Pulmatrix, Inc. 8K

Pulmatrix, Inc. agreed to a reverse‑merger-style, all‑stock acquisition of Eos SENOLYTIX, Inc., leaving Eos shareholders with roughly 94% of the combined company, subject to stockholder and regulatory approvals and Nasdaq listing conditions.

On March 26, 2026, Pulmatrix, Inc. entered into an Agreement and Plan of Merger and Reorganization with its wholly owned subsidiary, PUOS Merger Sub, Inc., and Eos SENOLYTIX, Inc., under which Merger Sub will merge with and into Eos SENOLYTIX, making Eos a wholly owned subsidiary of Pulmatrix in a transaction intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code; the deal is structured as an all‑stock transaction with a defined exchange ratio that will result in former Eos shareholders owning approximately 93.8% of the post‑closing equity (on a fully diluted, as‑converted basis) and existing Pulmatrix securityholders owning approximately 6.2%, subject to conditions including Pulmatrix and Eos stockholder approvals, SEC registration and proxy processes, Nasdaq listing and potential reverse stock split, minimum cash thresholds, various covenants and lock‑up and support agreements from key shareholders, with Eos’s majority stockholder Senotherapeutix, Inc. agreeing to vote in favor of the merger and certain Pulmatrix and Eos stockholders entering into lock‑up arrangements.

Filing Facts

CIK

1574235

Ticker

-

Form

8K

Source Type

sec

Accession

0001493152-26-013266

Alert Tier

8