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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
June 3, 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 1.01 Entry into a Material Definitive
Agreement.
On June 3, 2026, Liminatus Pharma, Inc. (the “Company”)
entered into a warrant exercise inducement offer letter (the “Inducement Letter Agreement”) with a holder (the “Holder”)
of its existing common stock warrants exercisable for an aggregate of 10,344,000 shares of its common stock (collectively, the “Existing
Warrants”), to exercise its Existing Warrants at a reduced exercise price of $0.18 per share, in exchange for the Company’s
agreement to issue new common stock warrants to purchase an aggregate of up to 20,688,000 shares of common stock, consisting of (i) warrants
to purchase up to 10,344,000 shares of common stock at an exercise price per share of $0.18 (the “New Black-Scholes Warrants”)
and (ii) warrants to purchase up to 10,344,000 shares of common stock at an exercise price per share of $0.18 (the “New Change of
Control Warrants” and, together with the New Black-Scholes Warrants, the “Inducement Warrants”). The aggregate gross
proceeds from the exercise of the Existing Warrants is approximately $1,861,920.00, before deducting financial advisory fees. The Company
intends to use the net proceeds from the exercise of the Existing Warrants for working capital and general corporate purposes.
The shares of common stock issuable upon exercise of the Existing Warrants
are registered pursuant to a registration statement on Form S-1 (File No. 333-293364), which was declared effective by the Securities
and Exchange Commission (the “SEC”) on February 13, 2026, and were issued pursuant to the Securities Purchase Agreement, dated
February 17, 2026.
In consideration for the immediate exercise of the Existing Warrants
for cash, the Holder received the Inducement Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”). The Inducement Warrants have an exercise price of $0.18 per share, are exercisable beginning
on the date upon which stockholder approval of the exercise of the Inducement Warrants in accordance with the rules of The Nasdaq Stock
Market, and if necessary, the approval of the authorization for sufficient additional shares of common stock to allow for the exercise
of the Inducement Warrants have been obtained at a meeting of Company stockholders and such approvals become effective (collectively the
“Exercise Date”), and will be exercisable for five years from the Exercise Date.
The Inducement Warrants and the shares of common
stock underlying the Inducement Warrants (the “New Warrant Shares”) offered in the private placement have not been registered
under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States
except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities
Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement
on Form S-3 with the SEC (or other appropriate form if the Company is not then S-3 eligible) within 20 calendar days of the closing to
register the resale of the New Warrant Shares.
In connection with the transaction described above,
the Company entered into a financial advisory services agreement, dated June 3, 2026, with Maxim Group LLC (“Maxim”), pursuant
to which the Company has agreed to pay Maxim for its services a cash fee of up to 8% of the gross proceeds received by the Company in
connection with the exercise of the Existing Warrants.
The foregoing descriptions of the Inducement Letter Agreement and the
Inducement Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Inducement Letter
Agreement and the forms of Inducement Warrants, which are filed as exhibits 4.1, 4.2 and 10.1, respectively, hereto and incorporated herein
by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The Company issued the Inducement Warrants pursuant
to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2) and Rule 506(b) of Regulation
D promulgated thereunder and such securities may not be re-offered in the United States except pursuant to an effective registration statement
or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The description
of the Inducement Warrants under Item 1.01 of this Current Report is incorporated herein by reference. The forms of the New Black-Scholes
Warrant and the New Change of Control Warrant are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report and are incorporated
herein by reference.
Neither this Current Report on Form 8-K nor any exhibit attached hereto
is an offer to sell or the solicitation of an offer to buy securities of the Company.
Item 3.03 Material Modification to Rights
of Security Holders.
To the extent required, the information included
in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.03.
Item 8.01 Other Events.
On June 3, 2026, the Company issued a press release
announcing the transactions contemplated by the Inducement Letter Agreement. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. | |
Description |
| 4.1 | |
Form of New Black-Scholes Warrant |
| 4.2 | |
Form of New Change of Control Warrant |
| 10.1 | |
Form of Inducement Letter |
| 99.1 | |
Press Release |
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 3, 2026 |
|
|
| |
|
|
| |
LIMINATUS PHARMA, INC. |
| |
|
|
| |
By: |
/s/ Chris Kim |
| |
Name: |
Chris Kim |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Liminatus Pharma Enters Into Warrant Exercise
Transaction for $1.9 Million in Gross Proceeds
FULLERTON, CA, June 3, 2026 (GLOBE NEWSWIRE)
-- Liminatus Pharma, Inc. (Nasdaq: LIMN) (“Liminatus” or the “Company”) today announced that it has entered into
a warrant exercise agreement with existing accredited investors to exercise certain outstanding warrants to purchase an aggregate of 10,344,000
shares of common stock of the Company (the “Existing Warrants”). In consideration for the immediate exercise of the Existing
Warrants for cash, the exercising holders were issued new unregistered warrants to purchase an aggregate of 20,688,000 million shares
of common stock (the “New Warrants”). In connection with the exercise, the Company also agreed to reduce the exercise price
of the Existing Warrants to $0.18.
The proceeds to the Company from the exercise
of the existing warrants are $1.9 million, prior to deducting fees to the financial advisor and estimated expenses.
Maxim Group LLC acted as warrant inducement
agent and financial advisor in connection with the transaction.
The New Warrants each have an exercise price
of $0.18 per underlying share and are not exercisable until the Company obtains stockholder approval in accordance with Nasdaq rules.
The New Warrants will expire five years from the date such stockholder approval is obtained.
The New Warrants described above were offered
in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act and, along with the
shares of common stock issuable upon their exercise, have not been registered under the Securities Act, and may not be offered or sold
in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were
offered only to accredited investors. The Company has agreed to file a registration statement with the SEC covering the resale of the
shares of common stock issuable upon exercise of the New Warrants.
This press release shall not constitute an
offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
About Liminatus Pharma, Inc. (Nasdaq: LIMN)
Liminatus Pharma is a biopharmaceutical company focused on the development
of innovative therapies for oncology and other serious diseases.
Contacts:
Liminatus Pharma, Inc.:
Chris Kim, CEO — info@liminatuspharma.com, (213) 273-5453
Forward-Looking Statements
Certain statements made in this press release are forward-looking statements
within the meaning of applicable securities laws. When used in this press release, the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and variations
of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking
statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control,
that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include: the ability to satisfy the closing conditions related to the warrant
exercise transaction and the overall timing and completion of such closing, the intended use of the net proceeds from the warrant exercise
transaction and the exercise of the new warrants prior to their expiration; the risk that the approval of the stockholders of the Company
is not obtained; the Company’s need for additional capital to fund its planned programs and operations and to continue to operate
as a going concern; performance of the Company’s business; risks relating to the Company’s sources of cash and cash resources;
risks relating to the Company’s ability to manage future growth; the effects of competition on the Company’s future business;
the Company’s ability to maintain compliance with the Nasdaq continued listing requirements in order to prevent its common stock
from being delisted; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries involving
the Company; the impact of pandemics, global conflicts, the global economic status or tariffs on the Company’s business; and those
factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with
the SEC on March 31, 2026, and other documents of the Company filed, or to be filed, with the SEC. The Company does not undertake any
obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by law.
