Liminatus Pharma, Inc. (NASDAQ: LIMN) Signs MOU with Capital Trust Group for USD 30 Million Equity Investment via an earn-out mechanism and Future Strategic Cooperation

Rhea-AI Summary

Liminatus Pharma (NASDAQ: LIMN) signed a Memorandum of Understanding with Capital Trust Group for a USD 30,000,000 equity financing via an earn-out mechanism to support R&D of its immuno-oncology programs. The investment is subject to due diligence, negotiation of definitive agreements, Nasdaq and U.S. securities compliance, and effectiveness of a registration statement for resale of the shares. Both parties target execution of definitive agreements in November 2025 and plan to discuss further strategic cooperation beginning mid-November, including potential digital bond financing programs.

Positive

• USD 30.0M equity investment committed via MOU
• Planned definitive agreements targeted for November 2025
• Funding contingent on registration statement effectiveness for resale
• Agreement opens path to future strategic cooperation and digital bonds

Negative

• Investment is conditional on diligence and definitive agreements
• Subscription subject to Nasdaq and U.S. securities compliance
• Share issuance will dilute existing shareholders upon closing

Insights

Capital Markets Analyst

Proposed 30,000,000 equity MOU is material but conditional; execution and registration are key.

The transaction structure describes an earn-out equity subscription by Capital Trust Group intended to fund research and development. The proceeds are contingent on completion of diligence, definitive agreements, Nasdaq and U.S. securities compliance, and effectiveness of a resale registration statement.

Execution risk centers on regulatory clearance and definitive documentation; timing targets include finalizing agreements in November 2025 and remittance after registration effectiveness. Watch for signed definitive agreements, the filing and SEC effectiveness of the registration statement, and any Nasdaq compliance notices over the next 30–90 days.

Biotech Strategy Analyst

Conditional capital commitment would bolster R&D runway if completed; uncertainty remains until funds are received.

The MOU links the equity infusion to an earn-out mechanism aimed to support development of a CD47-blockade program and related assets. The company states the financing would strengthen its financial foundation and enable continued research activities.

Key dependencies include completion of diligence, negotiation of definitive agreements, and the effective registration statement before funds are remitted. Monitor the signing of definitive agreements in November 2025, the registration filing status, and any explicit timelines for tranche payments when assessing near-term program funding.

LA PALMA, Calif., Oct. 30, 2025 (GLOBE NEWSWIRE) -- Liminatus Pharma, Inc. (NASDAQ: LIMN), a clinical-stage immuno-oncology company developing next-generation CD47-blockade therapies, announced today that it has entered into a Memorandum of Understanding (MOU) with Capital Trust Group Limited (CTG), a New Zealand-based investment management firm, for a USD 30,000,000 equity financing via an earn-out mechanism to support Liminatus’s research and development of advanced immunotherapy assets.

Subject to completion of diligence and the negotiation of definitive agreements, CTG intends to subscribe to newly issued shares of Liminatus, subject to compliance with Nasdaq listing rules and U.S. securities laws. The subscription funds are expected to be remitted following the submission and effectiveness of a registration statement relating to the resale of the shares. Both parties aim to finalize and execute the definitive agreements in November 2025.

In addition to the equity investment, beginning in mid-November this year and subject to definitive agreements being signed, Liminatus and CTG plan to commence discussions for further strategic cooperation, including potential future digital bond financing programs.

“We believe that this MOU marks the beginning of a long-term partnership with CTG,” said Chris Kim, Chief Executive Officer of Liminatus Pharma. “The equity financing would strengthen our financial foundation.”

About Liminatus Pharma, Inc. (NASDAQ: LIMN)

Liminatus Pharma is a 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.

About Capital Trust Group Limited (CTG)

Capital Trust Group is a New Zealand-based investment management and digital finance firm managing large-scale institutional and blockchain-enabled financing programs across healthcare, energy, and infrastructure sectors. CTG has the privilege of having General Chavalit Yongchaiyudh, the 22nd Prime Minister of Thailand, as one of its shareholders and an honorable advisor.

www.ctgprime.com

Contacts

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

Capital Trust Group:
Wasupit Wises, Director — wises@ctgprime.com, +66 61 7722142

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected equity investment, timing of definitive agreements, potential future digital bond programs, and anticipated financial and strategic benefits. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially from those described herein. Factors that may cause such differences include, among others, the ability to finalize and execute definitive agreements, regulatory and market conditions, and the availability of financing. Liminatus undertakes no obligation to update or revise any forward-looking statements, except as required by law.

FAQ

What did Liminatus (LIMN) announce on October 30, 2025 regarding financing?

Liminatus signed an MOU with Capital Trust Group for a USD 30,000,000 equity financing via an earn-out mechanism.

When do Liminatus and Capital Trust Group expect to finalize definitive agreements for the LIMN investment?

Both parties aim to finalize and execute definitive agreements in November 2025.

What conditions must be met before Capital Trust Group remits the USD 30M to LIMN?

Remittance is expected after submission and effectiveness of a registration statement and completion of diligence and definitive agreements.

Will the USD 30M financing for LIMN immediately affect outstanding shares?

No; the financing involves newly issued shares, so dilution occurs only upon closing and issuance of those shares.

Does the LIMN MOU include additional cooperation beyond the equity investment?

Yes; starting mid-November, parties plan discussions on further strategic cooperation, including potential digital bond financing programs.