Form 8-K

8-K — Pulmatrix, Inc.

Accession: 0001493152-26-023367

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001574235

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): May 15, 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,

MA 01701

(Address

of principal executive offices) (Zip Code)

(888)

355-4440

(Registrant’s

telephone number, including area code)

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 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. ☐

Item

2.02 Results of Operations and Financial Condition.

May 15, 2026, Pulmatrix, Inc. issued a press release announcing its financial results for the first fiscal quarter ended March 31, 2026,

and provided a corporate update. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, being

furnished pursuant to Item 2.02, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated

by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act,

except as shall be expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release dated May 15, 2026*

104

Cover

Page Interactive Data File (formatted as Inline XBRL)

This exhibit is furnished pursuant to Item 2.02 and shall not be deemed to be “filed.”

SIGNATURES

Pursuant

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

behalf by the undersigned hereunto duly authorized.

PULMATRIX,

INC.

Date:

May 15, 2026

By:

/s/

Peter Ludlum

Peter

Ludlum

Interim

Chief Executive Officer and Interim Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Pulmatrix

Announces First Quarter 2026 Financial Results

Announced

merger agreement with Eos SENOLYTIX in March

Closed

private placement of preferred stock

Framingham,

Mass., May 15, 2026 – Pulmatrix, Inc. (“Pulmatrix” or the “Company”) (Nasdaq: PULM), a biopharmaceutical

company that has focused on the development of novel inhaled therapeutic products intended to prevent and treat migraine and respiratory

diseases with important unmet medical needs using its patented iSPERSE™ technology, today announced its first quarter financial

results for 2026 and provided a corporate update.

Peter

Ludlum, Interim Chief Executive Officer of Pulmatrix, commented,

“Our focus in the first quarter was on our work to secure a strategic transaction for our company and our shareholders. We are

pleased to report that on March 26th we announced entering into a merger agreement with Eos SENOLYTIX, a privately held biotechnology

company developing novel gerotherapeutic peptides targeting mitochondrial dysfunction in aging-related diseases using its proprietary

MitoXcel™ platform. We also secured aggregate gross proceeds of $1 million from a private placement of preferred stock from an

affiliate of Eos. Separate from the preferred stock, our common stockholders will receive approximately 6% interest in the new combined

company without dilution from the preferred stock.”

Proposed

Merger with Eos SENOLYTIX

previously reported, on March 26, 2026, the Company entered into an agreement (the “Merger Agreement”) and plan of merger

(the “Merger”) with Eos SENOLYTIX, Inc. (“Eos”). The proposed Merger is anticipated to close in the third quarter

of 2026, subject to customary closing conditions. If the proposed Merger is completed, the business of Eos will continue as the business

of the combined company.

connection with the entry into the Merger Agreement, on March 26, 2026, the Company announced that it entered into a securities purchase

agreement with an affiliate of Eos for the issuance and sale in a private placement of its newly designated Series B Convertible Preferred

Stock, raising aggregate gross proceeds of $1.0 million.

Additional

information about the Merger Agreement was previously disclosed on a Current Report on Form 8-K filed with the SEC on March 27, 2026.

Pulmatrix

Seeks to Out-license or Monetize its Clinical Assets

iSPERSE™

Technology

●

iSPERSE™,

also licensed to MannKind Corporation and Cipla Technologies for certain fields of use, utilizes particles that are engineered with

a small, dense and dispersible profile to exceed the performance of traditional dry powder particles as the iSPERSE™ particles

have the dispersibility advantages of porous engineered particles. Pulmatrix believes this results in superior drug delivery compared

to traditional oral and injectable forms of treatment for certain diseases.

●

of March 31, 2026, Pulmatrix’s patent portfolio related to iSPERSE™ included approximately 146 granted patents, 18 of

which are U.S.-granted patents, plus approximately 48 pending patent applications in the U.S. and other jurisdictions.

PUR1900

●

PUR1900,

has been approved to proceed to a Phase 3 in India conducted by our partner Cipla. This is the Company’s inhaled iSPERSE™

formulation of the antifungal drug itraconazole being investigated for various indications. The Company and its partner, Cipla, wound

down a Phase 2b trial that the Company was operating in 2024. Cipla has continued clinical development outside the United States,

and in 2025 completed their Phase 2 study in India, published positive results and has been approved by India’s Central Drug

Standard Control Organization to proceed with a Phase 3 clinical trial, which Cipla currently expects to commence in 2026.

●

Pulmatrix

will receive 2% royalties on any potential future net sales by Cipla outside the United States should Cipla successfully market PUR1900

outside the United States. Within the United States, the Company and Cipla share the rights 50/50 and will seek to monetize PUR1900

for indications where an orally inhaled antifungal may provide a therapeutic benefit or fulfill an unmet medical need.

