Liminatus Pharma, Inc. (LIMN): M&A transaction — Liminatus Pharma completes de-SPAC merger, receives $15M PIPE, begins Nasdaq trading

Liminatus Pharma, Inc.

Closed de-SPAC merger with Iris Acquisition Corp; issued 17.5M shares at $10/share ($175M equity value) to Liminatus securityholders.
Concurrent $15M PIPE investment (1.5M shares at $10) from accredited investor.
Sponsor forfeited 4.18M private placement warrants; 59,844 public shares redeemed for ~$702k.
Liminatus Pharma, a pre-clinical CD47 checkpoint inhibitor developer, reported FY2024 net loss of $3.5M, accumulated deficit $28.7M.
Common stock (LIMN) and warrants (LIMNW) began trading on Nasdaq May 1, 2025.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Liminatus Pharma, Inc.: Iris ceased being a shell company as a result of the business combination.

Change: shell status

Exact text from the filing

As a result of the Business Combination, Iris ceased being a shell company.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Liminatus Pharma, Inc.: Approved and adopted a new Code of Ethics applicable to all employees, officers and directors in connection with the business combination (effective 2025-04-30).

Change: code of ethics
Effective: 2025-04-30

Exact text from the filing

In connection with the Business Combination, on April 30, 2025, the Board approved and adopted a new Code of Ethics applicable to all employees, officers and directors of the Company

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Liminatus Pharma, Inc.: Amended and restated certificate of incorporation to change corporate name to Liminatus Pharma, Inc., adjust authorized capital stock, and replace constitutional documents in connection with business combination (effective 2025-04-30).

Change: charter amendment
Effective: 2025-04-30

Exact text from the filing

On April 30, 2025, in connection with the Business Combination, the Company filed the Charter with the Secretary of State of the State of Delaware, including the changing of the Company’s name to “Liminatus Pharma, Inc.,” and adopted the Bylaws

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Liminatus Pharma, Inc. underwent a change of control involving Iris Acquisition Corp for 17.5 million shares of ParentCo Common Stock (based on a deemed price of $10.00 per share) (closed 2025-04-30).

Action: change of control
Counterparty: Iris Acquisition Corp
Consideration: 17.5 million shares of ParentCo Common Stock (based on a deemed price of $10.00 per share)
Closing: 2025-04-30

Exact text from the filing

on Form 8-K filed by Iris with the SEC on December 1, 2022. Completion of the Mergers As previously reported on the Current Report on Form 8-K filed by Iris with the SEC on March 10, 2025, Iris held a special meeting of stockholders on March 4, 2025 (the “Special Meeting”). At the Special Meeting, Iris’ stockholders approved the proposals outlined in the Proxy

View on SEC.gov

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Liminatus Pharma, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-045127

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