Pulmatrix and Eos SENOLYTIX Announce Transformative Merger to Advance Novel Mitochondrial Therapies

Key Highlights

• Merger Agreement: Pulmatrix, Inc. (Nasdaq: PULM) and Eos SENOLYTIX, Inc. have entered into a definitive merger agreement, under which Pulmatrix will acquire Eos SENOLYTIX. The merger will result in the combined company operating as Eos SENOLYTIX, Inc. and is expected to trade on Nasdaq under the ticker symbol “EOSX”.
• Strategic Financing: Concurrent with the merger, Eos and Pulmatrix have secured \$19 million in aggregate gross proceeds through private financings, including a \$1 million investment in Pulmatrix from RCM Eos PIPE Holdings LLC and a bridge component for Eos from RCM Eos Holdings LLC, managed by Rapha Capital Management. These funds are earmarked to advance the development of Eos’s proprietary MitoXcel™ platform and its lead clinical candidate PTC-2105 targeting sarcopenia and sarcopenic obesity.
• Ownership Structure: Post-merger, pre-merger Pulmatrix shareholders are expected to own approximately 6% of the combined company, while pre-merger Eos shareholders (including investors in the financings and holders of shares issued for placement agent and M&A advisory fees) will own about 94%.
• Expected Closing: The merger is unanimously approved by the boards of both companies and is anticipated to close in mid-2026, subject to customary closing conditions, including shareholder approvals and the effectiveness of a registration statement on Form S-4 filed with the SEC.

Details on Eos SENOLYTIX’s Platform and Pipeline

• Gerotherapeutics Focus: The merged entity will be positioned as a leader in gerotherapeutics—medicines that target the root biological mechanisms of aging to improve healthspan. Eos’s scientific approach addresses mitochondrial dysfunction, a key driver of aging and age-related diseases.
• MitoXcel™ Platform: Leveraging AI-driven mitochondrial peptide design, the platform aims to improve body composition by increasing lean mass and reducing harmful abdominal/visceral fat. Unlike GLP-1 receptor agonists, which cause both fat and lean mass loss and may result in rebound weight gain, Eos SENOLYTIX’s lead candidate PTC-2105 has shown in preclinical studies to enhance lean mass and reduce fat without adverse effects such as reduced food intake or rebound weight gain.
• Lead Clinical Candidate: PTC-2105 is a mitochondrial-targeted geropeptide designed to enhance mitochondrial efficiency and selectively induce apoptotic elimination of senescent cells. Preclinical studies have demonstrated improved body composition, increased lean muscle mass, reduced fat accumulation, and enhanced physical performance.
• Unmet Medical Need: Sarcopenia and sarcopenic obesity affect tens of millions globally, with no approved therapies currently available. Eos’s approach is differentiated from GLP-1 therapies, which reduce fat but also cause loss of lean mass.
• Broader Applications: The MitoXcel™ platform may have potential across multiple age-related diseases, including metabolic, cognitive, neurodegenerative, and mitochondrial disorders.
• Leadership: Eos is led by Dr. Kevin Slawin, a physician-scientist and serial entrepreneur with extensive experience in drug development and translational medicine. The team includes experienced executives, scientists, and advisors from major pharmaceutical companies and academic centers.

Strategic and Financial Implications for Shareholders

• Shareholder Value: Pulmatrix shareholders will have a minority stake (6%) in the new company, while Eos shareholders dominate ownership (94%). This significant dilution for Pulmatrix shareholders is an important consideration, but it also offers exposure to a differentiated platform in a rapidly growing area of biotech.
• Pipeline Funding: The \$19 million financing is expected to support advancement of PTC-2105 and broader pipeline through key clinical milestones, potentially increasing shareholder value if clinical success is achieved.
• Market Potential: The combined company’s focus on sarcopenia and aging-related diseases addresses a large and growing unmet need, with significant commercial opportunity if successful.
• Recent Approvals: The merger builds on the momentum of recent FDA approval of FORZINITY™ (elamipretide), the first mitochondrial-targeted therapeutic, highlighting regulatory acceptance of the approach.
• Risks and Conditions: The merger is subject to shareholder approval, regulatory filings, and other customary conditions. There are substantial risks including integration challenges, clinical development success, and competitive landscape.

Transaction Advisors and Legal Counsel

• Financial Advisor and Placement Agent: Palladium Capital Group, LLC.
• Legal Counsel: Haynes and Boone, LLP for Pulmatrix; Wilk Auslander, LLP for Eos.
• Strategic Advisor: Evolution Venture Partners LLC for Eos.

Company Backgrounds

• Eos SENOLYTIX: Focused on first-in-class gerotherapeutic peptide medicines targeting the mitochondrial membrane potential. Preclinical studies suggest broad rejuvenation effects across organs, including the brain, by restoring mitochondrial function and eliminating senescent cells.
• Pulmatrix: Previously focused on novel inhaled therapeutics for migraine and respiratory diseases using its proprietary iSPERSE™ technology. The merger marks a strategic pivot to anti-aging and gerotherapeutic medicines.

Forward-Looking Statements and Risks

The merger and associated financings are subject to risks including failure to close, inability to achieve anticipated benefits, integration challenges, regulatory hurdles, clinical trial outcomes, and competitive responses. Shareholders should carefully review SEC filings and merger-related documents for further details and risk disclosures.

No Offer or Solicitation

This announcement is not an offer or solicitation to buy or sell securities or a solicitation of proxy, consent, or approval. No sale, issuance, or transfer of securities will occur except in compliance with applicable law and SEC requirements.

Action Items for Shareholders

• Monitor the progress of the merger and SEC filings, especially the registration statement on Form S-4 and proxy statement/prospectus.
• Evaluate the new ownership structure and potential dilution.
• Assess the clinical and commercial potential of Eos SENOLYTIX’s pipeline.
• Be aware of the risks and uncertainties related to the merger, clinical development, and market competition.

Disclaimer

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any security. The information is based on public disclosures as of March 26, 2026, and may be subject to change. Investors should conduct their own due diligence and consult with a financial advisor before making any investment decisions. The companies referenced are subject to risks and uncertainties as disclosed in their SEC filings.

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