Filed by Pulmatrix, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule
14a-12
of the Securities Exchange Act of
1934
Subject Company: Pulmatrix, Inc.
Commission File No. 001-36199
Eos
SENOLYTIX Presents Best-in-Class Preclinical Body Composition Data Highlighting Unique Muscle Mass Gains with MitoXcel™ Geropeptide
PTC-2105 at the Sachs 2nd Annual Obesity & Cardiometabolic Innovation Forum
Multi-System
Improvements in Healthspan with PTC-2105 Treatment Translate into Associated Significant Increases in Cancer-Specific and Overall
Survival
HOUSTON,
TX — June 5, 2026 — Eos SENOLYTIX, Inc. (“Eos” or the “Company”), a biotechnology company
developing first-in-class mitochondrial-targeted gerotherapeutics designed to improve body composition, physical function, and metabolic
health by targeting the underlying biological mechanisms of aging, is attending the Sachs 2nd Annual Obesity & Cardiometabolic
Innovation Forum today at the Royal Sonesta Hotel in New Orleans, LA.
Kevin
Slawin, MD the Founder and CEO of the Company, will participate on the “Platform Technologies Panel: Obesity & Cardiovascular–Kidney–Metabolic
Disease” that will take place at 11:40 AM CDT in the South Ballroom. The session will be co-chaired by Jay Olson, Managing
Director & Senior Analyst, Oppenheimer & Co. Inc. and Michael Rice, Expert Advisor, SVP, Cell & Gene Therapy, Lumanity.
Following
the panel, Dr. Slawin will be presenting Eos’s groundbreaking MitoXcel™ geropeptide technology, including the Company’s
extensive preclinical results, at 01:30 PM CDT – Track B – Room Regal Suite.
Presentation
Highlights
Eos
SENOLYTIX is a leader in the emerging field of gerotherapeutic medicines that target the root biological mechanisms of aging to improve
healthspan. Strong scientific evidence shows that obesity is associated with aging, and in many cases can accelerate biological aging.
Therapies targeting obesity have expanded rapidly in recent years, with most focused on GLP-1 receptor agonists, which are associated
with both fat and lean mass loss, gastrointestinal side effects, and a rapid “rebound” weight regain following discontinuation.
Unlike GLP-1 receptor agonists that focus on weight reduction alone, Eos’ proprietary MitoXcel™ platform is designed to restore
mitochondrial membrane potential (ΔΨm), a central hallmark of aging, while selectively eliminating senescent cells through
a dual-action mitochondrial-targeted mechanism.
Eos’s
lead MitoXcel™ clinical candidate, PTC-2105, has demonstrated, in preclinical studies, dramatic improvements in body composition,
including reductions in fat mass greater than seen with GLP-1s, gains in lean mass, and improvements in physical function,
without reduced food intake or rapid rebound weight gain following discontinuation in animals approaching one year of treatment with
a once-a-week subcutaneous (“SC”) injection either as monotherapy or in combination with GLP-1s. PTC-2105 brings a
unique, proprietary adjunct or alternative to GLP-1s that may provide significant improvements in healthspan when administered either
as monotherapy or in combination with GLP-1s:
| ● | First-in-Class
Geropeptide Platform Targeting the Biology of Aging. Eos’s proprietary MitoXcel™
platform consists of proprietary mitochondrial-targeted geropeptides that improve body composition
by increasing lean mass while reducing harmful abdominal/visceral fat, without directly
targeting muscle or fat regulatory pathways, supporting a shift in obesity treatment,
from simple weight loss towards the goal of achieving a healthier body composition. |
| ● | Lead
Clinical Candidate for Sarcopenia, Sarcopenic Obesity, and Age-Related Disease. Eos’s
lead clinical candidate, PTC-2105, is designed to improve mitochondrial efficiency
and selectively trigger apoptotic self-elimination of senescent cells. In preclinical studies,
PTC-2105 increased lean muscle mass, reduced fat accumulation, and improved physical
performance, supporting a differentiated profile beyond traditional weight-loss approaches. |
| | | |
| ● | Prevention
of Age-Related Weight Gain. In naturally aging mice, PTC-2105 prevented age-related
weight gain, driven primarily by fat accumulation, compared to saline-treated controls. |
| | | |
| ● | Blunted
Rebound Weight Gain Following Treatment Discontinuation. Unlike semaglutide-treated animals,
