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Liminatus Pharma, Inc. (LIMN) reports that Nasdaq has transferred its listing from The Nasdaq Global Market to The Nasdaq Capital Market and granted a conditional continued-listing exception. The company had fallen out of compliance with Nasdaq requirements for market value of listed securities of $50,000,000, market value of publicly held shares of $15,000,000, and the $1.00 minimum bid price.
As part of regaining compliance, Liminatus has approved and authorized a 1-for-50 reverse stock split of its common stock, effective at 4:01 p.m. Eastern Time on August 20, 2026, with trading on a split-adjusted basis on The Nasdaq Capital Market expected to begin on August 21, 2026 under the symbol LIMN. At the effective time, every 50 issued and outstanding shares will be combined into one share; if applied as of July 2, 2026, outstanding shares would decrease from 67,160,362 to approximately 1,343,208. No fractional shares will be issued and holdings, voting power, par value and authorized share counts remain proportionate, subject only to rounding up for fractions.
The Panel’s conditions include that Liminatus demonstrate a closing bid price of at least $1.00 for at least 10 consecutive trading days by September 3, 2026. The company states it expects the reverse split to help satisfy this rule but notes there is no assurance it will regain compliance within the prescribed period.
Liminatus Pharma, Inc. is a pre-clinical biopharmaceutical company focused on CD47 immune‑modulating cancer therapies. For the six months ended June 30, 2026, it reported a net loss of $2,530,973 and a loss from operations of $2,479,806. Cash increased to $3,017,096 from $337,655 at year-end, driven mainly by equity financings, including a February 2026 public offering that generated net proceeds of $3,444,427 and a June 2026 warrant inducement that added $1,622,967. Total assets were $3,403,702, versus current liabilities of $3,040,423, and accumulated deficit reached $41,402,706, leaving stockholders’ equity at only $300,612.
The company disclosed substantial doubt about its ability to continue as a going concern and plans to seek additional equity or debt financing. All $1,442,500 of short‑term debt is owed to related parties and is past original maturity, though repayment has been mutually deferred. Liminatus received multiple Nasdaq deficiency notices related to market value, public float, and minimum bid price; it was transferred to The Nasdaq Capital Market and must regain a $1.00 bid price within a Panel‑granted extension to remain listed. Post‑quarter, it completed the InnocsAI asset acquisition, issuing common and Series A Non‑Voting Convertible Preferred Stock as part of a 1,600,000,000‑share consideration structure that could significantly increase common shares outstanding if stockholder approval is obtained.
Liminatus Pharma, Inc. held its 2026 annual meeting of stockholders on August 3, 2026, with 32,446,373 shares, or 48.31% of outstanding common stock, represented in person or by proxy. Stockholders elected Class I directors Nicholas Fernandez and Dr. Ji Yeon Baek, each receiving about 23.4 million votes in favor versus roughly 0.23 million votes against, with 8,831,000 broker non-votes for each.
Stockholders also ratified Withum Smith+Brown PC as independent registered public accounting firm for the year ending December 31, 2026, by 31,489,701 votes for, 893,511 against, and 63,161 abstentions. In addition, they approved authorizing the Board, at its discretion, to implement a reverse stock split of up to 1-for-50 and amend the certificate of incorporation to reflect it, with 30,123,230 votes for, 2,305,303 against, and 17,840 abstentions.
Liminatus Pharma, Inc. states that, following its previously announced merger with InnocsAI LLC, it believes its stockholders’ equity now exceeds $2.5 million as of the date of the report.
The company is awaiting a compliance determination from The Nasdaq Stock Market regarding the applicable stockholders’ equity requirement. Liminatus notes that, even if it is currently found compliant, Nasdaq will continue monitoring its equity levels and the company may face future delisting if a subsequent periodic report does not demonstrate compliance. The company characterizes these statements as forward-looking and refers to its SEC filings for additional risk factors.
Liminatus Pharma, Inc. reports that Nasdaq has notified the company it has not regained compliance with Nasdaq Listing Rule 5450(a)(1), which requires a minimum bid price of $1 per share for 30 consecutive business days, and that it is not eligible for a second 180-day extension to cure the deficiency. A hearing was held before the Nasdaq Hearings Panel on June 30, 2026, and the Panel will consider this additional deficiency in deciding on the company’s continued listing; Liminatus plans to submit a written response by July 27, 2026, and the Panel has not yet issued its decision.
