S-1: Liminatus Pharma Launches Offering Amid Financial Strain

Sentiment:

Registration Statement 11 February 2026 6:08 AM

📋All filings for Iris Parent Holding CORP

Liminatus Pharma, a pre-clinical stage biopharmaceutical company, is offering up to 6.9 million shares and 10.3 million warrants to fund its CD47 immune checkpoint inhibitor development, despite significant losses and Nasdaq compliance issues.

Delay expectedThe company received a Nasdaq notice on August 22, 2025, for delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025, which was subsequently remediated on October 6, 2025.The remaining $500,000 underwriting fee became due on October 27, 2025, six months from the closing date of the Business Combination, and remains unpaid as of the filing date.Several related party debt agreements are past due, with repayment deferred by mutual agreement until the completion of the Business Combination (which has occurred) or a mutually agreed time, indicating delays in meeting debt obligations.

Capital raiseThe company is offering up to 6,896,551 shares of common stock and up to 6,896,551 accompanying warrants to purchase 1.5 shares of common stock each.Pre-funded warrants are also being offered to certain purchasers.Placement Agent Warrants to purchase 5.0% of the aggregate number of shares and pre-funded warrants sold will be issued to Maxim Group LLC.The estimated net proceeds from this offering are approximately $9.0 million.Management explicitly states plans to 'raise additional cash through equity and debt financings or other arrangements to fund operations' due to substantial doubt about its ability to continue as a going concern.

Worse than expectedThe company reported a net loss of $(2,037,590) for the nine months ended September 30, 2025, and an accumulated deficit of $(30,702,806).Cash and cash equivalents were only $724,502 as of September 30, 2025, which management states is insufficient to fund operations for one year, raising substantial doubt about its ability to continue as a going concern.Net cash used in operating activities significantly increased to $(9,576,471) for the nine months ended September 30, 2025, compared to $(1,310,406) in the prior year.The company received multiple Nasdaq non-compliance notices for minimum Market Value of Listed Securities, Market Value of Publicly Held Shares, and minimum bid price, indicating significant stock performance issues.A legal default judgment of $7.5 million plus interest was entered against the company, later settled by issuing 4,000,000 shares of common stock, indicating significant financial and legal distress.Research and development expenses decreased to $0 for the nine months ended September 30, 2025, due to the termination of key license agreements (CAR-T and Vaccine Licenses), which could indicate a narrowing of the pipeline or a setback in previous development efforts.

Summary

Liminatus Pharma, Inc. is a pre-clinical stage biopharmaceutical company developing a humanized anti-CD47 monoclonal antibody (IBA101) for advanced solid cancers, including non-small cell lung cancer (NSCLC).
The company is offering up to 6,896,551 shares of common stock and up to 6,896,551 accompanying warrants to purchase 1.5 shares of common stock each (totaling 10,344,827 shares).
The assumed combined offering price is $1.45 per share of Common Stock and accompanying Warrant.
Pre-funded warrants are also offered for purchasers who would exceed 4.99% (or 9.99%) beneficial ownership, with an exercise price of $0.0001 per share.
Placement Agent Warrants to purchase 5.0% of the aggregate number of shares and pre-funded warrants sold will be issued to Maxim Group LLC.
Net proceeds from the offering are estimated at approximately $9.0 million, assuming no exercise of warrants and no sale of pre-funded warrants.
Proceeds will be used for clinical trials, research and development, sales and marketing, working capital, and general corporate purposes.
The company reported a net loss of $2.0 million for the nine months ended September 30, 2025, and an accumulated deficit of $30.7 million.
Management has concluded there is substantial doubt about the company's ability to continue as a going concern for one year after the financial statements were issued.
A material weakness in internal control over financial reporting was identified as of December 31, 2024, and remains unremediated as of September 30, 2025.
The company received multiple Nasdaq non-compliance notices for minimum Market Value of Listed Securities (MVLS), Market Value of Publicly Held Shares (MVPHS), and minimum bid price ($1 per share).
A legal default judgment of $7.5 million plus approximately $515,000 in interest against the company was settled on February 6, 2026, by issuing 4,000,000 shares of Common Stock in exchange for 805,377 warrants held by Clear Street LLC.
The company's Common Stock (LIMN) and Public Warrants (LIMNW) are listed on Nasdaq, but the new Warrants and Pre-Funded Warrants will not be listed.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing with significant caution due to the company's precarious financial position, including substantial losses, a going concern warning, and multiple Nasdaq non-compliance issues, despite the promising preclinical data for its lead asset and the current capital raise attempt.