which regained weight within 1–2 weeks after treatment cessation to begin tracking
back to saline-treated animals, PTC-2105-treated animals experienced a significantly
attenuated rebound weight gain, tracking back to saline-treated animals only after approximately
10 weeks. |
| | | |
| ● | Immune
System Rejuvenation and Cognitive Improvement. PTC-2105 selectively reduced senescent
CD8+ T cells in naturally aging animals, a cell population implicated in age-related
cognitive decline, resulting in improvements in cognitive function and reversal of pro-aging
immune effects. |
| | | |
| ● | Prevention
of the Terminal Decline of Aging. At approximately 120 weeks of age, saline-treated control
mice enter a phase of severe physical and cognitive decline (“terminal decline of aging”),
marked in part by rapid pathologic weight loss of about 25% and accelerated sarcopenia before
death. PTC-2105-treated animals appear to avoid entering this stage. By contrast,
animals previously cycled on and off SMG developed an aggressive, accelerated form of this
terminal decline, characterized by >50% of weight loss, including an additional >15%
loss of muscle mass, compared to saline-treated controls or PTC-2105-treated animals
later cycled off therapy, both of which appeared to avoid this fate. In naturally aging
DIO mice, prior SMG cycling may leave a lasting adverse effect, likely related to reduced
muscle mass consistent with a sarcopenic phenotype. |
| | | |
| ● | Sarcopenia
and Sarcopenic Obesity Represent a Large and Growing Unmet Medical Need. These conditions
characterized by progressive muscle loss, often accompanied by obesity, affect tens of millions
globally and are associated with increased frailty, morbidity, and healthcare burden, with
no approved therapies currently available. While GLP-1 therapies reduce fat mass, approximately
25–40% of weight loss is lean mass, highlighting the need for therapies that improve
overall body composition rather than just reduce BMI. |
| | | |
| ● | Broad
Potential Across Age-Related Diseases. By targeting mitochondrial dysfunction and senescent
cells, Eos’s MitoXcel™ platform has broad potential applicability across multiple
age-related diseases, including metabolic, cognitive, neurodegenerative, and rare mitochondrial
disorders, with the goal of improving healthspan. |
| ● | Increased
Overall and Cancer-Specific Survival in Naturally Aged Mice, with Statistically Significant
Survival Benefit After 66 Weeks of Treatment (p=0.0142). Notably, in this ongoing study,
40% of mice in the PTC-2105 25 mg/kg cohort remain alive, healthy, and active at 146
weeks of age, compared to 100% mortality experienced by saline-treated controls by 137 weeks.
More than just extending survival compared to controls, PTC-2105 pushes survival past
the known limits of lifespan of C57Bl/6 mice, showcasing its profound gerotherapeutic
potential. |

“We
believe the obesity field will increasingly move beyond BMI and total weight loss to focus on the achievement of an optimal body composition—particularly
directing attention towards effects on visceral fat and lean mass—which are important predictors of overall health and long-term
survival,” said Dr. Kevin Slawin. “In multiple well-controlled preclinical studies in naturally aged mice, PTC-2105
preferentially reduced overall and visceral fat while increasing lean mass and improving multiple measures of physical function, all
simply by targeting the underlying mitochondrial mechanisms of aging. Furthermore, we believe a true gerotherapeutic should provide a
‘lifespan extension dividend’ resulting from meaningful improvement in healthspan across a broad range of disease pathways,
which is consistent with what we are seeing in long-term studies of PTC-2105 in treatment and control groups followed for more
than one year.”
As
previously reported, on March 26, 2026, Eos entered into a Merger Agreement with - Pulmatrix, Inc. (Nasdaq: PULM) (“Pulmatrix”).
The proposed Merger is expected to close in the third quarter of 2026, subject to customary closing conditions. If the proposed Merger
is completed, the business of Eos will continue as the business of the combined company under the new ticker symbol MTXL.
Additional
information about the Merger Agreement was previously disclosed on a Current Report on Form 8-K filed by Pulmatrix with the SEC on March
27, 2026.