The company also filed a definitive proxy statement on July 13, 2026, for an annual stockholder meeting on August 3, 2026, to consider authorizing the board of directors to approve a reverse stock split of its common stock, among other matters. Liminatus cautions that there can be no assurance it will receive additional time or regain compliance with Nasdaq’s bid-price requirements.
Samda Biolab Co., Ltd. reported beneficial ownership of Common Stock of Liminatus Pharma, Inc.. Samda Biolab holds 3,426,548 shares of Common Stock, representing 5.1% of the class, based on 67,160,362 shares outstanding as of July 2, 2026.
Samda Biolab has sole voting and sole dispositive power over all 3,426,548 shares, with no shared voting or dispositive power reported.
Liminatus Pharma, Inc. reported that Valetudo Therapeutics LLC, a greater-than-10% holder controlled by CEO Chris Kim, received 3,448,926 shares of common stock and 48,975.10742 shares of Series A Non-Voting Convertible Preferred Stock as consideration in the acquisition of InnocsAI LLC. Following the transaction, Valetudo holds 5,244,351 common shares and a preferred position convertible into 489,751,074 common shares, with each preferred share convertible into 10,000 common shares at an issue price of $0.20 per share. Conversion of the preferred stock is contingent on prior stockholder approval under applicable Nasdaq Stock Market LLC listing rules. Kim may be deemed the beneficial owner of Valetudo’s holdings but disclaims beneficial ownership except to the extent of his pecuniary interest.
Valetudo Therapeutics LLC and Chris Kim report significant ownership in Liminatus Pharma, Inc. They beneficially own 9,617,954 shares of common stock, representing 14.3% of the outstanding class, based on 67,160,362 shares of common stock outstanding as of July 2, 2026.
The position includes 5,244,351 common shares held directly by Valetudo and 4,373,603 common shares held by Ewon Comfortech Co., Ltd., over which Valetudo has voting power under a voting agreement. Chris Kim, the issuer’s Chief Executive Officer, director and controlling member of Valetudo, may be deemed to beneficially own these shares, subject to a pecuniary-interest disclaimer.
On June 24, 2026, Valetudo transferred 4,373,603 shares to Ewon Comfortech while retaining voting power. On July 2, 2026, Valetudo received 3,448,926 common shares and 48,975.10742 shares of Series A Non-Voting Convertible Preferred Stock as consideration in the acquisition of InnocsAI LLC. Each preferred share is convertible into 10,000 common shares, contingent on prior stockholder approval under Nasdaq Stock Market LLC listing rules, and has no expiration date. The reported holdings are held for investment, with flexibility to buy or sell in the future.
Liminatus Pharma, Inc. is calling a 2026 annual stockholder meeting on August 3, 2026 to vote on three main items: electing two Class I directors (Nicholas Fernandez and Dr. Ji Yeon Baek), ratifying WithumSmith+Brown, PC as independent auditor for the year ending December 31, 2026, and authorizing the Board to implement a reverse stock split of up to 1-for-50 and related charter amendment to help meet Nasdaq or other exchange listing requirements.
There were 67,160,362 shares of common stock outstanding as of the July 2, 2026 record date, with one vote per share and no cumulative voting. Significant holders include Valetudo Therapeutics LLC at 14.3%, Samda Biolab Co., Ltd. at 5.1%, and Ewon Comfortech Co., Ltd. at 8.2%. The company recently acquired InnocsAI LLC, issuing 11,188,729 common shares and 158,881.1271 shares of Series A Non-Voting Convertible Preferred Stock, each convertible into 10,000 common shares after required stockholder approval. CEO Chris Kim received salary of $183,333 in 2025 and has $0.21 million in deferred compensation accrued.
Liminatus Pharma insider filing reports an internal share transfer by a major holder. Valetudo Therapeutics LLC, a ten percent owner associated with CEO and director Chris Kim, transferred 4,373,603 shares of common stock to Ewon Comfortech Co., Ltd. for no payment of consideration.
Valetudo retains voting power over the transferred shares under a voting agreement and continues to hold 1,795,803 shares of Liminatus Pharma common stock of record. Kim may be deemed the beneficial owner through his control of Valetudo but disclaims beneficial ownership beyond his ultimate pecuniary interest.