Business Context and Reporting Period
This Form 8-K is a current report filed by Liminatus Pharma, Inc. (Nasdaq: LIMN) on August 22, 2025. The filing addresses a regulatory compliance issue regarding the company's listing status on The Nasdaq Stock Market LLC. The company is classified as an emerging growth company.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on a listing compliance notice. The filing text does not provide a clear value for any financial metric.
Material Changes
The material change reported is the receipt of a deficiency letter from Nasdaq indicating non-compliance with Listing Rule 5250(c)(1). This non-compliance is due to the delay in filing the Quarterly Report on Form 10-Q for the period ended June 30, 2025. As of the filing date, the company's common stock continues to trade on Nasdaq under the symbol "LIMN" with no immediate effect on listing status.
Outlook, Risks, and Management Commentary
- Compliance Timeline: The company has 60 calendar days (until October 21, 2025) to submit a plan to regain compliance. If accepted, Nasdaq may grant an additional 180-day exception (until February 16, 2026) to file the delinquent report.
- Management Action: Management states the company is in the process of completing the Form 10-Q and intends to file it as soon as practicable. A press release announcing the notice was issued on August 25, 2025.
- Risks: There is no assurance that Nasdaq will accept the compliance plan or that the company will regain compliance within the allotted periods. Failure to comply could result in delisting.
- Appeals: If the compliance plan is not accepted, the company retains the right to appeal the decision to a Nasdaq Hearings Panel.
Investor Verification Checklist
- Verify the filing status of the Form 10-Q for the period ended June 30, 2025.
- Monitor the company's submission of a compliance plan to Nasdaq by October 21, 2025.
- Review the attached press release (Exhibit 99.1) for additional details on the non-compliance notice.
- Check for any subsequent announcements regarding the acceptance or rejection of the compliance plan by Nasdaq.