Liminatus Pharma (Nasdaq: LIMN) shows Valetudo’s 489.8M-share convertible preferred position
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Liminatus Pharma, Inc. reported that Valetudo Therapeutics LLC, a greater-than-10% holder controlled by CEO Chris Kim, received 3,448,926 shares of common stock and 48,975.10742 shares of Series A Non-Voting Convertible Preferred Stock as consideration in the acquisition of InnocsAI LLC. Following the transaction, Valetudo holds 5,244,351 common shares and a preferred position convertible into 489,751,074 common shares, with each preferred share convertible into 10,000 common shares at an issue price of $0.20 per share. Conversion of the preferred stock is contingent on prior stockholder approval under applicable Nasdaq Stock Market LLC listing rules. Kim may be deemed the beneficial owner of Valetudo’s holdings but disclaims beneficial ownership except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Valetudo Therapeutics LLC, Kim Chris
Role
10% Owner | Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock, par value $0.0001 per share | 3,448,926 | -- | -- |
| holding | Series A Preferred Stock, par value $0.0001 per share | -- | -- | -- |
Holdings After Transaction:
Common Stock, par value $0.0001 per share — 5,244,351 shares (Direct);
Series A Preferred Stock, par value $0.0001 per share — 489,751,074 shares (Direct)
Footnotes (1)
- Consists of 5,244,351 shares of common stock held of record by Valetudo Therapeutics LLC ("Valetudo"). On July 2, 2026, Valetudo received 3,448,926 shares of common stock and 48,975.10742 shares of the registrant's newly designated Series A Non-Voting Convertible Preferred Stock ("Series A Preferred Stock") as consideration paid to former members of InnocsAI LLC ("InnocsAI") in connection with the registrant's acquisition of InnocsAI. Each share of Series A Preferred Stock will be convertible into 10,000 shares of common stock at an issue price of $0.20 per share, which conversion is contingent upon prior stockholder approval of the issuance of the underlying common shares to the extent required under applicable Nasdaq Stock Market LLC listing rules. The Series A Preferred Stock has no expiration date. Mr. Chris Kim is the CEO and controlling member of Valetudo and has voting and dispositive power over, and may be deemed to be the beneficial owner of, the shares held by Valetudo. The business address of Valetudo is 2251 Stern Goodman Street, Suite E, Fullerton, California 92833. Mr. Kim disclaims any beneficial ownership of any shares held by Valetudo except to the extent of his ultimate pecuniary interest therein.
Key Figures
Common shares received: 3,448,926 shares
Common shares held: 5,244,351 shares
Series A Preferred shares: 48,975.10742 shares
+3 more
6 metrics
Common shares received
3,448,926 shares
Common stock received by Valetudo on July 2, 2026 as deal consideration
Common shares held
5,244,351 shares
Total Liminatus common stock held of record by Valetudo after the transaction
Series A Preferred shares
48,975.10742 shares
Newly designated Series A Non-Voting Convertible Preferred Stock held by Valetudo
Conversion ratio
10,000 common shares per preferred share
Each Series A Preferred share will be convertible into 10,000 common shares
Underlying common shares
489,751,074 shares
Common shares underlying Valetudo’s Series A Preferred Stock position
Issue price
$0.20 per share
Issue price for the common stock underlying each Series A Preferred share
Key Terms
Series A Non-Voting Convertible Preferred Stock, beneficial owner, Nasdaq Stock Market LLC listing rules, disclaims any beneficial ownership
4 terms
Series A Non-Voting Convertible Preferred Stock financial
"shares of the registrant's newly designated Series A Non-Voting Convertible Preferred Stock"
Series A non-voting convertible preferred stock is an early-round ownership share that gives holders priority over common shareholders for payouts and protections, but does not grant voting control. It can be exchanged later for common shares—like a coupon that can be turned into regular stock—allowing investors to share in upside while limiting immediate influence on company decisions; this affects potential returns, dilution for other shareholders, and the balance of control in future financing or sale events.
beneficial owner financial
"may be deemed to be the beneficial owner of, the shares held by Valetudo"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Nasdaq Stock Market LLC listing rules regulatory
"to the extent required under applicable Nasdaq Stock Market LLC listing rules"
disclaims any beneficial ownership financial
"Mr. Kim disclaims any beneficial ownership of any shares held by Valetudo"
FAQ
What insider transaction did Liminatus Pharma (LIMN) disclose for July 2, 2026?
Liminatus Pharma disclosed that Valetudo Therapeutics LLC received 3,448,926 common shares and 48,975.10742 Series A preferred shares on July 2, 2026 as consideration in its acquisition of InnocsAI, bringing Valetudo’s common stock holdings to 5,244,351 shares.
What are the key terms of Liminatus Pharma (LIMN) Series A Non-Voting Convertible Preferred Stock?
Each Series A Preferred share is non-voting and will be convertible into 10,000 common shares at an issue price of $0.20 per share. The preferred stock has no expiration date, and conversion is contingent on prior stockholder approval under applicable Nasdaq listing rules.