDA or other foreign regulatory authorities setting forth current good manufacturing practices. These laws, regulations and guidelines cover all aspects of the manufacturing, testing, quality control and recordkeeping relating to its therapeutic candidates. Pulmatrix and its third-party manufacturers may not be able to comply with applicable laws, regulations and guidelines. Pulmatrix and its contract manufacturers are and will be subject to unannounced inspections by the FDA, state regulators and similar foreign regulatory authorities outside the United States. Pulmatrix’s failure, or the failure of Pulmatrix’s third party manufacturers, to comply with applicable laws, regulations and guidelines could result in the imposition of sanctions on us, including fines, injunctions, civil penalties, failure of regulatory authorities to grant marketing approval of Pulmatrix’s therapeutic candidates, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of its therapeutic candidates, operating restrictions and criminal

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prosecutions, any of which could significantly and adversely affect regulatory approval and supplies of its therapeutic candidates, and materially and adversely affect Pulmatrix’s business, financial condition and results of operations.

Even if Pulmatrix obtains regulatory approvals, its therapeutic candidates will be subject to ongoing regulatory review. If Pulmatrix fails to comply with continuing U.S. and applicable foreign laws, regulations and guidelines, it could lose those approvals, and its business would be seriously harmed.

Even if Pulmatrix’s therapeutic candidates receive regulatory approval, Pulmatrix or its commercialization partners, as applicable, will be subject to ongoing reporting obligations, including pharmacovigilance, and the therapeutic candidates and the manufacturing operations will be subject to continuing regulatory review, including inspections by the FDA or other foreign regulatory authorities. The results of this ongoing review may result in the withdrawal of a therapeutic candidate from the market, the interruption of the manufacturing operations and/or the imposition of labeling and/or marketing limitations. Since many more patients are exposed to drugs following their marketing approval, serious but infrequent adverse reactions that were not observed in clinical trials may be observed during the commercial marketing of the therapeutic candidate. In addition, the manufacturer and the manufacturing facilities that Pulmatrix or its commercialization partners use to produce any therapeutic candidate will be subject to periodic review and inspection by the FDA and other foreign regulatory authorities. Later discovery of previously unknown problems with any therapeutic candidate, manufacturer or manufacturing process, or failure to comply with rules and regulatory requirements, may result in actions, including but not limited to the following: restrictions on such therapeutic candidate, manufacturer or manufacturing process;

If Pulmatrix or its commercialization partners, suppliers, third party contractors or clinical investigators are slow to adapt, or are unable to adapt, to changes in existing regulatory requirements or the adoption of new regulatory requirements or policies, Pulmatrix or its commercialization partners may lose marketing approval for any of Pulmatrix’s therapeutic candidates if any of Pulmatrix’s therapeutic candidates are approved, resulting in decreased or lost revenue from milestones, product sales or royalties.

Pulmatrix Risks Relating to its Financial Position and Need for Additional Capital

Pulmatrix will be required to raise additional capital to fund its operations, and its inability to do so could raise substantial doubt about its ability to continue as a going concern.

Pharmaceutical product development, which includes research and development, pre-clinical and clinical studies and human clinical trials, is a time-consuming and expensive process that takes years to complete. Pulmatrix expects that its expenses will increase substantially as it advances PUR1900 into Phase I/Ib trials and PUR0200 into further clinical trials in Europe and initiates U.S. clinical trials and pursues development of other iSPERSE-based product candidates and/or pursues development of iSPERSE-based pharmaceuticals in additional indications. Based upon its current expectations, Pulmatrix believes that its existing capital resources, including the bridge financing under the loan and security agreement, dated February 26, 2015, will

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enable Pulmatrix to continue planned operations through the second calendar quarter of 2015, and with the capital resources that will become available if and when the merger is consummated, including the net proceeds from the issuance of common stock and warrants to purchase common stock which will close immediately prior to the consummation of the merger and Ruthigen’s cash on hand, through the second calendar quarter of 2017. However, Pulmatrix cannot assure you that its plans will not change or that changed circumstances will not result in the depletion of its capital resources more rapidly than Pulmatrix currently anticipates. Pulmatrix will need to raise additional funds, whether through the sale of equity or debt securities, the entry into strategic business collaborations, the establishment of other funding facilities, licensing arrangements, or asset sales or other means, in order to continue its research and development and clinical trial programs for its iSPERSE-based product candidates and to support its other ongoing activities. However, it may be difficult for Pulmatrix to raise additional funds through these planned measures. As of December 31, 2014, Pulmatrix had a stockholders’ deficit of approximately $78.8 million which may raise concerns about its solvency and affect its ability to raise additional capital.

The amount of additional funds Pulmatrix needs will depend on a number of factors, including:

Pulmatrix has raised capital in the past primarily through debt and private placements of its redeemable convertible preferred stock. Subject to the restrictions in the Merger Agreement, Pulmatrix may in the future pursue the sale of additional equity and/or debt securities, or the establishment of other funding facilities including asset based borrowings. There can be no assurances, however, that Pulmatrix will be able to raise additional capital through such an offering on acceptable terms, or at all. Issuances of additional debt or equity securities could impact the rights of the holders of Pulmatrix common stock and may dilute their ownership percentage. Moreover, the establishment of other funding facilities may impose restrictions on Pulmatrix’s operations. These restrictions could include limitations on additional borrowing and specific restrictions on the use of Pulmatrix’s assets, as well as prohibitions on Pulmatrix’s ability to create liens, pay dividends, redeem its stock or make investments. Pulmatrix also may seek to raise additional capital by pursuing opportunities for the licensing or sale of certain intellectual property and other assets. Pulmatrix cannot offer assurances, however, that any strategic collaborations, sales of securities or sales or licenses of assets will be available to it on a timely basis or on acceptable terms, if at all.

In the event that sufficient additional funds are not obtained through strategic collaboration opportunities, sales of securities, funding facilities, licensing arrangements and/or asset sales on a timely basis, Pulmatrix will be required to reduce expenses through the delay, reduction or curtailment of its projects, including PUR1900 development activities, or further reduction of costs for facilities and administration. Moreover, if Pulmatrix does not obtain such additional funds, there will be substantial doubt about its ability to continue as

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a going concern and increased risk of insolvency and loss of investment to the holders of its securities. If Pulmatrix is or becomes insolvent, investors in its stock may lose the entire value of their investment.

Pulmatrix’s financial statements for the year ended December 31, 2014 contain an explanatory paragraph in the footnotes, as to its ability to continue as a going concern, which could prevent Pulmatrix from obtaining new financing on reasonable terms or at all.

Because Pulmatrix has had recurring losses and negative cash flows from operating activities and have significant future commitments, substantial doubt exists regarding its ability to remain in operation at the same level it is currently performing. Accordingly, the footnotes to Pulmatrix’s financial statements for the year ended December 31, 2014 include an explanatory paragraph expressing substantial doubt about its ability to continue as a going concern. Additionally, the doubts regarding Pulmatrix’s ability to continue as a going concern may adversely affect Pulmatrix’s ability to obtain new financing on reasonable terms or at all.

Pulmatrix’s long term capital requirements are subject to numerous risks.

Pulmatrix’s long term capital requirements are expected to depend on many potential factors, including, among others:

Pulmatrix Risks Related to Its Intellectual Property

Pulmatrix may be unable to adequately protect or enforce its rights to intellectual property, causing it to lose valuable rights. Loss of patent rights may lead Pulmatrix to lose market share and anticipated profits.

Pulmatrix’s success, competitive position and future revenues depend, in part, on Pulmatrix’s ability to obtain patent protection for its products, methods, processes and other technologies, to preserve its trade secrets, to prevent third parties from infringing on its proprietary rights and to operate without infringing the proprietary rights of third parties.

Pulmatrix tries to protect its proprietary position by, among other things, filing U.S., European and other patent applications related to its product candidates, methods, processes and other technologies, to preserve its trade secrets, to prevent third parties from infringing on its proprietary rights and to operate without infringing the proprietary rights of third parties.

Because the patent position of pharmaceutical companies involves complex legal and factual questions, Pulmatrix cannot predict the validity and enforceability of patents with certainty. Pulmatrix’s issued patents may not provide it with any competitive advantages, or may be held invalid or unenforceable as a result of legal challenges by third parties or could be circumvented. Pulmatrix’s competitors may also independently develop inhaled drug delivery technologies or products similar to iSPERSE and iSPERSE-based product candidates or design around or otherwise circumvent patents issued to Pulmatrix. Thus, any patents that Pulmatrix owns may not provide any protection against competitors. Pulmatrix’s pending patent applications,

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those it may file in the future or those it may license from third parties may not result in patents being issued. Even if these patents are issued, they may not provide Pulmatrix with proprietary protection or competitive advantages. The degree of future protection to be afforded by Pulmatrix’s proprietary rights is uncertain because legal means afford only limited protection and may not adequately protect its rights or permit Pulmatrix to gain or keep its competitive advantage.

Patent rights are territorial; thus, the patent protection Pulmatrix does have will only extend to those countries in which Pulmatrix has issued patents. Even so, the laws of certain countries do not protect Pulmatrix’s intellectual property rights to the same extent as do the laws of the United States and the European Union. Competitors may successfully challenge Pulmatrix’s patents, produce similar drugs or products that do not infringe Pulmatrix’s patents, or produce drugs in countries where Pulmatrix has not applied for patent protection or that do not respect Pulmatrix’s patents. Furthermore, it is not possible to know the scope of claims that will be allowed in published applications and it is also not possible to know which claims of granted patents, if any, will be deemed enforceable in a court of law.

After the completion of development and registration of Pulmatrix’s patents, third parties may still manufacture and/or market therapeutic candidates in infringement of Pulmatrix’s patent protected rights. Such manufacture and/or market of Pulmatrix’s product candidates in infringement of Pulmatrix’s patent protected rights is likely to cause Pulmatrix damage and lead to a reduction in the prices of Pulmatrix’s product candidates, thereby reducing Pulmatrix’s anticipated profits.

In addition, due to the extensive time needed to develop, test and obtain regulatory approval for Pulmatrix’s therapeutic candidates, any patents that protect Pulmatrix’s product candidate may expire early during commercialization. This may reduce or eliminate any market advantages that such patents may give Pulmatrix. Following patent expiration, Pulmatrix may face increased competition through the entry of generic products into the market and a subsequent decline in market share and profits.

In addition, in some cases Pulmatrix may rely on its licensors to conduct patent prosecution, patent maintenance or patent defense on its behalf. Therefore, Pulmatrix’s ability to ensure that these patents are properly prosecuted, maintained, or defended may be limited, which may adversely affect its rights in Pulmatrix’s therapeutic products. Any failure by Pulmatrix’s licensors or development partners to properly conduct patent prosecution, patent maintenance or patent defense could harm Pulmatrix’s ability to obtain approval or to commercialize its products, thereby reducing Pulmatrix’s anticipated profits.

If Pulmatrix is unable to protect the confidentiality of its trade secrets or know-how, such proprietary information may be used by others to compete against Pulmatrix.

In addition to filing patents, Pulmatrix generally tries to protect its trade secrets, know-how and technology by entering into confidentiality or non-disclosure agreements with parties that have access to it, such as Pulmatrix’s development and/or commercialization partners, employees, contractors and consultants. Pulmatrix also enters into agreements that purport to require the disclosure and assignment to Pulmatrix of the rights to the ideas, developments, discoveries and inventions of its employees, advisors, research collaborators, contractors and consultants while Pulmatrix employees or engage them. However, these agreements can be difficult and costly to enforce or may not provide adequate remedies. Any of these parties may breach the confidentiality agreements and willfully or unintentionally disclose Pulmatrix’s confidential information, or Pulmatrix’s competitors might learn of the information in some other way. The disclosure to, or independent development by, a competitor of any trade secret, know-how or other technology not protected by a patent could materially adversely affect any competitive advantage Pulmatrix may have over any such competitor.

To the extent that any of Pulmatrix’s employees, advisors, research collaborators, contractors or consultants independently develop, or use independently developed, intellectual property in connection with any of Pulmatrix’s products, disputes may arise as to the proprietary rights to this type of information. If a dispute arises with respect to any proprietary right, enforcement of Pulmatrix’s rights can be costly and unpredictable and a court may determine that the right belongs to a third party.

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Legal proceedings or third-party claims of intellectual property infringement and other challenges may require Pulmatrix to spend substantial time and money and could prevent it from developing or commercializing its product candidates.

The development, manufacture, use, offer for sale, sale or importation of its product candidates may infringe on the claims of third-party patents or other intellectual property rights. The nature of claims contained in unpublished patent filings around the world is unknown to Pulmatrix and it is not possible to know which countries patent holders may choose for the extension of their filings under the Patent Cooperation Treaty, or other mechanisms. Pulmatrix may also be subject to claims based on the actions of employees and consultants with respect to the usage or disclosure of intellectual property learned at other employers. The cost to Pulmatrix of any intellectual property litigation or other infringement proceeding, even if resolved in Pulmatrix’s favor, could be substantial. Some of Pulmatrix’s competitors may be able to sustain the costs of such litigation or proceedings more effectively because of their substantially greater financial resources. Uncertainties resulting from the initiation and continuation or defense of intellectual property litigation or other proceedings could have a material adverse effect on Pulmatrix’s ability to compete in the marketplace. Intellectual property litigation and other proceedings may also absorb significant management time. Consequently, Pulmatrix is unable to guarantee that it will be able to manufacture, use, offer for sale, sell or import its therapeutic candidates in the event of an infringement action.

