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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
February 17, 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.) |
| 12611
Hiddencreek Way, Unit
C, Cerritos, CA |
|
90703 |
| (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 1.01 Entry into a Material Definitive
Agreement.
On February 17, 2026, Liminatus Pharma, Inc. (the
“Company”) announced the pricing of a “best efforts” public offering of (i) 8,270,000 shares of its common stock,
par value $0.0001 per share (“common stock”), (ii) 5,543,000 pre-funded warrants to purchase up to 5,543,000 shares of common
stock (the “Pre-Funded Warrants”) and (ii) 13,813,000 common stock purchase warrants to purchase up to 20,719,500 shares of
common stock (the “Warrants”), at a combined public offering price of $0.29 per share (or $0.2899 per Pre-Funded Warrant)
and Warrant (the “Offering”).
Each Pre-Funded Warrant has an exercise price
of $0.0001 per share upon issuance for one share of common stock and will not expire prior to exercise. Each Warrant has an exercise price
of $0.29 per share, is exercisable upon issuance for one and a half shares of common stock, and will expire five years following the date
of issuance. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the
event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price.
In connection with the Offering, on February 17,
2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain purchasers party thereto.
The Purchase Agreement contains customary representations, warranties and agreements of the Company and the purchasers and customary indemnification
rights and obligations of the parties. Pursuant to the Purchase Agreement, the Company agreed not to issue, enter into any agreement to
issue or announce the issuance or proposed issuance of any shares of common stock or any securities convertible into or exercisable or
exchangeable for shares of common stock or file any registration statement or prospectus, or any amendment or supplement thereto for 180
days after the closing date of the Offering, subject to certain exceptions. The Company also agreed not to effect or enter into an agreement
to effect any issuance of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock involving
a Variable Rate Transaction (as defined in the Purchase Agreement) until 180 days after the closing date of the Offering, subject to certain
exceptions.
In connection with the Offering, on February 17,
2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC, as placement
agent in connection with the Offering (the “Placement Agent”). The Company paid the Placement Agent a cash fee of 8.0% of
the aggregate gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent for all reasonable out-of-pocket
costs and expenses incurred in connection with the Offering in an aggregate amount up to $100,000. In addition, the Company issued to
the Placement Agent warrants (the “Placement Agent Warrants”) to purchase 690,650 shares of common stock (representing 5.0%
of the number of shares of common stock sold in the Offering). The Placement Agent Warrants are immediately exercisable at an exercise
price of $0.319 (or 110% of the public offering price for the shares of common stock and common warrants offered in the Offering) and
will expire on the fifth anniversary of the commencement of sales of the Offering.
The Company’s directors and executive officers
have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or
otherwise dispose of any shares of common stock or other securities convertible into or exercisable or exchangeable for common stock for
a period of 180 days following the closing date of the Offering without the prior written consent of the Placement Agent, subject to certain
exceptions.
The shares of common stock, the Pre-Funded Warrants,
the Warrants and the Placement Agent Warrants described above and the underlying shares of common stock were offered pursuant to the Registration
Statement on Form S-1 (File No. 333-293364), as amended, which was declared effective by the Securities and Exchange Commission on February
13, 2026.
The closing of the Offering occurred on February
18, 2026. The Company received net proceeds of approximately $3.46 million, after deducting the estimated offering expenses payable by
the Company, including the placement agent fees. The Company intends to use the net proceeds from the offering primarily for clinical
trials, research and development, sales and marketing and working capital and general corporate purposes.
The foregoing summaries of the Purchase Agreement,
the Placement Agency Agreement, the Pre-Funded Warrants, the Warrants, the Placement Agent Warrant and the
lock-up agreements do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents,
which are filed as exhibits 4.1, 4.2, 4.3, 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, which are incorporated by reference.
Item 8.01 Other Events.
