Welcome to our dedicated page for Liminatus Pharma SEC filings (Ticker: LIMN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Liminatus Pharma, Inc. (NASDAQ: LIMN) SEC filings page on Stock Titan provides access to the company’s U.S. Securities and Exchange Commission disclosures, including Form 8‑K reports on material events. Liminatus is described in public documents as a clinical-stage and preclinical-stage biopharmaceutical and immuno-oncology company focused on targeted cancer therapies, with its common stock and warrants listed on The Nasdaq Stock Market LLC under the symbols "LIMN" and "LIMNW," respectively.
Recent 8‑K filings detail important listing and compliance matters. An August 22, 2025 Form 8‑K reports that Nasdaq notified Liminatus of non-compliance with Listing Rule 5250(c)(1) due to a delayed Quarterly Report on Form 10‑Q for the period ended June 30, 2025. The filing notes that this deficiency letter had no immediate effect on the listing of the company’s common stock and outlines the time frame granted to submit a compliance plan. A November 19, 2025 Form 8‑K discloses additional Nasdaq notices regarding non-compliance with Listing Rules 5450(b)(2)(A) and 5450(b)(2)(C), tied to market value requirements for listed securities and publicly held shares, while stating that LIMN shares continued to trade on Nasdaq and describing the compliance periods and potential options.
Through this page, users can review how Liminatus reports material developments related to its Nasdaq listing status, capital structure, and governance. Alongside 8‑K reports, investors may consult Liminatus’s periodic filings such as Forms 10‑K and 10‑Q, when available, for information on its oncology research programs, risk factors, and financial condition. AI-powered summaries on Stock Titan help explain the key points in lengthy filings, highlight listing compliance disclosures, and make it easier to identify items such as potential financing arrangements, emerging growth company status, and other regulatory details relevant to LIMN.
Liminatus Pharma, Inc. reports full-year 2025 results as a pre-clinical cancer biotech focused on a next-generation CD47 immune checkpoint inhibitor for solid tumors such as non-small cell lung cancer. The company recorded a 2025 net loss of $10.2 million and had only $337,655 in cash at year-end, leading management to raise substantial doubt about its ability to continue as a going concern.
Liminatus had an accumulated deficit of $38.9 million and no revenue, reflecting its single-asset, late-preclinical status. In November 2025 and January 2026 it received multiple Nasdaq deficiency notices related to market value and minimum bid price requirements, creating listing risk. To bolster liquidity, in February 2026 it completed a best-efforts offering of common stock, pre-funded warrants, and common warrants at $0.29 per share, raising approximately $3.46 million net.
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. 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. files a prospectus to offer 13,813,000 shares of Common Stock (or Pre-Funded Warrants in lieu thereof) and accompanying Warrants to purchase 20,719,500 shares of Common Stock at a combined public offering price of $0.29 per share and accompanying Warrant (or $0.2899 per Pre-Funded Warrant and accompanying Warrant).
The offering pairs one share (or one Pre-Funded Warrant) with one Warrant exercisable for 1.5 shares, with Warrant exercisability tied to either the stated Warrant Stockholder Approval or the Pricing Conditions. Pre-Funded Warrants are being issued to purchasers who would otherwise exceed a 4.99% (or electively 9.99%) beneficial ownership limit. The prospectus states estimated net proceeds of approximately $3.46M and anticipates closing and delivery around February 18, 2026, with the offering terminating no later than February 24, 2026.
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.
Liminatus Pharma, Inc. reported that it received deficiency notices from Nasdaq stating it no longer meets several continued listing standards. The company’s Market Value of Listed Securities has stayed below $50,000,000 for 30 consecutive business days, and its Market Value of Publicly Held Shares has remained below $15,000,000 over the same period. Nasdaq also noted the company does not satisfy the rule requiring total assets and total revenue of at least $50 million each for the most recently completed fiscal year or two of the last three fiscal years.
The stock continues to trade on the Nasdaq Global Market under the symbol LIMN, but Liminatus has 180 calendar days, until May 18, 2026, to regain compliance with both market value rules by maintaining the required thresholds for at least ten consecutive business days. If it fails to do so, its securities may be subject to delisting, though the company could appeal or seek a transfer to the Nasdaq Capital Market. Liminatus states it is working diligently to regain compliance but cautions there is no assurance it will succeed within the allowed period.
Liminatus Pharma (LIMN) filed its Q3 2025 10‑Q, reflecting a pre‑clinical oncology company still in transition after its April 2025 business combination. Cash was $724,502 at September 30, 2025, with a net loss of $1,823,351 for the quarter and $2,037,590 for the nine months. Operating expenses were driven by general and administrative costs; research and development expense was not recorded in the periods presented.
The company reports substantial doubt about its ability to continue as a going concern and plans to seek additional equity or debt financing. Short‑term related‑party debt was $1,442,500 at quarter‑end, down from $19,973,000 at December 31, 2024, following conversions tied to the business combination and PIPE.
In Q2, Liminatus recognized a $2,142,297 gain from a settlement with its former R&D partner, and issued 700,000 shares to underwriters to settle deferred fees. A warrant liability of $123,579 was recorded. As of November 13, 2025, 27,064,633 shares were outstanding.