Positives

Development of a next-generation CD47 immune checkpoint inhibitor (IBA101) designed to avoid red blood cell binding and prevent anemia, a key safety concern with first-generation inhibitors.
Preclinical studies show IBA101 preferentially binds to immune cells, not red blood cells or platelets, and does not induce hemolysis.
IBA101 demonstrated complete tumor suppression in animal models when combined with anti-PD1 antibody and synergistic effects with other immune checkpoint inhibitors (LAG-3, TIGIT, TIM-3, ICOS blockades).
Monkey toxicity studies (4-week) showed no significant IBA101-related effects at 100 mg/kg/dose, indicating good tolerability.
New potential therapeutic applications for IBA101 beyond cancer, including reducing chronic inflammation and inducing weight loss, due to enhanced macrophage activity.
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, suggesting significant market potential for synergistic CD47 inhibitors.
The company has a leadership team with extensive global biopharma industry experience.
Successful closing of the Business Combination on April 30, 2025, and PIPE Financing raising $15 million.
Resolution of the Clear Street LLC legal proceeding through a settlement agreement.

Negatives

The company is a pre-clinical stage entity with a limited operating history and no products approved for commercial sale.
Reported significant net losses: $2.0 million for nine months ended September 30, 2025; $3.5 million for year ended December 31, 2024; $5.0 million for year ended December 31, 2023.
Accumulated deficit of $30.7 million as of September 30, 2025.
Management has expressed substantial doubt about the company's ability to continue as a going concern.
A material weakness in internal control over financial reporting identified as of December 31, 2024, remains unremediated as of September 30, 2025.
The company relies on substantial additional funding, which may not be available on acceptable terms and could dilute stockholders.
High rate of attrition in drug development; preclinical and early clinical results may not predict later success.
Potential for serious adverse events, toxicities, or other side effects in clinical trials.
Difficulties in patient enrollment for clinical trials.
Dependence on third-party manufacturers and CROs introduces risks of delays, quality issues, and non-compliance.
Received multiple Nasdaq non-compliance notices (MVLS, MVPHS, minimum bid price), risking delisting.
No established trading market for the new Warrants and Pre-Funded Warrants, limiting liquidity.
The exercise price of Public Warrants ($11.50) is significantly higher than the current market price ($1.45), making cash exercise unlikely.
New investors in this offering will experience immediate dilution of $1.451 per share.
Outstanding debt agreements with related parties are past due, though repayment is deferred by mutual agreement.
An ongoing legal proceeding (Sidhu Matter) for breach of contract and unpaid fees ($25,000 advisory fee, $1,400,000 despac success fee).
The company has only one full-time employee (CEO Chris Kim) and relies heavily on advisors and third-party contractors.
Management team has limited historical experience with the company's clients, business, and industry.
Lock-up agreements for officers, directors, and significant stockholders for six months post-offering.
Right of first refusal granted to Maxim Group LLC for future offerings for 12 months.

