Pulmatrix Announces Closing of Preferred Stock Transaction as Part of Planned Merger

Rhea-AI Summary

Pulmatrix (Nasdaq: PULM) closed a private placement of Series B Convertible Preferred Stock with an affiliate of Eos as part of its planned merger. Aggregate gross proceeds were approximately $1.0 million and the preferred shares convert at $2.20 per share.

The Series B converts at any time after 90 days from issuance, includes customary anti-dilution adjustments, votes with common stock, and was issued under Section 4(a)(2)/Reg D. Proceeds are intended for working capital and general corporate purposes.

News Market Reaction – PULM

+2.60%

5 alerts

+2.60% Session close to close

-11.7% Trough in 1 hr 34 min

$5.33M Market Cap

0.7x Rel. Volume

In the Apr 21 session, PULM gained 2.60%, reflecting a moderate positive market reaction. Argus tracked a trough of -11.7% from its starting point during tracking. Our momentum scanner triggered 5 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement closes a $1 million Series B preferred financing at a $2.20 conversion price, expl...

Analysis

This announcement closes a $1 million Series B preferred financing at a $2.20 conversion price, explicitly tied to Pulmatrix’s planned merger with Eos SENOLYTIX. It modestly strengthens liquidity for working capital while leaving common shares well below the $3.83 200‑day average. In context of multiple prior merger attempts, investors may focus on dilution mechanics, conversion timing 90 days post‑issuance, and progress toward completing the Eos transaction.

Key Figures

Conversion price: $2.20 per share Gross proceeds: approximately $1 million Conversion start delay: 90 days +1 more

4 metrics

Conversion price $2.20 per share Series B Preferred Stock into common stock

Gross proceeds approximately $1 million Private placement of Series B Preferred Stock

Conversion start delay 90 days From initial issuance before conversion may be exercised

Certificate filing date March 26, 2026 Certificate of Designations filed in Delaware

Previous Acquisition Reports

4 past events · Latest: Mar 26 (Positive)

Same Type Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 26	Eos merger deal	Positive	-28.8%	Announced stock-for-stock merger with Eos and $19M concurrent financings.
Mar 02	Cullgen deal ended	Negative	-36.8%	Cullgen terminated prior merger agreement; Pulmatrix pursued alternatives.
Dec 18	Cullgen waiver pact	Neutral	-8.2%	Parties waived no‑solicitation clause while still pursuing CSRC merger approval.
Nov 13	Cullgen merger plan	Positive	+73.7%	Proposed Cullgen merger creating Nasdaq-listed degrader company with $65M cash.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Acquisition/merger headlines have often led to downside for PULM, with three of four prior events trading lower the next day despite generally strategic narratives.

Recent Company History

Over the past 18 months, Pulmatrix has repeatedly used M&A to redefine its future. A proposed Cullgen merger in November 2024 initially lifted shares by 73.66%, but later waivers and regulatory delays preceded a December 2025 update and an eventual termination on March 2, 2026, which saw a -36.79% move. On March 26, 2026, Pulmatrix announced a new merger with Eos SENOLYTIX and related financings. Today’s preferred stock closing ties directly into that Eos transaction, extending this acquisition-driven transition story.

Key Terms

series b preferred stock, convertible preferred stock, private placement, conversion price, +2 more

6 terms

series b preferred stock financial

"private placement of Series B Convertible Preferred Stock ("Series B Preferred Stock") with an affiliate"

Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.

convertible preferred stock financial

"private placement of Series B Convertible Preferred Stock ("Series B Preferred Stock") with an affiliate"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

private placement financial

"announced the closing of its previously announced private placement of Series B Convertible Preferred Stock"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

conversion price financial

"Series B Preferred Stock is convertible into common stock at a price per share of $2.20"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

regulation d regulatory

"and Regulation D promulgated thereunder and, along with the shares of common stock"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

certificate of designation regulatory

"form of Certificate of Designation of Preferences, Rights and Limitations of Series B"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Series B Preferred Stock investment made in Pulmatrix with a conversion price of $2.20 is a part of the ongoing merger process

FRAMINGHAM, Mass., April 21, 2026 /PRNewswire/ -- Pulmatrix, Inc. ("Pulmatrix" or the "Company") (Nasdaq: PULM), today announced the closing of its previously announced private placement of Series B Convertible Preferred Stock ("Series B Preferred Stock") with an affiliate of Eos SENOLYTIX, Inc. ("Eos"), which such transaction is a part of its planned merger with Eos. The Series B Preferred Stock is convertible into common stock at a price per share of $2.20.

The aggregate gross proceeds to the Company from the offering were approximately $1 million, before deducting offering expenses payable by the Company. The Company currently intends to use the permitted net proceeds from the offering for working capital and other general corporate purposes.

Peter Ludlum, Interim Chief Executive Officer of Pulmatrix, commented, "We have taken an important initial step forward as part of the planned merger and are pleased that investors supporting Eos chose to make this investment in Pulmatrix as part of the signing of the definitive merger agreement."

The Series B Preferred Stock was issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the Series B Preferred Stock, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the Series B Preferred Stock and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Series B Preferred Stock

The Series B Preferred Stock is convertible into shares of Pulmatrix common stock as elected by the holders of the Series B Preferred Stock and may be exercised at any time at a conversion price of $2.20 per share (the "Conversion Price") from and after a date that is 90 days following the initial date of issuance. The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications, stock combinations and the like (subject to certain exceptions). The holders of the Series B Preferred Stock are entitled to vote together with the holders of common stock as a single class, in the same manner and with the same effect as the holders of common stock.

