Liminatus Pharma Amends Merger Agreement with InnocsAI, Transaction Valued at Approximately $320M

Liminatus Pharma announced that it has amended and restated the previously announced definitive merger agreement with InnocsAI. The transaction has been re-structured to allow closing prior to obtaining stockholder approval, with closing now expected to occur on July 2, subject to the satisfaction or waiver of customary closing conditions. Under the amended terms of the merger agreement, the equity holders of InnocsAI will receive merger consideration consisting of a combination of Liminatus common stock and newly designated non-voting convertible preferred stock, at an issue price of 20c per common share, representing an aggregate implied transaction value of approximately $320M, together with contingent value rights representing the right to receive 20% of future net proceeds from certain strategic transactions involving the acquired assets. The InnocsAI equity holders will receive shares of Liminatus common stock representing up to the maximum amount issuable without prior stockholder approval under applicable Nasdaq listing rules; and the balance of the merger consideration will consist of shares of newly designated non-voting convertible preferred stock. The non-voting convertible preferred stock will not be convertible into common stock unless and until the company has obtained stockholder approval for the issuance of the underlying common shares to the extent required under applicable Nasdaq listing rules. The merger consideration is expected to be issued following the closing in accordance with the amended terms of the merger agreement and related transaction documents.