Pulmatrix, Inc.
For the period ended Oct 26, 2026. Filed Oct 27, 2026.
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Oct 26, 2026 · Filed Oct 27, 2026
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Contents
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.
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