Was the Liminatus Pharma (LIMN) share issuance registered with the SEC?

The share issuance to Clear Street LLC was not registered under the Securities Act. Liminatus Pharma relied on the Section 3(a)(9) exemption, which covers exchanges of securities with existing holders without paying commissions.

[8-K] Liminatus Pharma, Inc. Reports Material Event

Q: What agreement did Liminatus Pharma (LIMN) enter with Clear Street LLC?

Liminatus Pharma entered a settlement and release agreement with Clear Street LLC. The company will issue 4,000,000 common shares in exchange for cancelling 805,377 warrants and dismissing related federal court actions in California and New York.

Q: What securities is Liminatus Pharma (LIMN) issuing under this settlement?

Liminatus Pharma agreed to issue 4,000,000 shares of common stock to Clear Street LLC. These shares are issued in exchange for the surrender and cancellation of 805,377 existing warrants to purchase common stock held by Clear Street.

Q: What financial judgment was involved in the Liminatus Pharma (LIMN) settlement?

The settlement addresses a default judgment entered on September 11, 2025 for $7,500,000 plus approximately $515,000 interest against Liminatus Pharma. This judgment was later registered in the Central District of California on October 22, 2025.

Q: Does the Liminatus Pharma (LIMN) settlement involve any commissions or remuneration?

Liminatus Pharma states that no commission or other remuneration was paid or given, directly or indirectly, in connection with exchanging the 805,377 warrants for 4,000,000 common shares under the settlement with Clear Street LLC.

Liminatus Pharma, Inc. entered into a settlement and release agreement with Clear Street LLC on February 6, 2026.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Liminatus Pharma, Inc. entered into a settlement and release agreement with Clear Street LLC on February 6, 2026. The company agreed to issue 4,000,000 shares of common stock in exchange for the surrender and cancellation of 805,377 warrants held by Clear Street.

As part of the agreement, Liminatus and Clear Street will dismiss lawsuits in the Central District of California and the Southern District of New York, where a default judgment for $7,500,000 plus approximately $515,000 in interest had been entered against Liminatus and registered in California. The share issuance was an unregistered transaction relying on the Section 3(a)(9) exemption under the Securities Act.

Positive

Settlement leads to dismissal of lawsuits linked to a $7,500,000 default judgment plus about $515,000 interest, removing a substantial legal liability without immediate cash payment.

Negative

Company will issue 4,000,000 new common shares, creating dilution for existing shareholders, even though 805,377 warrants are cancelled as part of the settlement.

Insights

Liminatus swaps litigation judgment for equity, adding dilution but removing a sizable liability.

Liminatus Pharma settled with Clear Street LLC by issuing 4,000,000 common shares in exchange for cancelling 805,377 warrants. In connection with this settlement, both parties agreed to dismiss lawsuits tied to a default judgment of $7,500,000 plus about $515,000 in interest.

This converts a substantial legal judgment into an equity-based resolution, eliminating cash pressure from that judgment while increasing the company’s outstanding common stock and cancelling some warrant overhang. The shares were issued as unregistered securities in reliance on Section 3(a)(9) of the Securities Act.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What agreement did Liminatus Pharma (LIMN) enter with Clear Street LLC?

Liminatus Pharma entered a settlement and release agreement with Clear Street LLC. The company will issue 4,000,000 common shares in exchange for cancelling 805,377 warrants and dismissing related federal court actions in California and New York.

How does the Liminatus Pharma (LIMN) settlement affect outstanding litigation?

The settlement requires Liminatus Pharma and Clear Street LLC to dismiss two federal lawsuits. One case involved a default judgment of $7,500,000 plus about $515,000 interest, which had been registered in the Central District of California.

What securities is Liminatus Pharma (LIMN) issuing under this settlement?

Liminatus Pharma agreed to issue 4,000,000 shares of common stock to Clear Street LLC. These shares are issued in exchange for the surrender and cancellation of 805,377 existing warrants to purchase common stock held by Clear Street.

What financial judgment was involved in the Liminatus Pharma (LIMN) settlement?

The settlement addresses a default judgment entered on September 11, 2025 for $7,500,000 plus approximately $515,000 interest against Liminatus Pharma. This judgment was later registered in the Central District of California on October 22, 2025.

Does the Liminatus Pharma (LIMN) settlement involve any commissions or remuneration?

Liminatus Pharma states that no commission or other remuneration was paid or given, directly or indirectly, in connection with exchanging the 805,377 warrants for 4,000,000 common shares under the settlement with Clear Street LLC.

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

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Accepted by SEC EDGAR 02/09/2026 - 03:01 PM

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

February 6, 2026

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.)

12611 Hiddencreek Way, Unit C, Cerritos, CA		90703
(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 1.01 Entry into a Material Definitive Agreement.

On February 6, 2026, Liminatus Pharma, Inc. (the “Company”) entered into a settlement and release agreement (the “Settlement Agreement”) with Clear Street LLC (the “Holder”), pursuant to which the Company agreed to issue 4,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), to the Holder in exchange for the surrender and cancellation of 805,377 warrants (the “Warrants”) to purchase shares of Common Stock held by the Holder.

No commission or other remuneration was paid or given, directly or indirectly, in connection with the exchange of the Warrants for the Shares.

Pursuant to the Settlement Agreement, the Company and the Holder agreed to dismiss (a) an action pending in the United States District Court for the Central District of California and (b) an action pending in the United States District Court for the Southern District of New York, in which, on September 11, 2025, the Court entered a default judgment against the Company in the amount of $7,500,000 plus approximately $515,000 in interest, which judgment was registered in the Central District of California on October 22, 2025.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The issuance of the Shares for the Warrants has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

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: February 9, 2026

	LIMINATUS PHARMA, INC.

	By:	/s/ Chris Kim
	Name:	Chris Kim
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

[8-K] Liminatus Pharma, Inc. Reports Material Event