Form 424B3 Pulmatrix, Inc.

 

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-296478

 

PROSPECTUS

 

 

491,607 Shares of Common Stock

(and including up to 37,061 Dividend Shares)

 

This prospectus relates to the resale by the selling stockholder named in this prospectus from time to time of up to an aggregate of 491,607 shares of our common stock, par value $0.0001 per share (the “Common Stock”), issuable upon (i) the conversion of shares of our newly designated Series B Convertible Preferred Stock (the “Preferred Shares”) and (ii) the issuance of Common Stock as dividends to the holders of the Preferred Shares (the “Dividend Shares”). The 491,607 shares of Common Stock issuable upon conversion of the Preferred Shares and issuance of the Dividend Shares, are comprised of (A) shares of Common Stock underlying 1,000 Preferred Shares, which are convertible into an aggregate of 454,546 Conversion Shares (as defined below) at a conversion price of $2.20 and a stated value of $1,000 per share and (B) 37,061 shares of Common Stock issuable as Dividend Shares to the holder of the Preferred Shares at a rate of 8% per annum on the stated value of the Preferred Shares over a term of up to one year. Subject to the terms of the Certificate of Designations (as defined herein), dividends on the Preferred Shares shall be calculated on the basis of a 365-day year and shall accrue daily commencing on the Original Issue Date (as defined in the Certificate of Designations, and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends, and are payable on each conversion date in shares of Common Stock.

 

The Preferred Shares were acquired by the selling stockholder under the Securities Purchase Agreement (the “Purchase Agreement”), dated March 26, 2026, by and between the Company and the investor party thereto (the “Investor”). The shares of Common Stock issuable upon the conversion of the Preferred Shares are herein referred to as “Conversion Shares.”

 

The Conversion Shares were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder.

 

We are registering the resale of the Conversion Shares covered by this prospectus as required by the Purchase Agreement. We are also registering the resale of the Dividend Shares. The selling stockholder will receive all of the proceeds from any sales of the shares offered hereby. We will not receive any of the proceeds, but we will incur expenses in connection with the offering.

 

The issuance of the shares of Common Stock covered by this prospectus could cause substantial dilution to our existing stockholders. The number of shares covered by this prospectus represents approximately 13% of the number of shares of Common Stock issued and outstanding as of the date of this prospectus. The actual number of shares of Common Stock that we issue to the selling stockholder may be less than the aggregate number of shares covered by this prospectus. Please refer to risk factor entitled “The issuance of the shares of Common Stock covered by this prospectus could significantly increase the total number of shares of Common Stock issued and outstanding and thereby cause our existing stockholders to experience substantial dilution” on page 5 of this prospectus. For additional information on the terms of the Preferred Shares, including those terms which may affect the number of Conversion Shares and Dividend Shares that will be issued to the holders of the Preferred Shares, you should refer to the section of this prospectus entitled “Prospectus Summary—Private Placement of Series B Convertible Preferred Stock.”

 

Our registration of the shares of Common Stock covered by this prospectus does not mean that the selling stockholder will offer or sell any of such shares of Common Stock. The selling stockholder named in this prospectus, or their donees, pledgees, transferees or other successors-in-interest, may resell the shares of Common Stock covered by this prospectus through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the possible methods of sale that may be used by the selling stockholder, you should refer to the section of this prospectus entitled “Plan of Distribution.”

 

Any shares of Common Stock subject to resale hereunder will have been issued by us and acquired by the selling stockholder prior to any resale of such shares pursuant to this prospectus.

 

No underwriter or other person has been engaged to facilitate the sale of the Common Stock in this offering. We will bear all costs, expenses and fees in connection with the registration of the Common Stock. The selling stockholder will bear all commissions and discounts, if any, attributable to their respective sales of the Common Stock.

 

Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “PULM.” On October 23, 2026, the last reported sales price for our Common Stock was $1.48 per share.

 

Investment in our Common Stock involves risk. See “Risk Factors” contained in this prospectus and beginning on page 5, in our periodic reports filed from time to time with the Securities and Exchange Commission, which are incorporated by reference in this prospectus and in any applicable prospectus supplement. You should carefully read this prospectus and any applicable prospectus supplement, together with the documents we incorporate by reference, before you invest in our Common Stock.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is October 26, 2026.

