Liminatus Pharma (NASDAQ: LIMN) lowers quorum for shareholder votes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Liminatus Pharma, Inc. updated its corporate governance rules by amending its bylaws to lower the quorum requirement for stockholder meetings. Instead of needing a majority of voting power, future meetings can proceed with one-third of the voting power present in person or by proxy.

The change applies both to overall stockholder meetings and to any required class or series votes, and allows the chair or a majority of represented shares to adjourn meetings until a quorum is reached. The amendment is effective immediately and will be submitted to stockholders for ratification, but the Board may maintain it under Delaware law even if stockholders do not approve. The full amended bylaws are included as an exhibit.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

03/04/2026 - 04:15 PM

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 27, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 27, 2026, the Board of Directors (the “Board”) of Liminatus Pharma, Inc. (the “Company”) approved an amendment to the Company’s bylaws (the “Bylaws”) to reduce the quorum requirement for meetings of the stockholders from a majority to one-third (1/3) of the voting power of the capital stock of the Company issued and outstanding and entitled to vote (the “Bylaw Amendment”).

The amendment to the Bylaws as discussed above, which was effective upon adoption by the Board, amended Article II, Section 26 of the Bylaws in its entirety to read as follows:

2.6 QUORUM

The holders of one-third (1/3) of the voting power of the capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. Where a separate vote by a class or series or classes or series is required, the holders of one-third (1/3) of the voting power of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws.

If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairperson of the meeting, or (b) the stockholders so present (by the affirmative vote of the holders of a majority in voting power of the capital stock of the Corporation which are present in person or represented by proxy and entitled to vote thereon) shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting in accordance with Section 2.7, until a quorum is present or represented.

The Board also authorized the Company to submit the Bylaw Amendment for ratification by stockholders at the Company’s next annual meeting of stockholders. If approved by stockholders, the Bylaw Amendment will be formally ratified; if not approved, the Board has the authority to maintain the amendment in accordance with Delaware law.

The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
3.1		Amended and Restated Bylaws of Liminatus Pharma, Inc., as amended by the Bylaw Amendment.
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: March 4, 2026

	LIMINATUS PHARMA, INC.

	By:	/s/ Chris Kim
	Name:	Chris Kim
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did Liminatus Pharma (LIMN) disclose in this 8-K?

Liminatus Pharma disclosed a bylaw amendment lowering the quorum requirement for stockholder meetings to one-third of voting power. Previously, a majority was required. This affects when meetings can conduct business even if fewer stockholders are present or represented by proxy.

How did Liminatus Pharma (LIMN) change its stockholder meeting quorum?

The company revised its bylaws so that one-third of the voting power constitutes a quorum for stockholder meetings. This applies to overall and class-level votes, allowing meetings to proceed and transact business with fewer voting shares present or represented.

When does the new quorum bylaw at Liminatus Pharma (LIMN) take effect?

The amended quorum bylaw became effective immediately upon approval by the Board of Directors on February 27, 2026. It now governs all applicable stockholder meetings, including those requiring separate class or series votes, unless later changed or superseded.

Will Liminatus Pharma (LIMN) stockholders vote on the quorum bylaw change?

Yes. The Board authorized submitting the quorum bylaw amendment for ratification at the next annual stockholder meeting. Even if stockholders do not approve it, the Board retains authority under Delaware law to keep the amendment in place.

What happens if a quorum is not present at a Liminatus Pharma (LIMN) meeting?

If the new one-third quorum is not met, either the meeting chair or stockholders present holding a majority of represented voting power may adjourn. The meeting can then reconvene later, without additional notice, until a quorum is achieved.

Where can investors see the full text of Liminatus Pharma’s (LIMN) amended bylaws?

The complete amended and restated bylaws, reflecting the new quorum language, are filed as Exhibit 3.1 to the Form 8-K. Investors can review that exhibit to see the precise wording of the governance changes adopted by the Board.

Filing Exhibits & Attachments

5 documents