The selling stockholder (RCM Eos PIPE HOLDINGS) is an affiliate of the merger partner Eos and is currently locked up under a Voting Agreement, but the lock-up ends upon termination of that agreement. The conversion is not exercisable until 90 days after the April 16, 2026 issuance date (mid-July 2026), so the holder may now be eligible to convert and sell. Watch for any Form 4 filings or 13D amendments indicating the holder has begun converting or selling shares. The stock trading well below the $2.20 conversion price makes immediate conversion unattractive unless the price rises or the holder is hedging.
Price Chart
Executive Summary
Pulmatrix filed Amendment No. 2 to its S-3 registration statement to register 491,607 shares of common stock for resale by the selling stockholder RCM Eos PIPE HOLDINGS, LLC. The shares are issuable upon conversion of 1,000 Series B Convertible Preferred Shares (454,546 shares at $2.20 conversion price) plus up to 37,061 dividend shares. The company receives no proceeds from this resale registration. The filing is a routine contractual obligation under the March 2026 Purchase Agreement tied to the pending merger with Eos SENOLYTIX, but the potential for near-term selling by the holder creates overhang on a micro-cap stock with only $2.2M cash and a $5.7M market cap.
Key Financial Metrics
Key Facts
- Registers 491,607 shares for resale by RCM Eos PIPE HOLDINGS, LLC (affiliate of merger partner Eos)
- Shares represent ~13% dilution relative to 3,652,285 shares outstanding as of Sept 29, 2026
- Conversion price is $2.20 per share; stock closed at $1.57 on Oct 2, 2026 (30% below conversion price)
- Company had only $2.2M cash at June 30, 2026, with $700K restricted cash and $7K long-term restricted cash
- Net loss of $2.2M in H1 2026; accumulated deficit of $304.5M
- Series B Preferred pays 8% cumulative dividend in stock, adding further dilution
- Selling stockholder is currently blocked from converting above 9.99% beneficial ownership but can sell registered shares
- Company will not receive any proceeds from this resale offering
Financial Impact
Potential 13% dilution to existing common shareholders if all 491,607 shares are sold into the market. At Oct 2 price of $1.57, the registered shares have a market value of ~$772,000.
Risk Factors
- Near-term overhang from potential resale of 491,607 shares into a thin market (~$5.7M market cap)
- Company is burning cash with only ~$2.2M unrestricted cash at June 30, 2026, suggesting need for additional capital
- Pending merger with Eos adds execution risk and could trigger automatic conversion of preferred shares
- 8% cumulative dividend payable in stock further dilutes common holders over time
Investment Themes
Documents Analyzed
This report is based on 9 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3/A Filing (Primary) | 0001493152-26-045658 |
| Exhibit: ex107.htm | 0001493152-26-045658 |
| Exhibit: ex5-1.htm | 0001493152-26-045658 |
| Exhibit: ex23-1.htm | 0001493152-26-045658 |
| Exhibit: ex23-2.htm | 0001493152-26-045658 |
| Exhibit: ex23-3.htm | 0001493152-26-045658 |
| Document: 0001493152-26-045658-index-headers.html | 0001493152-26-045658 |
| Document: 0001493152-26-045658-index.html | 0001493152-26-045658 |
| Document: 0001493152-26-045658.txt | 0001493152-26-045658 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | EFFECT | $1.48 | awaiting T+5 | — | $1.44 (+2.70%) |
Oct 22, 2026 4d ago | 425 | $1.42 | awaiting T+5 | — | $1.44 (+1.41%) |
Oct 13, 2026 13d ago | 425 | $1.38 $1.43 | ▲ +3.62% | ▲ +4.77% | $1.44 (+4.35%) |
Oct 7, 2026 19d ago | DEFA14A | $1.53 $1.41 | ▼ −7.67% | ▼ −7.39% | $1.44 (−5.70%) |
Oct 2, 2026 23d ago | S-3/A | $1.48 $1.43 | ▲ +3.38% | ▲ +3.80% | $1.44 (+2.70%) |
Sep 28, 2026 28d ago | EFFECT | $1.59 $1.48 | ▲ +6.92% | ▲ +8.12% | $1.44 (+9.43%) |
Sep 25, 2026 4w ago | DEFM14A | $1.59 $1.48 | ▲ +6.92% | ▲ +8.12% | $1.44 (+9.43%) |
Sep 23, 2026 4w ago | S-4/A | $1.67 $1.54 | ▼ −7.78% | ▼ −7.37% | $1.44 (−13.77%) |
Sep 22, 2026 4w ago | 425 | $1.69 $1.52 | ▼ −9.79% | ▼ −9.12% | $1.44 (−14.54%) |
Sep 17, 2026 5w ago | S-4/A | $1.44 $1.61 | ▲ +11.81% | ▲ +10.54% | $1.44 (+0.00%) |
US Market Status
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