Liminatus Pharma Enters Into Warrant Exercise Transaction for $1.9 Million in Gross Proceeds

Liminatus Pharma (Nasdaq:LIMN) entered a warrant exercise agreement with existing accredited investors.

Rhea-AI Summary

Liminatus Pharma (Nasdaq:LIMN) entered a warrant exercise agreement with existing accredited investors. Holders will immediately exercise 10,344,000 existing warrants for cash, providing $1.9 million in gross proceeds before fees.

In return, investors receive 20,688,000 new unregistered warrants at a $0.18 exercise price, exercisable only after required stockholder approval and expiring five years after that approval.

Positive

• $1.9 million gross proceeds from immediate warrant exercises before fees and expenses
• 10,344,000 existing warrants exercised for cash, strengthening near-term liquidity
• 20,688,000 new warrants at $0.18 could provide additional future capital upon exercise

Negative

• Exercise price of existing warrants reduced to $0.18 per share
• Potential dilution from 10,344,000 shares plus 20,688,000 new warrant shares
• New warrants are unregistered and offered only to accredited investors in a private placement

Argus Jun 3 session

-22.21% close to close Open Argus

Details

News Market Reaction – LIMN

In the Jun 3 session, LIMN declined 22.21%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -22.2% in the session following this news. A negative reaction despite the cash in...

Analysis

The stock dropped -22.2% in the session following this news. A negative reaction despite the cash inflow would fit a pattern where equity-linked financings pressure the stock. The company raised only $1.9M before fees while granting 20,688,000 new warrants at a reduced $0.18 exercise price, adding to prior dilution from the $4.0M February offering. With shares already well below the $33.66 52-week high, overhang concerns could weigh heavily on sentiment.

Key Figures

Warrants exercised: 10,344,000 shares New warrants issued: 20,688,000 shares Exercise price: $0.18 per share +2 more

Warrants exercised

10,344,000 shares

Existing warrants exercised for cash

New warrants issued

20,688,000 shares

Unregistered New Warrants granted as inducement

Exercise price

$0.18 per share

Reduced exercise price for Existing and New Warrants

Gross proceeds

$1.9 million

Cash proceeds before fees from Existing Warrant exercises

New Warrant term

5 years

Expiration from date of required stockholder approval

Historical Context

4 past events · Latest: May 21

4 events

1. May 21

   Nasdaq delisting notice

   24h Move

   -31.1%

   Nasdaq delisting notification for failure to meet market value standards.

2. May 21

   Acquisition / merger

   24h Move

   +31.0%

   Proposed merger with InnocsAI to expand oncology cell therapy pipeline.

3. Mar 17

   Clinical trial plan

   24h Move

   -2.5%

   Announcement of planned Phase 1 trial for CD47-blocking antibody IBA101.

4. Feb 17

   Equity offering

   24h Move

   -31.9%

   Pricing of $4.0M public offering with common shares and warrants at $0.29.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

warrant, accredited investors, private placement, registration statement, +4 more

8 terms

warrant financial

"entered into a warrant exercise agreement with existing accredited investors"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

accredited investors financial

"warrant exercise agreement with existing accredited investors to exercise"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

private placement financial

"The New Warrants described above were offered in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

registration statement regulatory

"The Company has agreed to file a registration statement with the SEC"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

securities act regulatory

"exemption from the registration requirements of the Securities Act and, along"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

nasdaq rules regulatory

"not exercisable until the Company obtains stockholder approval in accordance with Nasdaq rules"

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

unregistered warrants financial

"the exercising holders were issued new unregistered warrants to purchase"

Unregistered warrants are instruments that give their holder the right to buy a company's shares at a set price in the future, but they have not been registered with securities regulators for public resale. Because they are limited in who can hold or sell them and often carry resale restrictions, they matter to investors by creating potential future dilution of existing shares and offering a less liquid, higher-risk way to gain exposure compared with registered securities — like a coupon that can only be used or traded under specific conditions.

