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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. (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.
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