Welcome to the special meeting of stockholders in lieu of the annual meeting of stockholders of PULMATRiX, Inc, which will be referred to as the company during this meeting. I would now like to introduce Peter Ludlum, the Interim Chief Executive Officer and Interim Chief Financial Officer of the company.
Good morning, ladies and gentlemen. I am Peter Ludlum, the Interim Chief Executive Officer and Interim Chief Financial Officer of the company. Welcome to our special meeting. I would like to start by introducing the directors of the company, Mr. Michael J. Higgins, Chairman of the Board of Directors, Dr. Richard Batycky, Dr. Christopher Cabell, Mr. Anand Varadan, and Mr. Todd Bazemore. I would also like to introduce Laura Sunday from the law firm Haynes and Boone, our corporate counsel, who is also present virtually today. I will act as chairman and secretary of the meeting. I hereby call the meeting to order. Richard Lizza of Broadridge Financial Solutions, Inc has been appointed by the board as the Inspector of Elections. The Inspector of Elections has taken and signed an oath of office.
Serving as secretary, I will file his signed oath of the Inspector of Elections with the records of the meeting. Now, I would like to introduce Jordan Medalia, a consultant of the company, who will conduct the remainder of the meeting.
Thank you, Mr. Ludlum, and good morning, everyone. I have made available a list of the holders of common stock of the company as of the close of business on August 28, 2026, the record date fixed by the board for the determination of stockholders entitled to vote at this meeting, showing the number of shares held by each stockholder as of that date. This list, which was prepared by Vstock Transfer, transfer agent for the company, has been available for examination by any stockholder during the 10 days preceding today's meeting at our corporate office. The stockholder list will be filed with the records of this meeting. The meeting will be conducted in accordance with the agenda and rules of conduct and procedures. Copies of the agenda and rules of conduct and procedures for this meeting are available in the Documents window, located in the virtual meeting viewing platform.
In order to conduct an orderly meeting, we ask that participants follow these rules. If there is anyone present who wishes to vote their shares in person or who holds a proxy which they wish to vote, please submit your vote now by accessing the voting link emailed to you prior to the special meeting. Please note that votes should be submitted only if you have not previously given a proxy, or if you have revoked a proxy previously given by you, or if you are revoking a proxy previously given by you. If your stock is held in the name of a broker, you must have a proxy signed by the broker giving you the right to vote that stock. Mr. Lizza, please report the number of shares outstanding and authorized to vote at this meeting and the number of shares required for a quorum.
Mr. Medalia, according to a certified copy of a list of stockholders of the company, the company has issued and outstanding as of the close of business on August 28, 2026, 3,652,285 shares of common stock entitled to vote at this meeting and 454,545 shares of Series B Convertible Preferred Stock as converted to common stock, representing a total voting power of 4,106,830 votes, which constitutes all the outstanding voting securities of the company. According to the restated bylaws of the company as amended, a quorum consists of one-third of the voting power of the issued and outstanding shares entitled to vote, or 1,368,944 votes. According to our tabulation, there are 2,521,896 votes present or represented at the meeting, accounting for 61.4% of the total issued and outstanding votes, which is more than one-third. Therefore, I declare a quorum is present for the purpose of transacting business at this meeting.
Thank you. Notice of this special meeting has been given to all stockholders of record as of August 28, 2026. Company's agents have certified that the proxy materials were made available to stockholders of record beginning September 25, 2026. We will file copies of the notice and related affidavit of mailing with the minutes of this meeting. I have received an oath signed by the Inspector of Elections stating that they will faithfully execute with strict impartiality their duties, which will also be filed with the minutes of this meeting. We will now proceed with the business of the meeting. Being as a quorum is present, I now declare the polls open for voting on the eight matters being presented at today's meeting.
Any stockholder who has previously submitted their signed proxy will have their shares voted as indicated on the proxy and need not vote again today unless they wish to change a prior vote or revoke their proxy. The meeting will be divided into two parts. The first will deal with the formal business of the meeting as covered by the proxy statement and prospectus. After the conclusion of the formal business, we will then continue with a report on operations and developments of the past year. Following the presentation of the proposals, we will close the polls and announce the results.