 

 

Table of Contents

 

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	4
RISK FACTORS	5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	6
USE OF PROCEEDS	7
SELLING STOCKHOLDER	8
PLAN OF DISTRIBUTION	10
LEGAL MATTERS	12
EXPERTS	12
WHERE YOU CAN FIND MORE INFORMATION	12
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	13

 

 

About this Prospectus

 

This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the selling stockholder named herein may, from time to time, offer and sell or otherwise dispose of the shares of our Common Stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus.

 

This prospectus and the documents incorporated by reference into this prospectus include important information about us, the securities being offered and other information you should know before investing in our securities. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares of Common Stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.

 

You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus. We have not, and the selling stockholder has not, authorized anyone to give any information or to make any representation to you other than those contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

 

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

 

Unless otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our general expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due to a variety of factors, including those described in “Risk Factors” beginning on page 5 of this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates.

 

 

 

 

 

 

The Offering

 

 

 

Risk Factors

 

Investing in our securities involves a high degree of risk. In addition to the other information contained in this prospectus and in the documents we incorporate by reference, you should carefully consider the risks discussed below and under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as well as any amendment or update to our risk factors reflected in subsequent filings with the SEC, including the applicable risk factors sections in our registration statement on Form S-4, as amended, before making a decision about investing in our securities. The risks and uncertainties discussed below and in the documents incorporated by reference are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business. If any of these risks occur, our business, financial condition and operating results could be harmed, the trading price of our Common Stock could decline and you could lose part or all of your investment.

 

Risks Related to this Offering and Our Common Stock

 

The issuance of the shares of Common Stock covered by this prospectus could significantly increase the total number of shares of Common Stock issued and outstanding and thereby cause our existing stockholders to experience substantial dilution.

 

The shares of Common Stock being offered pursuant to this prospectus represent Conversion Shares issuable upon the conversion of our Preferred Shares. As of September 29, 2026, there were 3,652,285 shares of Common Stock issued and outstanding (prior to any deemed issuance of any Conversion Shares or Dividend Shares). If we issue the maximum number of Conversion Shares and Dividend Shares that are being registered hereunder, the number of shares of Common Stock after such issuance would represent approximately 13% of the number of shares of Common Stock issued and outstanding as of the date of this prospectus. As a result, an existing stockholder’s proportionate interest in us will be substantially diluted. The actual number of shares of Common Stock that we issue to the selling stockholder may be less than the aggregate number of shares covered by this prospectus.

 

The Certificate of Designations provides for the payment of dividends in shares of our Common Stock, which will require us to have shares of Common Stock available to pay the dividends.

 

Each share of the Preferred Shares is entitled to receive cumulative dividends at the rate per share of 8% per annum of the stated value per share, payable on each Conversion Date. As such, we will have to rely on having available shares of Common Stock to pay such dividends, which may result in dilution to our stockholders. If we do not have such available shares, we may not be able to satisfy our dividend obligations.

 

Substantial future sales or other issuances of our Common Stock could depress the market for our Common Stock.

 

Sales of a substantial number of shares of our Common Stock and any future sales of a substantial number of shares of Common Stock in the public market, including the issuance of shares or any shares issuable upon conversion of the Preferred Shares, or the perception by the market that those sales could occur, could cause the market price of our Common Stock to decline or could make it more difficult for us to raise funds through the sale of equity and equity-related securities in the future at a time and price that our management deems acceptable, or at all. The issuance of the shares of Common Stock upon conversion of the Preferred Shares and the issuance of the Dividend Shares, for example, is likely to further depress the price of our Common Stock.

 

In addition, as opportunities present themselves, we may enter into financing or similar arrangements in the future, including the issuance of debt securities, preferred stock or Common Stock, which could also depress the market for our Common Stock. We cannot predict the effect, if any, that market sales of those shares of Common Stock or the availability of those shares for sale will have on the market price of our Common Stock.

 

You may experience future dilution as a result of future equity offerings and other issuances of our securities.

 

In order to raise additional capital, we may in the future offer additional shares of Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may not be the same as the price per share paid by the investors in this offering. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by the investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of Common Stock or securities convertible into shares of Common Stock in future transactions may be higher or lower than the price per share paid to the selling stockholder. Our stockholders will incur dilution upon exercise of any outstanding stock options, warrants or other convertible securities or upon the issuance of shares of Common Stock under our stock incentive programs.

