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Liminatus Pharma (NASDAQ: LIMN) cites $2.5M equity in Nasdaq compliance review

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Ongoing Nasdaq delisting risk tied to equity levels: The company explains that Nasdaq will keep monitoring stockholders’ equity and it may be subject to future delisting if a later periodic report does not show compliance with the stockholders’ equity requirement.

Insights

Analyzing...

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Stockholders’ equity level $2.5 million Believed stockholders’ equity exceeds this amount as of July 29, 2026
stockholders’ equity requirement financial
"monitor the Company’s ongoing compliance with the stockholders’ equity requirement"
A stockholders’ equity requirement is a minimum amount of net assets — assets minus liabilities — that a company must keep on its balance sheet to meet rules set by regulators, lenders or stock exchanges. Think of it as a required safety buffer or minimum bank balance that shows the company has enough of its own capital to absorb losses; falling below it can limit dividends, trigger covenants or risk sanctions, so investors watch it as a sign of financial health and compliance.
Nasdaq listing rules regulatory
"regain compliance with the Nasdaq listing rules during any compliance period"
Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.
forward-looking statements regulatory
"Certain information contained in this report consists of forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Emerging growth company regulatory
"Emerging growth company x"
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.

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

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FAQ

What did Liminatus Pharma (LIMN) report about its stockholders’ equity?

Liminatus Pharma stated it believes its stockholders’ equity now exceeds $2.5 million as of the report date, following its merger with InnocsAI LLC. This figure is being considered as Nasdaq reviews the company’s compliance with its stockholders’ equity requirement.

What is Liminatus Pharma’s (LIMN) current status with Nasdaq listing compliance?

The company is awaiting a formal compliance determination from Nasdaq regarding the stockholders’ equity requirement. It also notes Nasdaq will continue to monitor equity levels and could initiate future delisting if a subsequent periodic report does not demonstrate ongoing compliance.

How does the InnocsAI LLC merger affect Liminatus Pharma (LIMN)?

Liminatus Pharma attributes its belief that stockholders’ equity now exceeds $2.5 million to the previously announced merger with InnocsAI LLC. This post-merger equity position is a key factor in Nasdaq’s evaluation of whether the company meets the continued listing stockholders’ equity standard.

What delisting risk did Liminatus Pharma (LIMN) disclose?

Liminatus Pharma disclosed that it may be subject to future Nasdaq delisting if, at the time of its next periodic report, it does not demonstrate compliance with Nasdaq’s stockholders’ equity requirement, even if Nasdaq initially determines that the company is currently in compliance.

How did Liminatus Pharma (LIMN) characterize its statements about Nasdaq compliance?

The company characterized its comments on Nasdaq compliance and stockholders’ equity as forward-looking statements. It cautioned that actual outcomes could differ materially and referred readers to its other SEC filings for additional factors that could affect future results and listing 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

 

July 29, 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.)

 

2251 Stern Goodman Street, Suite E, Fullerton, CA   92833
(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 8.01 Other Events.

 

As a result of the previously announced merger transaction with InnocsAI LLC, as of the date of this Current Report on Form 8-K, Liminatus Pharma, Inc. (the “Company”) believes it has stockholders’ equity in excess of $2.5 million. The Company is waiting for a compliance determination from The Nasdaq Stock Market LLC (“Nasdaq”). However, even if Nasdaq determines that the Company is in compliance with its rules, Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement, and, if at the time of its next periodic report the Company does not evidence compliance, the Company may be subject to future delisting.

 

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: July 29, 2026    
     
  LIMINATUS PHARMA, INC.
     
  By: /s/ Chris Kim 
  Name:  Chris Kim
  Title: Chief Executive Officer

 

 

 

Filing Exhibits & Attachments

4 documents