Pulmatrix, Inc. 8-K

What Happened
Pulmatrix, Inc. announced on March 26, 2026 that it entered into an Agreement and Plan of Merger and Reorganization to merge a Pulmatrix subsidiary into Eos SENOLYTIX, with Eos continuing as a wholly owned subsidiary of Pulmatrix. The transaction is intended to qualify as a tax‑free reorganization under Section 368(a). Under the merger terms (the “Exchange Ratio”), on a fully diluted pro forma basis Eos stockholders are expected to own approximately 94% of the combined company and current Pulmatrix stockholders approximately 6%. Pulmatrix will seek stockholder approval to issue the merger shares, amend its charter to change its name to “Eos SENOLYTIX, Inc.” and, if needed, effect a reverse stock split. The companies will file a Form S-4 and seek Nasdaq approval for listing the new shares.

Key Details

• Merger Agreement signed March 26, 2026; closing is subject to Pulmatrix and Eos shareholder approvals, effectiveness of an S-4 registration statement and Nasdaq listing approval.
• Pulmatrix Financing: Pulmatrix agreed to sell 1,000 shares of Series B Convertible Preferred Stock to an affiliate of Eos for aggregate gross proceeds of $1,000,000; Series B has a $1,000 stated value per share and a $2.20 initial conversion price.
• Eos Financing: Eos entered a securities purchase agreement for convertible notes and common stock up to $18 million in aggregate; initial bridge funding at the first closing is $2,500,000; Eos Notes mature in 18 months and carry 8% interest (15% default rate).
• Supporting agreements: Senotherapeutix, Inc. (the sole Eos shareholder) signed a support agreement to vote in favor of the merger and a 180‑day lock‑up restricting transfers of Pulmatrix shares received at closing.

Why It Matters

• Control and dilution: If completed as described, existing Pulmatrix shareholders would be substantially diluted (owning ~6% pro forma), and Eos investors would effectively control the combined company.
• Financing and corporate changes: The transaction includes new financing commitments for both companies and corporate actions (name change, potential reverse split) that require Pulmatrix shareholder approval and regulatory clearance.
• Closing is not guaranteed: Completion depends on shareholder votes, SEC registration effectiveness, Nasdaq approval and other customary conditions—investors should view this as a proposed transaction subject to those approvals.