Liminatus Pharma SEC Filings

Ewon Comfortech Co., Ltd. has filed an initial ownership report for Liminatus Pharma, Inc., showing holdings of 5,500,000 shares of common stock. A footnote explains that 4,373,603 of these shares were transferred from Valetudo Therapeutics LLC, which retains voting power over those shares under a voting agreement.

Liminatus Pharma, Inc. received a Schedule 13G/A disclosure showing that Ewon Comfortech Co., Ltd. beneficially owns 5,500,000 shares of Common Stock, representing 10.9% of the class based on 55,971,633 shares outstanding as of July 1, 2026. The filing reports sole voting power of 1,126,397 shares and sole dispositive power over 5,500,000 shares. The amendment is signed by Joo Sung Park, CEO on 07/06/2026.

Liminatus Pharma, Inc. has amended its merger agreement with InnocsAI LLC and completed the acquisition through a new subsidiary. The revised structure splits the 1,600,000,000-share merger consideration between common stock and new Series A Non-Voting Convertible Preferred Stock so closing could occur before stockholder approval. At closing, former InnocsAI members received 11,188,729 common shares and 158,881.1271 Series A Preferred shares, with common limited to an estimated 19.99% of outstanding stock immediately before closing under Nasdaq rules. Each Series A share is convertible into 10,000 common shares only after stockholders approve the underlying issuance. Liminatus granted InnocsAI holders Form S-3 and piggy-back registration rights and entered into two-year non-compete and non-solicitation agreements with key InnocsAI employees. The Series A Preferred participates in dividends on an as-converted basis, ranks on parity with common stock in liquidation, is non-voting except as provided by law, and is not redeemable.

Liminatus Pharma, Inc. is seeking shareholder approval to authorize its Board to implement a reverse stock split of up to 1-for-50 and to amend the company’s certificate of incorporation to reflect the split. The Board says the Reverse Stock Split is intended primarily to satisfy Nasdaq’s minimum bid price requirement and to support a continued listing.

The proposal would let the Board select the final Ratio (up to 1-for-50) without further stockholder action. Based on 50,607,633 shares outstanding as of the Record Date, a 1-for-50 split would reduce shares outstanding to approximately 1,012,153. Fractional shares would be rounded up to whole shares. The Annual Meeting also seeks votes to elect two directors and to ratify WithumSmith+Brown, PC as auditor.

Liminatus Pharma, Inc. filed an S-1 to register up to 20,688,000 shares of common stock for resale by Armistice Capital Master Fund Ltd., issuable upon exercise of inducement warrants at an exercise price of $0.18 per share. Liminatus will not sell shares in this offering, but could receive up to $3,723,840 if the inducement warrants are exercised for cash. The company reports 71,295,633 shares outstanding after this offering and recently raised approximately $1,861,920 from a prior warrant exercise.

The filing also describes a planned merger with InnocsAI LLC, with proposed consideration of 1,600,000,000 shares at $0.20 per share for oncology cell and biologic therapy assets. Liminatus remains a pre-clinical, pre-revenue company with net losses, a going concern warning, a material weakness in internal controls, and only one full-time employee as of March 31, 2026.

Liminatus Pharma entered into a warrant exercise inducement transaction in which existing accredited investors agreed to immediately exercise warrants to purchase 10,344,000 shares of common stock at $0.18 per share. This generates about $1.9 million in gross proceeds before advisory fees, which the company plans to use for working capital and general corporate purposes.

In return, investors received new unregistered warrants to purchase up to 20,688,000 shares at an exercise price of $0.18 per share. These new warrants become exercisable only after required stockholder approvals under Nasdaq rules and will remain exercisable for five years from that approval date. Liminatus plans to file a resale registration statement covering the shares issuable upon exercise of the new warrants.

Liminatus Pharma, Inc. files a prospectus supplement to its Form S-1 to amend the terms of a primary offering of common stock and related warrants. The supplement states an offering of 13,813,000 shares of Common Stock and 13,813,000 warrants to purchase 20,719,500 shares of Common Stock. The supplement lowers the exercise price of those 13,813,000 warrants from $0.29 to $0.18 per share.

The supplement notes the company does not intend to list the Warrants and that there is no established trading market for them. It also discloses last reported sales prices on June 2, 2026: Common Stock $0.195 per share and public warrants $0.09 per public warrant. The supplement is qualified by and should be read with the Prospectus dated February 17, 2026.

Liminatus Pharma, Inc. reported that Nasdaq has determined its securities should be delisted from the Nasdaq Global Market after the company failed to regain compliance with two continued listing standards. The company had 180 days, until May 18, 2026, to restore compliance with the $50,000,000 market value of listed securities requirement and the $15,000,000 market value of publicly held shares requirement.

Nasdaq’s notice states that, absent a successful appeal, trading in Liminatus Pharma’s common stock and warrants would be suspended and a Form 25-NSE would remove them from Nasdaq listing and registration. On May 26, 2026, the company requested a hearing before the Nasdaq Hearings Panel, which stays any suspension or delisting action pending the hearing.

Liminatus Pharma has signed a Merger Agreement to acquire InnocsAI LLC, a privately held oncology-focused biotech platform. At closing, InnocsAI members are to receive 1,600,000,000 shares of Liminatus common stock at $0.20 per share, plus contingent value rights for 20% of net proceeds from any future strategic sale, out-license, transfer or exit of the acquired assets.

The deal brings a pipeline of CAR-T and antibody-based programs, including IBC101 for relapsed or refractory B‑cell malignancies, INC101 for solid tumors with a dual-antigen design, a related INC102 construct, and a CS1 antibody platform aimed at trivalent CAR‑T development. Closing is subject to shareholder approvals, regulatory processes, and other customary conditions, and Liminatus plans to file an SEC registration statement and proxy statement/prospectus to seek stockholder approval.