Pulmatrix Closes \$1 Million Series B Preferred Stock Investment as Part of Planned Merger with Eos SENOLYTIX, Inc.

Key Highlights for Investors

• Pulmatrix, Inc. (Nasdaq: PULM) has closed a \$1 million private placement of Series B Convertible Preferred Stock with an affiliate of Eos SENOLYTIX, Inc.
• The investment is part of the ongoing, definitive merger process between Pulmatrix and Eos SENOLYTIX, Inc.
• The Series B Preferred Stock is convertible into Pulmatrix common stock at a price of \$2.20 per share, with conversion possible 90 days post-issuance.
• The proceeds will be used for working capital and general corporate purposes.
• The Series B Preferred Stock carries voting rights consistent with common stock and is subject to customary anti-dilution adjustments.
• The transaction may be price sensitive as it signals a step towards a transformative merger and introduces a set conversion price potentially relevant to Pulmatrix’s valuation.

Detailed Report

Pulmatrix, Inc., a clinical-stage biopharmaceutical company developing novel inhaled therapeutics, announced the closing of its previously disclosed private placement of Series B Convertible Preferred Stock. The investment, totaling approximately \$1 million in gross proceeds, was made by an affiliate of Eos SENOLYTIX, Inc. and is an integral part of the companies’ planned merger process.

Peter Ludlum, Interim Chief Executive Officer of Pulmatrix, described the transaction as “an important initial step forward as part of the planned merger,” highlighting the confidence of Eos’s supporting investors in Pulmatrix’s business and merger strategy.

Key Terms of the Series B Preferred Stock

• The Series B Preferred Stock is convertible to common stock at \$2.20 per share. This conversion is possible at any time beginning 90 days after the initial issuance date.
• The conversion price is subject to standard anti-dilution provisions, including adjustments for stock splits, dividends, and similar corporate actions.
• Holders of the Series B Preferred Stock are entitled to vote alongside common shareholders as a single class, with equal effect.
• The securities were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D. Consequently, they are restricted securities and may not be freely traded unless registered or exempt under applicable laws.

Strategic and Price-Sensitive Implications

• Merger Catalyst: The investment and associated definitive merger agreement with Eos SENOLYTIX, Inc. are significant milestones. The merger, if completed, could fundamentally reshape Pulmatrix’s business focus, combining Pulmatrix’s inhaled therapeutics platform with Eos’s gerotherapeutic peptide medicines targeting aging mechanisms.
• Conversion Price Signal: The \$2.20 per share conversion price sets a potential floor for future share issuance, which may be viewed as a valuation benchmark by investors. This could impact Pulmatrix’s share price in the short to medium term, especially as the market digests the implications of the merger and capital raise.
• Voting Rights and Potential Dilution: Series B Preferred Stockholders will vote with common shareholders and may convert their holdings into common stock, introducing potential dilution for existing shareholders if conversions occur.
• Use of Proceeds: The funds will support ongoing operations, working capital, and general purposes, which may help stabilize the company’s financial position during the merger process.
• Regulatory and Transactional Risks: The merger is not complete and is subject to customary closing conditions, regulatory approvals, and the ability to divest certain Pulmatrix clinical assets. There is also ongoing risk related to Nasdaq listing standards, which could impact share trading and liquidity.

About the Companies

Pulmatrix, Inc.

Pulmatrix is focused on developing inhaled therapeutics for migraine and respiratory diseases using its proprietary iSPERSE™ dry powder technology, targeting conditions with significant unmet needs such as acute migraine, COPD, and allergic bronchopulmonary aspergillosis (ABPA).

More details on Pulmatrix’s pipeline are available at their website: https://www.pulmatrix.com/pipeline.html

Eos SENOLYTIX, Inc.

Eos SENOLYTIX is a Houston-based biotechnology firm developing gerotherapeutic peptide medicines that target aging mechanisms, with lead candidates PTC-2105 and PTC-2107. These proprietary MitoXcel™ geropeptides have shown preclinical efficacy in rejuvenating aged mice by restoring mitochondrial function and eliminating senescent cells, potentially improving body composition and physical function with broad implications for longevity therapeutics. Eos is part of the larger SENOTHERAPEUTIX / GEROTHERAPEUTIX group.

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

Forward-Looking Statements and Risks

The company cautions that this release contains forward-looking statements based on current management beliefs and assumptions. These statements involve risks including, but not limited to, completion of the proposed merger, successful divestment of clinical assets, continued Nasdaq listing compliance, future capital needs, and development and regulatory challenges. Actual results may differ materially due to these and other risks discussed in the company’s SEC filings.

Investor Contact

Chuck Padala
Managing Director, LifeSci Advisors
646-627-8390
[email protected]

Disclaimer: This article is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Investors should review the company’s filings with the SEC and consult their financial advisor prior to making investment decisions. The information may contain forward-looking statements subject to risks and uncertainties. Pulmatrix is under no obligation to update forward-looking statements as a result of new information or future events.

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