Every 8-K that Liminatus Pharma, Inc. Warrants (LIMNW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow LIMNW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full LIMNW filings page.
Liminatus Pharma, Inc. (LIMN) reports that Nasdaq has transferred its listing from The Nasdaq Global Market to The Nasdaq Capital Market and granted a conditional continued-listing exception. The company had fallen out of compliance with Nasdaq requirements for market value of listed securities of $50,000,000, market value of publicly held shares of $15,000,000, and the $1.00 minimum bid price.
As part of regaining compliance, Liminatus has approved and authorized a 1-for-50 reverse stock split of its common stock, effective at 4:01 p.m. Eastern Time on August 20, 2026, with trading on a split-adjusted basis on The Nasdaq Capital Market expected to begin on August 21, 2026 under the symbol LIMN. At the effective time, every 50 issued and outstanding shares will be combined into one share; if applied as of July 2, 2026, outstanding shares would decrease from 67,160,362 to approximately 1,343,208. No fractional shares will be issued and holdings, voting power, par value and authorized share counts remain proportionate, subject only to rounding up for fractions.
The Panel’s conditions include that Liminatus demonstrate a closing bid price of at least $1.00 for at least 10 consecutive trading days by September 3, 2026. The company states it expects the reverse split to help satisfy this rule but notes there is no assurance it will regain compliance within the prescribed period.
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.
Liminatus Pharma, Inc. states that, following its previously announced merger with InnocsAI LLC, it believes its stockholders’ equity now exceeds $2.5 million as of the date of the report.
The company is awaiting a compliance determination from The Nasdaq Stock Market regarding the applicable stockholders’ equity requirement. Liminatus notes that, even if it is currently found compliant, Nasdaq will continue monitoring its equity levels and the company may face future delisting if a subsequent periodic report does not demonstrate compliance. The company characterizes these statements as forward-looking and refers to its SEC filings for additional risk factors.
Liminatus Pharma, Inc. reports that Nasdaq has notified the company it has not regained compliance with Nasdaq Listing Rule 5450(a)(1), which requires a minimum bid price of $1 per share for 30 consecutive business days, and that it is not eligible for a second 180-day extension to cure the deficiency. A hearing was held before the Nasdaq Hearings Panel on June 30, 2026, and the Panel will consider this additional deficiency in deciding on the company’s continued listing; Liminatus plans to submit a written response by July 27, 2026, and the Panel has not yet issued its decision.
The company also filed a definitive proxy statement on July 13, 2026, for an annual stockholder meeting on August 3, 2026, to consider authorizing the board of directors to approve a reverse stock split of its common stock, among other matters. Liminatus cautions that there can be no assurance it will receive additional time or regain compliance with Nasdaq’s bid-price requirements.
Liminatus Pharma, Inc. has amended its merger agreement with InnocsAI LLC and completed the acquisition through a new subsidiary. The revised structure splits the 1,600,000,000-share merger consideration between common stock and new Series A Non-Voting Convertible Preferred Stock so closing could occur before stockholder approval. At closing, former InnocsAI members received 11,188,729 common shares and 158,881.1271 Series A Preferred shares, with common limited to an estimated 19.99% of outstanding stock immediately before closing under Nasdaq rules. Each Series A share is convertible into 10,000 common shares only after stockholders approve the underlying issuance. Liminatus granted InnocsAI holders Form S-3 and piggy-back registration rights and entered into two-year non-compete and non-solicitation agreements with key InnocsAI employees. The Series A Preferred participates in dividends on an as-converted basis, ranks on parity with common stock in liquidation, is non-voting except as provided by law, and is not redeemable.
Liminatus Pharma entered into a warrant exercise inducement transaction in which existing accredited investors agreed to immediately exercise warrants to purchase 10,344,000 shares of common stock at $0.18 per share. This generates about $1.9 million in gross proceeds before advisory fees, which the company plans to use for working capital and general corporate purposes.