Risks

Liminatus is a pre-clinical stage biotechnology company with a history of losses and expects to continue to incur significant losses for the foreseeable future, potentially never achieving or maintaining profitability.
Liminatus has not taken a product through to commercialization and has not generated any revenue from its assets.
Liminatus's recurring losses from operations and financial condition could raise substantial doubt about its ability to continue as a going concern.
Clinical development is a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.
Liminatus will need substantial additional funds to advance development of its CD47 immune checkpoint inhibitor, and cannot guarantee sufficient future funds, potentially forcing delays or elimination of development programs.
Liminatus's business relies on certain intellectual property rights that can be terminated in certain circumstances.
Liminatus's business, operations, and clinical development plans and timelines could be adversely affected by health crises, including business interruptions, staffing shortages, and supply chain issues.
Liminatus has never successfully completed the regulatory approval process for any product candidates and may be unable to do so.
Liminatus is substantially dependent on the success of its assets, and anticipated clinical trials may not be successful.
The Liminatus assets may have a safety profile that could prevent regulatory approval, marketing approval, or market acceptance, or limit their commercial potential.
Even if Liminatus commercializes a product candidate, it may be subject to unfavorable pricing regulations or third-party coverage and reimbursement policies.
Liminatus faces substantial competition, which may result in others discovering, developing, licensing, or commercializing products before or more successfully.
Public health crises such as pandemics or similar outbreaks could continue to seriously and adversely affect preclinical studies and anticipated clinical trials.
Liminatus's business, operations, financial position, and clinical development plans could be materially adversely affected by continuing military action in Ukraine.
Liminatus is dependent on its key personnel and anticipates hiring new key personnel; failure to attract and retain qualified personnel may hinder business strategy.
Liminatus relies on third parties (consultants, CROs) to conduct clinical trials; any failure by a third party may delay or impair regulatory approval.
Liminatus will need to grow its organization and may experience difficulties in managing this growth.
Liminatus may form collaborations or strategic alliances but may not realize their benefits.
Liminatus has identified a material weakness in its internal control over financial reporting, which remains unremediated.
Liminatus may not have sufficient patent or proprietary rights to maintain exclusivity or prevent competitive products.
Liminatus enjoys only limited geographical protection for certain licenses and may not protect its intellectual property rights throughout the world.
Failure to obtain patent term extension or data exclusivity could materially harm the business.
Other companies may challenge Liminatus's intellectual property rights or assert their own, leading to substantial costs and liability.
Liminatus licenses all or essentially all of its intellectual property rights; loss of these licenses could materially harm the business.
Regulatory approval processes are complex, time-consuming, and unpredictable; delays or inability to obtain approval would substantially harm the business.
Approved products will be subject to extensive ongoing regulatory obligations and review, leading to significant expense and potential penalties for non-compliance.
Business operations and arrangements with healthcare professionals are subject to healthcare regulatory laws, potentially exposing the company to penalties.
Healthcare legislative reform and pricing reforms may adversely impact the business.
Failure to comply with privacy and data protection laws could lead to enforcement actions, litigation, and adverse publicity.
There may not be enough liquidity in the company's securities to enable stockholders to sell.
The market price of equity securities may be volatile, leading to significant investment loss.
Substantial costs are incurred as a public company, potentially straining resources and distracting management.
No cash dividends are intended in the foreseeable future.
If shares become subject to penny stock rules, trading would become more difficult.
Reduced reporting requirements as a smaller reporting company and emerging growth company could make common stock less attractive.
Anti-takeover provisions in the certificate of incorporation and bylaws could impair takeover attempts.
Exclusive jurisdiction provisions in the charter and bylaws could limit stockholders' ability to obtain a favorable judicial forum.
No intention to list new Warrants or Pre-Funded Warrants on any exchange, limiting liquidity.
Holders of Warrants or Pre-Funded Warrants have no rights as common stockholders until exercise.
Warrants and Pre-Funded Warrants are speculative and may not have any value.
Board's ability to create new series of preferred stock without stockholder approval could adversely affect common stockholders' rights.
Volatility in share price could subject the company to securities litigation.

Future Outlook

The company expects to continue incurring significant losses for the foreseeable future and will require substantial additional funding to advance its CD47 immune checkpoint inhibitor development. It aims to initiate Phase 1 clinical trials for IBA101 in advanced solid cancers in 2025 and combination therapy trials in Stage III NSCLC in 2027. The company plans to use offering proceeds for clinical trials, research and development, sales and marketing, and general corporate purposes. The company is also evaluating additional assets for in-licensing or partnership to broaden its portfolio.

Management Comments

Our vision is to develop a broad array of transformative therapies for cancer patients as a leading global biopharmaceutical company.
We intend to do this through establishing a leadership position in immune-oncology and by strengthening the differentiation of the next generation anti-CD47 monoclonal antibody from IND enabling studies through to clinical development and broadening the portfolio through in-licensing highly promising and differentiated therapeutic assets.
We believe that our leadership teams extensive global experience within the biopharma industry, which spans all stages of development, commercialization and financing of pharmaceutical products, is a key competitive advantage for Liminatus in maximizing the full potential value of its pipeline.
Management's plans relating to the above include raising additional cash through equity and debt financings or other arrangements to fund operations.
The Company and its related parties have mutually agreed to defer repayment of the past due loans until the completion of the Business Combination.