 

Any additional capital raised through the sale of equity or equity-backed securities may dilute our stockholders’ ownership percentages and could also result in a decrease in the market value of our equity securities.

 

The terms of any securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then outstanding.

 

In addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.

 

 

Special Note Regarding Forward-Looking Statements

 

This prospectus and the information incorporated by reference in this prospectus contain “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Our use of the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “forecasts,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal” or the negative of those words or other similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. Forward-looking statements should not be read as a guarantee of future performance or results and will probably not be accurate indications of when such performance or results will be achieved. All statements included or incorporated by reference in this prospectus, and in related comments by our management, other than statements of historical facts, including without limitation, statements about future events or financial performance, are forward-looking statements that involve certain risks and uncertainties.

 

These statements are based on certain assumptions and analyses made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. While these statements represent our judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results. Whether actual future results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the risks and uncertainties discussed in this prospectus, any applicable prospectus supplement and the documents incorporated by reference under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and elsewhere in those documents.

 

Consequently, all of the forward-looking statements made in this prospectus as well as all of the forward-looking statements incorporated by reference to our filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are qualified by these cautionary statements and there can be no assurance that the actual results or developments that we anticipate will be realized or, even if realized, that they will have the expected consequences to or effects on us and our subsidiaries or our businesses or operations. We caution investors not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other such factors that affect the subject of these statements, except where we are expressly required to do so by law.

 

 

Use of Proceeds

 

All shares of our Common Stock offered by this prospectus are being registered for the account(s) of the selling stockholder and we will not receive any proceeds from the sale of these shares.

 

 

Selling Stockholder

 

Unless the context otherwise requires, as used in this prospectus, “selling stockholder” includes the selling stockholder listed below and donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from the selling stockholder as a gift, pledge or other non-sale related transfer.

 

We have prepared this prospectus to allow the selling stockholder or its successors, assignees or other permitted transferees to sell or otherwise dispose of, from time to time, up to 491,607 shares of our Common Stock, which includes up to 37,061 shares of Common Stock issuable as Dividend Shares.

 

The Common Stock being offered by the selling stockholder is those shares issuable to the selling stockholder upon conversion of the Preferred Shares and issuance of the Dividend Shares. For additional information regarding the issuance of the Preferred Shares, see “Private Placement of Series B Convertible Preferred Stock,” above. We are registering the Conversion Shares and Dividend Shares in order to permit the selling stockholder to offer the shares for resale from time to time. The selling stockholder may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act, or pursuant to another effective registration statement covering those shares.

 

Relationships with the Selling Stockholder

 

Except for the ownership of the Preferred Shares issued pursuant to the Purchase Agreement and, except as disclosed in our periodic reports and current reports filed with the SEC from time to time, the selling stockholder has not had any material relationship with us within the past three years.

 

Information About Selling Stockholder Offering

 

The table below lists the selling stockholder and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of the shares of Common Stock held by the selling stockholder. The second column (titled “Shares of Common Stock Beneficially Owned Before Offering”) lists the number of shares of Common Stock beneficially owned by the selling stockholder, based on its respective ownership of shares of Common Stock and Preferred Shares as of September 29, 2026, assuming conversion of the Preferred Shares held by such selling stockholder on that date, and taking account of any beneficial ownership limitations on conversion and exercise set forth therein.

 

The third column (titled “Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus”) lists the shares of Common Stock being offered by this prospectus by the selling stockholder at the Conversion Price of the Preferred Shares, and does not take into account any beneficial ownership limitations on conversion of the Preferred Shares as set forth in the Certificate of Designations.

 

The fourth and fifth columns (titled “Number of Shares of Common Stock Beneficially Owned After Offering” and “Percentage of Common Stock Beneficially Owned After Offering”, respectively), assume the conversion of the Preferred Shares at the Conversion Price and the sale of all of the shares offered by the selling stockholder pursuant to this prospectus, including the Dividend Shares apportioned to the selling stockholder based on the number of Preferred Shares held by the selling stockholder.

