Liminatus Pharma, Inc. Announces Pricing of $4.0 Million Public Offering

Liminatus Pharma (NASDAQ: LIMN) priced a best-efforts public offering of 13,813,000 common shares (or pre-funded warrants) and warrants to purchase 20,719,500 shares at a combined public offering price of $0.29 per share on February 17, 2026.

Rhea-AI Summary

Liminatus Pharma (NASDAQ: LIMN) priced a best-efforts public offering of 13,813,000 common shares (or pre-funded warrants) and warrants to purchase 20,719,500 shares at a combined public offering price of $0.29 per share on February 17, 2026.

Gross proceeds are expected to be approximately $4.0 million, with potential additional proceeds of about $6.0 million if warrants are fully exercised; closing expected on or about February 18, 2026.

Positive

• Gross proceeds of $4.0 million
• Potential additional cash of $6.0 million if warrants fully exercised
• Immediate exercisability of warrants with 5-year term

Negative

• Share price set at $0.29 implies significant dilution risk
• Offering uses placement agent and will incur fees reducing net proceeds

Argus Feb 17 session

-31.86% close to close Open Argus

Details

News Market Reaction – LIMN

On Feb 17, the day this news came out, LIMN closed 31.86% below the previous close.

Data tracked by StockTitan Argus for the Feb 17 session.

Market Context

On Feb 17, the day this news came out, the stock closed 31.9% below the previous close. The decline ...

Analysis

On Feb 17, the day this news came out, the stock closed 31.9% below the previous close. The decline reflects ongoing dilution and risk concerns. Before the announcement, LIMN was already down -22.49% and trading near its 52-week low of 0.3505, far below the 33.66 high. A prior $30,000,000 equity MOU also drew a negative reaction, and recent filings cite going-concern issues and Nasdaq listing deficiencies. Against that backdrop, a $4.0 million offering with substantial new shares and warrants naturally weighed on sentiment.

Key Figures

Shares Offered: 13,813,000 shares Warrants Offered: 20,719,500 warrants Offering Price: $0.29 per share +5 more

Shares Offered

13,813,000 shares

Common stock in best-efforts public offering

Warrants Offered

20,719,500 warrants

Warrants to purchase common stock in offering

Offering Price

$0.29 per share

Combined public offering price per common share and warrants

Pre-funded Warrant Price

$0.2899 per pre-funded warrant

Alternative to common shares in offering

Gross Proceeds

$4.0 million

Expected before fees and expenses from offering

Potential Warrant Proceeds

$6.0 million

If warrants are fully exercised on a cash basis

Warrant Exercise Price

$0.29 per share

Exercise price, immediately exercisable, 5-year term

Registration Effective Date

February 13, 2026

Form S-1 (File No. 333-293364) effectiveness

Historical Context

1 past event · Latest: Oct 30

1 event

1. Oct 30

   Financing MOU

   24h Move

   -0.7%

   Announced MOU for potential $30M equity investment via earn-out structure.

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

Key Terms

immuno-oncology, cd47-blockade, pre-funded warrants, warrants, +4 more

8 terms

immuno-oncology medical

"a pre-clinical stage immuno-oncology company developing next-generation"

Immuno-oncology is a field of medicine focused on using the body's immune system to fight cancer. It involves developing treatments that help the immune system recognize and attack cancer cells more effectively. For investors, advancements in immuno-oncology can signal promising new therapies that may lead to improved patient outcomes and potentially significant commercial opportunities.

cd47-blockade medical

"developing next-generation CD47-blockade therapies, today announced the"

CD47-blockade is a medical treatment approach that blocks the CD47 protein, a “do not eat me” signal some cells use to avoid removal by the immune system. By removing that signal, immune cells that clear damaged or abnormal cells can recognize and destroy targets such as cancer cells; for investors, it matters because this strategy represents a new class of immunotherapy with wide potential applications but also carries clinical trial, safety and regulatory risks that affect company value.

pre-funded warrants financial

"common stock (or pre-funded warrants in lieu thereof) and warrants to"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"and warrants to purchase up to 20,719,500 shares of common stock, at"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

registration statement on form s-1 regulatory

"offered pursuant to a registration statement on Form S-1 (File No."

