Liminatus Pharma faces Nasdaq delisting after noncompliance

Liminatus Pharma, Inc. reported that Nasdaq has determined its securities should be delisted from the Nasdaq Global Market after the company failed to regain compliance with two continued listing standards.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Liminatus Pharma, Inc. reported that Nasdaq has determined its securities should be delisted from the Nasdaq Global Market after the company failed to regain compliance with two continued listing standards. The company had 180 days, until May 18, 2026, to restore compliance with the $50,000,000 market value of listed securities requirement and the $15,000,000 market value of publicly held shares requirement.

Nasdaq’s notice states that, absent a successful appeal, trading in Liminatus Pharma’s common stock and warrants would be suspended and a Form 25-NSE would remove them from Nasdaq listing and registration. On May 26, 2026, the company requested a hearing before the Nasdaq Hearings Panel, which stays any suspension or delisting action pending the hearing.

Positive

None.

Negative

Nasdaq delisting determination: The company did not regain compliance with Nasdaq’s $50,000,000 market value of listed securities and $15,000,000 market value of publicly held shares standards by May 18, 2026, leading Nasdaq to move toward delisting from the Nasdaq Global Market.
Listing status uncertainty: Although an appeal to the Nasdaq Hearings Panel on May 26, 2026 stays immediate suspension or delisting, the company explicitly notes there is no assurance it will regain compliance with Nasdaq listing rules.

Insights

Nasdaq delisting risk increases uncertainty despite pending appeal.

The company has not met Nasdaq’s $50,000,000 market value of listed securities and $15,000,000 market value of publicly held shares standards by the May 18, 2026 deadline. Nasdaq has therefore moved toward delisting from the Nasdaq Global Market.

Liminatus Pharma requested a hearing on May 26, 2026, which temporarily stays any suspension or delisting. The outcome will depend on the company’s ability to present a viable compliance plan and on subsequent market performance relative to Nasdaq’s rules.

If the appeal is unsuccessful, removal from Nasdaq could affect trading liquidity and visibility. The company notes there is no assurance it will regain compliance, and points investors to its SEC filings for a broader discussion of related risks.

8-K Event Classification

2 items: 3.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Market value of listed securities requirement: $50,000,000 Market value of publicly held shares requirement: $15,000,000 Compliance period: 180 calendar days +4 more

7 metrics

Market value of listed securities requirement $50,000,000 Nasdaq Listing Rule 5450(b)(2)(A) continued listing standard

Market value of publicly held shares requirement $15,000,000 Nasdaq Listing Rule 5450(b)(2)(C) continued listing standard

Compliance period 180 calendar days Period to regain compliance ending May 18, 2026

Compliance deadline May 18, 2026 End of 180-day period to meet Nasdaq market value rules

Nasdaq delisting notice date May 20, 2026 Date Nasdaq informed company it had not regained compliance

Appeal request date May 26, 2026 Date company requested hearing before Nasdaq Hearings Panel

Potential trading suspension date May 29, 2026 Date trading would be suspended absent appeal or stay

Key Terms

market value of listed securities, market value of publicly held shares, Nasdaq Global Market, Nasdaq Hearings Panel, +2 more

6 terms

market value of listed securities financial

"the $50,000,000 market value of listed securities (MVLS) requirement for continued listing"

Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

market value of publicly held shares financial

"the $15,000,000 market value of publicly held shares (MVPHS) requirement for continued listing"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

Nasdaq Global Market financial

"its securities will be delisted from The Nasdaq Global Market"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Nasdaq Hearings Panel regulatory

"unless the Company requests an appeal of the determination before the 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.

Form 25-NSE regulatory

"a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing"

Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.

forward-looking statements regulatory

"Certain information contained in this report consists of forward-looking statements for purposes of the federal securities law"

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.

FAQ

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

What Nasdaq listing rules did Liminatus Pharma (LIMN) fail to meet?

Liminatus Pharma failed to meet Nasdaq’s $50,000,000 market value of listed securities requirement and the $15,000,000 market value of publicly held shares requirement. These thresholds come from Nasdaq Listing Rules 5450(b)(2)(A) and 5450(b)(2)(C) governing continued listing on the Nasdaq Global Market.

What delisting action is Nasdaq taking against Liminatus Pharma (LIMN)?

Nasdaq notified Liminatus Pharma that its securities will be delisted from the Nasdaq Global Market after noncompliance with two market value standards. Absent a successful appeal, trading in its common stock and warrants would be suspended and a Form 25-NSE would remove them from Nasdaq listing and registration.

What deadlines did Liminatus Pharma (LIMN) face to regain Nasdaq compliance?

The company had 180 calendar days, until May 18, 2026, to regain compliance with Nasdaq’s market value requirements. After it did not regain compliance, Nasdaq issued a delisting notice on May 20, 2026, triggering potential suspension and deregistration steps unless the company successfully appeals.

How is Liminatus Pharma (LIMN) responding to Nasdaq’s delisting notice?

On May 26, 2026, Liminatus Pharma requested a hearing before the Nasdaq Hearings Panel. This request automatically stays any suspension or delisting action pending the hearing, giving the company an opportunity to present its plan for regaining compliance with Nasdaq’s continued listing standards.

Will Liminatus Pharma (LIMN) definitely regain Nasdaq compliance?

The company states there is no assurance Nasdaq will accept its plan or that it will regain compliance during any period. Forward-looking statements in the report highlight uncertainties, and the company directs readers to its SEC filings for further discussion of risks affecting continued listing.

What could happen to Liminatus Pharma (LIMN) shares if the appeal fails?

If the appeal is unsuccessful, trading of the company’s common stock and warrants would be suspended and a Form 25-NSE would remove them from Nasdaq listing and registration. That would shift the securities off the Nasdaq Global Market, affecting trading venue and potentially liquidity.

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

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Accepted by SEC EDGAR 05/27/2026 - 04:30 PM

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

May 20, 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 in the Current Report on Form 8-K filed on November 25, 2025 with the Securities and Exchange Commission (the “SEC”), on November 19, 2025, Liminatus Pharma, Inc. (the “Company”) received notices from The Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company’s listed securities failed to comply with the $50,000,000 market value of listed securities (MVLS) requirement for continued listing in accordance with Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”) and the $15,000,000 market value of publicly held shares (MVPHS) requirement for continued listing in accordance with Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”). The Company was provided a period of 180 calendar days, or until May 18, 2026, in which to regain compliance.

On May 20, 2026, the Company received a notice from Nasdaq stating that the Company had not regained compliance with the MVLS Rule and the MVPHS Rule. Accordingly, its securities will be delisted from The Nasdaq Global Market. Unless the Company requests an appeal of the determination before the Nasdaq Hearings Panel (the “Panel”) by May 27, 2026, trading of the Company’s common stock and warrants will be suspended at the opening of business on May 29, 2026, and a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq. On May 26, 2026, the Company requested an appeal before the Panel. The hearing request will result in a stay of any suspension or delisting action pending the hearing.

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: May 27, 2026

	LIMINATUS PHARMA, INC.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Liminatus Pharma faces Nasdaq delisting after noncompliance