Liminatus Pharma holders OK reverse stock split

Liminatus Pharma, Inc. held its 2026 annual meeting of stockholders on August 3, 2026, with 32,446,373 shares, or 48.31% of outstanding common stock, represented in person or by proxy.

Rhea-AI Filing Summary

Liminatus Pharma, Inc. held its 2026 annual meeting of stockholders on August 3, 2026, with 32,446,373 shares, or 48.31% of outstanding common stock, represented in person or by proxy. Stockholders elected Class I directors Nicholas Fernandez and Dr. Ji Yeon Baek, each receiving about 23.4 million votes in favor versus roughly 0.23 million votes against, with 8,831,000 broker non-votes for each.

Stockholders also ratified Withum Smith+Brown PC as independent registered public accounting firm for the year ending December 31, 2026, by 31,489,701 votes for, 893,511 against, and 63,161 abstentions. In addition, they approved authorizing the Board, at its discretion, to implement a reverse stock split of up to 1-for-50 and amend the certificate of incorporation to reflect it, with 30,123,230 votes for, 2,305,303 against, and 17,840 abstentions.

Filing Explained

The August 3 vote authorized, but did not itself implement, a Board-discretionary reverse split of up to 1-for-50; if used, it would reduce the share count and raise the per-share price proportionally, without changing company value from the split itself.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 32,446,373 shares Turnout percentage: 48.31% Votes for Fernandez: 23,386,602 +4 more

7 metrics

Shares represented at meeting 32,446,373 shares Common stock represented at the 2026 annual meeting

Turnout percentage 48.31% Percentage of outstanding shares entitled to vote represented at the meeting

Votes for Fernandez 23,386,602 Votes cast in favor of electing Nicholas Fernandez as Class I director

Votes for Baek 23,385,188 Votes cast in favor of electing Dr. Ji Yeon Baek as Class I director

Auditor ratification votes for 31,489,701 Votes approving Withum Smith+Brown PC as independent registered public accounting firm

Reverse split max ratio 1-for-50 Maximum reverse stock split ratio authorized for common stock

Reverse split votes for 30,123,230 Votes in favor of reverse stock split and charter amendment proposal

Key Terms

broker non-votes, reverse stock split, certificate of incorporation, independent registered public accounting firm

4 terms

broker non-votes financial

"The voting results were as follows ... Broker Non-Votes 8,831,000"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

reverse stock split financial

"to approve (i) the reverse stock split of the common stock at a ratio of up to 1-for-50"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

certificate of incorporation regulatory

"and (ii) the amendment of the Company’s certificate of incorporation to reflect the reverse stock split"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

independent registered public accounting firm financial

"to serve as the Company’s independent registered public accounting firm for the fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

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

What was the shareholder turnout at Liminatus Pharma (LIMN)'s 2026 annual meeting?

Stockholders representing 32,446,373 shares of Liminatus Pharma common stock, or 48.31% of the outstanding shares entitled to vote, were represented at the 2026 annual meeting in person or by proxy.

Which directors were elected at Liminatus Pharma (LIMN)'s 2026 annual meeting?

Stockholders elected Nicholas Fernandez and Dr. Ji Yeon Baek as Class I directors for three-year terms. Each received about 23.4 million votes for and roughly 0.23 million votes against, plus 8,831,000 broker non-votes.

Did Liminatus Pharma (LIMN) stockholders ratify the independent auditor for 2026?

Yes. Stockholders approved Withum Smith+Brown PC as independent registered public accounting firm for the year ending December 31, 2026, with 31,489,701 votes for, 893,511 against, and 63,161 abstentions.

What reverse stock split authority did Liminatus Pharma (LIMN) receive?

Stockholders authorized the Board to implement, at its discretion, a reverse stock split of the common stock at a ratio of up to 1-for-50 and to amend the certificate of incorporation to reflect the split, primarily to help meet Nasdaq listing requirements.

How did Liminatus Pharma (LIMN) shareholders vote on the reverse stock split proposal?

The reverse stock split and charter amendment proposal received 30,123,230 votes for, 2,305,303 votes against, and 17,840 abstentions, with 0 broker non-votes reported for this item.

What was the outcome of the auditor ratification vote for Liminatus Pharma (LIMN)?

The proposal to ratify Withum Smith+Brown PC as independent registered public accounting firm passed with 31,489,701 votes for, compared to 893,511 against and 63,161 abstentions; there were no broker non-votes.

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

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Available on EDGAR 08/04/2026 - 04:32 PM Accepted by SEC EDGAR 08/04/2026 - 04:30 PM Learn about SEC filing dates

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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

Date of Report (Date of earliest event reported): August 3, 2026

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

x 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 5.07 Submission of Matters to a Vote of Security Holders.

On August 3, 2026, Liminatus Pharma, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The holders of 32,446,373 shares of common stock, or approximately 48.31% of the outstanding shares entitled to vote as of the record date for the Annual Meeting, were represented at the Annual Meeting in person or by proxy. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 13, 2026. The following is a brief description of each matter voted upon and the final voting results for each matter.

1. Election of Directors

Stockholders elected the Company’s two nominees for the Class I directors of the Board, each to serve for a term of three years or until their respective successors are duly elected and qualified. The voting results were as follows:

		For				Against			Broker Non-Votes
Nicholas Fernandez			23,386,602				228,771		8,831,000
Dr. Ji Yeon Baek			23,385,188				230,185		8,831,000

2. Ratification of Auditors

Stockholders approved and ratified the appointment of Withum Smith+Brown PC to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
31,489,701		893,511		63,161		0

3. Reverse Stock Split and Charter Amendment

Stockholders approved a proposal to authorize the Company’s Board of Directors, at its discretion, to approve (i) the reverse stock split of the common stock at a ratio of up to 1-for-50 shares, with such ratio to be determined by the Board of Directors, for the primary purpose of meeting the minimum bid price and other quantitative requirements for the Company’s listing on the Nasdaq Stock Market and (ii) the amendment of the Company’s certificate of incorporation to reflect the reverse stock split. The voting results were as follows:

For		Against		Abstain/Withheld		Broker Non-Votes
30,123,230		2,305,303		17,840		0

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: August 4, 2026	LIMINATUS PHARMA, INC.
	By:	/s/ Chris Kim
	Name:	Chris Kim
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 35.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 24.6 KB