STOCK TITAN

Pulmatrix (NASDAQ: PULM) Q1 loss, $1M raise and Eos merger plan

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Pulmatrix reported a Q1 2026 net loss of $1.2 million, compared with $1.8 million a year earlier, as operating expenses fell to $1.3 million from $1.8 million. Research and development spending was under $0.1 million as all clinical development is on hold while the company seeks to license or monetize its assets.

Cash and cash equivalents were $3.3 million as of March 31, 2026, down from $4.1 million at year-end. Management prepared the financials on a going-concern basis and expects available cash to fund operations at least through the anticipated closing of a proposed merger with Eos SENOLYTIX in the third quarter of 2026.

The company entered into a merger agreement with Eos and raised $1.0 million through a private placement of Series B Convertible Preferred Stock to an Eos affiliate. Existing Pulmatrix common shareholders are expected to own approximately 6% of the combined company, without dilution from the preferred stock.

Positive

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Negative

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Insights

Q1 loss narrows, cash is tight, and strategy pivots to an Eos merger and asset monetization.

Pulmatrix posted a Q1 2026 net loss of $1.2M versus $1.8M in Q1 2025 as general and administrative costs fell to $1.3M. Research and development spending was minimal, reflecting a pause in clinical development while the company pursues out-licensing or other monetization of its iSPERSE™-based assets.

Cash and cash equivalents were $3.3M on March 31, 2026, down from $4.1M at year-end, and financials were prepared under a going-concern assumption. Management believes this cash, combined with current cost controls, can fund operations at least through the expected closing of the Eos SENOLYTIX merger in Q3 2026.

The announced merger with Eos and the related $1.0M private placement of Series B Convertible Preferred Stock shift Pulmatrix toward a new combined business focused on Eos’s gerotherapeutic peptide platform. Pulmatrix common shareholders are expected to hold about 6% of the combined entity, so future filings on the merger’s progress and closing will be important for understanding long-term value.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net loss Q1 2026 $1.2M Net loss for the three months ended March 31, 2026
Net loss Q1 2025 $1.8M Net loss for the three months ended March 31, 2025
Cash and cash equivalents $3.3M Balance as of March 31, 2026
Cash and cash equivalents prior period $4.1M Balance as of December 31, 2025
General and administrative expense $1.3M Three months ended March 31, 2026
General and administrative prior period $1.8M Three months ended March 31, 2025
Private placement proceeds $1.0M Aggregate gross proceeds from Series B Preferred Stock placement
Common shares outstanding 3,652,285 shares Issued and outstanding as of March 31, 2026
iSPERSE™ technical
"using its patented iSPERSE™ technology, today announced its first quarter financial results"
Series B Convertible Preferred Stock financial
"issuance and sale in a private placement of its newly designated Series B Convertible Preferred Stock, raising aggregate gross proceeds of $1.0 million"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
Investigational New Drug regulatory
"Food and Drug Administration acceptance of an Investigational New Drug (“IND”) application for PUR3100"
An investigational new drug is a medication that is still being tested in clinical trials to determine if it is safe and effective for treating a specific condition. For investors, it represents a potential breakthrough that could lead to a new treatment and significant financial gains if successful, but also carries risks since it has not yet been approved for widespread use.
going concern financial
"financial statements were prepared assuming that the Company will continue as a going concern within one year"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
gerotherapeutic peptide medical
"developing novel gerotherapeutic peptides targeting mitochondrial dysfunction in aging-related diseases"
senescent cells medical
"profound elimination of senescent cells throughout every organ in the body"
Senescent cells are living cells that have stopped dividing and no longer perform their normal functions, but remain in the body and secrete signals that can inflame or disrupt nearby tissue — think of them as retired workers who stay on the factory floor and cause chaos instead of helping. They matter to investors because drugs or tests that remove or detect these cells are seen as potential treatments or diagnostics for age-related diseases, creating commercial opportunities and influencing the risk/reward profile of biotech investments.
Net loss $1.2M
General and administrative expense $1.3M
Research and development expense Less than $0.1M
Cash and cash equivalents $3.3M
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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): May 15, 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 May 15, 2026, Pulmatrix, Inc. issued a press release announcing its financial results for the first fiscal quarter ended March 31, 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 May 15, 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: May 15, 2026 By: /s/ Peter Ludlum
    Peter Ludlum
    Interim Chief Executive Officer and Interim Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

Pulmatrix Announces First Quarter 2026 Financial Results

 

Announced merger agreement with Eos SENOLYTIX in March

 

Closed private placement of preferred stock

 

Framingham, Mass., May 15, 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 first quarter financial results for 2026 and provided a corporate update.