PUR3100

●

PUR3100,

a Phase 2-ready asset, is an orally inhaled dihydroergotamine (“DHE”) engineered with Pulmatrix’s iSPERSE™

dry powder inhalation technology for the treatment of acute migraine has a Food and Drug Administration acceptance of an Investigational

New Drug (“IND”) application for PUR3100 and receipt of a “study may proceed” letter to proceed with a Phase

2 study. The IND includes a Phase 2 clinical protocol where safety and preliminary efficacy of PUR3100 will be investigated in patients

with acute migraine.

●

The

Phase 2 IND builds on the Phase 1 trial results of PUR3100, which were published in 2024 in the peer-reviewed publication, Headache:

The Journal of Head and Face Pain. The study showed that PUR3100 achieved peak exposures in the targeted therapeutic range and

time to maximum concentration occurred at five minutes after dosing at all dosing levels. The PUR3100 dose groups also showed a lower

incidence of nausea and no vomiting compared to observations of nausea and vomiting in the intravenously (“IV”) administered

DHE dose group.

PUR1800

●

PUR1800

is a Narrow Spectrum Kinase Inhibitor (“NSKI”), engineered with our iSPERSE™ technology, for the treatment of acute

exacerbations in chronic obstructive pulmonary disease (“AECOPD”). In 2023, Pulmatrix presented complete results from

a Phase 1b study of PUR1800 for AECOPD, indicating PUR1800 was well-tolerated with no observed safety signals. The topline data,

along with the results from chronic toxicology studies, support the continued development of PUR1800 for the treatment of AECOPD

and other inflammatory respiratory diseases.

●

2024, Pulmatrix published an abstract titled “Ex vivo evaluation of the potential for Narrow Spectrum Kinase inhibitors

as a treatment for Idiopathic Pulmonary Fibrosis”.

First

Quarter 2026 Financial Results

Research

and development expenses were less than $0.1 million for both the three months ended March 31, 2026, and 2025. All clinical development

is currently on hold while the Company works to license or monetize our clinical assets.

General

and administrative expenses decreased approximately $0.5 million to $1.3 million for the three months ended March 31, 2026, compared

to $1.8 million for the three months ended March 31, 2025. The decrease was primarily due to higher costs incurred in the three months

ended March 31, 2025, related to the preparation and filing of a registration statement on Form S-4 and amendments thereto with the SEC.

The

Company’s total cash and cash equivalents balance as of March

31, 2026, was $3.3 million, compared to $4.1 million as of December 31, 2025. The Company’s

unaudited financial statements were prepared assuming that the Company will continue as a going concern within one year after the date

such financial statements are issued. The Company anticipates that its cash position, based on current operational efficiencies and prioritization

of spending, is sufficient to fund its operations at least through the anticipated closing of the proposed Merger with Eos.

PULMATRIX,

INC.

Consolidated

Balance Sheets

(in

thousands, except share and per share data)

March 31,

2026

December 31,

2025

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$ 3,324

$ 4,088

Restricted cash

700

Prepaid expenses and other current assets

465

Total current assets

4,489

4,129

Long-term restricted cash

Total assets

$ 4,496

$ 4,139

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$ 651

$ 272

Accrued expenses and other current liabilities

254

Total current liabilities

905

329

Total liabilities

905

329

Stockholders’ equity:

Preferred Stock, $0.0001 par value — 500,000 shares authorized; 1,100 shares designated as Series B Convertible Preferred Stock; no shares issued and outstanding at March 31, 2026, and December 31, 2025; 1,000 shares of Series B Convertible Preferred Stock issuable at March 31, 2026

950

Common stock, $0.0001 par value — 200,000,000 shares authorized; 3,652,285 shares issued and outstanding at March 31, 2026, and December 31, 2025

Additional paid-in capital

306,131

306,128

Accumulated deficit

(303,490 )

(302,318 )

Total stockholders’ equity

3,591

3,810

Total liabilities and stockholders’ equity

$ 4,496

$ 4,139

PULMATRIX,

INC.

Consolidated

Statements of Operations

(in

thousands, except share and per share data)

(unaudited)

Three Months Ended March 31,

2026

2025

Operating expenses:

Research and development

$ 3

$ 19

General and administrative

1,289

1,828

Total operating expenses

1,292

1,847

Loss from operations

(1,292 )

(1,847 )

Other income (expense):

Interest income

Fair value adjustment of warrants

Other income (expense), net

108

(80 )

Total other income (expense), net

120

Net loss

$ (1,172 )

$ (1,808 )

Net loss per share attributable to common stockholders – basic and diluted

$ (0.32 )

$ (0.50 )

Weighted average common shares outstanding – basic and diluted

3,652,285

About

Pulmatrix, Inc.