In the event of patent infringement claims, or to avoid potential claims, Pulmatrix may choose or be required to seek a license from a third party and would most likely be required to pay license fees or royalties or both. These licenses may not be available on acceptable terms, or at all. Even if Pulmatrix were able to obtain a license, the rights may be non-exclusive, which could potentially limit Pulmatrix’s competitive advantage. Ultimately, Pulmatrix could be prevented from commercializing a product candidate or be forced to cease some aspect of its business operations if, as a result of actual or threatened patent infringement or other claims, Pulmatrix is unable to enter into licenses on acceptable terms. This inability to enter into licenses could harm its business significantly.

Pulmatrix may be subject to other patent-related litigation or proceedings that could be costly to defend and uncertain in their outcome.

In addition to infringement claims against Pulmatrix, Pulmatrix may in the future become a party to other patent litigation or proceedings before regulatory agencies, including interference or re-examination proceedings filed with the United States Patent and Trademark Office or opposition proceedings in other foreign patent offices regarding intellectual property rights with respect to its therapeutic candidates, as well as other disputes regarding intellectual property rights with development and/or commercialization partners, or others with whom Pulmatrix has contractual or other business relationships. Post-issuance oppositions are not uncommon and Pulmatrix or its development and/or commercialization partners will be required to defend these opposition procedures as a matter of course. Opposition procedures may be costly, and there is a risk that Pulmatrix may not prevail which could harm its business significantly.

Risks Related to the Business of Ruthigen Prior to the Consummation of the Merger

Ruthigen is a development stage company with no commercial products.

Ruthigen is developing RUT58-60, its lead drug candidate, initially for the prevention of infection associated with abdominal surgery. Ruthigen currently has no products approved for sale. Ruthigen submitted its Investigational New Drug Application, or IND, for RUT58-60 to the FDA in early May 2014. In June 2014, Ruthigen’s IND became effective thereby allowing Ruthigen to begin human clinical testing of RUT58-60. In July 2014, Ruthigen began human clinical testing of RUT58-60 in a 21-day skin irritation trial. In August 2014, Ruthigen completed the skin irritation trial with 36 human subjects participating for 21 consecutive days. In October 2014, Ruthigen initiated the Phase 1/2 clinical trial, and, in November 2014, Ruthigen began patient enrollment in the Phase 1 portion of the Phase 1/2 clinical trial to evaluate the safety, tolerability, and potential efficacy of its lead drug candidate, RUT58-60, for use as an adjunct to systemic antibiotics in abdominal surgery and patient screening began at four clinical trial sites in the United States. Pursuant to the Merger Agreement Ruthigen may scale down its operations, including scaling back patient enrollment in our clinical trial to evaluate the safety of RUT58-60 within the abdominal cavity.

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Ruthigen is heavily dependent on the success of its drug candidates and Ruthigen cannot provide any assurance that its lead drug candidate, RUT58-60, or other product candidates will be commercialized.

Ruthigen’s future success depends heavily on its ability to successfully develop, obtain regulatory approval for, and commercialize its drug candidates, which may never occur. Ruthigen currently generates no revenues and incurs substantial losses, and Ruthigen may never be able to develop or commercialize a marketable drug.

Before Ruthigen generates any revenues from product sales, Ruthigen must complete preclinical studies and clinical trials, establish manufacturing capabilities that comply with the FDA’s cGMP requirements for manufacturing sterile drugs, receive approval from the FDA in the United States and other regulatory agencies in foreign jurisdictions, build a commercial organization, make substantial investments and undertake significant marketing efforts itself or in partnership with others. Ruthigen will not be permitted to market or promote RUT58-60 or other product candidates, before Ruthigen receives regulatory approval from the FDA or comparable foreign regulatory authorities, and Ruthigen may never receive such regulatory approval for any of its product candidates.

Ruthigen have not previously submitted a BLA or a NDA to the FDA, or similar drug approval filings to comparable foreign authorities, for any product candidate. Ruthigen cannot be certain that its lead drug candidate or any other product candidate will be successful in clinical trials or receive regulatory approval. Further, its lead drug candidate or any other product candidate may not receive regulatory approval even if its clinical trials are successful. If Ruthigen does not receive regulatory approvals for its drug candidates, Ruthigen may not be able to continue its operations. Even if Ruthigen successfully obtains regulatory approvals to market its lead drug candidate or any other product candidate, its revenues will be dependent, in part, upon the size of the markets in the territories for which Ruthigen gains regulatory approval and has commercial rights. If the markets for patient subsets that Ruthigen is targeting are not as significant as Ruthigen estimates, Ruthigen may not generate significant revenues from sales of such products, if approved.

Ruthigen has licensed RUT58-60 for development and commercialization in the United States, Canada, Europe and Japan. While the scope of regulatory approval is similar in other countries, to obtain separate regulatory approval in many other countries Ruthigen must comply with numerous and varying regulatory requirements of such countries regarding safety and efficacy, clinical trials and commercial sales, pricing and distribution of its lead drug candidate or any other product candidate, and Ruthigen cannot predict success in these jurisdictions.

Clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.

Drug candidates that Ruthigen pursues will be subject to extensive regulation by the FDA in the United States and other regulatory agencies in foreign jurisdictions, including activities related to preclinical studies, human clinical trials, manufacturing, labeling, packaging and sterilization, storage, recordkeeping, advertising, promotion, export, import, marketing and distribution and other possible activities.

Ruthigen’s lead drug candidate, RUT58-60, is a proprietary formulation of HOCl, and, Ruthigen believes, it has unique features and properties that will differentiate it from other HOCl formulations that are marketed as topical products and regulated by the FDA as medical devices under 510(k) clearances. Ruthigen expects to pursue FDA drug approval for RUT58-60 as a new chemical entity. There may be other HOCl drug candidates in development by other companies and these candidates may gain FDA drug approval prior to RUT58-60. Ruthigen has conducted a number of pre-clinical tests using RUT58-60 in support of the IND for RUT58-60, which was submitted to the FDA in early May 2014. In June 2014, its IND became effective thereby allowing Ruthigen to begin human clinical testing of RUT58-60. In July 2014, Ruthigen began human clinical testing of RUT58-60 in a 21-day skin irritation trial. In August 2014, Ruthigen completed the skin irritation trial with 36 human subjects participating for 21 consecutive days. In October 2014, Ruthigen initiated the Phase 1/2 clinical trial, and, in November 2014, Ruthigen began patient enrollment in the Phase 1 portion of the Phase 1/2 clinical trial to evaluate the safety, tolerability, and potential efficacy of its lead drug candidate, RUT58-60, for use as an adjunct to systemic antibiotics in abdominal surgery and patient screening began at its clinical trial sites in the United States. If and when, Ruthigen move through the regulatory process, the

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FDA may make other suggestions that may impact its ability to complete its clinical trials within the timeframe or budget that Ruthigen is anticipating, which could impact investors’ interest in its business and its stock price.

The results of preclinical studies and clinical trials of previously published HOCl based products may not necessarily be indicative of the results of its future clinical trials. The design of its clinical trials is based on many assumptions about the expected effects of HOCl used historically in the industry and if those assumptions are incorrect, the trials may not produce statistically significant results. Preliminary results may not be confirmed upon full analysis of the detailed results of an early clinical trial. Product candidates in later stages of clinical trials may fail to show safety and efficacy sufficient to support intended use claims despite having progressed through initial clinical trials. The data collected from clinical trials of its product candidates may not be sufficient to obtain regulatory approval in the United States or elsewhere. Because of the uncertainties associated with drug development and regulatory approval, Ruthigen cannot determine if, or when, Ruthigen may have an approved product for commercialization or whether Ruthigen will ever achieve sales or profits of RUT58-60 or other product candidates Ruthigen may pursue in the future.

Ruthigen may be subject to extensive regulations and may not obtain marketing approvals for products in Europe and other jurisdictions.

In addition to regulations in the United States, should Ruthigen or its collaborators pursue marketing approvals for RUT58-60 or its other drug candidates internationally, Ruthigen and its collaborators will be subject to a variety of regulations in other jurisdictions governing, among other things, clinical trials and any commercial sales and distribution of its products. Whether or not Ruthigen, or its collaborators, obtain FDA approval for a product, Ruthigen must obtain the requisite approvals from regulatory authorities in foreign countries prior to the commencement of clinical trials or marketing of the product in those countries. The requirements and process governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from country to country.

Ruthigen expects to pursue marketing approvals for RUT58-60 in Europe and other jurisdictions outside the United States with collaborative partners. The time and process required to obtain regulatory approvals and reimbursement in Europe and other jurisdictions may be different from those in the United States regulatory and approval in one jurisdiction does not ensure approvals in any other jurisdiction; however, negative regulatory decisions in any jurisdiction may have a negative impact on the regulatory process in other jurisdictions.

If Ruthigen, or its collaborators, fail to comply with applicable foreign regulatory requirements, Ruthigen may be subject to, among other things, fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions and criminal prosecution.

Ruthigen has limited knowledge and experience with NDA studies and product applications and Ruthigen may not be successful in obtaining FDA approvals for its drug candidates.

Currently, Ruthigen has no products approved for sale. Ruthigen has not submitted an application or obtained any FDA approval for any product through the NDA process. This lack of previous experience with NDA processes and requirements may impede its ability to obtain FDA approval in a timeframe consistent with its expectations and plans, or at all, for its drug candidates. Failure to comply with FDA and other applicable regulatory requirements, either before or after product approval, may subject Ruthigen to sanctions, including: warning letters, deficiency notifications, application denials, approval denials, requirements for additional pre-clinical and/or clinical studies, civil and/or criminal penalties, injunctions or suspensions of production, black box warnings and other product label requirements, loss of product approvals, product seizures, or recalls.

If Ruthigen’s products do not gain market acceptance, its business will suffer because Ruthigen might not be able to fund future operations.

A number of factors may affect the market acceptance of Ruthigen’s products or any other products Ruthigen develop or acquire, including:

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If its products do not gain market acceptance, Ruthigen may not be able to fund future operations, including developing, testing and obtaining regulatory approval for new product candidates and expanding its sales and marketing efforts for any approved products, which would cause its business to suffer.

Ruthigen’s research and development program for drug candidates other than RUT58-60 is at an early stage, and Ruthigen cannot be certain its development activities will result in the commercialization of any drug.

Except for Ruthigen’s development program for RUT58-60, its research and development program targeting non-infectious open surgery indications are at an early stage. Any product candidates Ruthigen develops will require significant additional research and development efforts prior to commercial sale, including extensive pre-clinical and clinical testing and regulatory approval. This may require increases in spending on internal projects, the acquisition of third party technologies or products, and other types of investments. Ruthigen cannot be sure that its approach to drug discovery, acting independently or with partners, will be effective or will result in the development of any drug. Ruthigen cannot expect that any drug candidates that do result from its research and development efforts will be commercially available for many years.

Ruthigen has limited experience in conducting pre-clinical testing and clinical trials. Even if Ruthigen receives initially positive clinical trial results, those results will not mean that similar results will be obtained in the later stages of drug development. Its drug candidates are prone to the risks of failure inherent in pharmaceutical product development, including the possibility that none of its drug candidates will be:

Ruthigen is dependent on a third party manufacturing organization to fulfill its manufacturing needs, its development of RUT58-60, and its commercialization of RUT58-60, if and when RUT58-60 receives regulatory approval, could be stopped or delayed or made less profitable if third parties manufacturers fail to provide Ruthigen with sufficient quantities at acceptable prices.

The manufacture of biotechnology and pharmaceutical products is complex and requires significant expertise, capital investment, process controls and know-how. Common difficulties in biotechnology and pharmaceutical manufacturing may include: sourcing and producing raw materials, transferring technology from chemistry and development activities to production activities, validating initial production designs, scaling manufacturing techniques, improving costs and yields, establishing and maintaining quality controls and stability requirements, eliminating contaminations and operator errors, and maintaining compliance with regulatory requirements. Ruthigen currently relies on a third party organization to manufacture RUT58-60 and Ruthigen has no independent experience in manufacturing and cannot assure you that any clinical-grade product will ever be produced or that Ruthigen, or its other third party manufacturers on which Ruthigen may rely in the future will maintain operations necessary to continue to produce clinical-grade product for Ruthigen. Ruthigen lacks the facilities and personnel to manufacture products in accordance with cGMP prescribed by the FDA or to produce an adequate supply of compounds to meet future requirements for clinical trials and commercialization of RUT58-60. Drug manufacturing facilities are subject to inspection

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before the FDA will issue an approval to market a new drug product, and all of the manufacturers that Ruthigen intends to use must adhere to the cGMP regulations prescribed by the FDA.

Ruthigen’s shared services agreement with Oculus, which covered its manufacturing arrangement with Oculus, was terminated effective April 6, 2015. Ruthigen previously relied on Oculus to manufacture, and prepare for shipment, RUT58-60, out of its Petaluma, California, facility for its preclinical studies and Phase 1/2 clinical trial. Ruthigen did not control the manufacturing processes of Oculus and have been dependent on Oculus for the production of RUT58-60 in accordance with cGMP, which include, among other things, quality control, quality assurance and the maintenance of records and documentation.

Ruthigen may choose, or be forced, to terminate its manufacturing arrangement with the third party manufacturing organization if it:

Manufacturers are periodically subject to inspections by various regulatory agencies, some of which may be unannounced. The FDA and other regulatory agencies have the ability to issue warning letters and sanctions against manufacturers based upon deficiencies noted during inspections of facilities or based upon material defects in the product label, design, production, or distribution. In addition, Ruthigen has no control over the ability or willingness of its third party manufacturer to comply with regulatory requirements, maintain adequate quality controls and processes, or maintain qualified personnel. Loss of its third party manufacturer may adversely affect its ability to meet its requirements to conduct clinical trials, secure and maintain regulatory approvals, and meet commercialization targets that Ruthigen may establish in the future.