The Company issued a press release announcing
the pricing of the offering on February 17, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Common Stock Purchase Warrant. |
| 4.2 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement on Form S-1 (File No. 333-293364), filed with the SEC on February 11, 2026). |
| 4.3 |
|
Placement Agent Warrant, dated February 18, 2026. |
| 10.1 |
|
Placement Agency Agreement dated February 17, 2026, between the Company and Maxim Group LLC. |
| 10.2 |
|
Securities Purchase Agreement, dated February 17, 2026, between the Company and the purchasers party thereto. |
| 10.3 |
|
Form of Lock-up Agreement. |
| 99.1 |
|
Press Release dated February 17, 2026. |
| 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: February 18, 2026 |
|
|
| |
|
|
| |
LIMINATUS PHARMA, INC. |
| |
|
|
| |
By: |
/s/ Chris Kim |
| |
Name: |
Chris Kim |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Liminatus Pharma, Inc. Announces Pricing of
$4.0 Million Public Offering
CERRITOS, Calif., February 17, 2026 -- Liminatus
Pharma, Inc. (NASDAQ: LIMN) (“Liminatus” or the “Company”), a pre-clinical stage immuno-oncology company
developing next-generation CD47-blockade therapies, today announced the pricing of its best-efforts public offering of 13,813,000 shares
of its common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 20,719,500 shares of common stock, at a combined
public offering price of $0.29 per share (or $0.2899 per pre-funded warrant) and accompanying warrants. The warrants will have an exercise
price of $0.29 per share, will be exercisable immediately upon issuance and will expire on the fifth anniversary of the original issuance
date. The closing of the offering is expected to occur on or about February 18, 2026, subject to the satisfaction of customary closing
conditions. Gross proceeds, before deducting placement agent fees and other estimated offering expenses, are expected to be approximately
$4.0 million. The potential additional gross proceeds to the Company from the exercise of the warrants, if fully exercised on a cash basis,
would be approximately $6.0 million. No assurance can be given that any warrants will be exercised.
The Company intends to use the net proceeds from
the offering to fund working capital requirements, general corporate purposes and the advancement of the Company’s business objectives.
Maxim
Group LLC is acting as sole placement agent in connection with this offering. The securities described above are being offered
pursuant to a registration statement on Form S-1 (File No. 333-293364) (the “Registration Statement”), which was declared
effective by the Securities and Exchange Commission (the "SEC") on February 13, 2026. The offering is being made only by means
of a prospectus which is a part of the effective Registration Statement. A preliminary prospectus relating to the offering has been filed
with the SEC. Copies of the final prospectus relating to this offering, when available, will be filed with the SEC and may be obtained
from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in
any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
About Liminatus Pharma, Inc. (NASDAQ: LIMN)
Liminatus Pharma is a pre-clinical stage immuno-oncology
company pioneering next-generation therapeutics, including its proprietary CD47-blockade antibody IBA101, designed to overcome the limitations
of first-generation immune therapies in solid tumors.
Forward-Looking Statements
This announcement contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and are relating
to the Company's future financial and operating performance. The Company has attempted to identify forward-looking statements by terminologies
including "believes," "estimates," "anticipates," "expects," "plans," "projects,"
"intends," "potential," “target,” “aim,” “predict,” “outlook,” “seek,”
“goal” “objective,” “assume,” “contemplate,” “continue,” “positioned,”
“forecast,” “likely,” "may," "could," "might," "will," "should,"
"approximately" or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements.
These statements are based on current expectations, assumptions and uncertainties involving judgments about, among other things, future
economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately
and many of which are beyond the Company's control. These statements also involve known and unknown risks, uncertainties and other factors
that may cause the Company's actual results to be materially different from those expressed or implied by any forward-looking statement.
Known and unknown risks, uncertainties and other factors include, but are not limited to, the implementation of our business plan; our
ability to obtain and maintain intellectual property protections for our intellectual property; our future business development, financial
condition and results of operations and our ability to obtain financing cost-effectively; potential changes of government regulations;
general economic and business conditions; and our ability to hire and maintain key personnel. Additionally, all forward-looking statements
are subject to the “Risk Factors” detailed from time to time in the Company's most recent filings with the U.S. Securities
and Exchange Commission. Because of these and other risks, uncertainties and assumptions, undue reliance should not be placed on these
forward-looking statements. In addition, these statements speak only as of the date of this press release and, except as may be required
by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
Contacts:
Liminatus Pharma, Inc.:
Chris Kim, CEO — info@liminatuspharma.com,
(213) 273-5453
