Business Context and Reporting Period
This Form 8-K was filed by Liminatus Pharma, Inc. (Nasdaq: LIMN) on November 19, 2025. The Company is an emerging growth company incorporated in Delaware. The filing addresses a notice of delisting or failure to satisfy continued listing rules received from The Nasdaq Stock Market LLC.
Key Financial Metrics
The filing does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. However, it notes that the Company failed to meet Nasdaq Listing Rule 5450(b)(3)(A), which requires total assets and total revenue of at least $50 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years.
Material Changes and Listing Deficiencies
On November 19, 2025, the Company received notification of non-compliance with the following Nasdaq listing standards based on a 30-day review period:
- Market Value of Listed Securities (MVLS): Failed to maintain the minimum requirement of $50,000,000 (Rule 5450(b)(2)(A)).
- Market Value of Publicly Held Shares (MVPHS): Failed to maintain the minimum requirement of $15,000,000 (Rule 5450(b)(2)(C)).
- Financial Requirements: Failed to meet the requirement for total assets and total revenue of at least $50 million each (Rule 5450(b)(3)(A)).
The notification has no immediate effect on trading; the common stock continues to trade under the symbol "LIMN."
Outlook, Risks, and Compliance Plan
The Company has been granted a compliance period of 180 calendar days, expiring on May 18, 2026, to regain compliance with the MVLS and MVPHS rules. To resolve the deficiencies, the Company must achieve the following for a minimum of ten consecutive business days:
- MVLS closing at $50,000,000 or more.
- MVPHS closing at $15,000,000 or more.
If the Company fails to regain compliance by the deadline, it will receive a delisting notification. At that time, the Company may appeal to a Nasdaq Hearings Panel or consider transferring its securities to The Nasdaq Capital Market, subject to meeting those listing requirements. Management stated there can be no assurance that compliance will be achieved within the prescribed period.
Investor Verification Checklist
- Verify the current market capitalization and public float to assess the feasibility of meeting the $50 million MVLS and $15 million MVPHS thresholds.
- Review the most recent 10-K or 10-Q filings to confirm the specific total assets and revenue figures that led to the failure of Rule 5450(b)(3)(A).
- Monitor the Company's stock price performance over the next 180 days to track progress toward the 10-day consecutive compliance window.
- Check for any subsequent filings regarding a potential transfer to The Nasdaq Capital Market or an appeal to the Nasdaq Hearings Panel.