Ruthigen has secured manufacturing capabilities through a third party contract manufacturing organization, or CMO, that complies with the FDA’s cGMP requirements for manufacturing sterile drugs. Ruthigen’s ability to transfer its manufacturing to a CMO is dependent on its ability to transfer technology and know-how, assist the CMO to pass regulatory inspections and gain necessary certifications and clearances, and continue to work with the CMO to maintain a compliant manufacturing facility. In the future, Ruthigen may establish an independent manufacturing facility to conduct its Phase 3 clinical trial and, if the drug is approved, for its initial commercial supplies; however, Ruthigen can give no assurances that it will be able to do so or to maintain a self-directed manufacturing facility. In order to establish an in-house manufacturing facility, Ruthigen would be required to transfer manufacturing processes, acquire manufacturing equipment, and transfer know-how as required to satisfy various regulatory requirements. Ruthigen can offer no assurances that it would be able to enter into any definitive agreements on acceptable terms for the expanded development and commercial scale manufacturing of RUT58-60 with any other third party manufacturers or establish an independent manufacturing facility. Any supply disruptions may cause significant delays in clinical trials and negatively impact commercial efforts, which may have an adverse effect on the value of its stock.

Ruthigen and/or its third party manufacturers may be adversely affected by developments outside of its control, and these developments may delay or prevent further manufacturing of its products. Adverse developments may include labor disputes, resource constraints, shipment delays, inventory shortages, lot failures, unexpected sources of contamination, lawsuits related to its manufacturing techniques, equipment used during manufacturing, or composition of matter, unstable political environments, acts of terrorism, war, natural disasters, and other natural and man-made disasters. If Ruthigen or its third party manufacturers encounters any of the above difficulties, or otherwise fail to comply with contractual obligations, its ability to provide any product for clinical trial or commercial purposes would be jeopardized. This may increase the costs associated with completing its clinical trials and commercial production. Further, production disruptions may cause Ruthigen to terminate ongoing clinical trials and/or commence new clinical trials at additional

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expense. Ruthigen may also have to take inventory write-offs and incur other charges and expenses for products that fail to meet specifications or pass safety inspections. If production difficulties cannot be solved with acceptable costs, expenses, and timeframes, Ruthigen may be forced to abandon its clinical development and commercialization plans, which could have a material adverse effect on its business, prospects, financial condition, and the value of its securities.

Ruthigen may be unable to obtain sufficient clinical trial liability insurance.

Ruthigen’s inability to obtain and retain sufficient clinical trial liability insurance at an acceptable cost to protect against potential liability claims could prevent or inhibit its ability to conduct clinical trials for product candidates Ruthigen develop. Ruthigen expects to obtain clinical trial liability insurance; however, any claim that may be brought against Ruthigen could result in a judgment or settlement in an amount that is not covered, in whole or in part, by its insurance or that is in excess of the limits of its insurance coverage. Ruthigen expects it will supplement its clinical trial coverage with product liability coverage in connection with the commercial launch of RUT58-60 or other product candidates Ruthigen develops in the future; however, Ruthigen may be unable to obtain such increased coverage on acceptable terms or at all. If Ruthigen is found liable in a clinical trial lawsuit or a product liability lawsuit in the future, Ruthigen will have to pay any amounts awarded by a court or negotiated in a settlement that exceed its coverage limitations or that are not covered by its insurance, and Ruthigen may not have, or be able to obtain, sufficient capital to pay such amounts.

Ruthigen may need to increase the size of its organization and the scope of its outside vendor relationships, and Ruthigen may experience difficulties in managing growth.

As of April 20, 2015, Ruthigen employed a total of six employees, of which five are full-time employees. Ruthigen’s current internal departments include finance, research and development and administration. Ruthigen is led by a team that includes two executives, a Director of Regulatory and Quality Assurance and two operations specialists. Ruthigen may expand its management team to include an operation ramp up of additional technical staff required to achieve its business objectives. Ruthigen may need to expand its managerial, operational, technical and scientific, financial and other resources in order to manage its operations and clinical trials, establish independent manufacturing, continue its research and development activities, and commercialize its product candidate. Its management and scientific personnel, systems and facilities currently in place may not be adequate to support its future growth.

Ruthigen’s need to effectively manage its operations, growth and various projects requires that it:

Ruthigen may utilize the services of third party vendors to perform tasks including pre-clinical and clinical trial management, statistics and analysis, regulatory affairs, medical advisory, market research, formulation development, Chemistry, Manufacturing and Controls, or CMC, activities, other drug development functions, legal, auditing, financial advisory, and investor relations. Its growth strategy may also entail expanding its group of contractors or consultants to implement these and other tasks going forward. Because Ruthigen relies on numerous consultants, to outsource many key functions of its business, Ruthigen will need to be able to effectively manage these consultants to ensure that they successfully carry out their contractual obligations and meet expected deadlines. However, if Ruthigen is unable to effectively manage its outsourced activities or if the quality or accuracy of the services provided by consultants is compromised for any reason, its clinical trials may be extended, delayed or terminated, and Ruthigen may not be able to obtain regulatory approval for its product candidate or otherwise advance its business. There can be no assurance that Ruthigen will be able to manage its existing consultants or find other competent outside contractors and consultants on economically reasonable terms, or at all. If Ruthigen is not able to effectively expand its organization by

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hiring new employees and expanding its groups of consultants and contractors, Ruthigen may be unable to successfully implement the tasks necessary to further develop and commercialize its product candidate and, accordingly, may not achieve its research, development and commercialization goals.

If Ruthigen is unable to develop satisfactory sales and marketing capabilities, it may not succeed in commercializing RUT58-60 or any other product candidate.

Ruthigen has no experience in marketing and selling drug products. Ruthigen has not entered into any sales and marketing arrangements for its drug candidates. Ruthigen is developing its drug candidates for large patient populations served by surgeons. These patient populations may number in the millions. Typically, pharmaceutical companies would employ groups of sales representatives and associated sales and marketing staff numbering in the hundreds to thousands of individuals to call on this large number of physicians and hospitals. Ruthigen may seek to collaborate with a third party to market its drugs or may seek to market and sell its drugs by itself. If Ruthigen seeks to collaborate with a third party, Ruthigen cannot be sure that a collaborative agreement can be reached on terms acceptable to it. If Ruthigen seeks to market and sell its drugs directly, Ruthigen will need to hire additional personnel skilled in marketing and sales. Ruthigen cannot be sure that it will be able to acquire, or establish third party relationships to provide, any or all of these marketing and sales capabilities. The establishment of a direct sales force or a contract sales force or a combination direct and contract sales force to market its products will be expensive and time-consuming and could delay any product launch. Further, Ruthigen can give no assurances that it may be able to maintain a direct and/or contract sales force for any period of time or that its sales efforts will be sufficient to grow its revenues or that its sales efforts will ever lead to profits.

Even if Ruthigen obtains regulatory approvals to commercialize RUT58-60 or any other drug, its drug candidates may not be accepted by physicians or the medical community in general.

There can be no assurance that RUT58-60 or any other product candidate successfully developed by Ruthigen, independently or with partners, will be accepted by physicians, hospitals and other health care facilities. RUT58-60 and any future product candidates Ruthigen develops will compete with a number of anti-infective drugs and antiseptic and cleansing products manufactured and marketed by major pharmaceutical and medical technology companies. The degree of market acceptance of any drug candidates Ruthigen develops depends on a number of factors, including:

Significant uncertainty exists as to the coverage and reimbursement status of any product candidate for which Ruthigen obtains regulatory approval. In the United States and markets in other countries, sales of any products for which Ruthigen receives regulatory approval for commercial sale will depend in part on the availability of reimbursement from third-party payors. Third-party payors include government health administrative authorities, managed care providers, private health insurers and other organizations.

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Ruthigen’s failure to successfully acquire, develop and market additional drug candidates or approved drug products could impair its ability to grow.

As part of its growth strategy, Ruthigen may evaluate, acquire, license, develop and/or market additional product candidates and technologies. However, its internal research capabilities are limited, and Ruthigen may be dependent upon pharmaceutical and biotechnology companies, academic scientists and other researchers to sell or license products or technology to it. The success of this strategy depends partly upon its ability to identify, select and acquire promising pharmaceutical product candidates and products. The process of proposing, negotiating and implementing a license or acquisition of a product candidate or approved product is lengthy and complex. Other companies, including some with substantially greater financial, marketing and sales resources, may compete with Ruthigen for the license or acquisition of product candidates and approved products. Ruthigen has limited resources to identify and execute the acquisition or in-licensing of third party products, businesses and technologies and integrate them into its current infrastructure. Moreover, Ruthigen may devote resources to potential acquisitions or in-licensing opportunities that are never completed, or Ruthigen may fail to realize the anticipated benefits of such efforts. Ruthigen may not be able to acquire the rights to additional product candidates on terms that it finds acceptable, or at all.

In addition, future acquisitions may entail numerous operational and financial risks, including:

Any product candidate that Ruthigen acquires may require additional development efforts prior to commercial sale, including extensive clinical testing and approval by the FDA and applicable foreign regulatory authorities. All product candidates are prone to risks of failure typical of pharmaceutical product development, including the possibility that a product candidate will not be shown to be sufficiently safe and effective for approval by regulatory authorities. In addition, Ruthigen cannot provide assurance that any products that it develops or approved products that it acquires will be manufactured profitably or achieve market acceptance.

Ruthigen may not be able to attract, retain, or manage highly qualified personnel, which could adversely impact its business.

Ruthigen’s future success and ability to compete in the biopharmaceutical industry is substantially dependent on its ability to identify, attract, and retain highly qualified key managerial, scientific, medical, and operations personnel. The market for key employees in the pharmaceutical and biotechnology industries can be competitive. The loss of the services of any of its key employees without an adequate replacement or its inability to hire new employees as needed could delay its product development efforts, harm its ability to sell its products or otherwise negatively impact its business.

The scientific, research and development personnel upon which Ruthigen relies to operate its business have expertise in certain aspects of drug discovery, clinical development and regulatory affairs, and it may be difficult to retain or replace these individuals. Ruthigen currently conducts its operations at its facilities in Santa Rosa, California, within the greater San Francisco Bay Area, and this region is headquarters to many

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other biotechnology, pharmaceutical, and medical technology companies, as well as many academic and research institutions, and, therefore, Ruthigen faces increased competition for technical and managerial personnel in this region.

In addition, Ruthigen has scientific, medical and clinical advisors who assist it in designing and formulating its products and with development and clinical strategies. These advisors are not its employees and may have commitments to, or consulting or advisory contracts with, other entities that may limit their availability to Ruthigen, or may have arrangements with other companies to assist in the development of products that may compete with Ruthigen’s business.

Despite its efforts to retain valuable employees, members of its management and scientific and development teams may terminate their employment with Ruthigen on short notice. Although Ruthigen has written employment agreements with its executive officers, these employment agreements provide for at-will employment, which means that its executive officers can leave its employment at any time, with or without notice. The loss of the services of any of its executive officers or its other key employees, and its inability to find suitable replacements could potentially harm its business, financial condition and prospects. Ruthigen does not maintain “key man” insurance policies on the lives of these individuals or the lives of any of its other employees.

Ruthigen’s employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements and insider trading.

Ruthigen is exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with any regulations applicable to Ruthigen, to provide accurate information to regulatory authorities, to comply with manufacturing standards Ruthigen may have established, to comply with federal and state healthcare fraud and abuse laws and regulations, or to report financial information or data accurately or disclose unauthorized activities to Ruthigen. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to its reputation. Ruthigen has adopted a Code of Business Conduct, but it is not always possible to identify and deter employee misconduct, and the precautions Ruthigen takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risk.

Business interruptions could adversely affect Ruthigen’s future operations, revenues, and financial conditions, and may increase its costs and expenses.

Ruthigen’s operations, and those of its directors, advisors, contractors, consultants, CROs, and collaborators, could be adversely affected by earthquakes, floods, hurricanes, typhoons, extreme weather conditions, fires, water shortages, power failures, business systems failures, medical epidemics and other natural and man-made disaster or business interruptions. Ruthigen’s telephones, electronic devices and computer systems and those of its directors, advisors, contractors, consultants, CROs, and collaborators are vulnerable to damages, theft and accidental loss, negligence, unauthorized access, terrorism, war, electronic and telecommunications failures, and other natural and man-made disasters. Ruthigen’s headquarters are in Santa Rosa, California and may be subject to risks particularly those that are characteristic of the region such as earthquakes, wildfires, shipping and port delays and closures, flooding, fog, and other natural and man-made events that may adversely affect its results of operations and financial condition. Operating as a virtual company, its employees conduct business outside of its headquarters and leased or owned facilities. These locations may be subject to additional security and other risk factors due to the limited control of its employees. If such an event as described above were to occur in the future, it may cause interruptions in Ruthigen’s operations, delay research and development programs, clinical trials, regulatory activities, manufacturing and quality assurance activities, sales and marketing activities, hiring, training of employees and persons within associated third parties, and other business activities.

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Likewise, Ruthigen relies on third parties to manufacture RUT58-60 and conduct clinical trials, and similar events as those described in the prior paragraph relating to their business systems, equipment and facilities could also have a material adverse effect on its business. To the extent that any disruption or security breach results in a loss of, or damage to, its data or applications, or inappropriate disclosure of confidential or proprietary information, Ruthigen could incur liability and the further development and commercialization of its product candidate could be delayed or altogether terminated.