 

 

Under the terms of the Certificate of Designations, a selling stockholder may not convert the Preferred Shares to the extent (but only to the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of Common Stock which would exceed 9.99%, of the outstanding shares of the Company (the “Beneficial Ownership Blocker”). The number of shares in the second column (“Number of Shares of Common Stock Owned Prior to Offering”), reflects these limitations. The number of shares in the third column (“Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus”) does not take into account any limitations on the conversion of the Preferred Shares or the issuance of the Dividend Shares. The selling stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

 

		Shares of Common Stock Beneficially Owned Before Offering(1)								Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus (2)				Shares of Common Stock Beneficially Owned After Offering
Selling Stockholder		Number				Percentage				Offered				Number				Percentage
RCM Eos PIPE HOLDINGS, LLC (3)			405,358				9.99	%			491,607	(4)			0				0.00	%

 

* Less than 1%

 

(1)

This table and the information in the notes below are based upon information available to the Company and upon 3,652,285 shares of Common Stock issued and outstanding as of September 29, 2026 (prior to any deemed issuance of any Conversion Shares). Except as expressly noted in the footnotes below, beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. The amounts set forth in this column reflect the application of various limitations on the issuance of Conversion Shares in the Certificate of Designations, including certain beneficial ownership limitations and limitations under the rules or regulations of Nasdaq.

 

(2)	Shares of Common Stock to be sold pursuant to this prospectus represent the number of shares of Common Stock that may be issued, in the aggregate, upon conversion of any Preferred Shares beneficially owned by the selling stockholder without taking into account any limitations on beneficial limitation as related to ownership limitations on the conversion of the Preferred Shares as set forth in the Certificate of Designations.
	The number of shares of Common Stock in this column additionally includes up to an aggregate of 37,061 Dividend Shares issuable as dividends to the holder of the Preferred Shares.

 

(3)

The shares are held directly by RCM Eos PIPE HOLDINGS, LLC, a limited liability company (“RCM”). Rapha Capital Management LLC is RCM’s manager. Kevin Slawin, M.D. has voting control and investment discretion over securities held by RCM. As such, Dr. Slawin may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities held by RCM. Dr. Slawin disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. RCM’s address is 2710 Reed Road, Suite 160, Houston, Texas 77051.

 

Shares of Common Stock to be sold pursuant to this prospectus represent the number of shares of Common Stock that may be issued, in the aggregate, upon conversion of any Preferred Shares beneficially owned by the selling stockholder.

 

(4)	Consists of (i) 454,546 Conversion Shares converted at the Conversion Price and (ii) 37,061 Dividend Shares.

 

 

Plan of Distribution

 

We are registering the shares of Common Stock issuable upon conversion of the Preferred Shares to permit the resale of these shares of Common Stock by the holders of the Preferred Shares from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholder of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.

 

The selling stockholder and any of its pledgees, assignees and successors-in-interest may sell all or a portion of the shares of Common Stock held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at prices related to prevailing market prices, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

 

●	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
●	in the over-the-counter market;
●	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
●	through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;
●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
●	an exchange distribution in accordance with the rules of the applicable exchange;
●	privately negotiated transactions;
●	short sales made after the date the Registration Statement is declared effective by the SEC;
●	broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share;
●	a combination of any such methods of sale; and
●	any other method permitted pursuant to applicable law

 

The selling stockholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

 

 

In addition, the selling stockholder may transfer the securities by other means not described in this prospectus. If the selling stockholder effects such transactions by selling securities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholder or commissions from purchasers of the securities for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the securities or otherwise, the selling stockholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the securities in the course of hedging in positions they assume. The selling stockholder may also sell securities short and deliver securities covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholder may also loan or pledge securities to broker-dealers that in turn may sell such securities.

 

The selling stockholder may pledge or grant a security interest in some or all of the securities owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the securities from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholder to include the pledgee, transferee or other successors in interest as selling stockholder under this prospectus. The selling stockholder also may transfer and donate the securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 

To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholder and any broker-dealer participating in the distribution of the securities may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of securities is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of securities being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholder and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

 

Under the securities laws of some states, the securities may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

 

There can be no assurance that any selling stockholder will sell any or all of the securities registered pursuant to the registration statement of which this prospectus forms a part.

