RCM Eos PIPE HOLDINGS, LLC → Pulmatrix, Inc. PULM

RCM Eos acquired the securities of Pulmatrix, Inc. (the "Issuer") pursuant to that certain Securities Purchase Agreement, dated March 26, 2026 (the "Purchase Agreement"), which closed on April 16, 2026, pursuant to which RCM Eos purchased the Securities, which are convertible into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock") at a ratio of approximately 454.55 shares of Common Stock for each share of Preferred Stock, subject to a 9.99% beneficial ownership blocker, in each case subject to the terms and conditions set forth in the Purchase Agreement and the related Certificate of Designation of the Issuer. RCM Eos made the investment to provide the Issuer with interim financing prior to the consummation of the transactions contemplated by that certain Agreement and Plan of Merger and Reorganization, dated March 26, 2026 (the "Merger Agreement"), by and among the Issuer, PUOS Merger Sub, Inc. and Eos SENOLYTIX, Inc., a Delaware corporation ("Eos"), pursuant to which PUOS Merger Sub, Inc. will merge with and into Eos with Eos surviving the merger as a wholly-owned subsidiary of the Issuer (the "Merger"). In connection with the Purchase Agreement, RCM Eos entered into a Voting Agreement with the Issuer, pursuant to which RCM Eos agreed, subject to the terms thereof, to vote the Preferred Stock and any shares of Common Stock issuable upon conversion thereof in favor of, among other things, approval of the Merger Agreement and the Transactions contemplated thereby (including the Merger). RCM Eos, its manager, Rapha, and Rapha's manager, Slawin, may each be deemed an affiliate of Eos (by virtue of being under indirect control by Slawin, who is also a director and the Chief Executive Officer of Eos and an indirect equityholder of Eos). The Reporting Persons understand that under the Exchange Ratio formula set forth in the Merger Agreement, upon the closing of the Merger, on a pro forma basis and based upon the number of shares of the Issuer's Common Stock expected to be issued in the Merger, the pre-Merger Eos stockholders, including investors participating in the financings and holders of shares issued in payment of placement agent and M&A advisory fees collectively will own approximately 94% of the combined company and the Issuer stockholders will own approximately 6% of the combined company on a fully-diluted basis (excluding any shares reserved for future grants under the Issuer's equity incentive plans). Eos disclaims beneficial ownership of the Securities described herein. Upon the closing of the transactions contemplated by the Merger Agreement, it is anticipated that Eos will be replacing the board of directors of the Issuer and that the Issuer will engage in the business of Eos. Except as described above (including with respect to the Merger Agreement), each of RCM Eos, Rapha, and Slawin does not currently have any plans or proposals that relate to or would result in any of the maters enumerated in (a) through (j) of Item 4 of Schedule 13D, although each Reporting Person reserves the right, subject to applicable law and the terms of the transaction documents, to review its investment in the Issuer and to acquire additional securities of the Issuer or dispose of some or all of the securities of the Issuer it beneficially owns, from time to time, depending on market conditions and other factors.