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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
February 27, 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 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On February 27, 2026, the Board of Directors
(the “Board”) of Liminatus Pharma, Inc. (the “Company”) approved an amendment to the Company’s bylaws
(the “Bylaws”) to reduce the quorum requirement for meetings of the stockholders from a majority to one-third (1/3) of the
voting power of the capital stock of the Company issued and outstanding and entitled to vote (the “Bylaw Amendment”).
The amendment to the Bylaws as discussed above,
which was effective upon adoption by the Board, amended Article II, Section 26 of the Bylaws in its entirety to read as follows:
2.6 QUORUM
The holders of one-third (1/3) of the
voting power of the capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. Where a separate
vote by a class or series or classes or series is required, the holders of one-third (1/3) of the voting power of the outstanding shares
of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action
with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws.
If, however, such quorum is not present
or represented at any meeting of the stockholders, then either (a) the chairperson of the meeting, or (b) the stockholders so
present (by the affirmative vote of the holders of a majority in voting power of the capital stock of the Corporation which are present
in person or represented by proxy and entitled to vote thereon) shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting in accordance with Section 2.7, until a quorum is present or represented.
The Board also authorized the Company to submit
the Bylaw Amendment for ratification by stockholders at the Company’s next annual meeting of stockholders. If approved by stockholders,
the Bylaw Amendment will be formally ratified; if not approved, the Board has the authority to maintain the amendment in accordance with
Delaware law.
The foregoing description of the Bylaw Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Bylaws, which are filed
as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Amended and Restated Bylaws of Liminatus Pharma, Inc., as amended by the Bylaw Amendment. |
| 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: March 4, 2026 |
|
|
| |
|
|
| |
LIMINATUS PHARMA, INC. |
| |
|
|
| |
By: |
/s/ Chris Kim |
| |
Name: |
Chris Kim |
| |
Title: |
Chief Executive Officer |
