Liminatus Pharma agrees to $650K private placement

Q: How many shares is LIMN issuing, and at what price?

Liminatus Pharma agreed to issue 260,001 common shares to a non-U.S. investor at $2.50 per share in a private placement.

The shares are unregistered and may be offered or sold in the United States only under an effective registration statement or an applicable exemption.

Available on EDGAR 11/03/2026 - 04:16 PM EST Accepted by SEC EDGAR 11/03/2026 - 04:15 PM EST

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Form Type

8-K

Rhea-AI Filing Summary

Liminatus Pharma, Inc. (LIMN) agreed to issue 260,001 shares of common stock to a non-U.S. investor in a private placement at $2.50 per share, for $650,002.50 in aggregate gross proceeds. The company intends to use net proceeds for working capital and general corporate purposes.

The private placement is expected to close on or about November 20, 2026. The shares are unregistered, and Liminatus agreed to file a resale registration statement within 60 days of closing. The shares will be issued in reliance on exemptions including Section 4(a)(2), Rule 506(b) of Regulation D and/or Regulation S.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares to be issued: 260,001 shares Purchase price: $2.50 per share Aggregate gross proceeds: $650,002.50 +2 more

5 metrics

Shares to be issued 260,001 shares Private placement

Purchase price $2.50 per share Private placement

Aggregate gross proceeds $650,002.50 Private placement

Expected closing On or about November 20, 2026 Private placement

Resale registration filing deadline Within 60 days of closing Company agreed to file a registration statement for resale

Key Terms

private placement, registration statement, Rule 506(b)

3 terms

private placement financial

"in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

registration statement regulatory

"file a registration statement with the U.S. Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Rule 506(b) regulatory

"Rule 506(b) of Regulation D"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

FAQ

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

How many shares is LIMN issuing, and at what price?

Liminatus Pharma agreed to issue 260,001 common shares to a non-U.S. investor at $2.50 per share in a private placement.

When is LIMN's private placement expected to close, and when will resale registration be filed?

The private placement is expected to close on or about November 20, 2026. Liminatus agreed to file a registration statement for resale within 60 days of closing.

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

Understanding 8-K Material Events →

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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

November 2, 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 1.01 Entry into a Material Definitive Agreement.

On November 2, 2026, Liminatus Pharma, Inc. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with a non-U.S. investor, pursuant to which such investor agreed to subscribe for, and the Company agreed to issue to such investor, an aggregate of 260,001 shares of the Company’s common stock (collectively, the “Shares”) in a private placement, at a purchase price of $2.50 per share for aggregate gross proceeds of $650,002.50. The Company intends to use the net proceeds from the sale of the Shares for working capital and general corporate purposes.

The Shares offered in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the Shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to register for resale the Shares by filing a registration statement with the U.S. Securities and Exchange Commission within 60 days of the closing of the private placement. The private placement is expected to close on or about November 20, 2026.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, a form of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Shares pursuant to the Subscription Agreement is incorporated by reference herein. The Shares issuable pursuant to the Subscription Agreement have not been registered under the Securities Act and will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D and/or Regulation S promulgated thereunder.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Subscription Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 3, 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

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 173.2 KB