Form 8-K

8-K — Pulmatrix, Inc.

Accession: 0001493152-26-048644

Filed: 2026-10-27

Period: 2026-10-26

CIK: 0001574235

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Submission of Matters to a Vote of Security Holders

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 26, 2026

PULMATRIX,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-36199

46-1821392

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

945

Concord Street

Suite

1217

Framingham,

Massachusetts

01701

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (888) 355-4440

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

PULM

The

NASDAQ Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

previously disclosed, on March 26, 2026, Pulmatrix, Inc., a Delaware corporation (“Pulmatrix” or the “Company”)

entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among Pulmatrix, PUOS Merger

Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Pulmatrix and Eos SENOLYTIX, Inc., a Delaware

Corporation (“Eos”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger

Agreement, among other things, Merger Sub, a direct, wholly owned subsidiary of Pulmatrix, will merge with and into Eos, with Eos surviving

as a wholly owned subsidiary of Pulmatrix, and the surviving corporation of the merger (the “Merger”). Pulmatrix following

the Merger is referred to herein as the “Combined Company.”

Item 5.07

Submission

of Matters to a Vote of Security Holders

connection with the Merger, Pulmatrix held a special meeting in lieu of the annual meeting of Pulmatrix stockholders on October 26, 2026,

at 8:30 a.m. Eastern Time (the “Special Meeting”), at which the Pulmatrix stockholders voted on the proposals set forth below.

The proposals are described in detail in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and

Exchange Commission (the “SEC”) and declared effective on September 25, 2026 (as amended, the “Proxy Statement/Prospectus”)

and first mailed to the Pulmatrix stockholders on September 25, 2026. The final voting results regarding each proposal are set forth

below. There were 3,652,285 shares of Pulmatrix common stock outstanding and entitled to vote and 1,000 shares of the Company’s

Series B Preferred Stock outstanding with each such share entitled to 454 votes as of August 28, 2026, the record date for the Special

Meeting, representing a total voting power of 4,106,830 votes. 2,067,351 shares of Pulmatrix common stock and shares of the Company’s

Series B Preferred Stock representing 454,545 votes were represented in person or by proxy at the Special Meeting, representing 61.40%

of the total voting power of the Company, which constituted a quorum.

Proposal

No. 1: To approve (i) the issuance of shares of Pulmatrix common stock, which will represent more than 20% of the shares of

Pulmatrix common stock outstanding immediately prior to the Merger, to Eos stockholders, certain Eos noteholders and to Palladium as

compensation in connection with the Merger, pursuant to the terms of the Merger Agreement and that certain M&A Advisory Agreement

by and between Pulmatrix and Palladium, dated as of February 12, 2026, respectively, and (ii) the change of control resulting from the

Merger, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b) (“Proposal No. 1”).

This

proposal was approved by the requisite vote of Pulmatrix stockholders.

For

Against

Abstain

Broker Non-Votes

1,410,737

172,166

22,400

916,593

Proposal

No. 2: To approve an amendment to the amended and restated certificate of incorporation of Pulmatrix (the “Pulmatrix

Charter”) to effect a reverse stock split of the issued and outstanding Pulmatrix common stock at a ratio determined by the Pulmatrix

board of directors and agreed to by Eos, of one new share of Pulmatrix common stock for every 2 to 10 shares (or any number in between)

of outstanding Pulmatrix common stock, in the form attached as Annex B to the Proxy Statement/Prospectus (“Proposal No. 2”).

This

proposal was approved by the requisite vote of Pulmatrix stockholders.

For

Against

Abstain

Broker Non-Votes

2,173,671

293,406

54,819

Proposal

No. 3: To approve an amendment to the Pulmatrix Charter to increase the number of shares of Pulmatrix common stock that Pulmatrix

is authorized to issue from 200,000,000 to 250,000,000, in the form attached as Annex C to the Proxy Statement/Prospectus (“Proposal

No. 3”).

