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Pulmatrix, Inc. 8-K Filings

PULM NASDAQ

Every 8-K that Pulmatrix, Inc. (PULM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow PULM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PULM filings page.

Rhea-AI Summary

Pulmatrix, Inc. reported unaudited results for the quarter ended June 30, 2026 and updated on its planned merger with Eos SENOLYTIX. Research and development expenses were less than $0.1 million, reflecting clinical development being on hold while Pulmatrix seeks to out‑license or monetize its iSPERSE-based clinical assets.

General and administrative expenses were $1.0 million for the quarter, down from $1.5 million a year earlier, leading to a quarterly net loss of $1.0 million compared with $1.5 million in the prior-year quarter. Cash and cash equivalents were $2.2 million at June 30, 2026, plus $0.7 million in restricted cash that would become unrestricted after the proposed merger closes. Pulmatrix has filed a Form S-4 for its proposed merger with Eos, expects closing in the third quarter of 2026 subject to customary conditions, and previously raised $1.0 million via Series B Convertible Preferred Stock as part of merger-related financing.

Rhea-AI 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.

Rhea-AI Summary

Pulmatrix, Inc. closed a previously announced private placement of Series B Convertible Preferred Stock with an affiliate of Eos SENOLYTIX, Inc. as part of their planned merger process. The investment generated aggregate gross proceeds of approximately $1 million for Pulmatrix.

The Series B Preferred Stock is convertible into Pulmatrix common stock at a conversion price of $2.20 per share, beginning 90 days after the initial issuance date, and includes customary anti-dilution adjustments. Holders of the Series B Preferred Stock vote together with common stockholders as a single class. Pulmatrix currently intends to use the permitted net proceeds for working capital and other general corporate purposes.

Rhea-AI Summary

Pulmatrix has signed a definitive agreement to merge with privately held Eos SENOLYTIX, a gerotherapeutics company targeting aging-related mitochondrial dysfunction. Pulmatrix will acquire Eos via a stock-for-stock merger, with Eos becoming a wholly owned subsidiary.

Based on the expected exchange ratio, pre‑Merger Eos stakeholders, including new financing investors and fee shares, are expected to own about 94% of the combined company on a fully diluted basis, while existing Pulmatrix stockholders will own about 6%. The combined entity will be renamed Eos SENOLYTIX, Inc. and is expected to trade on Nasdaq under the ticker "EOSX" if the transaction closes.

Alongside the Merger, Pulmatrix agreed to a $1 million private placement of Series B Convertible Preferred Stock at a stated value of $1,000 per share, convertible at $2.20 per share and carrying an 8% cumulative dividend payable in stock. These preferred shares vote with common stock and are subject to a 180‑day lock‑up and strong transfer restrictions.

Eos separately arranged an up to $18 million financing through convertible notes and equity, plus an additional planned Series A preferred round, to fund its MitoXcel™ platform and lead candidate PTC‑2105. The Merger and financings remain subject to stockholder approvals, Nasdaq listing approval, Form S‑4 effectiveness and other customary closing conditions.

Rhea-AI Summary

Pulmatrix, Inc. announced that Cullgen Inc. has terminated their previously agreed merger and all related transactions under the Merger Agreement. No termination fee will be paid by either party, and each will cover its own costs and expenses associated with the deal.

The merger, originally signed in November 2024 and approved by Pulmatrix stockholders in June 2025, had been awaiting approval from the China Securities Regulatory Commission, which was not obtained before Cullgen’s termination on February 28, 2026. Pulmatrix states that it continues to pursue alternative merger opportunities while highlighting its proprietary iSPERSE™ inhaled drug-delivery technology and clinical assets.

Rhea-AI Summary

Pulmatrix, Inc. reported 2025 results showing a sharp shift to a leaner, pre‑revenue profile while pursuing a planned merger with Cullgen. Revenues fell to $0 for the year ended December 31, 2025, compared to $7.8 million in 2024, reflecting the wind down of the PUR1900 program and related Cipla agreement.

Research and development expenses dropped to about $0.1 million from $7.2 million, and general and administrative expenses declined to $5.1 million from $7.8 million, helping narrow the net loss to $5.2 million from $9.6 million. Cash and cash equivalents were $4.1 million at year-end 2025, down from $9.5 million, and the company anticipates this will fund operations into the first quarter of 2027.

The update highlights progress toward the proposed merger with Cullgen, which has been approved by Pulmatrix stockholders but remains subject to additional conditions, including Nasdaq listing approval and clearance from the China Securities Regulatory Commission. Pulmatrix and Cullgen have waived the merger’s “No Solicitation” clause, allowing both to explore alternative transactions. Pulmatrix is also actively seeking to license or monetize its iSPERSE™ technology and three associated clinical programs, including a Phase 2‑ready acute migraine candidate.

Rhea-AI Summary

Pulmatrix, Inc. reported that on December 17, 2025 it entered into a mutual waiver agreement with Cullgen Inc. and PLC Merger Sub, Inc. related to their existing Merger Agreement. The waiver allows all parties to forego compliance with Section 5.4 of the Merger Agreement, which had imposed certain restrictions on each party during the pre-closing period. The company stated that, aside from this specific waiver, the Merger Agreement remains in full force and effect and no other terms have been amended, waived, or modified. Pulmatrix also issued a press release on December 18, 2025 describing the waiver, which is furnished as an exhibit.

Rhea-AI Summary

Pulmatrix, Inc. furnished an 8-K announcing it issued a press release with financial results for the third fiscal quarter ended September 30, 2025, along with a corporate update. The press release is provided as Exhibit 99.1 and incorporated by reference.

Consistent with General Instruction B.2 to Item 2.02, the information in this report, including Exhibit 99.1, is furnished and not deemed filed under the Exchange Act.