Industry Context

StockSavvy.ai notes that Liminatus Pharma is entering the highly competitive immuno-oncology space, specifically targeting CD47, a field that has seen both significant investment (e.g., Gilead's acquisition of Forty Seven Inc. for $4.9 billion) and setbacks (e.g., Magrolimab's clinical trial terminations due to efficacy and safety concerns like anemia). The company's focus on a 'next-generation' CD47 antibody designed to avoid red blood cell binding positions it to address a key safety issue that hampered earlier candidates. The strategy to pursue combination therapies aligns with the broader industry trend, leveraging the substantial and growing market for PD-1/PD-L1 blockades, projected to reach $123.3 billion by 2033. The discovery of IBA101's potential in chronic inflammation and weight loss also suggests a diversification strategy beyond oncology, mirroring the broader exploration of immune-modulating therapies for age-related diseases, as exemplified by Dr. Irving Weissman's shift to Bitterroot for cardiovascular diseases.

Comparison to Industry Standards

Liminatus's CD47 therapeutic candidate (IBA101) is a 'next generation' anti-CD47 monoclonal antibody, specifically designed to avoid red blood cell binding and prevent anemia, a common side effect seen with first-generation CD47 inhibitors like Magrolimab.
Magrolimab, developed by Forty Seven (acquired by Gilead Sciences), faced substantial setbacks, including termination of Phase 3 trials (ENHANCE-3 for AML, ENHANCE for High-Risk MDS, ENHANCE-2 for TP53-Mutated AML) and partial clinical holds on solid tumor studies (ELEVATE Program) due to efficacy concerns and safety risks like anemia.
IBA101's preclinical in vivo studies show synergistic effects when combined with marketed PD-1/PD-L1 blockades (e.g., Durvalumab or Pembrolizumab) and T cell boosters (LAG-3, TIGIT, TIM-3, ICOS blockades), indicating a potential to enhance existing immuno-oncology treatments.
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, suggesting a significant market opportunity for effective combination therapies.
Dr. Irving Weissman, a pioneer in CD47 research, founded Forty Seven Inc. and later Bitterroot in 2023 to explore CD47 blockers for cardiovascular diseases, aligning with Liminatus's new findings on IBA101's potential in reducing chronic inflammation and inducing weight loss.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer	NA	Scott Dam	2025-04-30	Appointment following Business Combination
Chief Science Officer	NA	Byong Chul Yoo, PhD	2025-04-30	Appointment following Business Combination
Head of Research and Development	NA	Sang-jin Daniel Lee, PhD	2025-04-30	Appointment following Business Combination
Chief Technology Officer	NA	Beom K. Choi	2025-04-30	Appointment following Business Combination
Independent Director	NA	Eun Sook Lee, MD, PhD	2025-04-30	Appointment following Business Combination
Independent Director	NA	Nicholas Fernandez	2025-04-30	Appointment following Business Combination
Independent Director	NA	Ji Yeon Baek, MD, PhD	2025-04-30	Appointment following Business Combination
Independent Director	NA	Philip Lemons	2025-07-10	Appointment
Independent Director	NA	Richard Baek	2025-07-10	Appointment

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Structure	The Board of Directors consists of six members and is divided into three classes with staggered three-year terms.	2025-04-30	May delay or prevent a change of management or control.
Committee Establishment	The Board has established an audit committee, a compensation committee, and a nominating and corporate governance committee.	2025-04-30	Enhances oversight, strategic guidance, and compliance with public company requirements.
Audit Committee Financial Expert	Nicholas Fernandez is qualified as an audit committee financial expert and chairs the audit and nominating/corporate governance committees.	2025-04-30	Ensures specialized financial expertise in audit oversight.
Code of Ethics	The company has adopted a code of ethics that applies to all executive officers, directors, and employees.	2025-05-06	Promotes ethical conduct and compliance with regulatory standards.
Director Liability Limitation & Indemnification	The company's Certificate of Incorporation limits director liability to the fullest extent permitted by DGCL and provides for indemnification of directors and officers.	2025-04-30	Aids in attracting and retaining qualified directors and officers by reducing personal liability risk.
Exclusive Jurisdiction Provisions	The Certificate of Incorporation and Bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain stockholder litigation matters, and federal district courts for Securities Act claims.	2025-04-30	May limit stockholders' ability to choose a favorable judicial forum and could increase costs for investors to bring claims.
Anti-Takeover Provisions	The company's Certificate of Incorporation expressly states it will not be subject to Section 203 of the DGCL (anti-takeover provision).	2025-04-30	Potentially makes the company more susceptible to hostile takeovers compared to companies subject to DGCL 203.
Preferred Stock Authorization	The Board has the authority to issue up to 1,000,000 shares of preferred stock and fix their rights and preferences without further stockholder approval.	2025-04-30	Could adversely affect the rights of common stockholders by granting preferential rights to preferred stock.