This

proposal was approved by the requisite vote of Pulmatrix stockholders.

For

Against

Abstain

Broker Non-Votes

1,405,042

179,225

21,036

916,593

Proposal

No. 4: To ratify the appointment of CBIZ CPAs P.C. as Pulmatrix’s independent registered public accounting firm for

fiscal year ending December 31, 2026 (“Proposal No. 4”), provided that Stephano Slack LLC is expected to be appointed for

that fiscal year if the Merger is completed as the Combined Company’s independent registered public accounting firm;

This

proposal was approved by the requisite vote of Pulmatrix stockholders.

For

Against

Abstain

Broker Non-Votes

2,214,211

192,472

115,213

Proposal

No. 5: To elect the Class III directors, Michael J. Higgins and Anand Varadan, to the Pulmatrix board of directors and to

hold office until Pulmatrix’s 2029 annual meeting of stockholders and until their respective successors have been duly elected

and qualified, or until their respective earlier death, resignation or removal, provided that if the Merger is consummated, the approval

of Proposal No. 5 will only have an effect until the completion of the Merger because the composition of the Pulmatrix board of directors

will be reconstituted upon completion of the Merger, in accordance with the Merger Agreement (“Proposal No. 5”).

Mr.

Higgins and Mr. Varadan were elected by the requisite vote of Pulmatrix stockholders.

For

Withheld

Broker Non-Votes

Michael J. Higgins

1,411,598

193,705

916,593

Anand Varadan

1,443,228

162,075

916,593

Proposal

No. 6: To approve, on a non-binding, advisory basis, the compensation paid to Pulmatrix’s named executive officers (“Proposal

No. 6”).

This

proposal was approved by the requisite vote of Pulmatrix stockholders.

For

Against

Abstain

Broker Non-Votes

1,397,971

160,588

46,744

916,593

Proposal

No. 7: To approve, on a non-binding, advisory basis, the frequency of future advisory votes on the compensation paid to Pulmatrix’s

named executive officers (“Proposal No. 7”).

“Three

years” was approved by the requisite vote of Pulmatrix stockholders.

1 year

2 years

3 years

Abstain

Broker Non-Votes

406,456

33,867

1,021,799

143,181

916,593

Proposal

No. 8: To approve the Eos SENOLYTIX, Inc. 2026 Equity Incentive Plan (“Proposal No. 8”).

This

proposal was approved by the requisite vote of Pulmatrix stockholders.

For

Against

Abstain

Broker Non-Votes

1,282,450

295,256

27,597

916,593

Proposal

No. 9: To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient

votes in favor of Proposal Nos. 1 through 8 (“Proposal No. 9”).

This

proposal was approved by the requisite vote of Pulmatrix stockholders; however, adjournment of the Special Meeting was not necessary

because there were sufficient votes to approve Proposal Nos. 1 through 8.

For

Against

Abstain

Broker Non-Votes

2,153,146

314,161

54,589

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements (including within the meaning of federal securities laws, including for

purposes of the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995, Section 21E of the Exchange

Act and Section 27A of the Securities Act) concerning Pulmatrix, Eos, the proposed transactions and other matters. These forward-looking

statements include, but are not limited to: express or implied statements relating to the structure, timing and completion of the Merger;

satisfaction (or waiver) of closing conditions under the Merger Agreement; the Combined Company’s listing on The Nasdaq Stock Market

LLC (“Nasdaq”) after the closing of the proposed Merger; the number of shares of Pulmatrix that may be outstanding as a result

of the Reverse Stock Split; expectations regarding the ownership structure of the Combined Company; the expected directors of the Combined

Company; and expectations regarding the receipt of required regulatory approvals for the closing of the Merger. In addition, any statements

that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,

are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,”

“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”

“possible,” “potential,” “predict,” “project,” “should,” “will,”

“would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking

statements, but the absence of these words does not mean that a statement is not forward-looking.

