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Liminatus Pharma, Inc. completed a business combination that recapitalized Iris into the combined company, resulting in 26,014,633 shares outstanding at June 30, 2025 compared with 17,500,000 at year-end 2024. The transaction included a $15.0M PIPE, of which $10.56M was cash proceeds and $4.44M converted from related‑party debt into equity. Numerous short‑term related‑party and third‑party loans totaling millions were converted into common stock at closing.
The company treated the deal as a reverse acquisition for accounting under ASC 805, with Iris assets stated at fair value and no goodwill recorded. As of June 30, 2025 management disclosed substantial doubt about the company’s ability to continue as a going concern within one year. Other notable items include deferred underwriting liability of approximately $7.8M for unissued shares, classification of warrants with 6,900,000 public warrants as equity and 835,555 private warrants as liabilities, a $5.0M R&D advance, and $75,000 CEO compensation expense recorded in each six‑month period.
Liminatus Pharma, Inc. reported that on August 22, 2025 it received a notice from the Nasdaq Listing Qualifications Department stating the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has delayed filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025.
The letter does not immediately affect the listing of the company’s common stock, which continues to trade on Nasdaq under the symbol LIMN. Liminatus Pharma has 60 calendar days, until October 21, 2025, to submit a plan to regain compliance; if Nasdaq accepts the plan, it may grant up to 180 calendar days from the original due date, until February 16, 2026, for the company to file the Form 10-Q and cure the deficiency.
The company states it is in the process of completing the Form 10-Q and intends to file it as soon as practicable. It also issued a press release on August 25, 2025 announcing receipt of the non-compliance notice.
Liminatus Pharma, Inc. (LIMN) Form 3 shows an initial statement of beneficial ownership filed for Iris Acquisition Holdings LLC in connection with an event dated 04/30/2025. The reporting entity lists a total of 6,900,000 shares of Common Stock beneficially owned in a direct ownership form. The filing identifies the reporting person as related to the issuer with the label string that includes Director. The document is signed by Sumit Mehta, Authorized Representative with a signature date of 08/15/2025. No derivative securities are reported and no exercise or conversion terms are listed.