LIMN News & Events

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.

Liminatus Pharma files to sell 20.69M shares of common stock for holders

Liminatus Pharma announced that the company received a delisting notice from The Nasdaq Stock Market. On May 20, the company received a notice from Nasdaq stating that the company had not regained compliance with the MVLS Rule and the MVPHS Rule. Accordingly, its securities will be delisted from The Nasdaq Global Market. Unless the company requests an appeal of the determination before the Nasdaq Hearings Panel by May 27, trading of the company's common stock and warrants will be suspended at the opening of business on May 29, and a Form 25-NSE will be filed with the SEC, which will remove the company's securities from listing and registration on Nasdaq. The company intends to timely request an appeal before the Panel. The hearing request will result in a stay of any suspension or delisting action pending the hearing.

Liminatus plans to initiate a Phase 1 clinical trial evaluating IBA101, a next-generation CD47-blocking monoclonal antibody designed to engage innate immune pathways and complement established immuno-oncology therapies. IBA101 is designed to work alongside PD-1/PD-L1 checkpoint inhibitors, which remain the backbone of treatment across multiple solid tumor indications. Lung cancer has been selected as the initial focus of the Phase 1 program. The company anticipates engaging with regulatory authorities as part of its clinical development planning and is targeting readiness to advance the program following completion of required manufacturing, nonclinical, and regulatory preparation activities.