Legal Proceedings

**Sidhu Matter**: On August 4, 2025, Dr. Someit Sidhu filed a complaint against the Company for breach of contract, alleging failure to pay an advisory fee of $25,000 and a $1,400,000 despac success fee. The company filed a motion to dismiss on December 10, 2025.
**Clear Street LLC Settlement**: On February 6, 2026, the company entered into a settlement and release agreement with Clear Street LLC, resolving an action where a default judgment of $7,500,000 plus approximately $515,000 in interest was entered against the company on September 11, 2025. The settlement involved issuing 4,000,000 shares of Common Stock in exchange for the surrender and cancellation of 805,377 warrants held by Clear Street LLC.

Related Party Transactions

**Feelux Bonds**: $10,000,000 bonds issued to Feelux Co., Ltd. (parent of Car-Tcellkor, a shareholder) on September 15, 2018, bearing 1% interest, due October 30, 2021. Converted into 4,000,000 shares of common stock on April 30, 2025, along with $10,681,146 outstanding principal and accrued interest.
**Car-Tcellkor Loan**: $800,000 borrowed from Car-Tcellkor (shareholder, wholly-owned subsidiary of Feelux) on May 18, 2019, non-interest bearing, due March 18, 2020, extended to May 18, 2023. Forgiven on April 30, 2025.
**Valetudo Loans**: Multiple loans from Valetudo Therapeutics LLC (related party due to common executives) totaling $2,800,000 as of December 31, 2024, with various interest rates (0% to 6%) and maturity dates (Dec 2023 to Feb 2024). $700,000 paid on May 1, 2025. $400,000 (August 2023 Loans) and $750,000 (January 2024 Loans) converted to common stock on April 30, 2025. $200,000 (November 2023 Loan) converted to common stock on April 30, 2025.
**Ewon Loans**: Multiple loans from Ewon Comfortech Co., Ltd. (member and related party) totaling $3,200,000 as of December 31, 2024, bearing 2% interest (some non-interest bearing), due Dec 2023 to Sep 2024. $2,000,000 (Ewon Loan), $200,000 (September 2023 Loan), and $1,000,000 (December 2023 Loan) converted to common stock on April 30, 2025.
**Prophase Loans**: Multiple loans from Prophase Sciences LLC (related party) totaling $1,623,000 as of December 31, 2024, bearing 6% interest, due June 2024 to Oct 2024. Additional loans in Feb, March, April 2025 totaling $4,040,000. Various amounts converted to common stock on April 30, 2025.
**Hana Loans**: $850,000 from Hana Immunotherapeutics, LLC (related party) on August 1, 2024, bearing 6% interest, due Sep 30, 2024 and Oct 26, 2024. $800,000 converted to common stock on April 30, 2025.
**Amantes Loans**: $700,000 from Amantes LLC (related party) in Nov 2024, bearing 6% interest, due Jan 1, 2025. Additional $300,000 in Jan 2025. $550,000 (November 2024 Loans) and $250,000 (January 2025 Loans) converted to common stock on April 30, 2025.
**Due to CEO**: $180,253 as of September 30, 2025, and $187,753 as of December 31, 2024, due to Chris Kim for compensation under his employment agreement.
**Due from Viral Gene**: $126,275 as of September 30, 2025, and December 31, 2024, for a loan to Viral Gene and expenses paid on behalf of Viral Gene (CEO Chris Kim is also CEO of Viral Gene).
**Iris Unsecured Promissory Note**: Liminatus loaned Iris up to $5,000,000 (as amended) with 5% interest. Settled on April 30, 2025, with $4,443,500 in related party debts converted into shares as part of the PIPE Financing.

