Liminatus Pharma (NASDAQ: LIMN) wins shareholder approval for reverse stock split
Rhea-AI Filing Summary
Liminatus Pharma, Inc. held its 2026 annual meeting of stockholders on August 3, 2026, with 32,446,373 shares, or 48.31% of outstanding common stock, represented in person or by proxy. Stockholders elected Class I directors Nicholas Fernandez and Dr. Ji Yeon Baek, each receiving about 23.4 million votes in favor versus roughly 0.23 million votes against, with 8,831,000 broker non-votes for each.
Stockholders also ratified Withum Smith+Brown PC as independent registered public accounting firm for the year ending December 31, 2026, by 31,489,701 votes for, 893,511 against, and 63,161 abstentions. In addition, they approved authorizing the Board, at its discretion, to implement a reverse stock split of up to 1-for-50 and amend the certificate of incorporation to reflect it, with 30,123,230 votes for, 2,305,303 against, and 17,840 abstentions.
Positive
- None.
Negative
- None.
Filing Explained
The August 3 vote authorized, but did not itself implement, a Board-discretionary reverse split of up to 1-for-50; if used, it would reduce the share count and raise the per-share price proportionally, without changing company value from the split itself.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares represented at meeting: 32,446,373 shares
Turnout percentage: 48.31%
Votes for Fernandez: 23,386,602
+4 more
7 metrics
Shares represented at meeting
32,446,373 shares
Common stock represented at the 2026 annual meeting
Turnout percentage
48.31%
Percentage of outstanding shares entitled to vote represented at the meeting
Votes for Fernandez
23,386,602
Votes cast in favor of electing Nicholas Fernandez as Class I director
Votes for Baek
23,385,188
Votes cast in favor of electing Dr. Ji Yeon Baek as Class I director
Auditor ratification votes for
31,489,701
Votes approving Withum Smith+Brown PC as independent registered public accounting firm
Reverse split max ratio
1-for-50
Maximum reverse stock split ratio authorized for common stock
Reverse split votes for
30,123,230
Votes in favor of reverse stock split and charter amendment proposal
Key Terms
broker non-votes, reverse stock split, certificate of incorporation, independent registered public accounting firm
4 terms
broker non-votes financial
"The voting results were as follows ... Broker Non-Votes 8,831,000"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
reverse stock split financial
"to approve (i) the reverse stock split of the common stock at a ratio of up to 1-for-50"
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.
certificate of incorporation regulatory
"and (ii) the amendment of the Company’s certificate of incorporation to reflect the reverse stock split"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
independent registered public accounting firm financial
"to serve as the Company’s independent registered public accounting firm for the fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
Which directors were elected at Liminatus Pharma (LIMN)'s 2026 annual meeting?
Stockholders elected Nicholas Fernandez and Dr. Ji Yeon Baek as Class I directors for three-year terms. Each received about 23.4 million votes for and roughly 0.23 million votes against, plus 8,831,000 broker non-votes.
Did Liminatus Pharma (LIMN) stockholders ratify the independent auditor for 2026?
Yes. Stockholders approved Withum Smith+Brown PC as independent registered public accounting firm for the year ending December 31, 2026, with 31,489,701 votes for, 893,511 against, and 63,161 abstentions.
What reverse stock split authority did Liminatus Pharma (LIMN) receive?
Stockholders authorized the Board to implement, at its discretion, a reverse stock split of the common stock at a ratio of up to 1-for-50 and to amend the certificate of incorporation to reflect the split, primarily to help meet Nasdaq listing requirements.
What was the outcome of the auditor ratification vote for Liminatus Pharma (LIMN)?
The proposal to ratify Withum Smith+Brown PC as independent registered public accounting firm passed with 31,489,701 votes for, compared to 893,511 against and 63,161 abstentions; there were no broker non-votes.