 

Peter Ludlum, Interim Chief Executive Officer of Pulmatrix, commented, “Our focus in the first quarter was on our work to secure a strategic transaction for our company and our shareholders. We are pleased to report that on March 26th we announced entering into a merger agreement with Eos SENOLYTIX, a privately held biotechnology company developing novel gerotherapeutic peptides targeting mitochondrial dysfunction in aging-related diseases using its proprietary MitoXcel™ platform. We also secured aggregate gross proceeds of $1 million from a private placement of preferred stock from an affiliate of Eos. Separate from the preferred stock, our common stockholders will receive approximately 6% interest in the new combined company without dilution from the preferred stock.”

 

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 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 on a Current Report on Form 8-K filed with the SEC on March 27, 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 March 31, 2026, Pulmatrix’s patent portfolio related to iSPERSE™ included approximately 146 granted patents, 18 of which are U.S.-granted patents, plus approximately 48 pending patent applications in the U.S. and other jurisdictions.

 

 

 

 

 

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”.

 

First Quarter 2026 Financial Results

 

Research and development expenses were less than $0.1 million for both the three months ended March 31, 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 $1.3 million for the three months ended March 31, 2026, compared to $1.8 million for the three months ended March 31, 2025. The decrease was primarily due to higher costs incurred in the three months ended March 31, 2025, related to the preparation and filing of a registration statement on Form S-4 and amendments thereto with the SEC.

 

The Company’s total cash and cash equivalents balance as of March 31, 2026, was $3.3 million, 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)

 

  

March 31,

2026

  

December 31,

2025

 
   (unaudited)     
Assets          
Current assets:          
Cash and cash equivalents  $3,324   $4,088 
Restricted cash   700      
Prepaid expenses and other current assets   465    41 
Total current assets   4,489    4,129 
Long-term restricted cash   7    10 
Total assets  $4,496   $4,139 
Liabilities and stockholders’ equity          
Current liabilities:          
Accounts payable  $651   $272 
Accrued expenses and other current liabilities   254    57 
Total current liabilities   905    329 
Total liabilities   905    329 
Stockholders’ equity:          
Preferred Stock, $0.0001 par value — 500,000 shares authorized; 1,100 shares designated as Series B Convertible Preferred Stock; no shares issued and outstanding at March 31, 2026, and December 31, 2025; 1,000 shares of Series B Convertible Preferred Stock issuable at March 31, 2026   950    - 
Common stock, $0.0001 par value — 200,000,000 shares authorized; 3,652,285 shares issued and outstanding at March 31, 2026, and December 31, 2025   -    - 
Additional paid-in capital   306,131    306,128 
Accumulated deficit   (303,490)   (302,318)
Total stockholders’ equity   3,591    3,810 
Total liabilities and stockholders’ equity  $4,496   $4,139 

 

 

 

 

 

PULMATRIX, INC.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)

 

   Three Months Ended March 31,  
   2026    2025 
Operating expenses:          
Research and development  $3   $19 
General and administrative   1,289    1,828 
Total operating expenses   1,292    1,847 
Loss from operations   (1,292)   (1,847)
Other income (expense):          
Interest income   12    53 
Fair value adjustment of warrants   -    66 
Other income (expense), net   108    (80)
Total other income (expense), net   120    39 
Net loss  $(1,172)  $(1,808)
Net loss per share attributable to common stockholders – basic and diluted  $(0.32)  $(0.50)
Weighted average common shares outstanding – basic and diluted   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 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 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

 

 

 

Filing Exhibits & Attachments

5 documents