Pulmatrix, Inc. filings document material events for a biopharmaceutical issuer developing inhaled therapeutic candidates through its iSPERSE platform. The record includes Form 8-K disclosures on operating and financial results, corporate updates, clinical or regulatory matters, material agreements, shareholder voting matters, governance actions and capital-structure information.
These filings also capture Regulation FD communications and other event reports tied to Pulmatrix's public-company reporting obligations, including disclosures related to strategic transaction agreements and related governance matters.
Pulmatrix, Inc. (PULM) filed an amended Form S-4 to register 75,245,366 shares of common stock for a stock-for-stock merger with Eos SENOLYTIX Inc., where Pulmatrix will remain the public entity and Eos will become its wholly owned subsidiary. At the effective time, Pulmatrix expects to issue 54,911,207 shares to Eos stockholders and concurrent investors and reserve 20,334,159 additional securities for new warrants, options and RSUs. Based on current capitalization and an estimated exchange ratio of 8.55 Pulmatrix shares per Eos share, existing Pulmatrix securityholders are expected to own about 6% of the combined company on a fully diluted basis (excluding CEO RSUs), with 94% held by Eos-related holders, including Palladium Capital Group and Series B preferred participants. Eos’s stake is based on a $100.0 million pre-money valuation plus $18.0 million anticipated capital raising and $1.0 million invested in Pulmatrix Series B preferred, implying approximately $7.85 million value for Pulmatrix’s 6% interest. SENOTHERAPEUTIX, Inc. is expected to control over 50% of voting power, making the combined company a Nasdaq “controlled company.” Stockholders will vote on October 2, 2026 on the merger-related Nasdaq stock issuance, a 1‑for‑2 to 1‑for‑10 reverse stock split, an authorized share increase from 200,000,000 to 250,000,000, governance and compensation items, and an equity incentive plan, while closing also requires Eos to have raised at least $13,000,000 in qualifying financings.
Pulmatrix, Inc. reported unaudited results for the quarter and six months ended June 30, 2026. The company is a development-stage biopharmaceutical business built around its iSPERSE™ dry powder inhalation platform, with clinical programs PUR3100 (acute migraine), PUR1800 (respiratory inflammatory disease) and PUR1900 (inhaled itraconazole), all currently on hold while Pulmatrix seeks to license or otherwise monetize these assets.
Total assets were $3.2 million, including $2.2 million in cash and cash equivalents and $0.7 million in restricted cash. Six‑month operating expenses declined to $2.3 million from $3.4 million a year earlier, and the six‑month net loss narrowed to $2.2 million from $3.4 million. There was no revenue.
In March 2026 Pulmatrix signed a Merger Agreement with Eos SENOLYTIX, Inc. and a concurrent $19 million financing package, including a $1.0 million Series B Convertible Preferred Stock investment into Pulmatrix. Based on the merger exchange ratio, pre‑merger Eos securityholders are expected to own about 94% and existing Pulmatrix stockholders about 6% of the combined company on a fully diluted basis. A Termination Agreement with Eos and Senotherapeutix, Inc. dated June 29, 2026 is identified among the exhibits.
Management states that future operations are highly dependent on the proposed merger and that, without its closing, there is substantial doubt about Pulmatrix’s ability to continue as a going concern beyond one year from issuance of these financial statements. If the merger is not completed, the board may pursue other strategic alternatives, including dissolution and liquidation. Pulmatrix also maintains an unused at‑the‑market equity facility of up to $20.0 million, subject to public float limits.
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.
Pulmatrix, Inc. is registering the resale of up to 490,910 shares of common stock, consisting of 454,546 Conversion Shares issuable upon conversion of 1,000 shares of Series B Convertible Preferred Stock at a $2.20 conversion price and up to 36,364 Dividend Shares issuable as an 8% annual stock dividend over one year. These shares were originally issued in a March 26, 2026 private placement and are being registered to satisfy resale obligations under a Securities Purchase Agreement. The company will not receive proceeds from any resale, though it bears registration expenses. As of May 27, 2026, Pulmatrix had 3,652,285 common shares outstanding; the shares covered here represent about 13% of that amount and could cause substantial dilution. A 9.99% beneficial ownership limitation caps conversions at any time, and any remaining Series B shares automatically convert after the earlier of one year from issuance or closing of the proposed merger with Eos SENOLYTIX, subject to those limits.
Pulmatrix, Inc. plans a stock-for-stock merger with Eos SENOLYTIX Inc., issuing up to 75,245,366 shares of Pulmatrix common stock under a Form S-4 to Eos stockholders, Eos investors in concurrent financings, and new equity awards. This includes 54,911,207 shares for Eos holders and financing investors and 20,334,159 shares in securities for new warrants, options and restricted stock units.
