Nasdaq warns Liminatus Pharma (NASDAQ: LIMN) over late 10-Q

Rhea-AI Filing Summary

Liminatus Pharma, Inc. reported that on August 22, 2025 it received a notice from the Nasdaq Listing Qualifications Department stating the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has delayed filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025.

The letter does not immediately affect the listing of the company’s common stock, which continues to trade on Nasdaq under the symbol LIMN. Liminatus Pharma has 60 calendar days, until October 21, 2025, to submit a plan to regain compliance; if Nasdaq accepts the plan, it may grant up to 180 calendar days from the original due date, until February 16, 2026, for the company to file the Form 10-Q and cure the deficiency.

The company states it is in the process of completing the Form 10-Q and intends to file it as soon as practicable. It also issued a press release on August 25, 2025 announcing receipt of the non-compliance notice.

Positive

• None.

Negative

• Nasdaq notified Liminatus Pharma on August 22, 2025 that it is not in compliance with Listing Rule 5250(c)(1) because its Form 10-Q for the quarter ended June 30, 2025 is delayed.
• If Liminatus Pharma does not submit an acceptable compliance plan to Nasdaq by October 21, 2025 or fails to regain compliance by February 16, 2026, the company may face a delisting process, subject to appeal.

Insights

Equity & Listing Standards Analyst

Nasdaq has flagged Liminatus Pharma for a late 10-Q, creating a defined compliance window and potential listing risk.

Liminatus Pharma has been notified that it is out of compliance with Nasdaq Listing Rule 5250(c)(1) because its Form 10-Q for the quarter ended June 30, 2025 has not been filed. This rule focuses on timely periodic reporting, so the issue is procedural rather than tied to specific financial results disclosed here.

The notice does not immediately affect trading; LIMN remains listed on Nasdaq. However, the company now operates under a clear timetable: 60 days, until October 21, 2025, to submit a compliance plan, and potentially up to 180 days from the original due date, until February 16, 2026, if Nasdaq accepts that plan. Failure at either stage could lead to a delisting process, though the company would have the right to appeal to a Nasdaq Hearings Panel.

The company states it is working to complete the Form 10-Q and intends to file it as soon as practicable. The actual impact on shareholders will hinge on both the timing of the eventual filing and the financial and disclosure content of that report, which are not described here.

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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

August 22, 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 August 22, 2025, Liminatus Pharma, Inc. (the “Company”) received a notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company was no longer in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Form 10-Q”).

The deficiency letter 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 60 calendar days, or until October 21, 2025, to submit a plan to regain compliance and if the plan is accepted, Nasdaq can grant an exception of up to 180 calendar days from the filing’s due date, or until February 16, 2026, to regain compliance. If the compliance plan is not accepted, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

The Company is in the process of completing the Form 10-Q and intends to file it as soon as practicable.

As required under Nasdaq Listing Rule 5810(b), on August 25, 2025, the Company issued a press release announcing its receipt of the non-compliance notice. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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
99.7		Press Release, dated August 25, 2025
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: August 25, 2025
	LIMINATUS PHARMA, INC.
	By:	/s/ Chris Kim
	Name:	Chris Kim
	Title:	Chief Executive Officer

FAQ

Why did Nasdaq issue a non-compliance notice to Liminatus Pharma (LIMN)?

Nasdaq notified Liminatus Pharma that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the company has delayed filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025.

Does the Nasdaq non-compliance notice immediately affect trading in Liminatus Pharma stock?

The company states that the deficiency letter has no immediate effect on the listing of its common stock, and shares of Liminatus Pharma continue to trade on Nasdaq under the symbol LIMN.

How long does Liminatus Pharma have to regain Nasdaq compliance?

Liminatus Pharma has 60 calendar days, until October 21, 2025, to submit a plan to regain compliance. If Nasdaq accepts the plan, it can grant up to 180 calendar days from the filing’s due date, until February 16, 2026, to cure the deficiency.

What steps is Liminatus Pharma taking to address the late Form 10-Q?

The company states it is in the process of completing the Form 10-Q for the quarter ended June 30, 2025 and intends to file it as soon as practicable to regain compliance with Nasdaq’s reporting requirements.

Could Liminatus Pharma be delisted from Nasdaq because of this late filing?

If Nasdaq does not accept the company’s compliance plan or if Liminatus Pharma does not regain compliance within the allowed period, Nasdaq may move to delist the shares. The company would then have the opportunity to appeal to a Nasdaq Hearings Panel.

Did Liminatus Pharma issue a public statement about the Nasdaq notice?

Yes. As required under Nasdaq Listing Rule 5810(b), Liminatus Pharma issued a press release on August 25, 2025 announcing receipt of the non-compliance notice, which is attached as Exhibit 99.1.