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Nasdaq reviews Liminatus Pharma (Nasdaq: LIMN) after loss of bid-price compliance

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Liminatus Pharma, Inc. reports that Nasdaq has notified the company it has not regained compliance with Nasdaq Listing Rule 5450(a)(1), which requires a minimum bid price of $1 per share for 30 consecutive business days, and that it is not eligible for a second 180-day extension to cure the deficiency. A hearing was held before the Nasdaq Hearings Panel on June 30, 2026, and the Panel will consider this additional deficiency in deciding on the company’s continued listing; Liminatus plans to submit a written response by July 27, 2026, and the Panel has not yet issued its decision.

The company also filed a definitive proxy statement on July 13, 2026, for an annual stockholder meeting on August 3, 2026, to consider authorizing the board of directors to approve a reverse stock split of its common stock, among other matters. Liminatus cautions that there can be no assurance it will receive additional time or regain compliance with Nasdaq’s bid-price requirements.

Positive

  • None.

Negative

  • Nasdaq bid-price noncompliance and no second extension: Liminatus Pharma has not regained compliance with the $1 bid-price rule and is not eligible for a second 180-day extension, putting its continued Nasdaq listing under review by the Hearings Panel.

Filing Explained

The reverse split remains at the authorization stage: if shareholders authorize board approval and the board acts, it would reduce the common-share count and raise the per-share price proportionally, without changing company value from the split itself.

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 or transferred its listing to a different exchange.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Nasdaq minimum bid price $1 per share Required closing bid price under Nasdaq Listing Rule 5450(a)(1)
Initial compliance period 180 calendar days Period to regain bid-price compliance ending July 14, 2026
Panel hearing date June 30, 2026 Hearing before the Nasdaq Hearings Panel on bid-price deficiency
Nasdaq noncompliance notice July 20, 2026 Date Nasdaq stated the company had not regained compliance and was not eligible for a second extension
Response deadline to Panel July 27, 2026 Deadline for Liminatus to submit written views on the additional deficiency
Annual meeting date August 3, 2026 Stockholder meeting to vote on authorizing the board to approve a reverse stock split, among other items
Nasdaq Listing Rule 5450(a)(1) regulatory
"no longer in compliance with Nasdaq Listing Rule 5450(a)(1), which requires a minimum bid price"
Nasdaq Listing Rule 5450(a)(1) is a continued-listing standard that sets a minimum share price companies must maintain to remain listed on the Nasdaq market—commonly a $1.00 per-share threshold. Investors care because falling below that floor can trigger a compliance review and possible delisting, which is like failing a minimum grade and losing access to the public market; delisting can reduce liquidity, visibility and the ability to raise capital.
Bid Price Rule regulatory
"was no longer in compliance with the Bid Price Rule, which requires a $1 per share bid price"
Nasdaq Hearings Panel regulatory
"A hearing was held before the Nasdaq Hearings Panel on June 30, 2026"
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
"for the purpose of authorizing the Company’s board of directors to approve a 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.
forward-looking statements regulatory
"Certain information contained in this report consists of forward-looking statements for purposes"
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.

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

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FAQ

What Nasdaq compliance issue does Liminatus Pharma (LIMN) disclose?

Liminatus Pharma discloses it is not in compliance with Nasdaq Listing Rule 5450(a)(1), known as the Bid Price Rule, which requires a minimum $1 per share closing bid price for 30 consecutive business days.

What bid-price compliance timeline has Nasdaq given Liminatus Pharma (LIMN)?

Nasdaq initially granted Liminatus Pharma a 180-calendar-day period, until July 14, 2026, to regain bid-price compliance. A July 20, 2026 notice then stated the company had not regained compliance and is not eligible for a second 180-day extension.

What is the status of Liminatus Pharma’s (LIMN) Nasdaq listing review?

A Nasdaq Hearings Panel is considering Liminatus Pharma’s continued listing after a June 30, 2026 hearing. The company received a further deficiency notice, and the Panel has not yet issued its decision on continued listing.

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

Liminatus Pharma plans to submit a written response to the Nasdaq Hearings Panel by July 27, 2026 addressing the additional bid-price deficiency. The company notes there is no assurance it will receive more time or regain compliance.

When is Liminatus Pharma’s (LIMN) 2026 annual meeting and what key item will be voted on?

The annual meeting is scheduled for August 3, 2026 at 10:30 a.m. Pacific Time. Stockholders will consider authorizing the board of directors to approve a reverse stock split of the company’s common stock, among other matters.
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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

 

July 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 reported, 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, based upon the closing bid price for the last 30 consecutive business days, the Company was no longer in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”) which requires listed securities to maintain a minimum bid price of $1 per share. Under the Nasdaq rules, the Company was provided a compliance period of 180 calendar days, or until July 14, 2026, in which to regain compliance with the Bid Price Rule.

 

A hearing was held before the Nasdaq Hearings Panel (the “Panel”) on June 30, 2026 during which the Company requested an extension of the Company’s period for regaining compliance with the Bid Price Rule. 

 

On July 20, 2026, the Company received a notice from Nasdaq indicating that the Company has not regained compliance with the Bid Price Rule and is not eligible for a second 180-day extension to regain compliance with the Bid Price Rule. The notice indicated that the Panel will consider this matter in their decision regarding the Company’s continued listing on Nasdaq and that the Company should present its view with respect to the additional deficiency to the Panel in writing no later than July 27, 2026. The Panel has not yet issued a decision on the Company’s continued listing.

 

The Company plans to submit a timely written response to the Panel regarding the additional deficiency. There can be no assurance that the Panel will give the Company additional time to come back into compliance or that the Company will be able to regain compliance with the Minimum Bid Price Rule.

 

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.

 

Item 8.01 Other Events.

 

On July 13, 2026, the Company filed a definitive proxy statement with respect to the annual meeting of the Company’s stockholders scheduled to be held on August 3, 2026 at 10:30 a.m. Pacific Time for the purpose of authorizing the Company’s board of directors to approve a reverse stock split of the Company’s common stock, among other things.

 

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: July 24, 2026    
     
  LIMINATUS PHARMA, INC.
     
  By: /s/ Chris Kim 
  Name:  Chris Kim
  Title: Chief Executive Officer

 

 

 

Filing Exhibits & Attachments

4 documents