aibioPulmatrix stockholders approve Eos SENOLYTIX merger and a reverse split
Tickers PULM
Pulmatrix stockholders approved all nine proposals on October 26, 2026, including a share issue above 20% to Eos holders, certain noteholders and adviser Palladium, and a reverse split of one new share for every 2 to 10. The 8-K says Eos and Pulmatrix holders could end up owning more or less of the combined company if the exchange ratio is adjusted.
Key facts
- Company
- Pulmatrix, Inc. (NASDAQ: PULM)
- News type
- Listings
- Primary source
- Pulmatrix (SEC Form 8-K)
The vote
Pulmatrix, Inc. (Nasdaq: PULM) reported in a Form 8-K filed October 27, 2026 that its stockholders approved every proposal tied to the merger with Eos SENOLYTIX, Inc. at a special meeting held October 26, 2026. The merger agreement, dated March 26, 2026, provides for PUOS Merger Sub, Inc. to merge into Eos, with Eos surviving as a wholly owned subsidiary of Pulmatrix. The 8-K says the vote was taken on the proxy statement and prospectus declared effective on September 25, 2026.
Holders of 61.40% of the company's total voting power attended, which the 8-K describes as a quorum. Pulmatrix had 3,652,285 common shares and 1,000 Series B preferred shares outstanding at the August 28, 2026 record date, which gave 4,106,830 total votes.
The main proposal
Proposal No. 1 covered issuing Pulmatrix common stock equal to more than 20% of the shares outstanding before the merger. The shares go to Eos stockholders, certain Eos noteholders and Palladium, the adviser, under an M&A Advisory Agreement dated February 12, 2026. The proposal also covered the change of control that follows, under Nasdaq Listing Rules 5635(a) and 5635(b). It passed with 1,410,737 votes for, 172,166 against and 22,400 abstaining, with 916,593 broker non-votes.
The 8-K says the ownership split could shift. Because of possible adjustments to the exchange ratio, Eos and Pulmatrix stockholders could own more or less of the combined company than currently anticipated.
Reverse split and authorized shares
Proposal No. 2 approved a reverse split of one new share for every 2 to 10 existing shares, at a ratio the board sets with Eos's agreement. It passed with 2,173,671 votes for, 293,406 against and 54,819 abstaining. Proposal No. 3 raised authorized common stock from 200,000,000 to 250,000,000 shares.
Directors, pay and the equity plan
Proposal No. 5 elected Class III directors Michael J. Higgins and Anand Varadan,. The 8-K says that election has effect only until the merger closes, because the board will be reconstituted at that point.
Proposal No. 6, an advisory vote on executive pay, passed with 1,397,971 votes for and 160,588 against. For Proposal No. 7, on how often to hold such votes, three years received 1,021,799 votes, against 406,456 for one year and 33,867 for two years. Proposal No. 8 approved the Eos SENOLYTIX, Inc. 2026 Equity Incentive Plan, with 1,282,450 votes for and 295,256 against. The auditor ratification under Proposal No. 4 passed with 2,214,211 votes for, 192,472 against and 115,213 abstaining, with CBIZ CPAs P.C. named for 2026 and Stephano Slack LLC expected to be appointed if the merger closes. Proposal No. 9, an adjournment if needed, also passed, but the 8-K says it was not necessary.
The company's finances
The company's 10-K/A, filed June 16, 2026, reports research and development expense of $38,000 for 2025, against $7.2 million for 2024. The net loss was $5.2 million in 2025, against $9.6 million in 2024. Cash used in operations was $5.4 million in 2025. Year-end 2025 cash and cash equivalents were $4.1 million, and the 10-Q filed August 13, 2026 reports $2.2 million at June 30, 2026.
The 8-K does not discuss the financings the company expects to support the combined pipeline, and it gives no amount for them.
The earlier Cullgen agreement
The company's annual report on Form 10-K, filed February 26, 2026, describes a merger with Cullgen Inc. as still pending. It says the company is seeking to monetize its iSPERSE technology and existing clinical assets, and that its future operations are highly dependent on the success of the merger. It also says the company had not received China Securities Regulatory Commission approval for the Cullgen deal.
The 8-K does not say what happened to the Cullgen agreement. It describes the Eos merger as the transaction now before stockholders.
What comes next
The 8-K says closing is subject to the conditions set forth in the Merger Agreement, and it lists the failure or delay of governmental approvals among its risks. It also lists continued Nasdaq listing until closing as a risk. The 8-K does not give a closing date.