The complete terms of the Series B Preferred Stock are as set forth in the form of Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the "Certificate of Designations"), which such Certificate of Designations was filed with the Secretary of State for the State of Delaware on March 26, 2026, prior to the closing of the private placement.

About Pulmatrix, Inc.
Pulmatrix is a biopharmaceutical company that has focused on the development of novel inhaled therapeutic products intended to prevent and treat migraine and respiratory diseases with important unmet medical needs using its patented iSPERSE™ technology. The Company's proprietary product pipeline includes treatments for central nervous system ("CNS") disorders such as acute migraine and serious lung diseases such as Chronic Obstructive Pulmonary Disease ("COPD") and allergic bronchopulmonary aspergillosis ("ABPA"). Pulmatrix's product candidates are based on its proprietary engineered dry powder delivery platform, iSPERSE™, which seeks to improve therapeutic delivery to the lungs by optimizing pharmacokinetics and reducing systemic side effects to improve patient outcomes. For more on the Company's inhaled product candidates please visit: https://www.pulmatrix.com/pipeline.html.

About Eos SENOLYTIX, Inc.
Eos SENOLYTIX is a biotechnology company focused on developing first-in-class gerotherapeutic peptide medicines that target the underlying biological mechanisms of aging. Eos's lead clinical candidates, PTC-2105 and PTC-2107, both proprietary MitoXcel™ geropeptides, have demonstrated the ability to rejuvenate naturally aged mice via two separate mechanisms, both via a single, aging-specific target, the mitochondrial membrane potential (MMP), also called the "Δψm". These two mechanisms include (1) the return of the efficiency of mitochondrial function in aging cells almost immediately back to their younger, more efficient phenotype, and (2) the profound elimination of senescent cells throughout every organ in the body, including the brain, reducing their negative systemic inflammatory effects. Extensive preclinical studies suggest the MitoXcel™ platform may be a broad gerotherapeutic that improves body composition, increasing lean muscle mass, and enhancing physical function in aging animals. By targeting fundamental processes driving aging and aging-related diseases, Eos SENOLYTIX is pursuing a unique therapeutic opportunity to intervene in the aging process in ways that were once thought impossible. Eos SENOLYTIX is headquartered in Houston, Texas and operates within the broader SENOTHERAPEUTIX / GEROTHERAPEUTIX group of longevity companies, which focuses on developing therapeutics targeting fundamental drivers of aging to improve healthspan and lifespan. For more information, visit https://www.eossenolytix.com.

Forward-Looking Statements
Certain statements in this press release that are forward-looking and not statements of historical fact are forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include, but are not limited to, statements of historical fact and may be identified by words such as "anticipates," "assumes," "believes," "can," "could," "estimates," "expects," "forecasts," "guides," "intends," "is confident that," "may," "plans," "seeks," "projects," "targets," and "would," and their opposites and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management and include, but are not limited to, the use of proceeds from the private placement and conversion of the Series B Preferred Stock. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited to, the consummation of any other potential reverse merger transaction in the future, among others; the Company's ability to divest its clinical assets on terms favorable to the Company, or at all, the Company's ability to maintain compliance with the listing standards of the Nasdaq Capital Market; the Company's ability to conduct its business and raise capital in the future when needed; delays in planned clinical trials; the ability to establish that potential products are efficacious or safe in preclinical or clinical trials; the ability to establish or maintain collaborations on the development of therapeutic candidates; the ability to obtain appropriate or necessary governmental approvals to market potential products; the ability to obtain future funding for developmental products and working capital and to obtain such funding on commercially reasonable terms; the Company's ability to manufacture product candidates on a commercial scale or in collaborations with third parties; changes in the size and nature of competitors; the ability to retain key executives and scientists; the ability to secure and enforce legal rights related to the Company's products, including patent protection. A discussion of these and other factors, including risks and uncertainties with respect to the Company, including the proposed Merger with Cullgen, is set forth in the Company's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, as may be supplemented or amended by the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact:
Chuck Padala
Managing Director
LifeSci Advisors
646-627-8390
chuck@lifesciadvisors.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/pulmatrix-announces-closing-of-preferred-stock-transaction-as-part-of-planned-merger-302748188.html

SOURCE Pulmatrix Inc.

FAQ

What are the key terms of Pulmatrix's Series B preferred stock (PULM) closed April 21, 2026?

The Series B preferred converts at a $2.20 conversion price per share, exercisable after 90 days. According to the company, the offering produced approximately $1.0 million aggregate gross proceeds and includes customary adjustments and voting rights with common stock.

Who purchased the Series B preferred in Pulmatrix's April 21, 2026 transaction and why does it matter?

An affiliate of Eos purchased the Series B preferred as part of the planned merger with Pulmatrix. According to the company, the investment signals investor support tied to the definitive merger agreement and advances the merger process.

How will Pulmatrix (PULM) use the proceeds from the Series B preferred offering?

Pulmatrix intends to use the permitted net proceeds for working capital and general corporate purposes. According to the company, the aggregate gross proceeds were approximately $1.0 million, before offering expenses payable by the company.

When can holders convert Pulmatrix Series B preferred stock into common stock (PULM)?

Holders may convert the Series B preferred into common stock at any time after a 90-day waiting period from issuance. According to the company, conversion is at $2.20 per share and subject to customary adjustments.

Was Pulmatrix's Series B preferred stock registered with the SEC for sale in the U.S.?

No; the Series B preferred and underlying common shares were not registered under the Securities Act. According to the company, the issuance was a private placement under Section 4(a)(2) and Regulation D and relies on applicable exemptions.