Liminatus Pharma regains Nasdaq $1 bid compliance

Nasdaq cited 13 consecutive trading days above $1.00 per share and closed the bid-price compliance matter.

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Form Type

8-K

Rhea-AI Filing Summary

Liminatus Pharma, Inc. (LIMN) regained compliance with Nasdaq’s minimum bid price rule, and Nasdaq closed the matter. Nasdaq determined that the company’s closing bid price had been above $1.00 per share for 13 consecutive trading days, from August 21, 2026, through September 9, 2026; it notified the company on September 24, 2026.

The compliance issue followed a January 15, 2026 notice that the closing bid had been below $1.00 for 30 consecutive business days. After a hearing, Nasdaq transferred Liminatus to The Nasdaq Capital Market effective August 4, 2026, and granted an extension to demonstrate compliance by September 3, 2026. The company effected a 1-for-50 reverse stock split at the close of trading on August 20, 2026.

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Positive

Major pointNasdaq minimum bid-price compliance restored after 13 consecutive trading days above $1.00.

Negative

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8-K Event Classification

3 items: 3.01, 7.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Minimum bid-price threshold: $1.00 per share Compliance period: 13 consecutive trading days Prior bid-price deficiency period: 30 consecutive business days +1 more

4 metrics

Minimum bid-price threshold $1.00 per share Nasdaq minimum bid price requirement

Compliance period 13 consecutive trading days Closing bid price above $1.00 per share, August 21 to September 9, 2026

Prior bid-price deficiency period 30 consecutive business days Closing bid price below $1.00 per share

Reverse stock split ratio 1-for-50 Effected at the close of trading on August 20, 2026

Key Terms

Bid Price Rule, Nasdaq Hearings Panel, reverse stock split, closing bid price

4 terms

Bid Price Rule regulatory

"the “Bid Price Rule”"

Nasdaq Hearings Panel regulatory

"Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

reverse stock split financial

"effected a 1-for-50 reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

closing bid price financial

"closing bid price of the Company’s common stock"

The closing bid price is the last price that a buyer was willing to pay for a security at the end of the trading day. It reflects the final visible demand for the stock — like the last offer someone makes for a used car before a yard closes — and helps investors gauge market interest, set valuations, and mark portfolios to market for that day.

FAQ

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

Why did LIMN regain Nasdaq minimum bid price compliance?

Nasdaq determined that Liminatus Pharma regained compliance after its closing bid price was above $1.00 per share for 13 consecutive trading days, from August 21, 2026, to September 9, 2026. Nasdaq notified the company on September 24, 2026, and closed the matter.

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Available on EDGAR 09/29/2026 - 09:15 AM Accepted by SEC EDGAR 09/29/2026 - 09:15 AM

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

September 24, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on January 15, 2026 Liminatus Pharma, Inc. (the “Company”) received a notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the closing bid price of the Company’s common stock had been below $1.00 for 30 consecutive business days, and, consequently, the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1) (the applicable minimum bid price requirement for The Nasdaq Global Market).

Following an appeal and hearing before the Nasdaq Hearings Panel, the Panel determined to transfer the Company to The Nasdaq Capital Market effective August 4, 2026 and granted the Company an extension to demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) (the applicable minimum bid price requirement for The Nasdaq Capital Market) (the “Bid Price Rule”) by September 3, 2026.

At the close of trading on August 20, 2026, the Company effected a 1-for-50 reverse stock split.

On September 24, 2026, the Company received a notice from Nasdaq stating that, for the 13 consecutive trading days from August 21, 2026 to September 9, 2026, the closing bid price of the Company’s common stock had been above $1.00 per share. Accordingly, Nasdaq determined that the Company has regained compliance with the Bid Price Rule, and the matter is now closed.

Item 7.01 Regulation FD Disclosure.

On September 29, 2026, the Company issued a press release announcing that the Company has regained compliance with the Bid Price Rule. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release issued by Liminatus Pharma, Inc. on September 29, 2026.
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: September 29, 2026

	LIMINATUS PHARMA, INC.

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

Exhibit 99.1

Liminatus Pharma Regains Compliance with Nasdaq Minimum Bid Price Rule

FULLERTON, Calif., September 29, 2026 – Liminatus Pharma, Inc. (Nasdaq: LIMN) (“Liminatus” or the “Company”) today announced that the Company has regained compliance with Nasdaq’s minimum bid price rule.

As previously disclosed, on January 15, 2026 the Company received a notice from Nasdaq indicating that the closing bid price of the Company’s common stock had been below $1.00 for 30 consecutive business days, and, consequently, the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1) (the applicable minimum bid price requirement for The Nasdaq Global Market).

At the close of trading on August 20, 2026, the Company effected a 1-for-50 reverse stock split.

About Liminatus

Liminatus Pharma, Inc. (Nasdaq: LIMN) is a biotechnology company developing innovative immuno-oncology and cell therapy candidates. The Company’s portfolio includes IBA101, a next-generation anti-CD47 monoclonal antibody, as well as oncology-focused cellular therapy programs including IBC101, a CD19xCD22 bivalent CAR-T candidate for B-cell malignancies. Liminatus is focused on advancing differentiated therapeutic approaches designed to address unmet needs in cancer treatment.

Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of the applicable federal securities laws. All statements that are not statements of historical fact are forward-looking statements. Forward-looking statements may be identified by the use of words such as “may,” “could,” “would,” “should,” “predict,” “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” or other similar expressions that predict or indicate future events or that are not statements of historical matter. These statements are based on assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. Many actual events and circumstances are beyond the control of Liminatus. These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in business, market, financial, political and legal conditions; (ii) the Company’s continued ability to implement business plans; (iii) the risk of downturns, new entrants and a changing regulatory landscape in a highly competitive industry in which the Company operates; (iv) the Company’s continued listing on Nasdaq; and (v) those risks and uncertainties discussed in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which that are beyond the Company’s control, that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements are not guarantees of future results. The forward-looking statements contained in this press release speak only as of the date of this press release 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 press release, unless required by law.

For more information, please contact:

Liminatus Pharma, Inc.

Chris Kim, CEO

info@liminatuspharma.com

(213) 273-5453

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 7.5 KB