 

The selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of securities by the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to such securities. All of the foregoing may affect the marketability of the securities and the ability of any person or entity to engage in market-making activities with respect to the securities.

 

We will pay all expenses of the registration of the securities, including, without limitation, the SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the Purchaser Parties (as defined in the Purchase Agreement) against liabilities as a result of or relating to (a) any breach of the representations, warranties or covenants made by us in the Transaction Documents (as defined in the Purchase Agreement) and (b) any action instituted against the Purchaser Parties or their affiliates, by any stockholder of ours who is not an affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (subject to certain exceptions).

 

Once sold under the registration statement, of which this prospectus forms a part, the securities will be freely tradable in the hands of persons other than our affiliates.

 

 

Legal Matters

 

The validity of the securities offered by this prospectus will be passed upon for us by Haynes and Boone, LLP, New York, New York.

 

Experts

 

The consolidated financial statements of Pulmatrix, Inc. as of December 31, 2025, and for the year then ended, incorporated in this registration statement and accompanying prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2025, have been audited by CBIZ CPAs P.C., an independent registered public accounting firm, as set forth in their report thereon, and have been so incorporated in reliance upon the report of such firm given on the authority of said firm as experts in auditing and accounting.

 

The consolidated financial statements of Pulmatrix, Inc. as of December 31, 2024, and for the year then ended, incorporated in this registration statement and accompanying prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2025, have been audited by Marcum LLP, an independent registered public accounting firm, as set forth in their report thereon, and have been so incorporated in reliance upon the report of such firm given on the authority of said firm as experts in auditing and accounting.

 

The financial statements of Eos at December 31, 2025 and 2024, and for the periods then ended, included in this registration statement of Pulmatrix, Inc., which is referred to and incorporated by reference to registration statement, have been audited by Stephano Slack LLC, independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

 

Where You Can Find More Information

 

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us, we refer you to the registration statement and to its exhibits and schedules.

 

We file annual, quarterly and current reports and other information with the SEC. The SEC maintains an internet website at www.sec.gov that contains periodic and current reports, proxy and information statements, and other information regarding registrants that are filed electronically with the SEC.

 

These documents are also available, free of charge, through the Investors section of our website, which is located at www.pulmatrix.com. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information on our website to be part of this prospectus.

 

 

Incorporation of Certain Information by Reference

 

The SEC allows us to “incorporate by reference” the information we have filed with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this prospectus and prior to the termination of the offering:

 

●	our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, and amended on June 16, 2026;
●	our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, filed with the SEC on May 15, 2026 and August 13, 2026, respectively;
●	our Current Reports on Form 8-K filed with the SEC on March 2, 2026, March 27, 2026, and April 21, 2026; and
●	the description of our securities contained in Exhibit 4.21 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 29, 2022, including any amendments thereto or reports filed for the purposes of updating this description;
●	the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and the financial statements of Eos at June 30, 2026, June 30, 2025, December 31, 2025 and December 31, 2024, and for the periods then ended, in the Company’s registration statement on Form S-4, as amended (Registration No. 333-297342) and declared effective on September 25, 2026; and
●	the risk factors under the sections entitled “Risks Related to the Merger,” “Risks Related to the Proposed Reverse Stock Split” and “Risks Related to the Combined Company” in the Company’s registration statement on Form S-4, as amended (Registration No. 333-297342) and declared effective on September 25, 2026.

 

All filings filed by us pursuant to the Securities Exchange Act of 1934, as amended, after the date of the initial filing of this registration statement and prior to the effectiveness of such registration statement (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) shall also be deemed to be incorporated by reference into the prospectus.

 

You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. Any statement contained in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus to the extent that a later statement contained in this prospectus or in any other document incorporated by reference into this prospectus modifies or supersedes the earlier statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.

 

We will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus (other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus). Any such request should be addressed to us at:

 

Pulmatrix, Inc.

945 Concord Street, Suite 1217

Framingham, MA 01701

(888) 355-4440

 

You may also access the documents incorporated by reference in this prospectus through our website at www.pulmatrix.com. Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statement of which it forms a part.

 

 

 

491,607 Shares of Common Stock

(and including up to 37,061 Dividend Shares)

 

COMMON STOCK

PROSPECTUS

 

October 26, 2026

 

 

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