Pulmatrix

is a biopharmaceutical company that has focused on the development of novel inhaled therapeutic products intended to prevent and treat

migraine and respiratory diseases with important unmet medical needs using its patented iSPERSE™ technology. The Company’s

proprietary product pipeline includes treatments for central nervous system (“CNS”) disorders such as acute migraine and

serious lung diseases such as Chronic Obstructive Pulmonary Disease (“COPD”) and allergic bronchopulmonary aspergillosis

(“ABPA”). Pulmatrix’s product candidates are based on its proprietary engineered dry powder delivery platform, iSPERSE™,

which seeks to improve therapeutic delivery to the lungs by optimizing pharmacokinetics and reducing systemic side effects to improve

patient outcomes. For more on the Company’s inhaled product candidates please visit:

https://www.pulmatrix.com/pipeline.html.

About

Eos SENOLYTIX, Inc.

Eos

SENOLYTIX is a biotechnology company focused on developing first-in-class gerotherapeutic peptide medicines that target the underlying

biological mechanisms of aging. Eos’s lead clinical candidates, PTC-2105 and PTC-2107, both proprietary MitoXcel™ geropeptides,

have demonstrated the ability to rejuvenate naturally aged mice via two separate mechanisms, both via a single, aging-specific target,

the mitochondrial membrane potential (MMP), also called the “Δψm”. These two mechanisms include (1) the return

of the efficiency of mitochondrial function in aging cells almost immediately back to their younger, more efficient phenotype, and (2)

the profound elimination of senescent cells throughout every organ in the body, including the brain, reducing their negative systemic

inflammatory effects. Extensive preclinical studies suggest the MitoXcel™ platform may be a broad gerotherapeutic that improves

body composition, increasing lean muscle mass, and enhancing physical function in aging animals. By targeting fundamental processes driving

aging and aging-related diseases, Eos SENOLYTIX is pursuing a unique therapeutic opportunity to intervene in the aging process in ways

that were once thought impossible. Eos SENOLYTIX is headquartered in Houston, Texas and operates within the broader SENOTHERAPEUTIX /

GEROTHERAPEUTIX group of longevity companies, which focuses on developing therapeutics targeting fundamental drivers of aging to improve

healthspan and lifespan. For more information, visit https://www.eossenolytix.com.

Forward-Looking

Statements

Certain

statements in this press release that are forward-looking and not statements of historical fact are forward-looking statements within

the meaning of the federal securities laws. Such forward-looking statements include, but are not limited to, statements of historical

fact and may be identified by words such as “anticipates,” “assumes,” “believes,” “can,”

“could,” “estimates,” “expects,” “forecasts,” “guides,” “intends,”

“is confident that,” “may,” “plans,” “seeks,” “projects,” “targets,”

and “would,” and their opposites and similar expressions are intended to identify forward-looking statements. Such forward-looking

statements are based on the beliefs of management as well as assumptions made by and information currently available to management and

include, but are not limited to, the use of proceeds from the private placement and conversion of the Series B Preferred Stock. Actual

results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including,

but not limited to, the consummation of any other potential reverse merger transaction in the future, among others; the Company’s

ability to divest its clinical assets on terms favorable to the Company, or at all, the Company’s ability to maintain compliance

with the listing standards of the Nasdaq Capital Market; the Company’s ability to continue as a going concern, the Company’s

ability to conduct its business and raise capital in the future when needed; delays in planned clinical trials; the ability to establish

that potential products are efficacious or safe in preclinical or clinical trials; the ability to establish or maintain collaborations

on the development of therapeutic candidates; the ability to obtain appropriate or necessary governmental approvals to market potential

products; the ability to obtain future funding for developmental products and working capital and to obtain such funding on commercially

reasonable terms; the Company’s ability to manufacture product candidates on a commercial scale or in collaborations with third

parties; changes in the size and nature of competitors; the ability to retain key executives and scientists; the ability to secure and

enforce legal rights related to the Company’s products, including patent protection. A discussion of these and other factors, including

risks and uncertainties with respect to the Company, including the proposed Merger with Cullgen, is set forth in the Company’s

filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, as may be supplemented or

amended by the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company disclaims any intention or

obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required

by law.

Investor

Contact:

Chuck

Padala

Managing

Director

LifeSci

Advisors

646-627-8390

chuck@lifesciadvisors.com

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