Risks Related to Development and Regulatory Approval of RUT58-60 and Ruthigen’s Product Candidates

Ruthigen cannot be certain that RUT58-60 or any of its future product candidates will receive regulatory approval, and without regulatory approval Ruthigen will not be able to market its product candidates.

Ruthigen’s business currently depends on the successful development and commercialization of RUT58-60. Its ability to generate revenue related to product sales, if ever, will depend on the successful development and regulatory approval of RUT58-60 for the prevention of infection associated with abdominal surgery and other indications and its future product candidates.

Ruthigen currently has no products approved for sale and Ruthigen cannot guarantee that it will ever have marketable products. The development of a product candidate and issues relating to its approval and marketing are subject to extensive regulation by the FDA in the United States and regulatory authorities in other countries, with regulations differing from country to country. Ruthigen is not permitted to market its product candidates in the United States until it receives approval of an NDA from the FDA. Ruthigen has not submitted any marketing applications for any of its product candidates.

NDA’s must include extensive preclinical and clinical data and supporting information to establish the product candidate’s safety and effectiveness for each desired indication. NDA’s must also include significant information regarding the CMC for the product. Obtaining approval of an NDA is a lengthy, expensive and uncertain process, and Ruthigen may not be successful in obtaining approval. The FDA review processes can take years to complete and approval is never guaranteed. If Ruthigen submits an NDA to the FDA, the FDA must decide whether to accept or reject the submission for filing. Ruthigen cannot be certain that any submissions will be accepted for filing and review by the FDA.

Regulators of other jurisdictions have their own procedures for approval of product candidates. Even if a product is approved, the FDA may limit the indications for which the product may be marketed, require extensive warnings on the product labeling or require expensive and time-consuming clinical trials or reporting as conditions of approval. Regulatory authorities in countries outside of the United States also have requirements for approval of drug candidates with which Ruthigen must comply prior to marketing in those countries. Obtaining regulatory approval for marketing of a product candidate in one country does not ensure that Ruthigen will be able to obtain regulatory approval in any other country. In addition, delays in approvals or rejections of marketing applications in the United States or other countries may be based upon many factors, including regulatory requests for additional analyses, reports, data, preclinical studies and clinical trials, regulatory questions regarding different interpretations of data and results, changes in regulatory policy during the period of product development and the emergence of new information regarding its product candidates or other products. Also, regulatory approval for any of its product candidates may be withdrawn.

Ruthigen cannot predict whether its future trials and studies will be successful or whether regulators will agree with its conclusions regarding the preclinical studies and clinical trials it has conducted to date. If Ruthigen is unable to obtain approval from the FDA or other regulatory agencies for RUT58-60 and its other product candidates, or if, subsequent to approval, Ruthigen is unable to successfully commercialize RUT58-60 or its other product candidates, Ruthigen will not be able to generate sufficient revenue to become profitable or to continue its operations.

Clinical trials for its product candidates are expensive, time-consuming, uncertain and susceptible to change, delay or termination.

Clinical trials are very expensive, time-consuming and difficult to design and implement. Even if the results of its clinical trials are favorable, clinical trials usually continue for several years and may take

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significantly longer to complete. In addition, Ruthigen, the FDA, an Institutional Review Board, or other regulatory authorities, including state and local, may suspend, delay or terminate its clinical trials at any time for various reasons, including:

Any of the foregoing could have a material adverse effect on Ruthigen’s business, results of operations and financial condition.

There is a high rate of failure for drug candidates proceeding through clinical trials.

Generally, there is a high rate of failure for drug candidates proceeding through clinical trials. Ruthigen may suffer significant setbacks in its clinical trials similar to the experience of a number of other companies in the pharmaceutical and biotechnology industries, even after receiving promising results in earlier trials. Further, even if Ruthigen views the results of a clinical trial to be positive, the FDA or other regulatory authorities may disagree with its interpretation of the data. In the event that Ruthigen obtains negative results from its current of future clinical trials or receive poor clinical results for other product candidates, or the FDA chooses to block progress of the trials due to potential CMC issues or other hurdles or does not approve its NDA for RUT58-60, Ruthigen may not be able to generate sufficient revenue or obtain financing to continue its operations, its ability to execute on its current business plan will be materially impaired, its reputation in the industry would likely be significantly damaged and the price of its stock would likely decrease significantly.

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Serious adverse events or other safety risks could require Ruthigen to abandon development and preclude, delay or limit approval of its product candidates, or limit the scope of any approved label or market acceptance.

If RUT58-60 or any of its product candidates, prior to or after any approval for commercial sale, cause serious or unexpected side effects, a number of potentially significant negative consequences could result, including:

Ruthigen may voluntarily suspend or terminate its planned clinical trials if at any time it believes that they present an unacceptable risk to participants or if preliminary data demonstrate that its product candidates are unlikely to receive regulatory approval or unlikely to be successfully commercialized. In addition, regulatory agencies, institutional review boards or data safety monitoring boards may at any time order the temporary or permanent discontinuation of its clinical trials or request that Ruthigen cease using investigators in the clinical trials if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements, or that they present an unacceptable safety risk to participants. If Ruthigen elects or is forced to suspend or terminate any planned clinical trial of RUT58-60 or any other of its product candidates, the commercial prospects for that product will be harmed and its ability to generate product revenue from that product may be delayed or eliminated. Furthermore, any of these events could prevent Ruthigen from achieving or maintaining market acceptance of the affected product and could substantially increase the costs of commercializing its product candidates and impair its ability to generate revenue from the commercialization of these products.

Any failure by Ruthigen to comply with existing regulations could harm its reputation and operating results.

Ruthigen will be subject to extensive regulation by U.S. federal and state and foreign governments in each of the markets where it intends to sell RUT58-60, or any other drug candidate, if and after it is approved. For example, Ruthigen will have to adhere to all regulatory requirements including the FDA’s current GCP, GLP and cGMP requirements. If Ruthigen fails to comply with applicable regulations, including FDA pre-or post-approval cGMP requirements, then the FDA or other foreign regulatory authorities could sanction Ruthigen. Even if a drug is FDA-approved, regulatory authorities may impose significant restrictions on a product’s indicated uses or marketing or impose ongoing requirements for potentially costly post-marketing studies.

If RUT58-60, or any other drug candidate, is approved in the United States, it will be subject to ongoing regulatory requirements for labeling, packaging, storage, advertising, promotion, sampling, record-keeping and submission of safety and other post-market information, including both federal and state requirements in the United States. In addition, manufacturers and manufacturers’ facilities are required to comply with extensive FDA requirements, including ensuring that quality control and manufacturing procedures conform to cGMP. As such, Ruthigen and its contract manufacturers are subject to continual review and periodic inspections to assess compliance with cGMP. Accordingly, Ruthigen and others with whom Ruthigen work must continue to expend time, money and effort in all areas of regulatory compliance, including manufacturing, production and quality control. Ruthigen will also be required to report certain adverse reactions and production problems, if

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any, to the FDA, and to comply with requirements concerning advertising and promotion for its products. Promotional communications with respect to prescription drugs are subject to a variety of legal and regulatory restrictions and must be consistent with the information in the product’s approved label. As such, Ruthigen may not promote its products for indications or uses for which they do not have FDA approval.

If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, or disagrees with the promotion, marketing or labeling of the product, a regulatory agency may impose restrictions on that product or on Ruthigen, including requiring withdrawal of the product from the market. If Ruthigen fails to comply with applicable regulatory requirements, a regulatory agency or enforcement authority may:

Any government investigation of alleged violations of law could require Ruthigen to expend significant time and resources in response, and could generate negative publicity. Any failure to comply with ongoing regulatory requirements may significantly and adversely affect its ability to commercialize and generate revenue from RUT58-60 and its product candidates. If regulatory sanctions are applied or if regulatory approval is withdrawn, the value of its company and its operating results will be adversely affected. Additionally, if Ruthigen is unable to generate revenue from sales of RUT58-60, or any other drug candidate, its potential for achieving profitability will be diminished and the capital necessary to fund its operations will be increased.

Any action against Ruthigen for violation of these laws, even if Ruthigen successfully defends against it, could cause it to incur significant legal expenses, divert its management’s attention from the operation of its business and damage its reputation. Ruthigen expends significant resources on compliance efforts and such expenses are unpredictable and might adversely affect its results. Changing laws, regulations and standards might also create uncertainty, higher expenses and increase insurance costs.

If Ruthigen is found in violation of federal or state “fraud and abuse” laws, it may be required to pay a penalty and/or be suspended from participation in federal or state health care programs, which may adversely affect its business, financial condition and results of operations.

In the United States, Ruthigen will be subject to various federal and state health care “fraud and abuse” laws, including anti-kickback laws, false claims laws and other laws intended to reduce fraud and abuse in federal and state health care programs, which could affect it, particularly upon successful commercialization of its products in the United States. The federal Anti-Kickback Statute makes it illegal for any person, including a prescription drug manufacturer (or a party acting on its behalf), to knowingly and willfully solicit, receive, offer or pay any remuneration that is intended to induce the referral of business, including the purchase, order or prescription of a particular drug for which payment may be made under a federal health care program, such as Medicare or Medicaid. Under federal government regulations, some arrangements, known as safe harbors, are deemed not to violate the federal Anti-Kickback Statute. Although Ruthigen seeks to structure its business arrangements in compliance with all applicable requirements, these laws are broadly written, and it is often difficult to determine precisely how the law will be applied in specific circumstances. Accordingly, it is possible that its practices may be challenged under the federal Anti-Kickback Statute. False claims laws prohibit anyone from knowingly and willfully presenting or causing to be presented for payment to third-party payers, including government payers, claims for reimbursed drugs or services that are false or

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fraudulent, claims for items or services that were not provided as claimed, or claims for medically unnecessary items or services. Cases have been brought under false claims laws alleging that off-label promotion of pharmaceutical products or the provision of kickbacks has resulted in the submission of false claims to governmental health care programs. Under the Health Insurance Portability and Accountability Act of 1996, Ruthigen is prohibited from knowingly and willfully executing a scheme to defraud any health care benefit program, including private payers, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for health care benefits, items or services. Violations of fraud and abuse laws may be punishable by criminal and/or civil sanctions, including fines and/or exclusion or suspension from federal and state health care programs such as Medicare and Medicaid and debarment from contracting with the U.S. government. In addition, private individuals have the ability to bring actions on behalf of the government under the federal False Claims Act as well as under the false claims laws of several states.

Many states have adopted laws similar to the federal anti-kickback statute, some of which apply to the referral of patients for health care services reimbursed by any source, not just governmental payers. Neither the government nor the courts have provided definitive guidance on the application of fraud and abuse laws to its business. Law enforcement authorities are increasingly focused on enforcing these laws, and if Ruthigen is found in violation of one of these laws, it could be required to pay a penalty and could be suspended or excluded from participation in federal or state health care programs, and its business, results of operations and financial condition may be adversely affected.

Ruthigen expects to face competition, often from companies with greater resources and experience.

The pharmaceutical industry is highly competitive and subject to rapid change. The industry continues to expand and evolve as an increasing number of competitors and potential competitors enter the market. Many of these competitors and potential competitors have substantially greater financial, technological, managerial and research and development resources and experience than Ruthigen. Some of these competitors and potential competitors have more experience than Ruthigen does in the development of pharmaceutical products, including validation procedures and regulatory matters. Ruthigen is aware of three companies in the United States and/or Europe that produce HOCl based products intended for medical applications, including Novabay, Oculus and Puricore, which Ruthigen considers its potential competitors in this regard. In addition, many other companies have commercialized or are developing antibiotics that aim to address the increasingly growing concern of post-surgical infections, including Achaogen, Basilea, Cempra, Cubist Pharmaceuticals, Durata Therapeutics, Forest Laboratories & Astra Zeneca, GlaxoSmithKline, Merck, Paratek, Rempex, Rib-X, Tetraphase Pharmaceuticals, and Trius. If Ruthigen is unable to compete successfully with these and other potential future competitors, Ruthigen may be unable to grow and sustain revenues, if any.

Risks Relating to Ruthigen’s Financial Position and Need for Additional Capital

Ruthigen’s limited operating history makes evaluating its business and future prospects difficult, and may increase the risk of any investment in its securities.

Ruthigen was incorporated in Nevada in January 2013 as a wholly owned subsidiary of Oculus. Ruthigen reincorporated in Delaware on September 25, 2013. Ruthigen has a limited operating history on which to evaluate its business. Ruthigen has incurred net losses since it began operations in October 2011. Through December 31, 2014, Ruthigen had an accumulated deficit of $8,806,000. These losses have resulted principally from costs incurred in connection with its research and development activities, pre-clinical tests and other regulatory activities, preparations for its initial public offering, other general and administrative costs associated with its operations, and carve-out financial information from Oculus prior to its incorporation on January 18, 2013. Ruthigen faces considerable risks and difficulties as a company with limited operating history. If Ruthigen does not successfully address these risks, its business, prospects, operating results and financial condition may be materially and adversely harmed.

Ruthigen expects to incur significant additional operating losses over the next several years as it expand its research and development efforts, pre-clinical testing and clinical trials, and implement manufacturing, marketing and sales programs. In addition, as its development testing activities continue, its operating losses may increase. Further, this may result in negative cash flow in future periods as Ruthigen funds operating

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losses and capital expenditures, and, therefore, will result in decreases in its working capital, total assets and stockholder’s equity, which may not be offset by future financings. Ruthigen’s limited operating history makes it particularly difficult for it to predict its future operating results and appropriately budget for its expenses. In the event that actual results differ from its estimates or it adjusts its estimates in future periods, its operating results and financial position could be materially affected.

