Pulmatrix, Inc. (NASDAQ:PULM) filed a Form 8-K on October 27, 2026, reporting the results of a special meeting of stockholders held on October 26, 2026, at which nine proposals related to a planned merger with Eos SENOLYTIX, Inc. were voted on and all approved.

Key Highlights

  • Quorum reached: 2,067,351 shares of common stock and Series B Preferred Stock representing 454,545 votes were present, constituting 61.40% of total voting power.
  • Merger share issuance approved: Proposal No. 1, authorizing the issuance of shares representing more than 20% of outstanding common stock to Eos stockholders and others, passed with 1,410,737 votes for and 172,166 against.
  • Reverse stock split authorized: Stockholders approved a ratio of one new share for every 2 to 10 outstanding shares, with 2,173,671 votes for and 293,406 against.
  • Authorized shares increased: The charter amendment to raise authorized common stock from 200,000,000 to 250,000,000 shares passed with 1,405,042 votes for and 179,225 against.
  • Equity incentive plan approved: The Eos SENOLYTIX, Inc. 2026 Equity Incentive Plan received 1,282,450 votes for and 295,256 against.
  • Directors elected: Michael J. Higgins received 1,411,598 votes for, and Anand Varadan received 1,443,228 votes for, as Class III directors through the 2029 annual meeting.
  • Advisory vote on pay frequency: Stockholders chose "three years" as the preferred frequency for future advisory votes on executive compensation, with 1,021,799 votes for that option.

Pulmatrix Special Meeting Results: All Nine Merger-Related Proposals Pass

According to the filing, the special meeting was held in connection with a previously disclosed Agreement and Plan of Merger and Reorganization, entered into on March 26, 2026, among Pulmatrix, its wholly owned subsidiary PUOS Merger Sub, Inc., and Eos SENOLYTIX, Inc. Under that agreement, Merger Sub is to merge with and into Eos, with Eos surviving as a wholly owned subsidiary of Pulmatrix. The filing refers to Pulmatrix following completion of the transaction as the "Combined Company."

The record date for the special meeting was August 28, 2026. At that date, the company disclosed there were 3,652,285 shares of common stock outstanding and entitled to vote, plus 1,000 shares of Series B Preferred Stock, each carrying 454 votes, for a total voting power of 4,106,830 votes. All nine proposals on the agenda were approved by the requisite stockholder vote. Proposal No. 9, which would have authorized an adjournment to solicit additional proxies, was approved but not invoked, as the filing stated "adjournment of the Special Meeting was not necessary because there were sufficient votes to approve Proposal Nos. 1 through 8."

The filing also noted that CBIZ CPAs P.C. was ratified as independent auditor for the fiscal year ending December 31, 2026, but disclosed that "Stephano Slack LLC is expected to be appointed for that fiscal year if the Merger is completed as the Combined Company's independent registered public accounting firm." The proxy statement/prospectus was declared effective on September 25, 2026, and first mailed to stockholders on the same date. The filing contains forward-looking statements, which the company identified as subject to the cautionary provisions of the Private Securities Litigation Reform Act of 1995.

What Was Disclosed

Pulmatrix reported final voting results from its October 26, 2026 special meeting, at which stockholders approved all nine proposals needed to advance the planned merger with Eos SENOLYTIX, Inc., including share issuance, a reverse stock split, an increase in authorized shares, and a new equity incentive plan.