Stakeholder Impact

**Shareholders**: New investors face significant dilution from the current offering. Existing shareholders face potential dilution from future equity raises and warrant exercises. The stock price is volatile and subject to delisting risk, which could negatively impact shareholder value.
**Employees**: The company has a very small team (one full-time employee, the CEO) and relies heavily on contractors. Future growth plans include hiring additional personnel, which could create new employment opportunities.
**Creditors**: Repayment of several related party debts has been deferred, and a $500,000 underwriting fee remains unpaid, indicating potential challenges in meeting financial obligations to creditors.
**Customers/Patients**: The development of the CD47 immune checkpoint inhibitor (IBA101) aims to provide transformative therapies for cancer patients, potentially offering new treatment options for advanced solid cancers, including NSCLC, and possibly age-related diseases.

Next Steps

Initiate Phase 1 clinical trial for IBA101 in advanced solid cancers in South Korea in 2025.
Initiate global Phase 1 clinical trial for IBA101 in combination with Durvalumab or Pembrolizumab for Stage III NSCLC in 2027.
Conduct additional preclinical animal studies utilizing mouse lung cancer cell lines (LL/2) if requested by the FDA.
Prioritize a pre-IND meeting with the FDA.
Prepare and file an IND package required for the submission of a Phase 1 clinical trial approval application.
Continue to evaluate additional assets for in-licensing or partnership to broaden the portfolio.
Work diligently to regain compliance with Nasdaq listing rules (MVLS, MVPHS, minimum bid price) by May 18, 2026, and July 14, 2026, respectively.
Potentially implement a reverse stock split to regain Nasdaq compliance.
Pay the remaining $500,000 underwriting fee that became due on October 27, 2025.
Resolve the Sidhu Matter legal proceeding.
Continue to develop and maintain an effective system of internal control over financial reporting to remediate identified material weaknesses.

