The S-3/A is a required step to register PIPE shares for the Eos merger, signaling deal progress. However, the conversion price is far above market, so near-term selling pressure is limited. Monitor the stockholder vote on the merger and Nasdaq listing approval — these are the key catalysts. The stock will likely trade on merger probability rather than fundamentals.
Price Chart
Executive Summary
Pulmatrix filed Amendment No. 1 to its S-3 shelf registration to register the resale of up to 490,910 shares of common stock (including 36,364 dividend shares) issuable upon conversion of Series B Convertible Preferred Stock held by RCM Eos PIPE HOLDINGS, LLC. The preferred shares were issued in a $1.0M private placement tied to the pending reverse merger with Eos SENOLYTIX, under which current Pulmatrix stockholders will own only ~6% of the combined company. The filing is a procedural step toward closing the merger, but the company receives no proceeds and the registration enables future selling by the investor, adding overhang to an already distressed micro-cap.
Key Financial Metrics
Key Facts
- Registers 490,910 shares for resale: 454,546 conversion shares at $2.20 per share plus 36,364 dividend shares (8% annual dividend on $1,000 stated value).
- Shares represent ~13% of current 3,652,285 shares outstanding as of May 27, 2026.
- Company receives no proceeds from the resale; selling stockholder is RCM Eos PIPE HOLDINGS, LLC (affiliate of merger counterparty Eos).
- Conversion price of $2.20 is well above the last reported price of $1.29 (June 3, 2026), so conversion is unlikely unless the stock price rises or the merger closes (automatic conversion).
- Q1 2026 financials: cash $3.3M, net loss $1.17M, accumulated deficit $303.5M; minimal R&D spend ($3K) indicates a virtual shell company.
- Pending merger with Eos would result in current Pulmatrix stockholders owning ~6% of the combined company on a fully-diluted basis.
Financial Impact
Potential dilution of ~13% from conversion shares if converted; merger would cause ~94% ownership dilution for current shareholders. No immediate cash impact to company.
Risk Factors
- Merger may fail to close (stockholder approval, Nasdaq listing, or other conditions).
- If merger closes, automatic conversion and eventual resale by the investor could pressure the stock.
- Company has minimal cash runway (~3 quarters at current burn) with no revenue; failure of merger could lead to dissolution.
- Current market price ($1.29) well below conversion price ($2.20) limits immediate dilution but reflects weak demand.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3/A Filing (Primary) | 0001493152-26-036642 |
| Exhibit: ex23-1.htm | 0001493152-26-036642 |
| Exhibit: ex23-2.htm | 0001493152-26-036642 |
| Exhibit: ex23-3.htm | 0001493152-26-036642 |
| Document: 0001493152-26-036642-index-headers.html | 0001493152-26-036642 |
| Document: 0001493152-26-036642-index.html | 0001493152-26-036642 |
| Document: 0001493152-26-036642.txt | 0001493152-26-036642 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 4, 2026 27d ago | S-4/A | $1.40 $1.45 | ▼ −3.58% | ▼ −4.70% | $1.57 (−12.54%) |
Aug 13, 2026 7w ago | 8-K | $1.51 $1.50 | ▼ −0.66% | ▲ +1.30% | $1.57 (+3.97%) |
Aug 13, 2026 7w ago | Press Release | $1.51 $1.50 | ▲ +0.66% | ▼ −1.30% | $1.57 (−3.97%) |
Aug 7, 2026 7w ago | S-3/A | $1.57 $1.56 | ▲ +0.64% | ▲ +0.59% | $1.57 (−0.00%) |
Jun 16, 2026 15w ago | 10-K/A | $1.50 $1.53 | ▲ +2.00% | ▲ +3.04% | $1.57 (+4.67%) |
Jun 5, 2026 17w ago | 425 | $1.33 $1.40 | ▲ +5.26% | ▲ +4.69% | $1.57 (+18.05%) |
Jun 4, 2026 17w ago | S-3 | $1.32 $1.38 | ▼ −4.55% | ▼ −7.10% | $1.57 (−18.94%) |
May 15, 2026 20w ago | 8-K | $1.25 $1.34 | ▲ +7.20% | ▲ +6.24% | $1.57 (+25.60%) |
Apr 21, 2026 23w ago | 8-K | $1.38 $1.28 | ▼ −7.25% | ▼ −8.33% | $1.57 (+13.77%) |
US Market Status
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