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

prospectus regulatory

"The offering is being made only by means of a prospectus which is a"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

securities and exchange commission regulatory

"was declared effective by the Securities and Exchange Commission (the"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

public offering financial

"announced the pricing of its best-efforts public offering of 13,813,000"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

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

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CERRITOS, Calif., Feb. 17, 2026 (GLOBE NEWSWIRE) -- Liminatus Pharma, Inc. (NASDAQ: LIMN) (“Liminatus” or the “Company”), a pre-clinical stage immuno-oncology company developing next-generation CD47-blockade therapies, today announced the pricing of  its best-efforts public offering of 13,813,000 shares of its common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 20,719,500 shares of common stock, at a combined public offering price of $0.29 per share (or $0.2899 per pre-funded warrant) and accompanying warrants. The warrants will have an exercise price of $0.29 per share, will be exercisable immediately upon issuance and will expire on the fifth anniversary of the original issuance date. The closing of the offering is expected to occur on or about February 18, 2026, subject to the satisfaction of customary closing conditions. Gross proceeds, before deducting placement agent fees and other estimated offering expenses, are expected to be approximately $4.0 million. The potential additional gross proceeds to the Company from the exercise of the warrants, if fully exercised on a cash basis, would be approximately $6.0 million. No assurance can be given that any warrants will be exercised.

The Company intends to use the net proceeds from the offering to fund working capital requirements, general corporate purposes and the advancement of the Company’s business objectives.

Maxim Group LLC is acting as sole placement agent in connection with this offering. The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-293364) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the "SEC") on February 13, 2026. The offering is being made only by means of a prospectus which is a part of the effective Registration Statement. A preliminary prospectus relating to the offering has been filed with the SEC. Copies of the final prospectus relating to this offering, when available, will be filed with the SEC and may be obtained from Maxim Group LLC, 300 Park Avenue, 16^th Floor, New York, NY 10022, at (212) 895-3745.

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

About Liminatus Pharma, Inc. (NASDAQ: LIMN)

Liminatus Pharma is a pre-clinical stage immuno-oncology company pioneering next-generation therapeutics, including its proprietary CD47-blockade antibody IBA101, designed to overcome the limitations of first-generation immune therapies in solid tumors.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and are relating to the Company's future financial and operating performance. The Company has attempted to identify forward-looking statements by terminologies including "believes," "estimates," "anticipates," "expects," "plans," "projects," "intends," "potential," “target,” “aim,” “predict,” “outlook,” “seek,” “goal” “objective,” “assume,” “contemplate,” “continue,” “positioned,” “forecast,” “likely,” "may," "could," "might," "will," "should," "approximately" or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are based on current expectations, assumptions and uncertainties involving judgments about, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company's control. These statements also involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results to be materially different from those expressed or implied by any forward-looking statement. Known and unknown risks, uncertainties and other factors include, but are not limited to, the implementation of our business plan; our ability to obtain and maintain intellectual property protections for our intellectual property; our future business development, financial condition and results of operations and our ability to obtain financing cost-effectively; potential changes of government regulations; general economic and business conditions; and our ability to hire and maintain key personnel. Additionally, all forward-looking statements are subject to the “Risk Factors” detailed from time to time in the Company's most recent filings with the U.S. Securities and Exchange Commission. Because of these and other risks, uncertainties and assumptions, undue reliance should not be placed on these forward-looking statements. In addition, these statements speak only as of the date of this press release and, except as may be required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

Contacts:

Liminatus Pharma, Inc.:

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

FAQ

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

What did Liminatus (LIMN) announce about the February 2026 offering?

Liminatus announced a best-efforts offering of 13,813,000 shares and warrants to buy 20,719,500 shares. According to the company, the combined public offering price is $0.29 per share, with gross proceeds expected to be about $4.0 million before fees and expenses.

When is the LIMN offering expected to close and what are the timing terms?

The offering is expected to close on or about February 18, 2026, subject to customary conditions. According to the company, warrants issued will be exercisable immediately and will expire five years after the original issuance date.

How much additional capital could Liminatus (LIMN) raise from warrant exercises?

If all warrants are exercised for cash, the company could receive about $6.0 million in additional gross proceeds. According to the company, warrants have a $0.29 exercise price and no assurance exists that holders will exercise them.

How will Liminatus (LIMN) use the net proceeds from the offering?

The company intends to use net proceeds for working capital, general corporate purposes, and advancing its business objectives. According to the company, funds will support the development of its pre-clinical CD47-blockade immuno-oncology programs.

Who is the placement agent for Liminatus's (LIMN) February 2026 offering?

Maxim Group LLC is acting as the sole placement agent for the offering. According to the company, copies of the final prospectus will be available from Maxim Group once filed with the SEC.