LIMN gets Nasdaq warnings over market value and listing rules

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq compliance failure and delisting risk: Liminatus received notices that it no longer meets Nasdaq’s minimum market value standards and an asset/revenue test, faces a 180‑day cure period to May 18, 2026, and could be subject to delisting if it does not regain compliance or secure a market transfer.

Insights

Equity markets and listing standards analyst

Nasdaq deficiency notices create a clear delisting risk for Liminatus shares.

Liminatus Pharma has fallen below Nasdaq’s quantitative standards for both Market Value of Listed Securities and Market Value of Publicly Held Shares, which require at least $50,000,000 and $15,000,000, respectively, measured over 30 consecutive business days. Nasdaq also indicates the company does not meet the alternative test that calls for total assets and total revenue of at least $50,000,000 each for the most recently completed fiscal year or two of the last three fiscal years. These multiple deficiencies place the current Nasdaq Global Market listing status under pressure.

The company has a 180‑day compliance period, until May 18, 2026, to restore its market values above the required thresholds for at least ten consecutive business days. If it does not, Nasdaq may move toward delisting, although Liminatus could appeal to a Hearings Panel or seek transfer to the Nasdaq Capital Market if it meets that market’s standards. The company explicitly notes it is working diligently to regain compliance but provides no specific strategy in this disclosure, while cautioning that there is no assurance it will succeed within the allowed timeframe.

In practical terms, trading in LIMN and its warrants continues for now on the Nasdaq Global Market. However, the path forward depends on whether the company can lift and sustain its market value metrics before May 18, 2026 or secure a Capital Market transfer. Any eventual delisting or market transfer decision would likely be communicated in future company disclosures as Nasdaq responds to its compliance status.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

November 19, 2025

Date of Report (Date of earliest event reported)

LIMINATUS PHARMA, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-42626		93-2710748
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

6 Centerpointe Drive #625, La Palma, CA		90623
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (213) 273-5453

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		LIMN		The Nasdaq Stock Market LLC
Warrants		LIMNW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 19, 2025, Liminatus Pharma, Inc. (the “Company”) received notices from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company was no longer in compliance with (i) Nasdaq Listing Rule 5450(b)(2)(A) due to its failure to maintain a minimum Market Value of Listed Securities (MVLS) of $50,000,000 (the “MVLS Rule”), based upon a review of the Company’s MVLS for the last 30 consecutive business days and (ii) Nasdaq Listing Rule 5450(b)(2)(C) due to its failure to maintain a minimum Market Value of Publicly Held Shares (MVPHS) of $15,000,000 (the “MVPHS Rule”), based upon a review of the Company’s MVPHS for the last 30 consecutive business days. The Nasdaq staff noted that the Company also does not meet the requirements under Listing Rule 5450(b)(3)(A), which requires the Company to have total assets and total revenue of at least $50 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years.

The notification has no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on Nasdaq under the symbol “LIMN” at this time.

Under the Nasdaq rules, the Company has been provided a compliance period of 180 calendar days, or until May 18, 2026, in which to regain compliance with the MVLS Rule. If at anytime during this compliance period the Company’s MVLS closes at $50,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and this matter will be closed. In the event the Company does not regain compliance with the MVLS Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel. Alternatively, the Company may consider applying for a transfer to The Nasdaq Capital Market (the “Capital Market”), provided it meets the Capital Market’s continued listing requirements.

Under the Nasdaq rules, the Company has been provided a compliance period of 180 calendar days, or until May 18, 2026, in which to regain compliance with the the MVPHS Rule. If at anytime during this compliance period the Company’s MVPHS closes at $15,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the written confirmation of compliance and this matter will be closed. In the event the Company does not regain compliance with the MVPHS Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel. Alternatively, the Company may consider applying to transfer the Company’s securities to the Capital Market, provided it meets the Capital Market’s continued listing requirements. 

The Company is working diligently to regain compliance with Nasdaq’s listing rules. However, there can be no assurance that the Company will be able to regain compliance within the prescribed time period.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.

Forward-Looking Statements

Certain information contained in this report consists of forward-looking statements for purposes of the federal securities law that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will regain compliance with the Nasdaq listing rules during any compliance period or in the future, or otherwise meet Nasdaq continued listing standards. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s filings with the SEC. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 25, 2025
	LIMINATUS PHARMA, INC.
	By:	/s/ Chris Kim
	Name:	Chris Kim
	Title:	Chief Executive Officer

FAQ

Why did Liminatus Pharma (LIMN) receive Nasdaq deficiency notices?

Liminatus Pharma received notices because its Market Value of Listed Securities was below $50,000,000 and its Market Value of Publicly Held Shares was below $15,000,000 for 30 consecutive business days. Nasdaq also noted the company does not meet the alternative standard requiring total assets and total revenue of at least $50 million each for the relevant fiscal periods.

Is Liminatus Pharma (LIMN) being delisted from Nasdaq now?

No. The deficiency notification has no immediate effect on the listing, and Liminatus Pharma’s common stock continues to trade on the Nasdaq Global Market under the symbol LIMN, with its warrants trading under LIMNW.

How long does Liminatus Pharma have to regain Nasdaq compliance?

The company has a 180‑day compliance period, until May 18, 2026, to regain compliance with both the Market Value of Listed Securities and Market Value of Publicly Held Shares rules by meeting the thresholds for at least ten consecutive business days.

What happens if Liminatus Pharma does not regain compliance by May 18, 2026?

If Liminatus does not regain compliance with the market value rules by May 18, 2026, Nasdaq may notify the company that its securities are subject to delisting. At that point, the company could appeal to a Nasdaq Hearings Panel or consider applying to transfer its securities to the Nasdaq Capital Market, if it meets that market’s requirements.

What steps is Liminatus Pharma taking in response to the Nasdaq notices?

The company states that it is working diligently to regain compliance with Nasdaq’s listing rules. It also cautions that there can be no assurance it will be able to regain compliance within the prescribed time period.

Which specific Nasdaq rules is Liminatus Pharma out of compliance with?

Liminatus is not in compliance with Nasdaq Listing Rule 5450(b)(2)(A) for Market Value of Listed Securities, Listing Rule 5450(b)(2)(C) for Market Value of Publicly Held Shares, and it also does not meet the asset and revenue requirements of Listing Rule 5450(b)(3)(A).