Moreover, Ruthigen does not have a product approved for commercial sale. Ruthigen has limited experience as a newly formed research and development stage entity in the biopharmaceutical field, and its prospects must be considered in light of the fact that it has not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the pharmaceutical or biotechnology areas. These risks include, but are not limited to, unforeseen capital requirements, delays in obtaining regulatory approvals, failure to gain market acceptance and competition from foreseen and unforeseen sources. Accordingly, you should consider its prospects in light of the costs, uncertainties, delays and difficulties encountered by companies in the early stage of development.

Ruthigen’s operating results for the foreseeable future will depend significantly on its ability to fund its research and development programs for, obtain regulatory approval of, and to successfully commercialize its drug candidates.

RUT58-60 is currently its only drug candidate in a clinical trial. Ruthigen may not receive revenues or royalties from commercial sales of RUT58-60 or any other drug in the foreseeable future, if at all.

Ruthigen’s development of drug candidates involves a high degree of risk. Many important factors affect its ability to successfully develop and commercialize RUT58-60, and its other drug candidates including its ability to:

Ruthigen cannot assure you that it will successfully develop and commercialize RUT58-60, or its other drug candidates, or that it will obtain required regulatory approvals for its commercialization. As a result, it may never generate revenues from RUT58-60 sales or sales of its other drug candidates. To date, Ruthigen has not generated any revenue from RUT58-60 or any other product and it does not know when, or if, it will generate any revenue in the future. Ruthigen may never be able to successfully develop or commercialize RUT58-60 or any other product. Even if Ruthigen does commercialize RUT58-60 or other product candidates in the future, it may incur significant sales, marketing, manufacturing and other general and administrative expenses, as well as continued research and development expenses. As a result, Ruthigen cannot predict when it will become profitable, if at all, and if it does, it may not remain profitable for any substantial period of time. If Ruthigen fails to achieve profitability within the timeframe expected by investors, the market price of the common stock may decline, and, therefore, may negatively impact its ability to raise capital, invest in or expand its business, acquire additional products or licenses, commercialize its products, or continue its operations.

Ruthigen will need additional funding to advance its clinical trial programs, launch and commercialize its lead drug candidate or any other product candidate.

Pharmaceutical product development, which includes research and development, pre-clinical and clinical studies and human clinical trials, is a time-consuming and expensive process that takes years to complete. Ruthigen expect that its expenses will increase substantially if and when it advances RUT58-60 into future

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clinical trials, seeks regulatory approval for RUT58-60 for the abdominal surgery indication, seeks regulatory approval for RUT58-60 in additional surgical and traumatic injury indications, pursues development of additional innovative HOCl based pharmaceutical formulations and/or pursues development of HOCl based pharmaceuticals in additional indications. If Ruthigen obtains marketing approval for RUT58-60 or any other product candidate that it develops, licenses, or acquires, it expects to incur significant commercialization expenses related to pre-launch activities, regulatory compliance requirements, sales and marketing, manufacturing and distribution. Additionally, Ruthigen may incur expenses directly related to license and product acquisitions.

Ruthigen believes that its existing cash, which includes the proceeds from its initial public offering, will be sufficient to fund its current operations into the quarter ending June 30, 2016, including any transaction related expenses, in the event the contemplated merger with Pulmatrix does not close. These funds will not be sufficient to enable Ruthigen to conduct future clinical trials, seek marketing approval for RUT58-60 or commercially launch RUT58-60, or any other drug candidate, in the United States or any other country or geographic area.

Ruthigen’s inability to raise capital on acceptable terms in the future may cause it to delay, diminish, or curtail its operations, and such inability would have a material adverse effect on its business and financial condition.

Ruthigen expects capital outlays and operating expenditures to increase over the next several years as Ruthigen works to conduct clinical trials, establish independent manufacturing operations, commercialize its products and expand its infrastructure. Ruthigen may need to raise additional capital to, among other things:

Ruthigen’s present and future funding requirements will depend on many factors, including but not limited to:

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Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on its growth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans.

Market and economic conditions may negatively impact its business, financial condition and share price.

Concerns over inflation, energy costs, geopolitical issues, the U.S. mortgage market and a declining real estate market, unstable global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth going forward, increased unemployment rates, and increased credit defaults in recent years. Ruthigen’s general business strategy may be adversely affected by any such economic downturns, volatile business environments and continued unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive. In addition, there is a risk that one or more of its current and future service providers, manufacturers, suppliers, hospitals and other medical facilities, its third party payors, and other partners could be negatively affected by difficult economic times, which could adversely affect its ability to attain its operating goals on schedule and on budget or meet its business and financial objectives.

Risks Related to Intellectual Property

If Ruthigen and Oculus do not obtain protection for their respective intellectual property rights, their competitors may be able to take advantage of their research and development efforts to develop competing drugs.

Ruthigen’s success, competitive position and future revenues will depend in part on its ability and the ability of Oculus, the licensor of intellectual property rights relating to RUT58-60, to obtain and maintain patent protection for its products, methods, processes and other technologies, to preserve its trade secrets, to prevent third parties from infringing on its proprietary rights and to operate without infringing the proprietary rights of third parties. Under the License and Supply Agreement that Ruthigen has entered into with Oculus, Ruthigen holds certain exclusive patent rights for a specified field and territory, including licensed rights under U.S. patents and U.S. patent applications as well as licensed rights under foreign patents and patent applications owned by Oculus.

Ruthigen may file additional patent applications both in the United States and in other countries, as appropriate. However, the patent process is subject to numerous risks and uncertainties, and there can be no assurance that Ruthigen will be successful in protecting its products by obtaining and defending patents. These risks and uncertainties include but are not limited to the following:

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In addition, the U.S. Patent and Trademark Office and patent offices in other jurisdictions have often required that patent applications concerning pharmaceutical and/or biotechnology-related inventions be limited or narrowed substantially to cover only the specific innovations exemplified in the patent application, thereby limiting the scope of protection against competitive challenges. Thus, even if Ruthigen or Oculus are able to obtain patents, the patents may be substantially narrower than anticipated.

In addition to patents, Ruthigen also rely on trade secrets and proprietary know-how. Although Ruthigen take measures to protect this information by entering into confidentiality and inventions agreements with its employees, scientific advisors, consultants, and collaborators, Ruthigen cannot provide any assurances that these agreements will not be breached, that Ruthigen will be able to protect itself from the harmful effects of disclosure if they are breached, or that its trade secrets will not otherwise become known or be independently discovered by competitors. If any of these events occurs, or Ruthigen otherwise loses protection for its trade secrets or proprietary know-how, the value of this information may be greatly reduced.

Patent protection and other intellectual property protection are important to the success of its business and prospects, and there is a substantial risk that such protections will prove inadequate.

Ruthigen’s intellectual property may not be sufficient to protect its products from competition and may negatively affect its business as well as limit its partnership or acquisition appeal.

Ruthigen may be subject to competition despite the existence of intellectual property that it may license or own. Ruthigen can give no assurances that its intellectual property protection will be sufficient to prevent third parties from designing around patents it owns or licenses and developing and commercializing competitive products. The existence of competitive products that avoid its intellectual property could materially adversely affect its operating results and financial condition. Furthermore, limitations, or perceived limitations, in its intellectual property may limit the interest of third parties to partner, collaborate or otherwise transact with Ruthigen, if third parties perceive a higher than acceptable risk to commercialization of its products or future products.

Ruthigen may elect to sue a third party, or otherwise make a claim, alleging infringement or other violation of patents, trademarks, trade dress, copyrights, trade secrets, domain names or other intellectual property rights that it either owns or licenses. If Ruthigen does not prevail in enforcing its intellectual property rights in this type of litigation, Ruthigen may be subject to:

A third party may also challenge the validity, enforceability or scope of the intellectual property rights that Ruthigen licenses or owns; and, the result of these challenges may narrow the scope or claims of or invalidate patents that are integral to RUT58-60 or other drug candidates in the future. There can be no assurance that Ruthigen will be able to successfully defend patents it owns or licenses in an action against third parties due to the unpredictability of litigation and the high costs associated with intellectual property litigation, amongst other factors.

Intellectual property rights and enforcement may be less extensive in jurisdictions outside of the United States; thus, Ruthigen may not be able to protect its intellectual property and third parties may be able to market competitive products that may use some or all of its intellectual property.

Changes to patent law may substantially change the regulations and procedures surrounding patent applications, issuance of patents, and prosecution of patents. Ruthigen can give no assurances that its patents and those of any licensor can be defended or will protect us against future intellectual property challenges, particularly as they pertain to changes in patent law and future patent law interpretations.

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The actual or purported intellectual property rights of third parties may negatively affect Ruthigen’s business.

A third party may sue Ruthigen or its licensor or otherwise make a claim, alleging infringement or other violation of the third party’s intellectual property rights. If Ruthigen does not prevail in successfully defending this type of litigation, Ruthigen may be required to:

The costs of defending an intellectual property claim could be substantial and could materially adversely affect Ruthigen’s operating results and financial condition, even if Ruthigen successfully defends such claims. Ruthigen cannot offer assurances that it will be able to defend itself against claims by third parties due to the high costs associated with intellectual property litigation, amongst other factors.

Intellectual property rights in the field of surgical medicine frequently involve complex legal and factual questions. Ruthigen is not guaranteed the right to practice its patented technology or develop, manufacture or commercialize its patented products even if it owns or licenses patent rights relating to its products. Ruthigen cannot be certain that a competitor or other third party does not have or will not obtain rights to intellectual property that may prevent it from manufacturing, developing or marketing certain of its products, regardless of whether Ruthigen believes such intellectual property rights are valid and enforceable or Ruthigen believes it would be otherwise able to develop a more commercially successful product, which may harm its operating results and financial condition.

Furthermore, any intellectual property litigation could be perceived negatively by securities analysts or investors which could have a material adverse effect on the value of its securities.

If Ruthigen materially breaches or defaults under its License and Supply Agreement with Oculus, Oculus will have the right to terminate the agreement and Ruthigen could lose critical license rights, which would materially harm its business.

Ruthigen does not currently own any patents, trademarks, or copyrights; however, its business is substantially dependent upon certain intellectual property rights that Ruthigen licenses from Oculus. Therefore, its commercial success will depend to a large extent on its ability to maintain and comply with its obligations under its License and Supply Agreement with Oculus. Its License and Supply Agreement with Oculus provides Oculus with the right to terminate the License and Supply Agreement for an uncured breach by Ruthigen, or if Ruthigen is insolvent or the subject of a bankruptcy proceeding, or potentially other reasons. In addition, under the License and Supply Agreement, Ruthigen is required to use commercially reasonable efforts to satisfy certain development milestones and other obligations with regard to the development and commercialization of RUT58-60 in order for it to maintain the license. Ruthigen expects that other technology in-licenses that it may enter into in the future will contain similar provisions and impose similar obligations on it. If Ruthigen fails to comply with any such obligations to Oculus or future licensors, such licensor will likely terminate their out-licenses to Ruthigen, in which case Ruthigen would not be able to market products covered by these licenses, including the RUT58-60 technology. The loss of its license with Oculus with respect to the RUT58-60 technology, and potentially other licenses that Ruthigen enters into in the future, would have a material adverse effect on its business. In addition, its failure to comply with obligations under its material in-licenses may cause it to become subject to litigation or other potential disputes under any such license agreements.

In addition, Ruthigen’s License and Supply Agreement with Oculus requires it to make certain payments, including license fees, milestone payments royalties, and other such terms typically required under licensing agreements and these types of technology in-licenses could make it less profitable for Ruthigen to develop product candidates utilizing these existing product candidates and technologies.

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Ruthigen may be subject to claims that its employees, independent consultants or agencies have wrongfully used or inadvertently disclosed confidential information of third parties.

Ruthigen employ individuals and contract with independent consultants and agencies that may have previously worked at or conducted business with third parties; and, Ruthigen may be subject to claims that it or its employees, consultants or agencies have inadvertently or otherwise used or disclosed confidential information of its employees’ former employers or other third parties. Ruthigen may also be subject to claims that former employers or other third parties have an ownership interest in its patents. Litigation may be necessary to defend against these claims. There is no guarantee of success in defending these claims, and if Ruthigen is successful, litigation could result in substantial cost and be a distraction to its management and other employees.

Risks Related to its Relationship with Oculus

Approval of commercial terms between Ruthigen and Oculus does not preclude the possibility of stockholder litigation, including but not limited to derivative litigation nominally against Oculus and against its directors and officers and also against Ruthigen and its directors and officers.

The commercial terms of the License and Supply Agreement, shared services agreement and separation agreement that Ruthigen has entered into with Oculus have been negotiated on behalf of Oculus by a Special Transaction Committee consisting solely of disinterested Oculus directors. Ruthigen believes such negotiations have been at arms’ length. Ruthigen has no basis for believing that the terms of these agreements will not be in the best interests of both Oculus and its stockholders and also Ruthigen and its stockholders. Nonetheless, no assurance can be given that any stockholder of Oculus will not claim in a lawsuit that such terms in fact are not in the best interests of Oculus and its stockholders, that the directors and officers of Oculus breached their fiduciary duties in connection with such agreements and that any disclosures by Oculus to its stockholders regarding these agreements and the relationship between Oculus and Ruthigen did not satisfy applicable requirements. In any such instance, Ruthigen and its directors and officers may also be named as defendants and Ruthigen would have to defend itself and its directors and officers. While Ruthigen will seek indemnification from Oculus under the terms of these agreements against any damages or other costs, which could be substantial, no such indemnification has yet been agreed to or may be agreed to and be in effect. Further, any such litigation would be time-consuming and would divert focus and resources from the development of Ruthigen’s product candidates and its business.

