DEFM14A: Iris Acquisition Corp Seeks Stockholder Approval for Liminatus Pharma Merger

Iris Acquisition Corp is asking stockholders to approve a business combination with Liminatus Pharma, involving a merger and stock issuance, at a special meeting on March 4, 2025.

Summary

• Iris Acquisition Corp is seeking stockholder approval for a business combination with Liminatus Pharma.
• The deal involves Iris merging with Liminatus Pharma Merger Sub, Inc., and SPAC Merger Sub, Inc. merging with Iris.
• The aggregate consideration for the transaction is 17.5 million shares of ParentCo's common stock, valued at $10.00 per share.
• Stockholders will vote on proposals including the business combination, stock issuance, an incentive plan, and charter amendments.
• The special meeting is scheduled for March 4, 2025.
• After the completion of the Business Combination, Liminatus Members will beneficially own approximately 65.4% of the combined voting power of the ParentCo Common Stock, assuming no redemptions (or 65.8% assuming maximum redemptions), and Liminatuss current principal member, Chris Kim, will be deemed to beneficially own approximately 23.0% of the outstanding voting power of ParentCo Common Stock, assuming no redemptions (or 23.2% assuming maximum redemptions).

Sentiment

Score: 5

Explanation: The document presents a mix of positive and negative information, including the potential of the business combination and the loss of a key license. The sentiment is neutral overall.

Positives

• The Iris Board believes that the Business Combination continues to serve the best interests of stockholders, even in light of the TDT License Termination, due to Liminatuss licensing partnership with InnoBation, a biotechnology company headquartered in the Republic of Korea, specializing in cancer therapies.
• Extensive clinical studies have highlighted CD47 as a compelling target for drug development across a broad range of cancers.
• Liminatuss innovative approach and intellectual property rights make it well-suited to capture a significant share of this growing market.
• Critical preclinical work, including Chemistry, Manufacturing and Controls (CMC) development and toxicity studies, has been completed, alongside independent research revealing potential new applications for the CD47 asset in mitigating age-related diseases, such as cardiovascular disease and obesity.

Negatives

• Liminatus lost a key license agreement with TDT for GCC-related intellectual property.
• The enterprise value of Liminatus was reduced from $250 million to $175 million following the TDT License Termination.
• The deferred underwriting commission to be paid upon closing of the Business Combination is 399.79% of the cash left in the Trust Account post redemptions, assuming no additional redemptions.
• The enterprise value of Liminatus was determined to be $175.0 million.

Risks

• The document mentions potential risks including the ability to complete the business combination, the anticipated benefits of the combination, market price volatility, competition, clinical trial outcomes, regulatory approvals, and the ability to raise future financing.
• The loss of the TDT License is a risk factor.
• The document notes that the Iris Board did not obtain a third-party fairness opinion.
• The document notes that the Public Warrant holders will only be able to exercise their warrants on a cashless basis if ParentCo does not maintain a current and effective prospectus relating to the shares of ParentCo Common Stock issuable upon exercise of the warrants.

Future Outlook

ParentCo will apply to list its common stock and warrants on the Nasdaq Global Market under the market value standard, under the symbols LIMN and LIMNW, respectively.

Management Comments

• Liminatus management concluded, in its business judgment, that notwithstanding the loss of the TDT License and considering the pre-clinical advancement and market potential of its CD47 asset, to proceed with its business plan without the TDT License.

Industry Context

The document mentions the global market for cancer therapies and CD47-targeted therapies, indicating the industry context for Liminatus Pharma's business.

Comparison to Industry Standards

• The document mentions the global market for PD-1/PD-L1 blockades was estimated at $49.5 billion in 2023 and is projected to reach $123.3 billion by 2033.
• The document mentions that CD47 immune checkpoint inhibitors are expected to penetrate the market primarily through combination therapy with already established PD-1/PD-L1 blockades rather than as standalone treatments.
• The document mentions that Dr. Irving Weissman, a pioneer in CD47 research, founded a company called Forty Seven Inc. to develop CD47-targeted therapies for cancer. Though Gilead Sciences acquired the company for $4.9 billion in 2020, some of the clinical trials were stopped due to serious side effects.
• The document mentions that Magrolimabs clinical development has been significantly hampered by challenges such as anemia caused by red blood cell binding, which remains a major safety concern.

Stakeholder Impact

• The Business Combination will impact Iris stockholders by converting their shares into ParentCo Common Stock.
• Public stockholders have the opportunity to redeem their shares for cash.

Next Steps

• Stockholders are urged to vote on the proposals at the Special Meeting on March 4, 2025.
• ParentCo will apply to list its common stock and warrants on the Nasdaq Global Market.

Key Dates

Keywords

Business Combination, Liminatus Pharma, Iris Acquisition Corp, Merger, Proxy Statement, Stockholders, CD47, Warrants, Redemption, PIPE Investment