Based on March 26, 2026 capitalization and an estimated 8.64-to-1 Exchange Ratio (before any reverse split), current Pulmatrix securityholders are expected to own about 6% of the fully diluted combined company (excluding up to 13,000,000 CEO RSUs), with 91% to Eos holders and 3% to Palladium Capital Group as merger compensation. Pulmatrix’s stake implies an equity value of about $7.85 million versus Eos’s valuation built on $100.0 million pre-money plus $18.0 million anticipated capital raising and $1.0 million in Pulmatrix Series B preferred shares.
The combined company will be renamed Eos SENOLYTIX Inc., seek continued Nasdaq listing under the symbol “MTXL”, and be a Nasdaq “controlled company” because SENOTHERAPEUTIX, Inc. is expected to hold more than 50% of voting power. Closing requires Pulmatrix stockholder approval of share issuances and charter changes, Nasdaq listing confirmation, and Eos raising at least $13,000,000 in qualifying financings.
Pulmatrix, Inc. has filed a preliminary proxy statement/prospectus on Form S-4 describing a proposed merger with Eos SENOLYTIX, Inc. under an Agreement and Plan of Merger dated March 26, 2026. At the Effective Time Pulmatrix expects to issue a total of 75,245,366 shares of common stock, comprised of 54,911,207 shares to Eos stockholders and 20,334,159 additional securities for warrants, options and RSUs. The proxy states an estimated exchange ratio of approximately 8.64 Pulmatrix shares per Eos share (pre-reverse split) and reports that about 4.0 million Pulmatrix securities were outstanding prior to the Merger. Based on these assumptions, Pulmatrix securityholders are expected to own approximately 6% of the Combined Company on a fully diluted basis (excluding CEO RSUs). The filing seeks stockholder approvals including issuance over 20% of outstanding shares, a reverse stock split (1-for-2 to 1-for-10), and an increase in authorized shares to 250,000,000; completion is conditioned on these approvals and other closing conditions, including Eos receiving at least $13,000,000 aggregate gross cash proceeds from financings.
Pulmatrix, Inc. filed an amendment to its annual report for the year ended December 31, 2025 to correct the date on its independent auditor’s report, while re-presenting full financial statements.
For 2025, Pulmatrix reported no revenue, compared with $7.806M in 2024. Net loss narrowed to $5.162M from $9.559M, driven mainly by sharply lower research and development and general and administrative expenses after the MannKind facility transaction and wind-down of the Cipla PUR1900 collaboration. Year-end cash, cash equivalents and restricted cash were $4.098M, with total assets of $4.139M and stockholders’ equity of $3.810M.
The company highlights that its future operations are highly dependent on closing its pending merger with Cullgen Inc. Under the agreed exchange ratio, pre-merger Cullgen holders are expected to own about 96.4% of the combined company and pre-merger Pulmatrix holders about 3.6% on a fully diluted basis. Pulmatrix also notes it may pursue asset sales and, if strategic alternatives including the merger are unsuccessful, its board may consider dissolution and liquidation.
Pulmatrix (through Eos SENOLYTIX) disclosed preclinical results for MitoXcel™ geropeptide PTC-2105 showing improved body composition, increased lean mass, reduced fat, better physical function, and prolonged benefits versus GLP-1 comparators in long-term animal studies.
The filing reiterates the Merger Agreement dated March 26, 2026 between Pulmatrix and Eos, with the proposed closing expected in the third quarter of 2026, subject to customary conditions and requisite approvals. The companies state merger-associated financings are expected to support pipeline advancement.
Pulmatrix, Inc. is registering the resale of up to 490,910 shares of Common Stock (including up to 36,364 Dividend Shares) issuable upon conversion of 1,000 Series B Convertible Preferred Shares sold in a private placement.
The Preferred Shares convert at a $2.20 conversion price and carry an 8% per annum dividend payable in Common Stock. The selling stockholder listed is RCM Eos PIPE HOLDINGS, LLC; proceeds from sales will go to the selling stockholder, not the company. The shares covered represent approximately 13% of Common Stock outstanding as of the prospectus; shares outstanding were 3,652,285 as of May 27, 2026.
Pulmatrix, Inc. reported a first-quarter 2026 net loss of $1.2 million, improved from a $1.8 million loss a year earlier, as operating expenses fell to $1.3 million with R&D largely paused and lower general and administrative costs.
Cash and cash equivalents were $3.3 million at March 31, 2026, plus $0.7 million of restricted cash, after raising $1.0 million via Series B Convertible Preferred Stock tied to its planned merger with Eos SENOLYTIX. Management states there is substantial doubt about the company’s ability to continue as a going concern if the Eos merger is not completed and notes the board may consider dissolution and liquidation in that case.
Under the merger terms, Eos stakeholders, including new financing investors, are expected to own about 94% of the combined company on a fully diluted basis, leaving current Pulmatrix stockholders with about 6%, while Pulmatrix’s pipeline of iSPERSE-based inhaled therapeutics remains on hold pending funding or strategic transactions.