resale regulatory

"covering the resale of the shares of common stock issuable upon exercise"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FULLERTON, Calif., June 03, 2026 (GLOBE NEWSWIRE) -- Liminatus Pharma, Inc. (Nasdaq: LIMN) (“Liminatus” or the “Company”) today announced that it has entered into a warrant exercise agreement with existing accredited investors to exercise certain outstanding warrants to purchase an aggregate of 10,344,000 shares of common stock of the Company (the “Existing Warrants”). In consideration for the immediate exercise of the Existing Warrants for cash, the exercising holders were issued new unregistered warrants to purchase an aggregate of 20,688,000 million shares of common stock (the “New Warrants”). In connection with the exercise, the Company also agreed to reduce the exercise price of the Existing Warrants to $0.18.

The proceeds to the Company from the exercise of the existing warrants are $1.9 million, prior to deducting fees to the financial advisor and estimated expenses.

Maxim Group LLC acted as warrant inducement agent and financial advisor in connection with the transaction.

The New Warrants each have an exercise price of $0.18 per underlying share and are not exercisable until the Company obtains stockholder approval in accordance with Nasdaq rules. The New Warrants will expire five years from the date such stockholder approval is obtained.

The New Warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act and, along with the shares of common stock issuable upon their exercise, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the New Warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Liminatus Pharma, Inc. (Nasdaq: LIMN)

Liminatus Pharma is a biopharmaceutical company focused on the development of innovative therapies for oncology and other serious diseases.

Contacts:

Liminatus Pharma, Inc.:

Chris Kim, CEO — info@liminatuspharma.com, (213) 273-5453

Forward-Looking Statements
Certain statements made in this press release are forward-looking statements within the meaning of applicable securities laws. 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 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: the ability to satisfy the closing conditions related to the warrant exercise transaction and the overall timing and completion of such closing, the intended use of the net proceeds from the warrant exercise transaction and the exercise of the new warrants prior to their expiration; the risk that the approval of the stockholders of the Company is not obtained; the Company’s need for additional capital to fund its planned programs and operations and to continue to operate as a going concern; performance of the Company’s business; risks relating to the Company’s sources of cash and cash resources; risks relating to the Company’s ability to manage future growth; the effects of competition on the Company’s future business; the Company’s ability to maintain compliance with the Nasdaq continued listing requirements in order to prevent its common stock from being delisted; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries involving the Company; the impact of pandemics, global conflicts, the global economic status or tariffs on the 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 does 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Liminatus Pharma (NASDAQ:LIMN) announce on June 3, 2026 about its warrant exercise?

Liminatus Pharma announced a warrant exercise agreement with accredited investors, generating $1.9 million in gross proceeds. According to Liminatus, investors will exercise 10,344,000 existing warrants for cash and receive 20,688,000 new unregistered warrants in return.

How much capital will Liminatus Pharma (LIMN) receive from the June 2026 warrant transaction?

Liminatus Pharma expects to receive $1.9 million in gross proceeds from the warrant exercise. According to Liminatus, this amount is before deducting fees to the financial advisor and other estimated expenses tied to the transaction.

What are the key terms of the new Liminatus Pharma (LIMN) warrants issued in June 2026?

The new warrants have a $0.18 exercise price and are not exercisable until stockholder approval. According to Liminatus, these warrants will expire five years after that approval and were issued in a private placement to accredited investors.

How will the June 2026 Liminatus Pharma warrant deal affect LIMN share dilution?

The deal increases potential dilution through 10,344,000 exercised shares plus 20,688,000 new warrant shares. According to Liminatus, all these securities relate to common stock and the company plans to register resale of shares from new warrant exercises.

Why did Liminatus Pharma (NASDAQ:LIMN) change the exercise price of its existing warrants?

Liminatus Pharma agreed to reduce the existing warrant exercise price to $0.18 as part of the inducement to exercise. According to Liminatus, this pricing change supports immediate cash exercises that generate the $1.9 million in gross proceeds.

Are the new Liminatus Pharma (LIMN) warrants from June 2026 registered with the SEC?

The new warrants and their underlying shares are currently unregistered and were sold under an exemption. According to Liminatus, the company has agreed to file a registration statement covering the resale of shares issuable upon exercise of the new warrants.