8-K - Pulmatrix, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

Pulmatrix, Inc. entered into a merger agreement with Eos SENOLYTIX, Inc. on March 26, 2026, under which Eos will become a wholly owned subsidiary, with Eos stockholders expected to own approximately 94% of the combined company. The transaction includes concurrent private financings totaling up to $19 million and is subject to customary closing conditions, including stockholder approvals.

Key Takeaways

1Pulmatrix entered into a merger agreement with Eos SENOLYTIX on March 26, 2026, where Eos will become a wholly owned subsidiary.

2Pre-Merger Eos stockholders are expected to own approximately 94% of the combined company, with Pulmatrix stockholders owning approximately 6%.

3Concurrent private financings include a $1 million Pulmatrix financing via Series B Preferred Stock and an Eos financing for up to $18 million.

4The merger is subject to closing conditions including Pulmatrix and Eos stockholder approvals, Nasdaq listing approval, and SEC registration statement effectiveness.

5At the effective time, the Pulmatrix board is expected to consist of six members, with five designated by Eos and one by Pulmatrix.

6Senotherapeutix, Inc., the sole holder of Eos capital stock, entered into support and lock-up agreements related to the merger.

Current Report Details

Event Type

Material Agreement+6 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. Merger Agreement On March 26, 2026, Pulmatrix, Inc., a Delaware corporation (“ Pulmatrix ” or the “ Company ”), en

Material Agreement

Source Document

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 inco

Securities Issuance

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

Securities Modification

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 incorporate

Corporate Governance

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 C

Charter Amendment

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 “Exchan

Regulation Fd

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 P

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Eos SENOLYTIX, Inc.
Consideration: Shares of Pulmatrix common stock calculated via an exchange ratio
Structure: Merger of PUOS Merger Sub, Inc. with and into Eos, with Eos surviving as a wholly owned subsidiary of Pulmatrix

•Approval by Pulmatrix stockholders of the Pulmatrix Voting Proposals
•Approval by requisite Eos stockholders of the Merger Agreement
•Nasdaq approval for listing shares issued in the merger
•Effectiveness of the Registration Statement on Form S-4

Material Agreement

Agreement: Agreement and Plan of Merger and Reorganization
Parties: Pulmatrix, Inc., PUOS Merger Sub, Inc., Eos SENOLYTIX, Inc.

•Merger intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code
•Exchange ratio formula results in pre-Merger Eos stockholders owning ~94% and Pulmatrix stockholders owning ~6% of combined company
•Pulmatrix will seek stockholder approval to issue shares, change name to 'Eos SENOLYTIX, Inc.', and effect a reverse stock split

Exhibits (8)

10.1

EX-10.1

10.2

EX-10.2

10.3

EX-10.3

10.4

EX-10.4

2.1

EX-2.1

3.1

EX-3.1

8-K

99.1

EX-99.1