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. Merger-associated financings are expected to support
advancement of the combined company’s pipeline through key clinical milestones. Eos is led by Kevin Slawin, M.D., Founder
and Chief Executive Officer, a physician-scientist and serial biotechnology entrepreneur with decades of experience in translational
medicine, drug development, and company formation. Dr. Slawin was the founder of Bellicum Pharmaceuticals, Inc., an early pioneer in
CAR T cell therapies, and has founded and is currently leading multiple life sciences ventures focused on aging biology and mitochondrial
therapeutics. He is supported by a team of experienced biotechnology executives, scientists, and advisors with prior leadership roles
at major pharmaceutical companies, academic medical centers, and emerging biotechnology firms. For more information, visit https://eossenolytix.com
Forward-Looking
Statements. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act
of 1995. All statements other than statements of historical fact contained in this press release are forward-looking statements. Forward-looking
statements 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. 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 Pulmatrix-Eos
Proposed Merger. Forward-looking statements in this press release include, but are not limited to, statements regarding: the proposed
Merger with Pulmatrix, Inc., including the expected timing of closing and the ability to satisfy customary closing conditions and obtain
stockholder approval; the expected therapeutic benefits and clinical potential of PTC-2105; the anticipated advancement of the combined
company’s pipeline through key clinical milestones; the ability to obtain Merger-associated financings; and the expected Nasdaq
listing under the ticker symbol MTXL. 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 risk that the conditions to closing of the proposed Merger are not
satisfied, including the failure to obtain stockholder approval; uncertainties as to the timing of completion of the proposed Merger;
risks related to the ability to obtain necessary financings to support the combined company’s operations; the risk that preclinical
results may not translate into clinical outcomes; risks related to regulatory approvals and the timing thereof; risks related to maintaining
the Nasdaq listing; and general market, economic, and business conditions. Additional information concerning factors that could cause
actual results to differ materially from those in the forward-looking statements will be contained in the proxy statement/prospectus
to be filed by Pulmatrix with the Securities and Exchange Commission in connection with the proposed Merger. Forward-looking statements
speak only as of the date of this press release, and, except as required by law, neither Eos nor Pulmatrix undertakes any obligation
to update any forward-looking statement, whether as a result of new information, future events, or otherwise.
This
communication relates to the proposed merger of PUOS Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly
owned subsidiary of Pulmatrix, Inc., a Delaware corporation (“Pulmatrix”), with and into Eos pursuant to the terms of that
certain Agreement and Plan of Merger and Reorganization, dated as of March 26, 2026, by and among Pulmatrix, Merger Sub and Eos.
No
Offer or Solicitation
This
communication and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent
or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of
an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No
offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended,
or an exemption therefrom.
Subject
to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made
directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or
by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet)
of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES
OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.
Important
Additional Information about the Proposed Transaction Will be Filed with the SEC
This
communication is not a substitute for the registration statement or for any other document that Pulmatrix may file with the SEC in connection
with the proposed transaction. In connection with the proposed transaction, Pulmatrix intends to file relevant materials with the SEC,
including a registration statement on Form S-4 that will contain a proxy statement/prospectus of Pulmatrix. PULMATRIX URGES INVESTORS
AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PULMATRIX, EOS, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders
will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Pulmatrix with the SEC (when they become
available) through the website maintained by the SEC at www.sec.gov. Stockholders are urged to read the proxy statement/prospectus and
the other relevant materials when they become available before making any voting or investment decision with respect to the Proposed
Transaction. In addition, investors and stockholders should note that Pulmatrix communicates with investors and the public using its
website (https://www.pulmatrix.com/investors.html/).
Participants
in the Solicitation
Pulmatrix,
Eos and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders
in connection with the proposed transaction. Information about Pulmatrix’s directors and executive officers, including a description
of their interests in Pulmatrix, is included in Pulmatrix’s most recent Annual Report on Form 10-K for the year ended December
31, 2025, filed with the SEC on February 26, 2026, subsequent Quarterly Reports on Form 10-Q filed with the SEC, including any information
incorporated therein by reference, as filed with the SEC, and other documents that may be filed from time to time with the SEC. Additional
information regarding these persons and their interests in the proposed transaction will be included in the proxy statement/prospectus
relating to the proposed transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated
above.