Liminatus lowers warrant exercise price to $0.18

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.

Rhea-AI Filing Summary

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.

Insights

Securities Offering Counsel

Supplement reduces warrant exercise price and clarifies trading expectations.

The prospectus supplement formally amends the Form S-1 offering to state 13,813,000 shares and 13,813,000 warrants tied to 20,719,500 underlying shares, and reduces the warrants' exercise price to $0.18 per share. The amendment restates references to the prior $0.29 exercise price.

The supplement also states the company "does not intend to list the Warrants" and that no market is expected, which limits liquidity. Cash‑flow treatment and use of proceeds are described in the Prospectus; this excerpt does not restate proceeds allocation.

Key Figures

Registered shares: 13,813,000 shares Registered warrants: 13,813,000 warrants Underlying shares purchasable: 20,719,500 shares +4 more

7 metrics

Registered shares 13,813,000 shares offering stated in prospectus supplement

Registered warrants 13,813,000 warrants accompanying warrants to the offering

Underlying shares purchasable 20,719,500 shares shares purchasable upon exercise of the warrants

Reduced warrant exercise price $0.18 new exercise price per share for the 13,813,000 warrants

Prior exercise price $0.29 original exercise price being amended

Last reported Common Stock price $0.195 last reported sales price on <date>June 2, 2026</date>

Last reported public warrant price $0.09 last reported sales price on <date>June 2, 2026</date>

Key Terms

Pre-Funded Warrant, Placement Agent Warrants, Prospectus Supplement, emerging growth company

4 terms

Pre-Funded Warrant financial

"5,543,000 Pre-Funded Warrants to Purchase 5,543,000 Shares"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

Placement Agent Warrants financial

"690,650 Placement Agent Warrants to Purchase 690,650 Shares"

Placement agent warrants are options given to the broker or intermediary who helps a company sell shares privately; they grant the holder the right to buy a set number of company shares at a fixed price in the future. For investors, these warrants matter because exercising them increases the total shares outstanding and can dilute existing ownership and earnings per share, similar to adding more slices to a pizza and reducing the size of each existing slice.

Prospectus Supplement regulatory

"This prospectus supplement amends and supplements certain information contained in the prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

emerging growth company regulatory

"We are an "emerging growth company" as defined under U.S. federal securities laws"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Offering Details

primary · 13,813,000 shares and 13,813,000 warrants

Offering

Offering Type primary

Securities Offered common stock and warrants

Offering Amount 13,813,000 shares and 13,813,000 warrants

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities is LIMN registering in this supplement?

The supplement registers 13,813,000 shares of Common Stock and 13,813,000 warrants to purchase 20,719,500 shares. These figures are stated directly in the prospectus supplement.

What change was made to the warrants' exercise price?

The exercise price for the 13,813,000 warrants was reduced from $0.29 to $0.18 per share. The supplement amends and restates all references accordingly.

Will the offered warrants be listed or have an active market?

No. The supplement states the company "does not intend to list the Warrants" and that there is no established trading market, so liquidity is expected to be extremely limited.

What were the last reported market prices for LIMN securities?

On June 2, 2026, the last reported sales price was $0.195 per share for Common Stock and $0.09 per public warrant, as disclosed in the supplement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/03/2026 - 08:33 AM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-293364

PROSPECTUS SUPPLEMENT NO. 1

(to Prospectus dated February 17, 2026)

LIMINATUS PHARMA, INC.

8,270,000 Shares of Common Stock

5,543,000 Pre-Funded Warrants to Purchase 5,543,000 Shares of Common Stock

13,813,000 Warrants to Purchase 20,719,500 Shares of Common Stock

26,262,500 Shares of Common Stock underlying the Warrants and Pre-Funded Warrants

690,650 Placement Agent Warrants to Purchase 690,650 Shares of Common Stock

690,650 Shares of Common Stock Underlying the Placement Agent Warrants

This prospectus supplement amends and supplements certain information contained in the prospectus dated February 17, 2026 (the “Prospectus”), which forms a part of our registration statement on Form S-1, as amended (File No. 333-293364). The Prospectus and this prospectus supplement relate to the offer and sale of 13,813,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) (or Pre-Funded Warrants (as defined in the Prospectus) in lieu thereof), and 13,813,000 accompanying warrants to purchase 20,719,500 shares of Common Stock (the “Warrants”).

This prospectus supplement amends and supplements the Prospectus to reflect a decrease in the exercise price of the Company’s 13,813,000 Warrants, previously exercisable at $0.29 per share of Common Stock, to a reduced exercise price of $0.18 per share of Common Stock and all references in the Prospectus to the exercise price of $0.29 per share of Common Stock with respect to the Warrants are hereby amended and restated to reflect an exercise price of $0.18 per share of Common Stock.

Our Common Stock is traded on The Nasdaq Global Market under the symbol “LIMN”. Our public warrants are listed on The Nasdaq Capital Market under the symbol “LIMNW”. On June 2, 2026, the last reported sales price of our Common Stock was $0.195 per share and the last reported sales price of our public warrants was $0.09 per public warrant. There is no established trading market for the Warrants, and we do not expect a market to develop. In addition, we do not intend to list the Warrants on Nasdaq or any other securities exchange or any other nationally recognized trading system. Without an active trading market, the liquidity of the Warrants will be extremely limited.

This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. The Prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” section of the Prospectus, and under similar headings in any amendment or supplements thereto, and in our most recent Annual Report on Form 10-K.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus and this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is June 3, 2026.