Key Dates

Date	Description
2018-04-12	Liminatus Pharma, LLC commenced operations.
2018-04-15	Employment agreement with Chris Kim as CEO.
2018-05-18	Car-Tcellkor Loan of $800,000.
2018-09-15	Feelux Bonds of $10,000,000 issued to Feelux Co., Ltd.
2019-05-18	Car-Tcellkor Loan of $800,000 from its parent, Car-Tcellkor.
2020-04-10	Company assigned Vaccine License with TDT.
2022-11-30	Business Combination Agreement entered into with Iris Acquisition Corp.
2022-12-01	Valetudo Loan of $700,000 from Valetudo Therapeutics LLC.
2022-12-12	Ewon Loan of $5,000,000 from Ewon Comfortech Co., Ltd.
2023-03-31	Effective date of exclusive license for CD47 immune checkpoint inhibitor from InnoBation Bio Co. Ltd.
2023-06-01	Valetudo June 2023 Loans of $500,000.
2023-07-01	Valetudo July 2023 Loan of $250,000.
2023-08-01	Valetudo August 2023 Loans totaling $400,000.
2023-09-01	Ewon September 2023 Loan of $200,000.
2023-10-04	Iris issued unsecured promissory note to Liminatus for up to $1,500,000.
2023-11-01	Valetudo November 2023 Loan of $200,000.
2023-12-19	Ewon December 2023 Loan of $1,000,000.
2024-01-01	Valetudo January 2024 Loans totaling $800,000.
2024-02-26	Prophase February 2024 Loan of $200,000.
2024-03-06	Prophase March 2024 Loan of $250,000.
2024-04-01	Prophase April 2024 Loan of $250,000.
2024-05-01	Prophase May 2024 Loans totaling $790,000.
2024-07-01	Prophase July 2024 Loans totaling $83,000.
2024-08-01	Hana Loans of $850,000 from Hana Immunotherapeutics, LLC.
2024-08-11	TDT terminated CAR-T License and Vaccine License.
2024-08-01	Prophase August 2024 Loans totaling $50,000.
2024-11-01	Amantes Loan of $400,000 from Amantes LLC.
2024-11-27	Additional Amantes Loan of $300,000 from Amantes LLC.
2025-01-02	Amantes January 2025 Loans of $300,000.
2025-02-12	Prophase February 2025 Loan of $206,000.
2025-03-04	Iris stockholders approved Business Combination.
2025-03-07	Prophase March 2025 Loan of $207,000.
2025-04-03	Prophase April 2025 Loans totaling $3,627,000.
2025-04-30	Consummation of Business Combination; Company changed name to Liminatus Pharma, Inc.; PIPE Financing closed; Iris Class A Shares converted to Common Stock; Public Warrants converted; Private Warrants converted; $14,797,901 related party debt converted to common stock; $10,694,604 Iris liabilities assumed; $7,000,000 deferred underwriting fees settled with 700,000 shares.
2025-05-01	Common Stock (LIMN) and Public Warrants (LIMNW) began trading on Nasdaq.
2025-05-01	Chris Kim's monthly compensation increased to $15,000.
2025-06-16	Settlement agreement with TDT, reversing $2,142,297 due to TDT.
2025-07-01	Company issued 700,000 shares to underwriters for deferred underwriting fees.
2025-07-10	Philip Lemons and Richard Baek appointed as directors.
2025-07-16	Settlement and release agreement with Alta Partners, LLC, issuing 350,000 shares for 1,000,000 Public Warrants.
2025-07-17	Sublease for office space in Cerritos, CA.
2025-08-04	Dr. Someit Sidhu filed a complaint against the Company.
2025-08-22	Received Nasdaq notice for non-compliance with Listing Rule 5250(c)(1) (late Form 10-Q).
2025-09-01	Commencement of office space sublease.
2025-09-11	Default judgment against the Company for $7,500,000 plus approximately $515,000 in interest in a legal action (later settled with Clear Street LLC).
2025-10-06	Company filed Form 10-Q, closing Nasdaq non-compliance matter.
2025-10-27	Remaining $500,000 underwriting fee became due and remains unpaid.
2025-11-19	Received Nasdaq notices for non-compliance with MVLS, MVPHS rules.
2025-12-10	Company filed motion to dismiss Dr. Sidhu's complaint.
2026-01-15	Deadline for Dr. Sidhu to oppose motion to dismiss.
2026-01-15	Received Nasdaq notice for non-compliance with minimum bid price rule.
2026-01-20	Company's reply to Dr. Sidhu's opposition papers due.
2026-02-06	Settlement and release agreement with Clear Street LLC.
2026-02-09	Closing price of Common Stock was $1.45.
2026-02-10	Date of this S-1 filing.
2026-02-24	Offering termination date (unless terminated earlier).
2026-05-18	Deadline to regain Nasdaq compliance for MVLS and MVPHS.
2026-06-30	Office space sublease expiration.
2026-07-14	Deadline to regain Nasdaq compliance for minimum bid price.
2026-12-15	Effective date for ASU 2023-09 (Income Taxes) for public entities.
2026-12-31	Earliest date company ceases to be an emerging growth company.
2027-12-15	Interim reporting periods effective date for ASU 2024-03 (Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures).
2040-01-01	Normal expiry for CD47 antibody patents, if granted.
2041-01-01	Normal expiry for CD47 antibody patents, if granted.

Recommendation

strong sell

StockSavvy.ai recommends a 'strong sell' for Liminatus Pharma. The company is a pre-clinical stage entity with a history of substantial losses and an accumulated deficit of over $30 million. Management explicitly states 'substantial doubt about its ability to continue as a going concern' and that current cash is insufficient for the next 12 months. The company faces multiple Nasdaq non-compliance issues, including minimum bid price, which could lead to delisting. While the lead asset (CD47 inhibitor) shows promising preclinical data, the path to commercialization is long, expensive, and highly uncertain, with a high risk of failure. The current offering, while providing some capital, is unlikely to resolve the fundamental financial instability. The significant dilution for new investors, the speculative nature of the warrants, and the reliance on future capital raises in a challenging market environment make this a high-risk investment with a strong likelihood of further value erosion.

Keywords

Biopharmaceutical, Oncology, CD47, Immune Checkpoint Inhibitor, Cancer Therapy, Pre-clinical, Warrants, S-1, Nasdaq, Liminatus Pharma, IBA101, Solid Cancers, NSCLC, Drug Development

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