Your investment in Ruthigen’s securities may be adversely affected due to Oculus’ ownership of its common stock.

The liquidity of the market for its common stock may be constrained for as long as Oculus continues to hold a significant position in its common stock. As of April 20, 2015, Oculus holds approximately 34% of Ruthigen’s outstanding common stock and approximately 42% of the voting power of Ruthigen’s common stock. Additionally, without a distribution or other liquidity event of the shares of Ruthigen common stock held by Oculus, there will be limited liquidity in the market for its common stock, which will impact its stockholders and its stock price. A lack of liquidity in the market for its common stock may adversely affect its stock price and therefore, its ability to raise additional funds in the public markets, which may have a material adverse effect on its ability to grow its business.

The ownership by its executive officers and its directors of shares of Oculus common stock and rights to purchase Oculus common stock may create, or may create the appearance of, conflicts of interest.

The ownership by its executive officers and its directors of shares of Oculus common stock, options to purchase shares of Oculus common stock, or other equity awards of Oculus may create, or may create the appearance of, conflicts of interest. Ruthigen’s chief executive officer and chairman of the board served as the chief executive officer of Oculus until February 2013 and chairman of the board of Oculus until February 2014. Ruthigen’s chief financial officer since February 2013 has been granted options in Oculus. Two of its three directors formerly served on the board of directors of Oculus. Because of the current and former positions of its executive officers and its directors with Oculus, they own shares of Oculus common stock, options to purchase shares of Oculus common stock or other equity awards of Oculus. Ownership by its

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executive officers and directors of common stock or options to purchase common stock of Oculus, or any other equity awards, may create the appearance of conflicts of interest when these individuals are faced with decisions that could have different implications for Oculus than the decisions have for Ruthigen. Any perceived conflicts of interest resulting from investors questioning the independence of its management or the integrity of corporate governance procedures may materially affect its stock price.

Any disputes that arise between Ruthigen and Oculus with respect to its past and ongoing relationships could harm its business operations.

Disputes may arise between Ruthigen and Oculus in a number of areas relating to its past and ongoing relationships, including:

Ruthigen is a party to a the separation agreement with Oculus related to the separation of its business operations from those of Oculus that contains certain limitations on Oculus’ ability to control various aspects of its business and operations, notwithstanding Oculus’ substantial ownership position in its common stock.

Ruthigen and its stockholders may not achieve some or all of the expected benefits of its separation from Oculus.

Ruthigen is focused on developing HOCl based drugs to prevent and treat infection in invasive applications. Drug development is an expensive and time-consuming process, but Ruthigen believes the knowledge it has gained while operating as a subsidiary of Oculus has helped expedite this process. However, in order to realize the value proposition of Ruthigen as a drug development company, it intends to target early stage healthcare and pharmaceutical focused investors, who are interested in investing in drug development companies and who appreciate the risks, rewards and typically longer investment timelines associated with such investments. In order to successfully attract this type of new investment, Ruthigen believes it is critical that it separates from Oculus, because Ruthigen believes that doing so will provide it with some or all of the following benefits:

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Risks Related to Ruthigen Common Stock

The trading market in Ruthigen common stock has been extremely limited.

Since its initial listing on the NASDAQ Capital Market on March 21, 2014, the trading market in Ruthigen’s common stock has been extremely limited. The quotation of its common stock on the NASDAQ Capital Market does not assure that a meaningful, consistent and liquid trading market currently exists. Ruthigen cannot predict whether a more active market for its common stock will develop in the future. An absence of an active trading market could adversely affect its stockholders’ ability to sell its common stock at current market prices in short time periods, or possibly at all. Additionally, market visibility for its common stock may be limited and such lack of visibility may have a depressive effect on the market price for its common stock. As of April 20, 2015, approximately fifty percent 50% of its outstanding shares of common stock was controlled by its officers, directors, beneficial owners of 5% or more of its securities and their respective affiliates, which adversely affects the liquidity of the trading market for its common stock, in as much as federal securities laws restrict sales of its shares by these stockholders. If its affiliates continue to hold their shares of common stock, there will be limited trading volume in its common stock, which may make it more difficult for investors to sell their shares or increase the volatility of its stock price. In addition, as of April 20, 2015, 2,000,000 shares of common stock, or 42% of its outstanding shares, were restricted from resale under securities laws or as a result of lock-up agreements, further limiting the liquidity of its common stock; however, such lock-up agreements will expire at the close of business on August 13, 2015 or upon the successful completion of the Merger with Pulmatrix.

The price of Ruthigen’s common stock may fluctuate substantially.

The market price of its common stock may fluctuate, as a result of, among other factors:

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In addition, if the market for stocks in its industry or industries related to its industry, or the stock market in general, experiences a loss of investor confidence, the trading price of its common stock could fluctuate or decline for reasons unrelated to its business, financial condition and results of operations. If any of the foregoing occurs, it could cause its stock price to fall and may expose Ruthigen to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

Raising additional capital may cause dilution to existing stockholders, restrict its operations or require it to relinquish rights.

Ruthigen may seek the additional capital necessary to fund its operations through public or private equity offerings, debt financings, and collaborative and licensing arrangements. To the extent that it raises additional capital through the sale of equity or convertible debt securities, existing stockholders ownership interests will be diluted and the terms may include liquidation or other preferences that adversely affect their rights as a stockholder. Debt financing, if available, may involve agreements that include covenants limiting or restricting its ability to take specific actions such as incurring additional debt, making capital expenditures, or declaring dividends. If Ruthigen raises additional funds through collaboration and licensing arrangements with third parties, it may have to relinquish valuable rights to its technologies or grant licenses on terms that are not favorable to it.

Due to the speculative nature of warrants, there is no guarantee that it will ever be profitable for holders of the warrants to exercise the warrants.

The Series A Warrants that Ruthigen issued in its initial public offering do not confer any rights of common stock ownership on its holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of common stock at a formulaic price that is subject to adjustment for a limited period of time. The holders of its Series A Warrants may exercise their right to acquire additional shares of its common stock and Series B Warrants to purchase additional shares of its common stock. In order to do so, they must pay an exercise price of $7.25 per Series A Warrant within the two years following the date of issuance, after which date any unexercised Series A Warrants will expire and have no further value. There can be no assurance that the market price of Ruthigen’s common stock will equal or exceed the exercise price of the Series A Warrants, and consequently, whether it will ever be profitable for holders of the Series A Warrants to exercise the Series A Warrants. This same analysis applies with equal effect to its

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Series B Warrants that are issuable upon exercise of the Series A Warrants, however the exercise of the Series B Warrants is $9.0625 per share and the expiration date is five years following the date of issuance.

There is no public market for Ruthigen’s warrants, and Ruthigen does not expect one to develop.

Ruthigen sold units in its initial public offering, each of which contained one share of common stock and one Series A Warrant. The Series A Warrants are exercisable for additional shares of common stock and Series B Warrants. The Series B Warrants are issuable for additional shares of common stock. There is no public trading market for its Series A Warrants or its Series B Warrants that are issuable upon exercise of the Series A Warrants, and Ruthigen does not expect a market to develop. In addition, Ruthigen does not intend to apply for listing of the warrants on any securities exchange. Without an active market, the liquidity of its warrants will be limited.

The exercise of outstanding options and warrants to acquire shares of Ruthigen’s common stock will cause additional dilution, which could cause the price of Ruthigen’s common stock to fall.

In its initial public offering, Ruthigen issued an aggregate of 3,047,500 Series A Warrants, all of which are outstanding as of April 20, 2015. Each of its Series A Warrants is exercisable for one share of common stock and one Series B Warrant to purchase one share of common stock. Accordingly, Ruthigen has reserved 6,095,000 shares of its common stock for issuance upon exercise of its Series A Warrants and Series B Warrants. If the holders of its Series A Warrants exercise their warrants, you will experience dilution at the time they exercise their Series A Warrants. Similarly, if those who exercised their Series A Warrants also exercise the Series B Warrants they receive upon exercise of the Series A Warrants, you will experience further dilution at the time they exercise their Series B Warrants. The Series A Warrants and Series B Warrants contains price adjustment provisions, which may cause the exercise prices to be reduced relative to the initial exercise prices of 100% and 125% of the initial public offering price per unit, respectively, if Ruthigen completes future equity sales at discounts to the then-market price and below the initial exercise price of the warrants.

In addition, Ruthigen has reserved 998,355 shares of its common stock under its 2013 Employee, Director and Consultant Equity Incentive Plan, and as of April 20, 2015, a majority of these shares are subject to outstanding stock options and restricted stock units. Furthermore, Ruthigen may issue additional options, warrants and other types of equity in the future as part of stock-based compensation, capital raising transactions, technology licenses, financings, strategic licenses or other strategic transactions. To the extent these options are exercised, existing stockholders would experience additional dilution. In addition, the pool of available stock available for grant under its 2013 Employee, Director and Consultant Equity Incentive Plan increased by 232,500 shares as of January 1, 2015, and if the Incentive Plan Amendment Proposal is adopted, the plan would be subject to further increase.

“Penny stock” rules may make buying or selling Ruthigen’s securities difficult which may make its stock less liquid and make it harder for investors to buy and sell its securities.

If Ruthigen’s shares of common stock are delisted by NASDAQ and begin to trade on an over-the-counter market such as the Over-the-Counter Bulletin Board or any quotation system maintained by OTC Markets, Inc., trading in its securities will be subject to the SEC’s “penny stock” rules and it is anticipated that trading in its securities will continue to be subject to the penny stock rules for the foreseeable future. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends its securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by these requirements may discourage broker-dealers from recommending transactions in its securities, which could severely limit the liquidity of Ruthigen’s securities and consequently adversely affect the market price for its securities.

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Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and Ruthigen’s management may be required to devote substantial time to compliance matters.

As a publicly traded company, Ruthigen incurs significant additional legal, accounting and other expenses that it did not incur as a privately held, wholly owned subsidiary of Oculus. The obligations of being a public reporting company require significant expenditures, including costs resulting from public company reporting obligations under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and the listing requirements of the stock exchange on which its securities are listed. These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with. Moreover, despite recent reforms made possible by the JOBS Act, the reporting requirements, rules, and regulations will make some activities more time-consuming and costly, particularly after Ruthigen is no longer an “emerging growth company.” In addition, these rules and regulations make it more difficult and more expensive for Ruthigen to obtain director and officer liability insurance. Compliance with such requirements also places demands on management’s time and attention.

Ruthigen does not intend to pay cash dividends on its shares of common stock so any returns will be limited to the value of its shares.

Ruthigen currently anticipates that it will retain future earnings for the development, operation and expansion of its business and does not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited to the increase, if any, of its share price.

Ruthigen is an “emerging growth company” and its election to delay adoption of new or revised accounting standards applicable to public companies may result in its financial statements not being comparable to those of other public companies. As a result of this and other reduced disclosure requirements applicable to emerging growth companies, its securities may be less attractive to investors.

Ruthigen is an “emerging growth company,” as defined in the JOBS Act, and it intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Ruthigen is electing to delay such adoption of new or revised accounting standards, and as a result, it may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result of such election, its financial statements may not be comparable to the financial statements of other public companies. Ruthigen cannot predict whether investors will find its securities less attractive because it will rely on these exemptions. If some investors find its common stock less attractive as a result, there may be a less active trading market for its common stock and its stock price may be more volatile. Ruthigen may take advantage of these reporting exemptions until it is no longer an “emerging growth company.” Ruthigen could remain an “emerging growth company” until the earliest to occur of earliest of (i) the last day of the fiscal year in which it has total annual gross revenues of $1 billion or more; (ii) March 31, 2019; (iii) the date on which it has issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which it is deemed to be a large accelerated filer under the rules of the SEC.

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Ruthigen may be at risk of securities class action litigation.

Ruthigen may be at risk of securities class action litigation. This risk is especially relevant due to Ruthigen’s dependence on positive clinical trial outcomes and regulatory approvals of RUT58-60. In the past, biotechnology and pharmaceutical companies have experienced significant stock price volatility, particularly when associated with binary events such as clinical trials and product approvals. If Ruthigen faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm its business and results in a decline in the market price of its common stock.

If Ruthigen fails to comply with listing requirements, NASDAQ may delist its common stock from its exchange, which could limit investors’ ability to make transactions in its common stock and subject it to additional trading restrictions.

If Ruthigen fails to satisfy the continued listing requirements of the NASDAQ Capital Market, such as the corporate governance requirements or the minimum closing bid price requirement, the NASDAQ Stock Market (or NASDAQ) may take steps to delist its common stock. Such a delisting would likely have a negative effect on the price of its common stock and would impair its ability to sell or purchase its common stock when you wish to do so. In the event of a delisting, Ruthigen would take actions to restore its compliance with NASDAQ’s listing requirements, but Ruthigen can provide no assurance that any such action taken by it would allow its common stock to become listed again, stabilize the market price or improve the liquidity of its common stock, prevent its common stock from dropping below the NASDAQ minimum bid price requirement or prevent future non-compliance with NASDAQ’s listing requirements.

If the NASDAQ Capital Market does not maintain the listing of its securities for trading on its exchange, Ruthigen could face significant material adverse consequences, including:

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For a further list and description of such risks and uncertainties, see “RISK FACTORS” beginning on page 37 , “INFORMATION ABOUT RUTHIGEN — Ruthigen Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “INFORMATION ABOUT PULMATRIX — Pulmatrix Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this joint proxy and consent solicitation statement/prospectus. Ruthigen and Pulmatrix do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are cautioned not to place undue reliance on these forward-looking statements, because, while the respective managements of Ruthigen and Pulmatrix believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this joint proxy and consent solicitation statement/prospectus.