The

forward-looking statements contained in this Current Report on Form 8-K are based on current expectations and beliefs concerning future

developments and their potential effects and therefore subject to other risks and uncertainties (some of which are beyond Pulmatrix’s,

Eos’s or the Combined Company’s control) or other assumptions that may cause actual results, outcomes or performance to be

materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but

are not limited to, risks associated with the possible failure to satisfy the conditions to the closing or consummation of the Merger,

risks associated with the uncertainty as to the timing of the consummation of the Merger and the ability of each of Pulmatrix and Eos

to consummate the transactions contemplated by the Merger, risks associated with Pulmatrix’s continued listing on Nasdaq until

closing of the Merger, the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary

to consummate the Merger; the occurrence of any event, change or other circumstance or condition that could give rise to the termination

of the Merger prior to the closing or consummation of the Merger; as a result of adjustments to the exchange ratio, Eos stockholders

and Pulmatrix stockholders could own more or less of the Combined Company that is currently anticipated; risks associated with the possible

failure to realize certain anticipated benefits of the Merger, including with respect to future financial and operating results; the

effect of the completion of the Merger on the Combined Company’s business relationships, operating results and business generally;

risks associated with the Combined Company’s ability to manage expenses and unanticipated spending and costs that could reduce

the Combined Company’s cash resources; risks related to the Combined Company’s ability to correctly estimate its operating

expenses and other events; changes in capital resource requirements; risks related to the inability of the Combined Company to obtain

sufficient additional capital to continue to advance its product candidates or its preclinical programs; the outcome of any legal proceedings

that may be instituted against the Combined Company or any of its directors or officers related to the Merger Agreement or the transactions

contemplated thereby; the ability of the Combined Company to obtain, maintain and protect its intellectual property rights, in particular

those related to its product candidates; the Combined Company’s ability to advance the development of its product candidates or

preclinical activities under the timelines it anticipates in planned and future clinical trials; the Combined Company’s ability

to replicate in later clinical trials positive results found in preclinical studies and early-stage clinical trials of its product candidates;

the Combined Company’s ability to realize the anticipated benefits of its research and development programs, strategic partnerships,

licensing programs or other collaborations; regulatory requirements or developments and the Combined Company’s ability to obtain

necessary approvals from the U.S. Food and Drug Administration or other regulatory authorities; changes to clinical trial designs and

regulatory pathways; competitive responses to the Merger and changes in expected or existing competition; unexpected costs, charges or

expenses resulting from the Merger; potential adverse reactions or changes to business relationships resulting from the completion of

the Merger; legislative, regulatory, political and economic developments. A discussion of these and other factors, including risks and

uncertainties with respect to Pulmatrix, is set forth in Pulmatrix’s filings with the SEC, including its most recent Annual Report

on Form 10-K, as may be supplemented or amended by Pulmatrix’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,

as well as discussions of potential risks, uncertainties, and other important factors included in other filings by Pulmatrix from time

to time, including the Proxy Statement/Prospectus, any risk factors related to Pulmatrix or Eos made available to you in connection with

the Merger, as well as risk factors associated with companies, such as Eos, that operate in the biopharma industry. Should one or more

of these risks or uncertainties materialize, or, should any of Pulmatrix’s or Eos’s assumptions prove incorrect, actual results

may vary in material respects from those projected in these forward-looking statements. Nothing in this Current Report on Form 8-K should

be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the

contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements

in this Current Report on Form 8-K, which speak only as of the date they are made and are qualified in their entirety by reference to

the cautionary statements herein. Neither Pulmatrix nor Eos undertakes or accepts any duty to release publicly any updates or revisions

to any forward-looking statements. This Current Report on Form 8-K does not purport to summarize all of the conditions, risks and other

attributes of an investment in Pulmatrix or Eos.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

PULMATRIX,

INC.

Date:

October 27, 2026

By:

/s/

Peter Ludlum

Peter

Ludlum

Interim

Chief Executive Officer and Interim Chief Financial Officer

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