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
Pulmatrix
and Eos SENOLYTIX Announce Merger Agreement to Advance Novel Mitochondrial Therapies to Improve Healthspan
●
Combined company to operate as Eos SENOLYTIX, a first-in-class anti-aging biotechnology company
● $19 million financings to advance lead clinical candidate PTC-2105 for sarcopenia and age-related disease
FRAMINGHAM,
MA and HOUSTON, TX — March 26, 2026 — Pulmatrix, Inc. (Nasdaq: PULM) (“Pulmatrix”) and Eos SENOLYTIX,
Inc. (“Eos”), a biotechnology company developing novel gerotherapeutic peptides targeting mitochondrial dysfunction in
aging-related diseases, today jointly announced a definitive merger agreement under which Pulmatrix will acquire Eos (the “Merger”).
Upon completion of the Merger, the combined company will operate as Eos SENOLYTIX, Inc. and is expected to trade on Nasdaq under the
ticker symbol “EOSX.”
In
connection with the Merger, Eos and Pulmatrix have entered into definitive agreements for concurrent private financings of $19 million
in aggregate gross proceeds (the “Financings”), including a $1 million investment in Pulmatrix from RCM Eos PIPE HOLDINGS
LLC, and a bridge component for Eos from RCM Eos Holdings, LLC, both managed by Rapha Capital Management, LLC. The net proceeds
are expected to support advancement of Eos’s proprietary MitoXcel™ platform, including its lead clinical candidate,
PTC-2105, for sarcopenia and sarcopenic obesity. The proposed Merger has been unanimously approved by the boards of directors
of both companies and is currently expected to close in mid-2026, subject to customary closing conditions, including approval by the
stockholders of each company and the effectiveness of a registration statement on Form S-4 filed with the U.S. Securities and Exchange
Commission. Following the closing of the proposed Merger and payment of all placement and M&A advisory fees, the pre-Merger Pulmatrix
stockholders are expected to own approximately 6% of the combined company, while pre-Merger Eos stockholders, including investors participating
in the Financings and holders of shares issued in payment of placement agent and M&A advisory fees, are expected to own approximately
94%.
Eos
SENOLYTIX Background and Highlights
The
combined company will be positioned as a leader in the emerging field of gerotherapeutics — 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’s lead MitoXcel™
clinical candidate, PTC-2105, targets underlying aging-associated mitochondrial dysfunction that in preclinical studies leads
to dramatic improvements in body composition, including reductions in fat mass greater than seen with GLP-1s, increases in lean
mass, and improvements in physical function without reduced food intake or rebound weight gain following discontinuation in animals
approaching one year of treatment with a once-a-week SC injection either as monotherapy or in combination with GLP-1s. PTC-2105 brings
a unique, proprietary 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
AI-driven geropeptide platform targeting the biology of aging. Eos’s proprietary
MitoXcel™ platform leverages AI-driven mitochondrial peptide design to 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,
redefining healthy weight loss as the achievement of an optimal body composition rather than
simply an optimal BMI. |
| ● | Lead
clinical candidate targeting sarcopenia/sarcopenic obesity and aging-related disease. Eos’s
lead program, PTC-2105, is a mitochondrial-targeted geropeptide designed to both enhance
mitochondrial efficiency and selectively induce apoptotic self-elimination of senescent cells.
In preclinical studies, PTC-2105 has demonstrated improvements in body composition,
including increased lean muscle mass and reduced fat accumulation, along with enhanced physical
performance, supporting a differentiated profile beyond traditional weight-loss approaches. |
| | | |
| ● | Sarcopenia
and sarcopenic obesity represent a large and growing unmet medical need. These conditions
are characterized by progressive loss of muscle mass and function in aging populations, often
accompanied by obesity, affecting tens of millions globally. They are associated with increased
frailty, morbidity, and healthcare burden, with no approved therapies currently available.
While GLP-1 receptor agonists reduce fat, approximately 25–40% of weight loss is lean
mass, underscoring the need for therapies that lead to a healthy weight loss that improves
overall body composition. |
| | | |
| ● | Broad
gerotherapeutic potential across age-related diseases. By targeting mitochondrial dysfunction
and senescent cells, Eos’s MitoXcel™ platform has potential applicability across
multiple age-related diseases beyond sarcopenia, including metabolic, cognitive and neurodegenerative,
and mitochondrial disorders, among many others to improve healthspan. |
| | | |
| ● | Well-capitalized
to advance clinical development. Merger-associated financings are anticipated to support
advancement of the combined company’s pipeline through key clinical milestones. |
| | | |
| ● | Experienced
leadership and scientific team. 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. |
“We
believe the focus in obesity will shift from percentage body weight loss to the composition of that weight loss, including effects on
visceral fat and lean mass, which are important predictors of overall health and long-term survival. In multiple well-controlled preclinical
studies, PTC-2105 reduced overall and visceral fat and increased lean mass in naturally aged mice, while also driving significant
improvements across multiple measures of physical function, all by targeting the underlying mitochondrial-mediated mechanism of aging
experienced by all living organisms.” said Dr. Kevin Slawin, Founder and Chief Executive Officer of Eos, who will lead the merged
entity as CEO. “This proposed Merger represents an important step forward in advancing our mission to develop therapies that
target the root causes of aging-related disease, positioning our MitoXcel™ gerotherapeutic platform to advance PTC-2105
and our broader pipeline toward clinical development,” Slawin added.
