Pulmatrix Inc. 2026年季度报告

FORM 10-Q For the quarterly period ended March 31, 2026 or PULMATRIX, INC. (Exact name of registrant as specified in its charter) N/A Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 11, 2026, the registrant had 3,652,285 shares of common stock outstanding. PULMATRIX, INC.FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026TABLE OF CONTENTS PART I—FINANCIAL INFORMATION Notes to Condensed Consolidated Financial StatementsManagement’s Discussion and Analysis of Financial Condition and Results of Operations PART II—OTHER INFORMATION Item 1.Legal Proceedings24Item 1A.Risk Factors24 PART I—FINANCIAL INFORMATION PULMATRIX, INC.Consolidated Balance Sheets(in thousands, except share and per share data) PULMATRIX, INC.Consolidated Statements of Operations(in thousands, except share and per share data) PULMATRIX, INC.Consolidated Statements of Cash Flows PULMATRIX, INC.Notes to Condensed Consolidated Financial Statements (Unaudited)(in thousands, except share and per share data) 1. Organization Pulmatrix, Inc. (“Pulmatrix” or the “Company”) was incorporated in 2013 as a Delaware corporation. The Company is abiopharmaceutical company that has focused on the development of a novel inhaled therapeutic products intended to prevent and treatmigraine and respiratory diseases with important unmet medical needs using its patented iSPERSE™ technology. The Company’sproprietary dry powder delivery platform, iSPERSE™, is engineered to deliver small, dense particles with highly efficient Agreement and Plan of Merger and Reorganization On March 26, 2026, Pulmatrix and Eos SENOLYTIX, Inc., a Delaware corporation (“Eos”), entered into an Agreement and Plan ofMerger and Reorganization (the “Merger Agreement”), pursuant to which, among other matters, PUOS Merger Sub, Inc., a directwholly owned subsidiary of Pulmatrix (“Merger Sub”), will merge with and into Eos, with Eos continuing as the surviving corporationand a wholly owned subsidiary of Pulmatrix (the “Merger”). In connection with the Merger, Eos and Pulmatrix entered into definitive Under the Exchange Ratio formula set forth in the Merger Agreement, upon the closing of the Merger (the “Closing”), on a pro formabasis and based upon the number of shares of Pulmatrix common stock expected to be issued in the Merger, pre-Merger Eosstockholders, including investors participating in the Financings and holders of shares issued in payment of placement agent and The consummation of the Merger is subject to approval by Pulmatrix stockholders and Eos stockholders, as well as other customaryclosing conditions, including the effectiveness of a registration statement filed with the Securities and Exchange Commission in The Merger Agreement contains certain termination rights of each of Pulmatrix and Eos. At the Effective Time, the board of directorsof Pulmatrix is expected to consist of six members, one of which will be a director designated by Pulmatrix, and the remainder of The Company’s future operations are highly dependent on the success of the Merger and there can be no assurances that the Mergerwill be successfully consummated. If the Merger is not consummated, the Company’s board of directors may decide to pursue a 2. Summary of Significant Accounting Policies and Recent Accounting Standards Basis of Presentation The condensed consolidated financial statements of the Company included herein have been prepared pursuant to the rules andregulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally includedin financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed The financial information as of March 31, 2026, and for the three months ended March 31, 2026 and 2025, is unaudited. In the opinionof management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of theinterim financial informatio