Liminatus Pharma SEC Filings

Liminatus Pharma, Inc. is registering up to 6,896,551 shares of common stock, or Pre-Funded Warrants in lieu of common shares, together with accompanying warrants in a best-efforts public offering.

The company is also registering up to 6,896,551 Pre-Funded Warrants, up to 6,896,551 Warrants to purchase up to 10,344,827 shares of common stock, and up to 344,827 placement agent warrants plus 344,827 underlying shares. Each share or Pre-Funded Warrant is sold with a Warrant to buy 1.5 shares.

At an assumed combined public offering price of $1.45, Liminatus estimates net proceeds of about $9.0 million, to be used for clinical trials, research and development, sales and marketing, and general working capital. Common stock outstanding was 31,064,633 shares immediately prior to this offering and would be 37,961,184 shares immediately after, excluding any warrant exercises.

Liminatus is a pre-clinical, pre-revenue oncology company focused on a licensed CD47 checkpoint inhibitor and recently completed a SPAC-based business combination. The company reports recurring losses, substantial accumulated deficit, going-concern risks, and a material weakness in internal controls, and it qualifies as both an emerging growth and smaller reporting company, allowing reduced disclosures.

Liminatus Pharma, Inc. entered into a settlement and release agreement with Clear Street LLC on February 6, 2026. The company agreed to issue 4,000,000 shares of common stock in exchange for the surrender and cancellation of 805,377 warrants held by Clear Street.

As part of the agreement, Liminatus and Clear Street will dismiss lawsuits in the Central District of California and the Southern District of New York, where a default judgment for $7,500,000 plus approximately $515,000 in interest had been entered against Liminatus and registered in California. The share issuance was an unregistered transaction relying on the Section 3(a)(9) exemption under the Securities Act.

Liminatus Pharma, Inc. reported that on January 15, 2026 it received a deficiency notice from Nasdaq because its common stock failed to meet the Nasdaq Listing Rule 5450(a)(1) minimum bid price requirement of $1 per share for the last 30 consecutive business days. The notice does not immediately affect the listing, and the stock will continue trading on Nasdaq under the symbol “LIMN” for now.

The company has 180 calendar days, until July 14, 2026, to regain compliance. Nasdaq would deem the company back in compliance if the closing bid price is at least $1 for a minimum of ten consecutive business days within this period. The company may also choose to implement a reverse stock split, which would need to be completed at least ten business days before the compliance period ends. If the company does not regain compliance in this initial window, it may be eligible for additional time, but there is no assurance it will meet Nasdaq’s continued listing standards.

Liminatus Pharma, Inc. reported that it received deficiency notices from Nasdaq stating it no longer meets several continued listing standards. The company’s Market Value of Listed Securities has stayed below $50,000,000 for 30 consecutive business days, and its Market Value of Publicly Held Shares has remained below $15,000,000 over the same period. Nasdaq also noted the company does not satisfy the rule requiring total assets and total revenue of at least $50 million each for the most recently completed fiscal year or two of the last three fiscal years.

The stock continues to trade on the Nasdaq Global Market under the symbol LIMN, but Liminatus has 180 calendar days, until May 18, 2026, to regain compliance with both market value rules by maintaining the required thresholds for at least ten consecutive business days. If it fails to do so, its securities may be subject to delisting, though the company could appeal or seek a transfer to the Nasdaq Capital Market. Liminatus states it is working diligently to regain compliance but cautions there is no assurance it will succeed within the allowed period.

Liminatus Pharma (LIMN) filed its Q3 2025 10‑Q, reflecting a pre‑clinical oncology company still in transition after its April 2025 business combination. Cash was $724,502 at September 30, 2025, with a net loss of $1,823,351 for the quarter and $2,037,590 for the nine months. Operating expenses were driven by general and administrative costs; research and development expense was not recorded in the periods presented.

The company reports substantial doubt about its ability to continue as a going concern and plans to seek additional equity or debt financing. Short‑term related‑party debt was $1,442,500 at quarter‑end, down from $19,973,000 at December 31, 2024, following conversions tied to the business combination and PIPE.

In Q2, Liminatus recognized a $2,142,297 gain from a settlement with its former R&D partner, and issued 700,000 shares to underwriters to settle deferred fees. A warrant liability of $123,579 was recorded. As of November 13, 2025, 27,064,633 shares were outstanding.

Liminatus Pharma, Inc. completed a business combination that recapitalized Iris into the combined company, resulting in 26,014,633 shares outstanding at June 30, 2025 compared with 17,500,000 at year-end 2024. The transaction included a $15.0M PIPE, of which $10.56M was cash proceeds and $4.44M converted from related‑party debt into equity. Numerous short‑term related‑party and third‑party loans totaling millions were converted into common stock at closing.

The company treated the deal as a reverse acquisition for accounting under ASC 805, with Iris assets stated at fair value and no goodwill recorded. As of June 30, 2025 management disclosed substantial doubt about the company’s ability to continue as a going concern within one year. Other notable items include deferred underwriting liability of approximately $7.8M for unissued shares, classification of warrants with 6,900,000 public warrants as equity and 835,555 private warrants as liabilities, a $5.0M R&D advance, and $75,000 CEO compensation expense recorded in each six‑month period.

Liminatus Pharma, Inc. reported that on August 22, 2025 it received a notice from the Nasdaq Listing Qualifications Department stating the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has delayed filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025.

The letter does not immediately affect the listing of the company’s common stock, which continues to trade on Nasdaq under the symbol LIMN. Liminatus Pharma has 60 calendar days, until October 21, 2025, to submit a plan to regain compliance; if Nasdaq accepts the plan, it may grant up to 180 calendar days from the original due date, until February 16, 2026, for the company to file the Form 10-Q and cure the deficiency.

The company states it is in the process of completing the Form 10-Q and intends to file it as soon as practicable. It also issued a press release on August 25, 2025 announcing receipt of the non-compliance notice.

Liminatus Pharma, Inc. (LIMN) Form 3 shows an initial statement of beneficial ownership filed for Iris Acquisition Holdings LLC in connection with an event dated 04/30/2025. The reporting entity lists a total of 6,900,000 shares of Common Stock beneficially owned in a direct ownership form. The filing identifies the reporting person as related to the issuer with the label string that includes Director. The document is signed by Sumit Mehta, Authorized Representative with a signature date of 08/15/2025. No derivative securities are reported and no exercise or conversion terms are listed.