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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 13, 2026
PULMATRIX,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-36199 |
|
46-1821392 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
945
Concord Street, Suite 1217
Framingham,
MA 01701
(Address
of principal executive offices) (Zip Code)
(888)
355-4440
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
PULM |
|
The
NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02 Results of Operations and Financial Condition.
On
August 13, 2026, Pulmatrix, Inc. issued a press release announcing its financial results for the second fiscal quarter ended June 30,
2026, and provided a corporate update. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by
reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, being
furnished pursuant to Item 2.02, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated August 13, 2026* |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
*
This exhibit is furnished pursuant to Item 2.02 and shall not be deemed to be “filed.”
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
PULMATRIX,
INC. |
| |
|
|
| Date:
August 13, 2026 |
By: |
/s/
Peter Ludlum |
| |
|
Peter
Ludlum |
| |
|
Interim
Chief Executive Officer and Interim Chief Financial Officer |
Exhibit
99.1

Pulmatrix
Announces Second Quarter 2026 Financial Results and Progress on Merger
Form
S-4 filed related to the announced merger agreement with Eos SENOLYTIX
Framingham,
Mass., August 13, 2026 – Pulmatrix, Inc. (“Pulmatrix” or the “Company”) (Nasdaq: PULM), 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, today announced its second quarter financial
results for 2026 and provided a corporate update related to the merger agreement with Eos SENOLYTIX announced at the end of the first
quarter of 2026.
Peter
Ludlum, Interim Chief Executive Officer of Pulmatrix, commented,
“Our focus in the second quarter and beyond has been to advance steps towards completing the proposed merger with Eos SENOLYTIX,
a privately held biotechnology company developing novel gerotherapeutic peptides targeting mitochondrial dysfunction in aging-related
diseases using the MitoXcel™ platform. To that end, we have filed a Form S-4 in relation to the Merger.”
Proposed
Merger with Eos SENOLYTIX
As
previously reported, on March 26, 2026, the Company entered into an agreement (the “Merger Agreement”) and plan of merger
(the “Merger”) with Eos SENOLYTIX, Inc. (“Eos”). The proposed Merger is currently anticipated 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.
In
connection with the entry into the Merger Agreement, on March 26, 2026, the Company announced that it entered into a securities purchase
agreement with an affiliate of Eos for the issuance and sale in a private placement of its newly designated Series B Convertible Preferred
Stock, raising aggregate gross proceeds of $1.0 million.
Additional
information about the Merger Agreement was previously disclosed in a registration statement on Form S-4 (File No. 333-297342) initially
filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2026, as amended on August 3, 2026.
Pulmatrix
Seeks to Out-license or Monetize its Clinical Assets
iSPERSE™
Technology
| ● | iSPERSE™,
also licensed to MannKind Corporation and Cipla Technologies for certain fields of use, utilizes
particles that are engineered with a small, dense and dispersible profile to exceed the performance
of traditional dry powder particles as the iSPERSE™ particles have the dispersibility
advantages of porous engineered particles. Pulmatrix believes this results in superior drug
delivery compared to traditional oral and injectable forms of treatment for certain diseases. |
| ● | As
of June 30, 2026, Pulmatrix’s patent portfolio related to iSPERSE™ included approximately
142 granted patents, 17 of which are U.S.-granted patents, plus approximately 49 pending
patent applications in the U.S. and other jurisdictions. |
| ● | In
July 2026, Pulmatrix was awarded a patent in India with claims encompassing PUR1900 resulting
from a patent hearing in India. |

PUR1900
| ● | PUR1900,
has been approved to proceed to a Phase 3 in India conducted by our partner Cipla. This is
the Company’s inhaled iSPERSE™ formulation of the antifungal drug itraconazole
being investigated for various indications. The Company and its partner, Cipla, wound down
a Phase 2b trial that the Company was operating in 2024. Cipla has continued clinical development
outside the United States, and in 2025 completed their Phase 2 study in India, published
positive results and has been approved by India’s Central Drug Standard Control Organization
to proceed with a Phase 3 clinical trial, which Cipla currently expects to commence in 2026. |
| ● | Pulmatrix
will receive 2% royalties on any potential future net sales by Cipla outside the United States
should Cipla successfully market PUR1900 outside the United States. Within the United States,
the Company and Cipla share the rights 50/50 and will seek to monetize PUR1900 for indications
where an orally inhaled antifungal may provide a therapeutic benefit or fulfill an unmet
medical need. |
PUR3100
| ● | PUR3100,
a Phase 2-ready asset, is an orally inhaled dihydroergotamine (“DHE”) engineered
with Pulmatrix’s iSPERSE™ dry powder inhalation technology for the treatment
of acute migraine has a Food and Drug Administration acceptance of an Investigational New
Drug (“IND”) application for PUR3100 and receipt of a “study may proceed”
letter to proceed with a Phase 2 study. The IND includes a Phase 2 clinical protocol where
safety and preliminary efficacy of PUR3100 will be investigated in patients with acute migraine. |
| ● | The
Phase 2 IND builds on the Phase 1 trial results of PUR3100, which were published in 2024
in the peer-reviewed publication, Headache: The Journal of Head and Face Pain. The
study showed that PUR3100 achieved peak exposures in the targeted therapeutic range and time
to maximum concentration occurred at five minutes after dosing at all dosing levels. The
PUR3100 dose groups also showed a lower incidence of nausea and no vomiting compared to observations
of nausea and vomiting in the intravenously (“IV”) administered DHE dose group. |
PUR1800
| ● | PUR1800
is a Narrow Spectrum Kinase Inhibitor (“NSKI”), engineered with our iSPERSE™
technology, for the treatment of acute exacerbations in chronic obstructive pulmonary disease
(“AECOPD”). In 2023, Pulmatrix presented complete results from a Phase 1b study
of PUR1800 for AECOPD, indicating PUR1800 was well-tolerated with no observed safety signals.
The topline data, along with the results from chronic toxicology studies, support the continued
development of PUR1800 for the treatment of AECOPD and other inflammatory respiratory diseases. |
| ● | In
2024, Pulmatrix published an abstract titled “Ex vivo evaluation of the potential
for Narrow Spectrum Kinase inhibitors as a treatment for Idiopathic Pulmonary Fibrosis”. |
Second
Quarter 2026 Financial Results
Research
and development expenses were less than $0.1 million for both the three months ended June 30, 2026, and 2025. All clinical development
is currently on hold while the Company works to license or monetize our clinical assets.
General
and administrative expenses decreased approximately $0.5 million to $1.0 million for the three months ended June 30, 2026, compared to
$1.5 million for the three months ended June 30, 2025. The decrease was primarily due to lower costs incurred related to software subscriptions,
legal and patent costs, and business development and merger-related activities.
The
Company’s total cash and cash equivalents balance as of June
30, 2026, was $2.2 million, in addition to $0.7 million in restricted cash that would become unrestricted
following consummation of the Merger, as compared to $4.1 million as of December 31, 2025. The Company’s unaudited financial statements
were prepared assuming that the Company will continue as a going concern within one year after the date such financial statements are
issued. The Company anticipates that its cash position, based on current operational efficiencies and prioritization of spending, is
sufficient to fund its operations at least through the anticipated closing of the proposed Merger with Eos.

