Liminatus Pharma Announces Proposed Merger with InnocsAI to Expand Oncology Cell Therapy Pipeline
Rhea-AI Summary
Liminatus Pharma (LIMN) signed a definitive Merger Agreement to acquire InnocsAI via a subsidiary, aiming to expand its oncology cell therapy pipeline.
InnocsAI members will receive 1.6 billion Liminatus shares at $0.20 (about $320 million) plus contingent value rights to 20% of future net proceeds from certain strategic deals involving the acquired assets. The transaction adds CAR-T and antibody-based programs, including IBC101, a CD19xCD22 bivalent CAR-T authorized in Korea for a Phase 1/2a DLBCL study; INC101, a preclinical dual-antigen MSLNxCD276 CAR-T for solid tumors with a related armoured construct INC102; and a CS1 antibody platform intended to enable future trivalent CD19xCD22xCS1 CAR-T candidates. Closing is subject to shareholder and regulatory approvals and other customary conditions.
Positive
- Proposed all-stock transaction valued at approximately $320 million adds InnocsAI pipeline
- InnocsAI holders also receive 20% CVRs on future net proceeds from certain asset deals
- IBC101 CAR-T has authorization for a Phase 1/2a study in relapsed or refractory DLBCL
- Merger adds solid-tumor CAR-T candidates INC101/INC102 and CS1 antibody platform
- Expanded pipeline may enable multi-target CAR-T approaches across hematologic and solid tumors
Negative
- Issuance of 1.6 billion new shares at $0.20 implies significant equity dilution
- Key programs are early stage, with only IBC101 authorized for Phase 1/2a and others preclinical
- Merger has not closed and depends on shareholder and regulatory approvals and other conditions
News Market Reaction – LIMN
In the May 21 session, LIMN gained 30.99%, reflecting a significant positive market reaction. Argus tracked a peak move of +24.6% during that session. Argus tracked a trough of -53.3% from its starting point during tracking. Our momentum scanner triggered 36 alerts that day, indicating elevated trading interest and price volatility. Trading volume was exceptionally heavy at 100.7x the daily average, suggesting very strong buying interest.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Mar 17 | Clinical trial plan | Positive | -2.5% | Planned Phase 1 trial of IBA101, a next‑generation CD47 antibody. |
| Feb 17 | Equity offering | Negative | -31.9% | Dilutive $4.0M best‑efforts public offering of shares and warrants. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent financings and clinical plans were followed by negative price reactions, suggesting sensitivity to dilution and capital needs.
Over the past several months, Liminatus has focused on funding and early clinical development. On Feb 17, 2026, it priced a public offering expected to raise $4.0 million, after which the stock fell 31.86%. On Mar 17, 2026, it announced plans for a Phase 1 trial of CD47 antibody IBA101, with a 2.46% decline over the next 24 hours. Against this backdrop of capital constraints and preclinical focus, the InnocsAI merger adds a sizeable oncology cell therapy pipeline.
Key Terms
car-t medical
autologous medical
bivalent medical
bicistronic medical
and-gate technical
or-gate technical
tumor microenvironment medical
dominant-negative medical
AI-generated analysis. How Rhea-AI works. Not financial advice.
Transaction Adds Clinical and Preclinical CAR-T Programs Targeting Hematologic Malignancies and Solid Tumors
FULLERTON, Calif., May 21, 2026 (GLOBE NEWSWIRE) -- Liminatus Pharma, Inc. (“Liminatus” or the “Company”) today announced that it has entered into a definitive Merger Agreement dated May 17, 2026, with InnocsAI LLC (“InnocsAI”), a biotechnology company focused on advanced CAR-T and antibody-based oncology therapies.
Under the terms of the Merger Agreement, InnocsAI will merge with and into a newly formed wholly owned Delaware subsidiary of Liminatus, with the subsidiary surviving as a wholly owned subsidiary of the Company. The transaction is intended to expand Liminatus’ oncology pipeline with multiple biologic and cellular therapy assets designed to address significant challenges in hematologic cancers and solid tumors.
Pursuant to the agreement, the existing members of InnocsAI will receive aggregate consideration consisting of 1.6 billion shares of Liminatus common stock at an issue price of
“This proposed transaction represents a transformational opportunity for Liminatus to expand into next-generation oncology cell therapies,” said Chris Kim, Chief Executive Officer of Liminatus Pharma. “InnocsAI’s portfolio includes differentiated CAR-T technologies designed to address major limitations in current cancer therapies, including antigen escape, tumor heterogeneity, and the immunosuppressive tumor microenvironment. We believe these assets could position the Company for future development opportunities across both hematologic malignancies and solid tumors.”
Key Pipeline Assets Included in the Proposed Transaction
The assets to be acquired in the Merger include a portfolio of oncology-focused biologic and cellular therapy programs. The portfolio is centered on CAR-T and antibody-related technologies designed to address certain limitations observed in current approaches to hematologic malignancies and solid tumors, including antigen escape, tumor heterogeneity, limited T-cell persistence, tumor microenvironment-mediated suppression, and lineage-restricted target coverage. The Company believes that these assets may provide development opportunities across hematologic oncology, solid tumor indications, and future multi-target platform applications.