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MARKET AND INDUSTRY DATA

Information and management estimates contained in this joint proxy and consent solicitation statement/prospectus concerning the biotechnology industry, including general expectations and market position and market opportunity, are based on publicly available information, such as clinical studies, academic research reports and other research reports, as well as information from industry reports provided by third-party sources, such as Defined Health, EvaluatePharma, IMS Health, Kalorama Information and Medtech Insight, medical market research and analysis firms. Estimates from the management of Ruthigen and Pulmatrix are also derived from knowledge of the industry and markets in which Pulmatrix and Ruthigen operate and expect to compete. None of the sources cited in this joint proxy and consent solicitation statement/prospectus have consented to the inclusion of any data from its reports, and Ruthigen or Pulmatrix have not sought their consent. Ruthigen’s and Pulmatrix’s internal research has not been verified by any independent source, and Ruthigen and Pulmatrix have not independently verified any third-party information. In addition, while Ruthigen and Pulmatrix believes the market position and market opportunity information included in this joint proxy and consent solicitation statement/prospectus is generally reliable, such information is inherently imprecise. Such data involves risks and uncertainties and are subject to change based on various factors, including those discussed in the section titled “RISK FACTORS” beginning on page 37 of this joint proxy and consent solicitation statement/prospectus.

“iSPERSE” is one of Pulmatrix’s trademarks used in this prospectus. Other trademarks appearing in this prospectus, including “TOBI Podhaler,” “AeroVanc,” “Spiriva,” “Betadine,” “Levaquin,” “Zosyn,” “Meerem,” “Primaxin,” “Tygacil,” “Augmentin,” “Metronidazole,” “Cephalosporin,” “Doribax,” “Avelox,” “Invanz,” and “Esbriet” are the property of their respective holders. Solely for convenience, these and other trademarks, trade names and service marks referred to in this prospectus appear without the ®, ^TM and ^SM symbols, but those references are not intended to indicate, in any way, that Ruthigen, Pulmatrix or the owners of such trademarks will not assert, to the fullest extent under applicable law, their rights to these trademarks and trade names.

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THE COMPANIES

Ruthigen, Inc.

Ruthigen is a Delaware corporation that was incorporated in 2013 as a wholly owned subsidiary of Oculus. Ruthigen was operated as a wholly owned subsidiary of Oculus until the completion of its initial public offering in March 2014. Ruthigen develops pharmaceutical-grade hypochlorous acid, or HOCl, based therapeutics designed to prevent and treat infection in invasive applications. Ruthigen has been focusing on the commercialization of its lead drug candidate, RUT58-60, which is a broad spectrum anti-infective drug for the prevention and treatment of infection in surgical and trauma procedures. Ruthigen has licensed the intellectual property rights underlying the RUT58-60 from Oculus pursuant to a License and Supply Agreement with Oculus.

Ruthigen common stock trades on The NASDAQ Capital Market under the symbol “RTGN.”

Ruthigen’s principal executive offices are located at 2455 Bennett Valley Rd., Suite C116, Santa Rosa, California 95404, its telephone number is (707) 525-9900, and its website is located at www.ruthigen.com. Information on or accessed through Ruthigen’s website is not incorporated into this joint proxy and consent solicitation statement/prospectus.

Additional information about Ruthigen can be found in the sections titled “INFORMATION ABOUT RUTHIGEN — Overview” beginning on page 202 and “INFORMATION ABOUT RUTHIGEN — Ruthigen Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 225 and Ruthigen’s financial statements included elsewhere in this joint proxy and consent solicitation statement/prospectus.

Ruthigen Merger Corp.

Merger Sub is a wholly owned subsidiary of Ruthigen that was incorporated in Delaware on March 2, 2015, solely for the purpose of entering into the Merger Agreement and affecting the merger and the other transactions contemplated by the Merger Agreement. It is not engaged in any business and has no material assets. Its principal executive offices have the same address and telephone number as Ruthigen set forth above.

Pulmatrix Inc.

Pulmatrix Inc. is a Delaware corporation that was incorporated in 2003.

Pulmatrix is a clinical stage biotechnology company focused on the discovery and development of a novel class of inhaled therapeutic products intended to prevent and treat respiratory diseases and infections with significant unmet medical needs. Pulmatrix’s proprietary dry powder delivery platform, the iSPERSE ( i nhaled S mall P articles E asily R espirable and E mitted), is engineered to be small, dense particles with highly efficient dispersibility and delivery to the airways, which can be used with an array of dry powder inhaler technologies and can be formulated with a variety of drug substances. Pulmatrix is developing a pipeline of iSPERSE-based therapeutic candidates targeted at prevention and treatment of a range of rare or orphan respiratory diseases and infections, including chronic obstructive pulmonary disease, cystic fibrosis and idiopathic pulmonary fibrosis.

Pulmatrix was founded by David A. Edwards, Ph.D., professor of Biomedical Engineering at Harvard University, Mark Gabrielson, owner and general partner of p-Value Capital, Alexander Klibanov, Ph.D., professor of Chemistry and Bioengineering at Massachusetts Institute of Technology, and Robert Langer, Ph.D., professor of Chemical and Biomedical Engineering at Massachusetts Institute of Technology.

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Pulmatrix’s principal executive offices are located at 99 Hayden Avenue, Suite 390, Lexington, Massachusetts 02421, its telephone number is (781) 357-2333, and its website is located at www.pulmatrix.com. Information on or accessed through Pulmatrix’s website is not incorporated into this joint proxy and consent solicitation statement/prospectus.

Additional information about Ruthigen can be found in the sections titled “INFORMATION ABOUT PULMATRIX — Business” beginning on page 233 and “INFORMATION ABOUT PULMATRIX —  Pulmatrix Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 246 and Ruthigen’s financial statements included elsewhere in this joint proxy and consent solicitation statement/prospectus.

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THE SPECIAL MEETING OF RUTHIGEN STOCKHOLDERS

This section contains information for Ruthigen’s stockholders about special meeting of Ruthigen stockholders that has been called to consider the approval of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, the Board Declassification Proposal, the Reverse Stock Split Proposal, the Executive Package Proposal and the Adjournment Proposal.

General

Ruthigen is furnishing this joint proxy and consent solicitation statement/prospectus to the holders of Ruthigen common stock as of the record date in connection with the solicitation of proxies by the Ruthigen board of directors for use at the Ruthigen special meeting and any adjournment or postponement of its special meeting.

Date, Time and Place

The special meeting of Ruthigen stockholders will be held on June 12, 2015, at 11:00 a.m., Eastern Time, at the offices of Grushko & Mittman, 515 Rockaway Avenue, Valley Stream, New York 11851.

Purpose of the Ruthigen Special Meeting

At the Ruthigen special meeting, Ruthigen stockholders will be asked to consider and vote upon the following matters:

Ruthigen stockholders also will consider and act on any other matters as may properly come before the Ruthigen special meeting or any adjournment or postponement of the meeting, including any procedural matters incident to the conduct of the meeting.

The Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal and the Executive Package Proposal are all conditioned on each other. The Board Declassification Proposal and the Reverse Stock Split Proposal are conditioned on the approval of the Ruthigen Merger Proposal, but the approval of the Ruthigen Merger Proposal is not conditioned on the approval of the Board Declassification Proposal or the Reverse Stock Split Proposal. The Adjournment Proposal does not require approval of any other proposal to be effective. It is important for you to note that in the event that any proposal other than the Board Declassification Proposal, the Reverse Stock Split Proposal or the Adjournment Proposal does not receive the requisite vote for approval, then Ruthigen and Pulmatrix will not consummate the merger.

Recommendation of the Ruthigen Board of Directors

The Ruthigen Board of Directors has determined that it is advisable and in the best interest of Ruthigen and its stockholders to enter into the Merger Agreement and the Ruthigen board of directors has authorized and approved the terms of the Merger Agreement and the transactions contemplated thereby. Certain factors considered by the Ruthigen board of directors in reaching its decision to approve and adopt the Merger Agreement and the merger can be found in the section of this joint proxy and consent solicitation statement/prospectus entitled “THE MERGER — Ruthigen Reasons for the Merger” beginning on page 115 .

The Ruthigen board of directors unanimously recommends that Ruthigen stockholders vote “FOR” the Ruthigen Merger Proposal, “FOR” the Incentive Plan Amendment Proposal, “FOR” the Reverse Stock Split Proposal, “FOR” the Board Declassification Proposal, “FOR” the Executive Package Proposal and “FOR” the Adjournment Proposal.

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Ruthigen Record Date and Quorum

The Ruthigen board of directors has fixed the close of business on April 30, 2015 as the record date for the Ruthigen special meeting. Only the holders of record of shares of Ruthigen common stock on the Ruthigen record date are entitled to receive notice of and to vote at the Ruthigen special meeting or at any postponement(s) or adjournment(s) of the Ruthigen special meeting.

As of the Ruthigen record date, there were 4,804,290 shares of Ruthigen common stock outstanding and entitled to vote at the Ruthigen special meeting held by approximately eight holders of record. Each share of Ruthigen common stock entitles the holder to one vote at the Ruthigen special meeting on each proposal to be considered at the Ruthigen special meeting.

The presence, in person or by proxy (including stockholders who abstain or do not vote with respect to one or more of the matters presented for shareholder approval), of the holders of a majority of the shares of the stock entitled to vote at the Ruthigen special meeting is necessary to constitute a quorum to transact business. “Broker non-votes,” which are shares that are held in “street name” by a bank or brokerage firm that indicates on its proxy that it does not have discretionary authority to vote on a particular matter, will not be counted for purposes of determining whether a quorum is present.

Pursuant to the Ruthigen Bylaws, if a quorum in not present, the special meeting shall be adjourned to another place, if any, date, or time by the chairman of the meeting.

At the close of business on the Ruthigen record date, directors and executive officers of Ruthigen and their affiliates were entitled to vote 109,908 shares of Ruthigen common stock, or approximately 2.24% of the issued and outstanding shares of Ruthigen common stock on that date. Ruthigen currently expects that the Ruthigen directors and executive officers will vote their shares of Ruthigen common stock in favor of the proposed proposals, although none of them is obligated to do so.

In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be available at the meeting, and for ten (10) days prior to the meeting, at Ruthigen’s offices, 2445 Bennett Valley Rd., Suite C11, Santa Rosa, California 95404, between the hours of 9:00 a.m. and 5:00 p.m., local time.

Ruthigen stockholders will be admitted to the special meeting beginning at 11:00 a.m., local time, on June 12, 2015. If you are a stockholder of record the inspector of election will have your name on a list, and you will be able to gain entry to the special meeting with any form of government-issued photo identification, such as a driver’s license, state-issued identification card, or passport. If you hold stock in a brokerage account or in “street name” and wish to attend the special meeting in person, you will also need to bring a letter from your broker reflecting your stock ownership as of the record date, which is April 30, 2015.

Vote Required for Approval

Approval of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, the Reverse Stock Split Proposal, the Executive Package Proposal and the Adjournment Proposal requires the affirmative vote of holders of at least a majority of the shares of Ruthigen common stock voting for or against such proposals. Approval of the Board Declassification Proposal requires the affirmative vote of holders of at least eighty percent (80%) of the outstanding shares of Ruthigen common stock.

Abstentions and Broker Non-Votes

If you are a Ruthigen stockholder and mark “ABSTAIN” on your proxy with respect to any of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, the Reverse Stock Split Proposal, the Executive Package Proposal or the Adjournment Proposal, it will not be counted with respect to the vote and will have no effect on the proposal, although abstentions will be considered present for the purpose of determining the presence of a quorum. If you fail to submit a proxy or vote in person at the Ruthigen special meeting, it will also have no effect on the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, the Reverse Stock Split Proposal, the Executive Package Proposal or the Adjournment Proposal.

Banks, brokers and other nominees that hold their customers’ shares in “street name” may not vote their customers’ shares on “non-routine” matters without instructions from their customers. As each of the proposals to be voted upon at the Ruthigen special meeting is considered “non-routine,” such organizations

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do not have discretion to vote on any of the proposals. As a result, if you fail to provide your broker, bank or other nominee with any instructions regarding how to vote your shares of Ruthigen common stock, your shares will not be considered present at the Ruthigen special meeting and will not be voted and will have no effect on the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal, the Reverse Stock Split Proposal, the Executive Package Proposal or the Adjournment Proposal.

Notwithstanding the above, abstentions, or if you fail to submit a proxy or vote, will have the same effect as a vote against the Board Declassification Proposal.

Manner of Submitting Proxy

Whether or not you plan to attend the Ruthigen special meeting in person, you should submit your proxy as soon as possible. If you own shares of Ruthigen common stock in your own name, you are an owner or holder of record. This means that you may use the enclosed proxy card or the Internet or telephone voting options to tell the persons named as proxies how to vote your shares of Ruthigen common stock. You may vote your shares of Ruthigen common stock held of record in any of the following ways:

The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly. Submitting a proxy will not affect your right to vote in person if you decide to attend the Ruthigen special meeting.

The Ruthigen board of directors has appointed Hojabr Alimi and Sameer Harish to serve as proxies for the Ruthigen special meeting.

If a proxy card is signed and returned without an indication as to how the shares of Ruthigen common stock represented by the proxy are to be voted with regard to a particular proposal, the Ruthigen common stock represented by the proxy will be voted “FOR” each such proposal. As of the date of this joint proxy and consent solicitation statement/prospectus, Ruthigen has no knowledge of any business that will be presented for consideration at the Ruthigen special meeting and which would be required to be set forth in this joint proxy and consent solicitation statement/prospectus other than the matters set forth in the accompanying Notice of Special Meeting of Stockholders of Ruthigen. In accordance with the Ruthigen Bylaws and Delaware law, business transacted at the Ruthigen special meeting will be limited to those matters set forth in such notice.