In return, investors received new unregistered warrants to purchase up to 20,688,000 shares at an exercise price of $0.18 per share. These new warrants become exercisable only after required stockholder approvals under Nasdaq rules and will remain exercisable for five years from that approval date. Liminatus plans to file a resale registration statement covering the shares issuable upon exercise of the new warrants.
Liminatus Pharma, Inc. reported that Nasdaq has determined its securities should be delisted from the Nasdaq Global Market after the company failed to regain compliance with two continued listing standards. The company had 180 days, until May 18, 2026, to restore compliance with the $50,000,000 market value of listed securities requirement and the $15,000,000 market value of publicly held shares requirement.
Nasdaq’s notice states that, absent a successful appeal, trading in Liminatus Pharma’s common stock and warrants would be suspended and a Form 25-NSE would remove them from Nasdaq listing and registration. On May 26, 2026, the company requested a hearing before the Nasdaq Hearings Panel, which stays any suspension or delisting action pending the hearing.
Liminatus Pharma has signed a Merger Agreement to acquire InnocsAI LLC, a privately held oncology-focused biotech platform. At closing, InnocsAI members are to receive 1,600,000,000 shares of Liminatus common stock at $0.20 per share, plus contingent value rights for 20% of net proceeds from any future strategic sale, out-license, transfer or exit of the acquired assets.
The deal brings a pipeline of CAR-T and antibody-based programs, including IBC101 for relapsed or refractory B‑cell malignancies, INC101 for solid tumors with a dual-antigen design, a related INC102 construct, and a CS1 antibody platform aimed at trivalent CAR‑T development. Closing is subject to shareholder approvals, regulatory processes, and other customary conditions, and Liminatus plans to file an SEC registration statement and proxy statement/prospectus to seek stockholder approval.
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.
Liminatus Pharma, Inc. entered into agreements for a best-efforts public offering of common stock, pre-funded warrants and common warrants, priced at a combined $0.29 per share (or $0.2899 per pre-funded warrant) and warrant, for gross proceeds of approximately $4.0 million.
The company received net proceeds of about $3.46 million after fees and expenses, and may receive an additional $6.0 million if all investor warrants are exercised for cash. Proceeds are earmarked for clinical trials, research and development, sales and marketing, and general working capital needs.
The deal includes 8,270,000 common shares, 5,543,000 pre-funded warrants, and 13,813,000 warrants to buy up to 20,719,500 shares, plus 690,650 placement agent warrants. Liminatus and its directors agreed to 180‑day restrictions on additional equity issuance and insider sales, limiting new stock issuance and sales for that period.
Liminatus Pharma, Inc. entered into a settlement and release agreement with Clear Street LLC on February 6, 2026. The company agreed to issue 4,000,000 shares of common stock in exchange for the surrender and cancellation of 805,377 warrants held by Clear Street.
As part of the agreement, Liminatus and Clear Street will dismiss lawsuits in the Central District of California and the Southern District of New York, where a default judgment for $7,500,000 plus approximately $515,000 in interest had been entered against Liminatus and registered in California. The share issuance was an unregistered transaction relying on the Section 3(a)(9) exemption under the Securities Act.
Liminatus Pharma, Inc. reported that on January 15, 2026 it received a deficiency notice from Nasdaq because its common stock failed to meet the Nasdaq Listing Rule 5450(a)(1) minimum bid price requirement of $1 per share for the last 30 consecutive business days. The notice does not immediately affect the listing, and the stock will continue trading on Nasdaq under the symbol “LIMN” for now.
The company has 180 calendar days, until July 14, 2026, to regain compliance. Nasdaq would deem the company back in compliance if the closing bid price is at least $1 for a minimum of ten consecutive business days within this period. The company may also choose to implement a reverse stock split, which would need to be completed at least ten business days before the compliance period ends. If the company does not regain compliance in this initial window, it may be eligible for additional time, but there is no assurance it will meet Nasdaq’s continued listing standards.