PULMATRIX,
INC.
Consolidated
Balance Sheets
(in
thousands, except share and per share data)
| | |
June 30, 2026 | | |
December 31, 2025 | |
| | |
(unaudited) | | |
| |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 2,168 | | |
$ | 4,088 | |
| Restricted cash | |
| 700 | | |
| | |
| Prepaid expenses and other current assets | |
| 371 | | |
| 41 | |
| Total current assets | |
| 3,239 | | |
| 4,129 | |
| Long-term restricted cash | |
| 7 | | |
| 10 | |
| Total assets | |
$ | 3,246 | | |
$ | 4,139 | |
| Liabilities and stockholders’ equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 529 | | |
$ | 272 | |
| Accrued expenses and other current liabilities | |
| 160 | | |
| 57 | |
| Total current liabilities | |
| 689 | | |
| 329 | |
| Total liabilities | |
| 689 | | |
| 329 | |
| Stockholders’ equity: | |
| | | |
| | |
Preferred stock, $0.0001 par value — 500,000 shares authorized; 6,746 shares designated Series A Convertible Preferred Stock: no shares issued and outstanding at June 30, 2026 and December 31, 2025; 1,100 shares designated Series B Convertible Preferred Stock: 1,000 shares issued and outstanding at June 30, 2026, and no shares issued and outstanding at December 31, 2025 | |
| 966 | | |
| - | |
| Common stock, $0.0001 par value — 200,000,000 shares authorized; 3,652,285 shares issued and outstanding at June 30, 2026, and December 31, 2025 | |
| - | | |
| - | |
| Additional paid-in capital | |
| 306,117 | | |
| 306,128 | |
| Accumulated deficit | |
| (304,526 | ) | |
| (302,318 | ) |
| Total stockholders’ equity | |
| 2,557 | | |
| 3,810 | |
| Total liabilities and stockholders’ equity | |
$ | 3,246 | | |
$ | 4,139 | |

PULMATRIX,
INC.
Consolidated
Statements of Operations
(in
thousands, except share and per share data)
(unaudited)
| | |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
$ | 2 | | |
$ | 14 | | |
$ | 5 | | |
$ | 33 | |
| General and administrative | |
| 1,044 | | |
| 1,534 | | |
| 2,333 | | |
| 3,362 | |
| Total operating expenses | |
| 1,046 | | |
| 1,548 | | |
| 2,338 | | |
| 3,395 | |
| Loss from operations | |
| (1,046 | ) | |
| (1,548 | ) | |
| (2,338 | ) | |
| (3,395 | ) |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 10 | | |
| 41 | | |
| 22 | | |
| 94 | |
| Fair value adjustment of warrants | |
| - | | |
| 1 | | |
| - | | |
| 67 | |
| Other income (expense), net | |
| - | | |
| (43 | ) | |
| 108 | | |
| (123 | ) |
| Total other income (expense), net | |
| 10 | | |
| (1 | ) | |
| 130 | | |
| 38 | |
| Net loss | |
$ | (1,036 | ) | |
$ | (1,549 | ) | |
$ | (2,208 | ) | |
$ | (3,357 | ) |
| Dividends accrued on Series B Convertible Preferred Stock | |
| (16 | ) | |
| - | | |
| (16 | ) | |
| - | |
| Net loss attributable to common stockholders | |
| (1,052 | ) | |
| (1,549 | ) | |
| (2,224 | ) | |
| (3,357 | ) |
| Net loss per share attributable to common stockholders – basic and diluted | |
$ | (0.29 | ) | |
$ | (0.42 | ) | |
$ | (0.61 | ) | |
$ | (0.92 | ) |
| Weighted average common shares outstanding – basic and diluted | |
| 3,652,285 | | |
| 3,652,285 | | |
| 3,652,285 | | |
| 3,652,285 | |

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://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 continue as a going concern, 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