After the meeting is adjourned, we will address certain questions that abide by our rules of procedure and that were submitted by stockholders during the meeting. Pursuant to the company's restated bylaws as amended, stockholders may nominate candidates for election as directors or bring items of business before an annual meeting by delivering written notice of such proposal, including all of the information specified in the restated bylaws as amended to the Secretary of the company within a specified time period prior to the meeting. The Secretary of the company has not been notified of any nomination of a candidate for election as a director or any proposal of an item of business by any stockholder in accordance with the company's restated bylaws as amended. As stated in the notice of this meeting, eight matters will be considered and acted upon at this meeting.
To expedite the actions to be taken at this meeting, all matters of business as reflected in the notice of this meeting will be presented first, after which we will close the polls and announce the results. There are a few terms that will be referenced throughout this meeting in connection with the proposals. The term merger refers to the contemplated merger pursuant to which PUOS Merger Sub, Inc, a direct wholly-owned subsidiary of the company, will merge with and into Eos SENOLYTIX, Inc, with Eos SENOLYTIX, Inc surviving as a wholly-owned subsidiary of the company and the surviving corporation of the merger. The term merger agreement refers to that certain agreement and plan of merger and reorganization entered into by and between the company and Eos SENOLYTIX, Inc on March 26, 2026.
A copy of such merger agreement is filed as an exhibit to our Form S-4, available on the SEC's website. The term combined company refers to PULMATRiX following the merger. Lastly, the term company charter refers to the company's amended and restated certificate of incorporation. Additional information about each of the eight proposals can be found in our Form S-4, available on the SEC's website. The board recommends that you vote for all of the proposals. The first order of business is to approve the issuance of shares of the company's common stock, which will represent more than 20% of the shares of the company's common stock outstanding immediately prior to the merger to Eos SENOLYTIX, Inc stockholders and two, the change of control resulting from the merger pursuant to NASDAQ listing rules 5635(a) and 5635(b) respectively.
The second order of business is to approve an amendment to the company charter to effect a reverse stock split of the issued and outstanding company stock at a ratio determined by the board and agreed to by Eos SENOLYTIX, Inc of one new share of company common stock for every 2-10 shares, or any number in between, of outstanding company common stock. The third order of business is to approve an amendment to the company charter to increase the number of shares of company common stock that the company is authorized to issue from 200 million to 250 million.
The fourth order of business is to ratify the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ended December 31, 2026, provided that Stephano Slack LLC is expected to be appointed for that fiscal year if the merger is completed as the combined company's independent registered public accounting firm.
The fifth order of business is to elect the Class III directors, Michael J. Higgins and Anand Varadan, to the board to hold office until the company's 2029 annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until their respective earlier death, resignation, or removal, provided that if the merger is consummated, the approval of this proposal will only have an effect until the completion of the merger because the composition of the company's board of directors will be reconstituted upon completion of the merger in accordance with the merger agreement.
The sixth order of business is to approve, on a non-binding advisory basis, the compensation paid to the company's named executive officers. The seventh order of business is to approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to the company's named executive officers. The eighth order of business is to approve the Eos Incentive Plan.
No other nominations were made in accordance with the submission criteria and deadlines set forth in the company's restated bylaws as amended. Therefore, the nominations for directors are hereby closed. Being as stockholders have now had sufficient time to execute their votes, I now declare the polls closed. The Inspector of Elections will inform us of the results. Mr. Lizza, are you prepared to report on the results of the voting?
Yes, sir. Based upon a preliminary count, we have sufficient votes to elect the director nominees and to approve the other proposals voted on today, and a final detailed count will be provided to the company shortly after this meeting.
Thanks, Mr. Lizza. The final vote totals, including votes validly received at this meeting, will be tabulated and filed with the SEC. This completes the business of our formal agenda. I will now make a brief remark on our company's recent work. As you know, on March 26, 2026, we entered into the merger agreement with Eos SENOLYTIX, Inc. We have appreciated working with Eos and its team and thank them for their focus and work on the merger process. Likewise, we would like to thank our board of directors, employees and consultants, the legal firms, audit firms, and investor relations professionals who have contributed to the process and to the filing of our Form S-4, which is available on the SEC's website. Most of all, we thank the shareholders for their participation at this special meeting of stockholders.
Also, thank you, Richard, for serving today as our host and as the Inspector of Elections. There being no further business to come before this special meeting, the special meeting is now adjourned. I would like to turn the meeting over to the host to bring this virtual meeting to a conclusion.