Your vote as a Ruthigen stockholder is very important. Please submit your proxy as soon as possible, whether or not you plan to attend the Ruthigen special meeting in person.

Shares Held in Street Name

If you are a Ruthigen stockholder and your shares are held in “street name” by a broker, bank or other nominee, you will receive instructions from your bank, brokerage firm or other nominee that you must follow

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in order to have your shares of Ruthigen common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted.

You may not vote shares held in “street name” by returning a proxy card directly to Ruthigen or by voting in person at the Ruthigen special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. Further, brokers, banks or other nominees who hold shares of Ruthigen common stock on behalf of their customers may not give a proxy to Ruthigen to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these matters. Therefore, if you are an Ruthigen stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your shares will NOT be voted on any of the proposals to be voted upon at the Ruthigen special meeting, which will have the same effect as described above under “— Abstentions and Broker Non-Votes.”

Revocation of Proxies and Voting Instructions

If your shares of Ruthigen common stock are registered in your own name, you may revoke your proxy in one of the following ways by:

If your shares of Ruthigen common stock are held in “street name”, your bank, broker or other nominee should provide instructions explaining how you may change or revoke your voting instructions.

Tabulation of Votes

Ruthigen will appoint Broadridge Financial Solutions, Inc. as inspector of election for the Ruthigen special meeting to tabulate the affirmative and negative votes, broker non-votes and abstentions.

Solicitation of Proxies

The cost of solicitation of proxies from Ruthigen stockholders will be borne by Ruthigen. Ruthigen has engaged a professional proxy solicitation firm, Georgeson Inc. (“Georgeson”), to assist in soliciting proxies for use at the Ruthigen special meeting. Ruthigen will pay Georgeson an estimated fee of approximately $8,500 to $15,000 and will reimburse Georgeson for its out-of-pocket expenses. In addition to solicitation by Georgeson and use of the mail, proxies may be solicited by directors, officers and employees of Ruthigen in person or by telephone, telegram or other means of communication. These directors, officers and employees will not receive additional compensation for their efforts but will be reimbursed for reasonable out-of-pocket expenses they incur in connection with the solicitation. Ruthigen will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses incurred in forwarding of solicitation materials to the beneficial owners of Ruthigen common stock and collecting voting instructions.

Assistance

If you need assistance in completing your proxy card or have questions regarding the various voting options with respect to the Ruthigen special meeting, please contact Georgeson:

Georgeson Inc.
480 Washington Blvd., 26 ^th Floor,
Jersey City, New Jersey 07310
Telephone Toll Free: (800) 509-0976
E-mail: ruthigenproxy@georgeson.com

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PROPOSALS SUBMITTED TO RUTHIGEN STOCKHOLDERS
RUTHIGEN PROPOSAL 1 — APPROVAL OF THE RUTHIGEN MERGER PROPOSAL

As discussed in this joint proxy and consent solicitation statement/prospectus, Ruthigen is asking its stockholders to approve the Ruthigen Merger Proposal, which includes an approval of the merger, the Merger Agreement and the transactions contemplated thereby, including the issuance of shares in connection therewith. For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the issuance of shares of Ruthigen common stock in the merger throughout this joint proxy and consent solicitation statement/prospectus, including the information set forth in sections entitled “THE MERGER” beginning on page 108 and “THE MERGER AGREEMENT” beginning on page 145 . A copy of the Merger Agreement is attached as Annex A to this joint proxy and consent solicitation statement/prospectus and incorporated herein by reference. You are urged to read carefully this joint proxy and consent solicitation statement/prospectus and the Merger Agreement attached hereto in their entirety before voting on this proposal.

The Merger Agreement provides that Ruthigen will issue shares of Ruthigen common stock at the Exchange Ratio of 0.148187124066461 shares of Ruthigen common stock for each outstanding share of Pulmatrix common stock, warrants to purchase shares of Ruthigen common stock in exchange for the Outstanding Warrants to purchase an aggregate of 53,817,097 shares of Pulmatrix common stock at an exercise price of $0.448266 per whole share, after adjusting the number of shares and the exercise price thereof by the Exchange Ratio, and an aggregate of 5,850,000 shares of Ruthigen common stock to be held in escrow to secure indemnification obligations pursuant to the Merger Agreement. In addition, Ruthigen will issue shares of Ruthigen common stock to certain lenders of Pulmatrix upon the conversion of the bridge loans to be assumed by Ruthigen in the original principal amount of $4.5 million into shares of Ruthigen common stock at the rate of $2.75 per share of Ruthigen common stock immediately following consummation of the merger.

The aggregate number of shares of common stock that Ruthigen will issue pursuant to the terms of the Merger Agreement and as described herein will be in excess of twenty percent (20%) of Ruthigen’s pre-merger outstanding shares of common stock. Accordingly, Ruthigen is asking its stockholders to approve the Ruthigen Merger Proposal in accordance with the NASDAQ Listing Rules.

Under Delaware law, the adoption of the Merger Agreement and the approval of the merger by Merger Sub do not require approval of the Ruthigen stockholders. Accordingly, the vote of Ruthigen stockholders required to approve the transaction is the affirmative vote of a majority of votes cast for or against the proposal by holders of Ruthigen common stock entitled to vote and represented in person or by proxy at the Ruthigen special meeting and not the majority of the outstanding stock of Ruthigen entitled to vote.

Pursuant to the Merger Agreement, approval of the Ruthigen Merger Proposal is a condition to the closing of the merger. The approval of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal and the Executive Package Proposal are all conditioned on the approval of each other. Accordingly, if any of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal or the Executive Package Proposal is not approved, the merger will not be completed.

Appointment of Stockholder Representatives

By virtue of voting for the approval of the issuance of the merger consideration pursuant to the Merger Agreement, Ruthigen stockholders will be deemed to constitute and appoint Collateral Agents LLC as the pre-merger Ruthigen stockholders’ representative and attorney-in-fact, or Pre-Merger Ruthigen Stockholders’ Representative, with respect to taking any and all actions specified or contemplated by the indemnification and reimbursement provisions under the Merger Agreement or as provided under the Escrow Agreement, subject to Exhibit H to the Merger Agreement.

Required Vote

Approval of the Ruthigen Merger Proposal requires the affirmative vote of a majority of votes cast for or against the proposal by holders of Ruthigen common stock entitled to vote and represented in person or by proxy at the Ruthigen special meeting, assuming a quorum is present.

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Recommendation of the Ruthigen Board of Directors

THE RUTHIGEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT RUTHIGEN STOCKHOLDERS VOTE “FOR” THE RUTHIGEN MERGER PROPOSAL.

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RUTHIGEN PROPOSAL 2 — APPROVAL OF THE INCENTIVE PLAN AMENDMENT
PROPOSAL TO APPROVE THE RUTHIGEN, INC. AMENDED AND RESTATED
2013 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN

General

Ruthigen is requesting that its stockholders vote to approve the Ruthigen, Inc. Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan, which amends and restates the Ruthigen, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan. After the Merger, Ruthigen will rename the plan, as amended and restated, the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (the “New 2013 Plan”). Ruthigen’s compensation committee and Ruthigen’s board of directors have unanimously approved the New 2013 Plan, subject to the approval of Ruthigen’s stockholders. The New 2013 Plan will allow for the issuance of up to 6,853,319 pre-reverse stock split shares of Ruthigen’s common stock pursuant to awards to be granted under the New 2013 Plan.

Pursuant to the Merger Agreement, approval of the Incentive Plan Amendment Proposal is a condition to the closing of the merger. The approval of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal and the Executive Package Proposal are all conditioned on the approval of each other. Accordingly, if any of the Ruthigen Merger Proposal, the Incentive Plan Amendment Proposal or the Executive Package Proposal is not approved, the merger will not be completed.

As of April 20, 2015, 315,836 options to purchase shares of Ruthigen’s common stock were outstanding under the Ruthigen, Inc. 2013 Employee, Director and Consultant Equity and Incentive Plan, 324,047 restricted stock units were outstanding under the Ruthigen, Inc. 2013 Employee, Director and Consultant Equity and Incentive Plan, and 102,664 shares remained available for future grants.

The New 2013 Plan is being submitted to Ruthigen’s stockholders for approval in order to ensure (i) favorable federal income tax treatment for grants of incentive stock options under Section 422 of the Code, and (ii) eligibility to receive a federal income tax deduction for certain compensation to be received by Ruthigen’s executive officers under the New 2013 Plan by complying with Section 162(m) of the Code. Approval by Ruthigen’s stockholders of the New 2013 Plan is also required by the Nasdaq Stock Market Listing Standards.

The New 2013 Plan is being amended and restated to increase the number of shares authorized thereunder from 1,230,855 pre-reverse stock split shares currently to 6,853,319 pre-reverse stock split shares, to comply with the requirements imposed by Section 162(m) of the Code and related regulations in order to preserve, to the extent desirable, the tax deduction available to Ruthigen for certain awards made under the New 2013 Plan and to provide an increase in the number of shares of common stock available for issuance under the “evergreen” provision. Section 162(m) of the Code generally denies a public corporation a deduction for compensation in excess of $1,000,000 paid to each of its covered employees unless the compensation is exempt from the $1,000,000 limitation because it qualifies as performance-based compensation. Covered employees include the CEO, and the three most highly compensated officers (other than the CEO and the CFO) whose compensation is reported to stockholders under the Exchange Act for the taxable year. Ruthigen believes that it is in the best interests of Ruthigen and its stockholders to structure the New 2013 Plan so that Ruthigen is in a position to maximize corporate deductibility of executive compensation to the extent that it may be desirable to do so. In order to qualify as performance-based compensation, the compensation paid under a plan to covered employees must be paid under pre-established objective performance goals determined and certified by a committee comprised of outside directors. In addition to other requirements for the performance-based compensation exception, stockholders must be advised of, and must approve, the material terms (or changes in material terms) of the performance goals under which compensation is to be paid. Material terms include: (i) the employees eligible to receive compensation; (ii) a description of the business criteria on which the performance goal is based; and (iii) either the maximum amount of the compensation to be paid if the performance goal is met or the formula used to calculate the amount of compensation if the performance goal is met. The New 2013 Plan’s provisions regarding eligibility and the maximum amount of compensation that may be granted during any calendar year are described below under “Eligibility” and “Shares Available for Issuance” and the performance goals are described below under “Performance Goals.”

TABLE OF CONTENTS

Ruthigen’s future success depends, in large part, upon Ruthigen’s ability to maintain a competitive position in attracting, retaining and motivating key personnel. Ruthigen believes that amending and restating the New 2013 Plan as set forth herein is essential to continue to provide long-term, equity-based incentives to present and future key employees, consultants and directors. Accordingly, Ruthigen’s board of directors believes approval of the New 2013 Plan, as amended and restated, is in Ruthigen’s best interests and those of its stockholders and recommends a vote “FOR” the approval of the New 2013 Plan.

The following is a brief summary of the New 2013 Plan, as amended and restated. This summary is qualified in its entirety by reference to the text of the New 2013 Plan, a copy of which is attached as Annex K to this Proxy Statement.

Material Features of the New 2013 Plan

Eligibility.   The New 2013 Plan allows Ruthigen, under the direction of the compensation committee, to make grants of stock options, restricted and unrestricted stock awards and other stock-based awards to employees, consultants and directors who, in the opinion of Ruthigen’s compensation committee, are in a position to make a significant contribution to Ruthigen’s long-term success. The purpose of these awards is to attract and retain key individuals, further align employee and stockholder interests, and to closely link compensation with Company performance. All employees, directors and consultants of the Company and its affiliates are eligible to participate in the New 2013 Plan. Following the merger, Ruthigen anticipates that there will be approximately 45 individuals eligible to participate in the New 2013 Plan. On April 20, 2015, the closing market price per share of Ruthigen’s common stock was $3.79, as reported by the Nasdaq Capital Market.

Shares Available for Issuance.   The New 2013 Plan provides for the issuance of up to 6,853,319 pre-reverse stock split shares of Ruthigen’s common stock. In addition, the New 2013 Plan contains an “evergreen” provision, which allows for an annual increase in the number of shares of Ruthigen’s common stock available for issuance under the plan on the first day of each fiscal year beginning in calendar year 2016. The annual increase in the number of shares shall be equal to the lowest of: (i) 2,551,500 shares of Ruthigen’s common stock; (ii) five percent (5%) of the number of shares of Ruthigen’s common stock outstanding as of such date; and (iii) an amount determined by Ruthigen’s board of directors.

Generally, shares of common stock subject to awards under the New 2013 Plan that lapse, are forfeited or are canceled will be added back to the share reserve available for future awards. However, shares of common stock tendered in payment for an award or shares of common stock withheld for taxes will not be available again for grant. The New 2013 Plan provides that no participant may receive awards for more than 2,000,000 shares of common stock in any fiscal year.

Plan Administration.   In accordance with the terms of the New 2013 Plan, Ruthigen’s board of directors has authorized Ruthigen’s compensation committee to administer the New 2013 Plan. The compensation committee may delegate part of its authority and powers under the New 2013 Plan to one or more of Ruthigen’s directors and/or officers, but only the compensation committee can make awards to participants who are directors or executive officers of the Company. In accordance with the provisions of the New 2013 Plan, Ruthigen’s compensation committee determines the terms of awards, including: