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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): March 26, 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 each 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 1.01. Entry into a Material Definitive Agreement.
Merger
Agreement
On
March 26, 2026, Pulmatrix, Inc., a Delaware corporation (“Pulmatrix” or the “Company”),
entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among Pulmatrix,
PUOS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pulmatrix (“Merger Sub”) and
Eos SENOLYTIX, Inc., a Delaware corporation (“Eos”), pursuant to which, and subject to the satisfaction or
waiver of the conditions set forth in the Merger Agreement, among other things, Merger Sub shall be merged with and into Eos, with Eos
continuing as the surviving corporation and wholly owned subsidiary of Pulmatrix (the “Merger”). The Merger
is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal
Revenue Code of 1986, as amended.
Subject
to the terms and conditions of the Merger Agreement, at the effective time (the “Effective Time”), (A) each
then-outstanding share of Eos common stock or preferred stock (collectively, the “Eos Capital Stock”) will
be converted into the right to receive a number of shares of Pulmatrix common stock calculated in accordance with the Merger Agreement
(the “Exchange Ratio”), (B) each Company Convertible Note (as defined in the Merger Agreement) that is outstanding
and unconverted as of immediately prior to the Effective Time shall be converted solely into the right to receive a number of shares
of Pulmatrix common stock equal to (x) the number Eos Capital Stock that the holder of such Company Convertible Note would have been
entitled to had the Company Convertible Note converted into Eos Capital Stock prior to the Effective Time, multiplied by (y) the Exchange
Ratio, (C) each Investor Financing Warrant (as defined in the Merger Agreement), whether vested or unvested, that is outstanding and
unexercised immediately prior to the Effective Time, will be converted into and become a warrant to purchase Pulmatrix common stock and
may be exercised for such number of shares of Pulmatrix common stock calculated in accordance with the terms of the Merger Agreement,
(D) each option or other right to purchase Eos Capital Stock, whether vested or unvested, that is outstanding immediately prior to the
Effective Time, shall be converted into an option to purchase shares of Pulmatrix common stock, and may be exercised for such number
of shares of Pulmatrix common stock calculated in accordance with the terms of the Merger Agreement, and (E) the CEO RSUs (as defined
in the Merger Agreement), whether vested or unvested, that are outstanding immediately prior to the Effective Time, will be converted
into and become the appropriate options, restricted stock units, restricted stock, stock appreciation right, or other similar right to
purchase, acquire or obtain (as applicable) Pulmatrix common stock and may be exercised for such number of shares of Pulmatrix common
stock calculated in accordance with the terms of the Merger Agreement.
Under
the Exchange Ratio formula set forth in the Merger Agreement, upon the closing of the merger (the “Closing”),
on a pro forma basis and based upon the number of shares of Pulmatrix common stock expected to be issued in the Merger, 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 will own approximately 94% of the combined company and Pulmatrix stockholders will own approximately 6% of
the combined company on a fully-diluted basis (excluding any shares reserved for future grants under Pulmatrix’s equity incentive
plans).
In
connection with the Merger, Pulmatrix will seek the approval of its stockholders to, among other things, (a) issue the shares of Pulmatrix
common stock issuable in connection with the Merger pursuant to the rules of Nasdaq, (b) amend its amended and restated certificate of
incorporation to change Pulmatrix’s name to “Eos SENOLYTIX, Inc.”, and (c) effect a reverse stock split of Pulmatrix
common stock, to the extent applicable and deemed necessary by Pulmatrix and Eos (collectively, the “Pulmatrix Voting Proposals”
and such stockholder meeting, the “Pulmatrix Stockholder Meeting”). The Stockholder Meeting shall be held as
soon practicable after the date that the Registration Statement (as defined herein) is declared effective under the Securities Act, and
in any event, no later than 45 days after the effective date of the Registration Statement.
Each
of Pulmatrix and Eos has agreed to customary representations, warranties and covenants in the Merger Agreement, including, among others,
covenants relating to (1) using commercially reasonable efforts to obtain the requisite approval of their respective stockholders, (2)
non-solicitation of alternative acquisition proposals, (3) the conduct of their respective businesses during the period between the date
of signing the Merger Agreement and the Closing, (4) Pulmatrix using commercially reasonable efforts to maintain the existing listing
of Pulmatrix common stock on Nasdaq and cause the shares of Pulmatrix common stock to be issued in connection with the Merger to be approved
for listing on Nasdaq prior to the Closing and (5) Pulmatrix filing with the U.S. Securities and Exchange Commission (the “SEC”)
and causing to become effective a registration statement on Form S-4 to register the shares of Pulmatrix common stock to be issued in
connection with the Merger (the “Registration Statement”).
Consummation
of the Merger is subject to certain closing conditions, including, among other things, (1) approval by Pulmatrix stockholders of the
Pulmatrix Voting Proposals, (2) approval by the requisite Eos stockholders of the adoption and approval of the Merger Agreement and the
transactions contemplated thereby, (3) Nasdaq’s approval of the listing of the shares of Pulmatrix common stock to be issued in
connection with the Merger, and (4) the effectiveness of the Registration Statement. Each party’s obligation to consummate the
Merger is also subject to other specified customary conditions, including regarding the accuracy of the representations and warranties
of the other party, subject to the applicable materiality standard, and the performance in all material respects by the other party of
its obligations under the Merger Agreement required to be performed on or prior to the date of the Closing.
The
Merger Agreement contains certain termination rights of each of Pulmatrix and Eos. At the Effective Time, the board of directors of Pulmatrix
is expected to consist of six members, one of which will be a director designated by Pulmatrix, and the remainder of which will be designated
by Eos.
Palladium
Capital Group, LLC served as Pulmatrix’s financial advisor in connection with the above transactions.
Support
Agreements and Lock-Up Agreements
Concurrently
and in connection with the execution of the Merger Agreement, Senotherapeutix, Inc., sole holder of the issued and outstanding shares
of Eos Capital Stock has entered into a support agreement with Pulmatrix and Eos to vote all of its shares of Eos capital stock in favor
of the adoption and approval of the Merger Agreement and the transactions contemplated thereby (the “Eos Support Agreements”).
Concurrently
and in connection with the execution of the Merger Agreement, Senotherapeutix, Inc. has entered into a lock-up agreement (the “Lock-Up
Agreement”) pursuant to which, and subject to specified exceptions, Senotherapeutix, Inc. has agreed not to transfer their
shares of Pulmatrix common stock for the 180-day period following the Closing.
The
preceding summaries of the Merger Agreement, the Eos Support Agreements and the Lock-Up Agreements do not purport to be complete and
are qualified in their entirety by reference to the Merger Agreement, the form of Eos Support Agreement, and the form of Lock-Up Agreement,
which are filed as Exhibits 2.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and which are incorporated herein by
reference. The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders
with information regarding its terms. It is not intended to provide any other factual information about Pulmatrix or Eos or to modify
or supplement any factual disclosures about Pulmatrix in its public reports filed with the SEC. The Merger Agreement includes representations,
warranties and covenants of Pulmatrix, Eos, and Merger Sub made solely for the purpose of the Merger Agreement and solely for the benefit
of the parties thereto in connection with the negotiated terms of the Merger Agreement. Investors should not rely on the representations,
warranties and covenants in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions
of Pulmatrix, Eos or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate
or complete as of any specified date, may be modified in important part by the underlying disclosure schedules which are not filed publicly,
may be subject to a contractual standard of materiality different from those generally applicable to SEC filings or may have been used
for purposes of allocating risk among the parties to the Merger Agreement, rather than establishing matters of fact.
Pulmatrix
Securities Purchase Agreement and Voting Agreement
In
connection with the entry into the Merger Agreement, Pulmatrix entered into a Securities Purchase Agreement (the “Pulmatrix
Purchase Agreement”), dated as of March 26, 2026, with an affiliate of Eos (the “Buyer”),
pursuant to which Pulmatrix agreed to sell to the Buyer an aggregate of 1,000 shares of Series B Convertible Preferred Stock, par value
$0.0001 per share (the “Series B Preferred Stock”), with a stated value of $1,000 per share (the “Stated
Value”) and a conversion price of $2.20 per share (the “Pulmatrix Financing”). The closing of
the Pulmatrix Financing is expected to occur as soon as practicable and subject to the satisfaction of customary closing conditions.
The aggregate gross proceeds from the Pulmatrix Financing are expected to be $1,000,000 and Pulmatrix has agreed that prior to the date
of the consummation of the Merger, Pulmatrix shall be permitted to use up to $250,000 of the net proceeds for working capital and other
general corporate purposes and shall not use the remainder of the net proceeds, subject to certain exceptions. Pursuant to the terms
of the Pulmatrix Purchase Agreement, Pulmatrix has agreed to file as soon as reasonably practicable, and in any event, 60 days following
the closing date of the Pulmatrix Financing, a registration statement registering the resale of the shares of Pulmatrix common stock
issuable upon conversion of the Series B Preferred Stock.
In
connection with the Pulmatrix Financing, the Company and the Buyer entered into a voting agreement (the “Voting Agreement”),
pursuant to which the Buyer has agreed to vote, at any annual or special meeting of Pulmatrix called with respect to matters the Board
of Directors of Pulmatrix has recommended the stockholders of Pulmatrix to vote in favor of, including but not limited to, any
matters as related to the Pulmatrix Voting Proposals to be put forth at the Stockholder Meeting, and at every adjournment or postponement
thereof, and on every action or approval by written consent or consents of the Company stockholders with respect to such matter, to vote
or cause the holder of record to vote its shares of Series B Preferred Stock, or any shares of Pulmatrix common stock, in favor of providing
the requisite stockholder approval. Additionally, pursuant to the terms of the Voting Agreement, the Buyer has agreed that for a period
commencing upon the execution of the Pulmatrix Purchase Agreement and ending at the date of termination of the Voting Agreement, the
Buyer will not, directly or indirectly transfer, sell, offer, exchange, assign, pledge, convey any legal or beneficial ownership interest
in or otherwise dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender
or exchange offer), or encumber any of the shares of Series B Preferred Stock or shares of Pulmatrix common stock, or enter into any
contract, option, or other agreement with respect to, or consent to, a transfer of, any such shares or the Buyers voting or economic
interest.
The
foregoing description of the Pulmatrix Purchase Agreement and Voting Agreement do not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibits 10.3 and 10.4, respectively,
to this Current Report on Form 8-K and is incorporated herein by reference.
Series
B Convertible Preferred Stock
The
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”), attached hereto as Exhibit 3.1
to this Current Report on Form 8-K, which was filed with the Secretary of State for the State of Delaware on March 26, 2026, prior to
the closing of the Pulmatrix Financing. The Series B Preferred Stock is convertible into the shares of Pulmatrix common stock at the
election of the holders of the Series B Preferred Stock (the “Holders”) at any time at an initial conversion
price of $2.20 per share (the “Conversion Price”). The Conversion Price is subject to customary adjustments
for stock dividends, stock splits, reclassifications, stock combinations and the like (subject to certain exceptions).
Dividends.
Holders of the Series B Preferred Stock shall be entitled to receive cumulative dividends at the rate per share (as a percentage of the
Stated Value per share) of 8% per annum, payable on each Conversion Date (with respect only to Preferred Stock being converted) in duly
authorized, validly issued, fully paid and non-assessable shares of Common Stock at the Conversion Price then in effect in accordance
with the terms of the Certificate of Designations.
Voting.
The holders of the Series B Preferred Stock are entitled to vote upon, in the same manner and with the same effect as the holders
of Pulmatrix common stock, voting together with the holders of Pulmatrix common stock as a single class. Subject to the provisions of
the Certificate of Designations, each share of Series B Preferred Stock shall entitle the holder thereof to cast that number of votes
per share of Series B Preferred Stock as is equal to the stated value of the Series B Preferred Stock, divided by the Conversion Price,
and subject to adjustments for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions.
As long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders
of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or
rights given to the Series B Preferred Stock or alter or amend the Certificate of Designations, (b) amend its certificate of incorporation
or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares
of Series B Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
Optional
and Automatic Conversion. Each share of Preferred Stock, plus accrued and unpaid dividend thereon, shall be convertible, at any time
and from time to time from and after the date that is 90 days following the initial date of issuance (the “Original Issuance
Date”), into that number of shares of Pulmatrix common stock, subject to certain beneficial ownership limitations. Effective
as of 5:00 p.m. Eastern time on the fifth business day after the date that is the earlier of (i) the one year anniversary from the Original
Issuance Date (ii) the closing date of the Merger, each share of Series B Preferred Stock then outstanding shall automatically convert
into a number of shares of Common Stock equal to the Conversion Ratio (as defined in the Certificate of Designations), subject to certain
beneficial ownership limitations.
The
Pulmatrix Purchase Agreement and the Voting Agreement contain certain representations and warranties, covenants and indemnities customary
for similar transactions. The representations, warranties and covenants contained in the Pulmatrix Purchase Agreement and the Voting
Agreement were made solely for the benefit of the parties to the Pulmatrix Purchase Agreement and may be subject to limitations agreed
upon by the contracting parties. The Pulmatrix Financing is exempt from the registration requirements of the Securities Act pursuant
to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule
506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Buyer has represented
to Pulmatrix that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the securities
for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Series
B Preferred Stock are being offered without any general solicitation by Pulmatrix or its representatives.
Eos
Securities Purchase Agreement
In
connection with the entry into the Merger Agreement, Eos entered into a Securities Purchase Agreement, dated as of March 26, 2026 (the
“Eos Purchase Agreement”), with an affiliate of Eos for the purchase and sale of certain convertible
promissory notes ( the “Eos Notes” and shares of Eos common stock for up to $18 million (the “Eos
Gross Proceeds”) in aggregate gross proceeds in several closings (the “Eos Financing”). Additionally,
Eos intends to initiate another private placement for further investment into Eos shortly after the signing of the Merger Agreement,
but in any event prior to the closing of the Merger, pursuant to a securities purchase agreement for the purchase of Series A Preferred
Stock of Eos (the “Series A Preferred Financing”).
At
the initial closing (the “Initial Closing”), each purchaser will deliver to Eos an aggregate of $2,500,000
for certain Initial Bridge Notes (the “Initial Bridge Notes”). Following the Initial Closing, the Company may
deliver written notice to the purchasers requiring such purchasers to fund certain Additional Bridge Notes if, prior to the date that
is three months following the Initial Closing, Eos has not received aggregate proceeds of $2,500,000 or more from any closings of the
Series A Preferred Financing (each, an “Additional Closing”). Upon receipt by the purchasers of written notice
from Eos that approval of the Merger Agreement has occurred, each purchaser shall fund its pro rata share of the Eos Gross Proceeds,
less the amounts funded in the Initial Closing and any Additional Closing; provided, however, that if, as of the date of such notice,
Eos has received aggregate proceeds from the Series A Preferred Financing equal to or greater than $15,500,000, the purchasers shall
have no obligation to fund any amounts pursuant to the terms of the Eos Purchase Agreement.
The
Eos Notes have a maturity date that is 18 months following the date of the issuance of the Initial Bridge Notes (the “Maturity
Date”) and accrue interest at a rate of 8%. In the event that the Merger has not been consummated prior to the Maturity
Date, the Company may, in its sole discretion, elect to convert the outstanding principal balance and all accrued and unpaid interest
on the Eos Notes into shares of Eos common stock upon the earlier of: (a) the closing of an IPO; or (b) the closing of a Next Equity
Financing (as defined in the Eos Purchase Agreement). Eos may, in its sole discretion, prepay all (but not less than all) of the outstanding
principal balance and all accrued and unpaid interest on all outstanding Eos Notes, subject to proper notice. The Eos Notes contain certain
customary events of default, and upon the occurrence and during the continuance of any event of default, the outstanding principal balance
of the Eos Notes shall bear interest at a rate equal to 15% per annum.
Per
the terms of the Merger Agreement, each Eos Note that is outstanding and unconverted as of immediately prior to the Effective Time shall
be converted solely into the right to receive a number of shares of Pulmatrix common stock equal to (x) the number Eos Capital Stock
that the holder of such Eos Note would have been entitled to had the Eos Note converted into Eos Capital Stock prior to the Effective
Time, multiplied by (y) the Exchange Ratio. The Eos Agreement and Eos Notes additionally contain certain customary representations, warranties
and covenants customary for transactions of such nature.
Item 3.02. Unregistered Sales of Equity Securities.
To
the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by
reference.
Item
3.03. Material Modification to Rights of Security Holders.
To
the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by
reference.
Item 5.01. Changes in Control of Registrant.
To
the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by
reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
To
the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.
On
March 26, 2026, Pulmatrix and Eos issued a joint press release announcing the execution of the Merger Agreement. The press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained
on the websites referenced in the press release is not incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking
Statements
This
Current Report on Form 8-K and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning
of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning Pulmatrix, Eos, the proposed transactions and other
matters. These forward-looking statements include express or implied statements relating to the structure, timing and completion of the
proposed Merger; 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 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. The
words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “will,” “would” and similar expressions (including
the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning
future developments and their potential effects. There can be no assurance that future developments affecting Pulmatrix, Eos or the proposed
transactions will be those that have been anticipated.
The
forward-looking statements contained in this communication are based on current expectations and beliefs concerning future developments
and their potential effects and therefore subject to other risks and uncertainties. These risks and uncertainties include, but are not
limited to, risks associated with the possible failure to satisfy the conditions to the closing or consummation of the 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 Merger and the ability of each of Pulmatrix and Eos to consummate the transactions contemplated by the Merger, risks
associated with Pulmatrix’s continued listing on Nasdaq until closing of the Merger, the failure or delay in obtaining required
approvals from any governmental or quasi-governmental entity necessary to consummate the Merger; the occurrence of any event, change
or other circumstance or condition that could give rise to the termination of the Merger prior to the closing or consummation of the
Merger, risks associated with the possible failure to realize certain anticipated benefits of the 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 Merger; potential adverse reactions or changes to business relationships resulting
from the completion of the Merger; 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 SEC, including its most
recent Annual Report on Form 10-K, as may be supplemented or amended 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 transactions,
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 Current Report on Form 8-K 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 Current Report on Form 8-K 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
Current Report on Form 8-K and the exhibits filed or furnished herewith are not intended to and do not constitute (i) a solicitation
of a proxy, consent or approval with respect to any securities or in respect of the proposed transactions 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
transactions 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 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 CURRENT REPORT ON FORM
8-K AND THE EXHIBITS FILED OR FURNISHED HEREWITH ARE TRUTHFUL OR COMPLETE.
Important
Additional Information about the Proposed Transactions Will be Filed with the SEC
This
Current Report on Form 8-K and the exhibits filed or furnished herewith are not substitutes for the registration statement or for any
other document that Pulmatrix may file with the SEC in connection with the proposed transactions. In connection with the proposed transactions,
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 TRANSACTIONS
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 Transactions. 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 transactions. 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 transactions when it is filed with the SEC. These documents can be obtained free of charge from the sources
indicated above.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
Number |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger and Reorganization, dated as of March 26, 2026, by and among Pulmatrix, Inc., PUOS Merger Sub, Inc., and Eos SENOLYTIX, Inc. |
| 3.1 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, filed on March 26, 2026 |
| 10.1 |
|
Form of Support Agreement |
| 10.2 |
|
Form of Lock-Up Agreement |
| 10.3 |
|
Form of Securities Purchase Agreement, dated as of March 26, 2026, by and between the Company and the investor named therein. |
| 10.4 |
|
Form of Voting Agreement, dated as of March 26, 2026, by and between the Company and the holder named therein. |
| 99.1 |
|
Joint Press Release, issued on March 26, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Exhibits
and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally
copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential
treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
|
Pulmatrix,
Inc. |
| |
|
|
|
| Date: |
March
27, 2026 |
By: |
/s/
Peter Ludlum |
| |
|
|
Peter
Ludlum
Interim Chief Executive Officer and Interim Chief Financial Officer |
Exhibit
99.1
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.