Peter
B. Ludlum, Chief Executive Officer of Pulmatrix, said: “We believe this transaction provides Pulmatrix stockholders the opportunity
to participate in the future growth of a company developing a differentiated platform addressing diseases with significant unmet medical
need. Eos’s innovative approach to targeting mitochondrial dysfunction and senescent cells represents a compelling scientific and
strategic opportunity that builds on the recent approval of FORZINITYTM (elamipretide), the first FDA-approved mitochondrial-targeted
therapeutic.”
About
the Proposed Transaction
Under
the terms of the merger agreement, Pulmatrix will acquire Eos pursuant to the Merger. At closing, Eos stockholders will receive newly
issued shares of Pulmatrix common stock, with the exchange ratio to be determined based on the outstanding number of shares of the two
companies at closing. Immediately following closing, the combined company is expected to operate as Eos SENOLYTIX, Inc.
Palladium
Capital Group, LLC is acting as financial advisor and placement agent. Haynes and Boone, LLP is legal counsel to Pulmatrix. Evolution
Venture Partners LLC acted as strategic advisor to Eos. Wilk Auslander, LLP is legal counsel to Eos.
About
Eos SENOLYTIX
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
About
Pulmatrix
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.
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. These forward-looking
statements include express or implied statements relating to the structure, timing and completion of the proposed Merger; the closing
conditions to the Financings and the use of proceeds thereof; the combined company’s listing on Nasdaq after closing of the proposed
Merger; expectations regarding the ownership structure of the combined company; the expected executive officers and directors of the
combined company; each company’s and the combined company’s expected cash position at the closing of the proposed Merger
and cash runway of the combined company; Pulmatrix’s ability to divest its assets; the expected contribution and potential payment
of dividends in connection with the proposed Merger, including the timing thereof; the future operations of the combined company; the
nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates
of the combined company; anticipated preclinical and clinical drug development activities and related timelines, including the expected
timing for enrollment, data and other clinical results; the combined company having sufficient resources to advance its pipeline candidates;
and other statements that are not historical fact. Such forward-looking statements are based on the beliefs of management as well as
assumptions made by and information currently available to management. 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 possible failure to satisfy the
conditions to the closing or consummation of the proposed Merger, including Pulmatrix’s failure to obtain stockholder approval
for the merger, risks associated with the uncertainty as to the timing of the consummation of the proposed Merger and the ability of
each of Pulmatrix and Eos to consummate the transactions contemplated by the proposed Merger, risks associated with Pulmatrix’s
continued listing on Nasdaq until closing of the proposed Merger, the failure or delay in obtaining required approvals from any governmental
or quasi-governmental entity necessary to consummate the proposed Merger; the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the proposed Merger prior to the closing or consummation of the proposed Merger,
risks associated with the possible failure to realize certain anticipated benefits of the proposed Merger, including, with respect to
future financial and operating results; the effect of the completion of the merger on the combined company’s business relationships,
operating results and business generally; risks associated with the combined company’s ability to manage expenses and unanticipated
spending and costs that could reduce the combined company’s cash resources; risks related to the combined company’s ability
to correctly estimate its operating expenses and other events; changes in capital resource requirements; risks related to the inability
of the combined company to obtain sufficient additional capital to continue to advance its product candidates or its preclinical programs;
the outcome of any legal proceedings that may be instituted against the combined company or any of its directors or officers related
to the merger agreement or the transactions contemplated thereby; the ability of the combined company to obtain, maintain and protect
its intellectual property rights, in particular those related to its product candidates; the combined company’s ability to advance
the development of its product candidates or preclinical activities under the timelines it anticipates in planned and future clinical
trials; the combined company’s ability to replicate in later clinical trials positive results found in preclinical studies and
early-stage clinical trials of its product candidates; the combined company’s ability to realize the anticipated benefits of its
research and development programs, strategic partnerships, licensing programs or other collaborations; regulatory requirements or developments
and the combined company’s ability to obtain necessary approvals from the U.S. Food and Drug Administration or other regulatory
authorities; changes to clinical trial designs and regulatory pathways; competitive responses to the merger and changes in expected or
existing competition; unexpected costs, charges or expenses resulting from the mergers; potential adverse reactions or changes to business
relationships resulting from the completion of the merger; and legislative, regulatory, political and economic developments. A discussion
of these and other factors, including risks and uncertainties with respect to Pulmatrix, is set forth in Pulmatrix’s filings with
the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, as may be supplemented or updated by Pulmatrix’s
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as discussions of potential risks, uncertainties, and other important
factors included in other filings by Pulmatrix from time to time, any risk factors related to Pulmatrix or Eos made available to you
in connection with the proposed transaction, as well as risk factors associated with companies, such as Eos, that operate in the biopharma
industry. Should one or more of these risks or uncertainties materialize, or, should any of Pulmatrix’s or Eos’s assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this
communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved
or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking
statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the
cautionary statements herein. Neither Pulmatrix nor Eos undertakes or accepts any duty to release publicly any updates or revisions to
any forward-looking statements. This communication does not purport to summarize all of the conditions, risks and other attributes of
an investment in Pulmatrix or 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, 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 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 between Pulmatrix and Eos, 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 www.pulmatrix.com.
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 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.