IBC101. IBC101 is an autologous CD19xCD22 bivalent CAR-T cell therapy candidate designed for relapsed or refractory B-cell malignancies. The product is intended to function as an OR-gate CAR-T therapy, enabling recognition of malignant B cells expressing either CD19 or CD22. According to company materials, IBC101 has received authorization from the Ministry of Food and Drug Safety of the Republic of Korea for a Phase 1/2a clinical study in relapsed or refractory diffuse large B-cell lymphoma, with Seoul St. Mary’s Hospital identified as the lead clinical site.
IBC101 is designed to address antigen escape and tumor heterogeneity, which are recognized mechanisms of relapse following single-antigen CD19-directed CAR-T therapy. By combining CD19 and CD22 targeting, IBC101 is intended to broaden antigen coverage in B-cell malignancies. Company materials also describe an ex vivo expansion process using IL-7 and IL-15, with the goal of supporting T-cell fitness and persistence. If successfully developed, IBC101 could represent a next-generation hematologic CAR-T candidate with potential applicability in relapsed or refractory DLBCL and other B-cell malignancies.
INC101. INC101 is a preclinical autologous bicistronic CAR-T cell therapy candidate for solid tumors based on a dual-antigen MSLNxCD276 design. The construct is designed as an AND-gate system in which mesothelin provides the primary tumor-associated activation signal and CD276, also known as B7-H3, provides a secondary costimulatory signal. This design is intended to improve tumor selectivity by requiring convergence of two tumor-associated signals.
The INC101 program is designed to address challenges that have limited CAR-T development in solid tumors, including on-target/off-tumor risk, antigen heterogeneity, tonic signaling, T-cell exhaustion, and tumor microenvironment-mediated suppression. Company materials describe a bicistronic architecture that separates activation and costimulation into two modules and incorporates engineering features intended to reduce signal leakage. A related follow-on construct, INC102, incorporates a dominant-negative TGF-β receptor armoring strategy intended to support T-cell function in TGF-β-rich tumor microenvironments. The proposed development focus includes biomarker-selected solid tumors with mesothelin and CD276 expression, including malignant pleural mesothelioma, ovarian cancer, pancreatic cancer, and other selected solid tumors.
CS1 Antibody Platform. The CS1 antibody platform consists of proprietary anti-CS1 monoclonal antibodies intended to serve as an enabling module for the Company’s hematologic CAR-T platform. Rather than being positioned primarily as a standalone CS1-directed CAR-T program, the CS1 binders are intended to be combined with the CD19xCD22 bivalent CAR-T backbone to support development of a potential CD19xCD22xCS1 trivalent CAR-T candidate.
This strategy is intended to extend the platform from B-cell malignancies into plasma-cell malignancies, including multiple myeloma. CD19 and CD22 are intended to provide coverage of B-cell leukemias and lymphomas, while CS1 is intended to add plasma-cell targeting capability. By integrating these targets into one trivalent CAR-T framework, the Company may be able to bridge B-cell malignancy and plasma-cell malignancy targeting strategies and support broader hematologic oncology platform-development opportunities.
Transaction Details
The proposed merger has been approved by the boards of directors/managers of both companies and remains subject to customary closing conditions, including shareholder approval, regulatory approvals and other conditions set forth in the Merger Agreement.
Additional information regarding the transaction will be included in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.
About Liminatus Pharma, Inc.
Liminatus Pharma, Inc. is a biopharmaceutical company focused on the development of innovative therapies for oncology and other serious diseases.
Forward-Looking Statements
Certain statements made in this press release are forward-looking statements. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s and InnocsAI’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: performance of the Company’s and InnocsAI’s business; the risk that the approval of the stockholders of the Company for the proposed transactions is not obtained; failure to realize the anticipated benefits of the proposed transactions, including as a result of a delay in consummating the proposed transactions; risks relating to the combined company’s sources of cash and cash resources; risks relating to the combined company’s ability to manage future growth; the effects of competition on the combined company’s future business; the Company’s ability to maintain compliance with the continued listing requirements of the Nasdaq listing rules in order to prevent its common stock from being delisted from Nasdaq; the outcome of any potential litigation, government and regulatory proceedings, any investigations and inquiries involving the parties to the transactions; the impact of pandemics, global conflicts, the global economic status or tariffs on the Company’s or the combined company’s business; and those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 31, 2026, and other documents of the Company filed, or to be filed, with the SEC. The Company and InnocsAI do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
The proposed transactions will be submitted to stockholders of the Company for their consideration and approval. The Company intends to file a registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) which will include a preliminary proxy statement in connection with the Companys solicitation for proxies for the vote by the Company’s stockholders in connection with the proposed transactions and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of the securities to be issued in connection with the proposed transactions. After the Registration Statement is filed and declared effective, the Company will mail a definitive proxy statement and other relevant documents to its stockholders as of the record date established for voting on the proposed transactions. The Company’s stockholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with the Company’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed transactions, because these documents will contain important information about the Company, InnocsAI and the proposed transactions. Stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transactions and other documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov or by directing a request to the Company.
Participants in the Solicitation
The Company, InnocsAI and their respective directors, executive officers, and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from the Company’s stockholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s stockholders in connection with the proposed transactions will be set forth in the proxy statement/prospectus to be filed with the SEC in connection with the transactions. You can find more information about the Company’s directors and executive officers and their ownership of shares of common stock of the Company in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 31, 2026. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any proposed transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contacts:
Liminatus Pharma, Inc.
Chris Kim, CEO — info@liminatuspharma.com, (213) 273-5453
