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Liminatus Pharma, Inc. Schedule 13G reports that Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC (the Reporting Persons) jointly disclose shared beneficial ownership of 2,065,885 shares of Common Stock, representing 4.99% as of 02/20/2026.
The filing states that 1,735,000 shares were to be issued at closing under a Securities Purchase Agreement and that warrants exercisable into up to 2,602,500 shares (the Intracoastal Warrant) include a blocker limiting exercises to keep ownership at or below 4.99%.
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. is registering up to 6,896,551 shares of common stock, or Pre-Funded Warrants in lieu of common shares, together with accompanying warrants in a best-efforts public offering.
The company is also registering up to 6,896,551 Pre-Funded Warrants, up to 6,896,551 Warrants to purchase up to 10,344,827 shares of common stock, and up to 344,827 placement agent warrants plus 344,827 underlying shares. Each share or Pre-Funded Warrant is sold with a Warrant to buy 1.5 shares.
At an assumed combined public offering price of $1.45, Liminatus estimates net proceeds of about $9.0 million, to be used for clinical trials, research and development, sales and marketing, and general working capital. Common stock outstanding was 31,064,633 shares immediately prior to this offering and would be 37,961,184 shares immediately after, excluding any warrant exercises.
Liminatus is a pre-clinical, pre-revenue oncology company focused on a licensed CD47 checkpoint inhibitor and recently completed a SPAC-based business combination. The company reports recurring losses, substantial accumulated deficit, going-concern risks, and a material weakness in internal controls, and it qualifies as both an emerging growth and smaller reporting company, allowing reduced disclosures.
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.