Business Context and Reporting Period
Company: Liminatus Pharma, Inc. (LIMN)
Filing Type: Form 10-Q (Unaudited)
Period Ended: September 30, 2025
Business Overview: A pre-clinical stage biopharmaceutical company developing immune-modulating cancer therapies, specifically the CD47 checkpoint inhibitor IBA101. The Company consummated a business combination with Iris Acquisition Corp. on April 30, 2025, transitioning from OTC Pink to Nasdaq listing.
Key Financial Metrics
| Metric | Q3 2025 (3 Months) | YTD 2025 (9 Months) | YTD 2024 (9 Months) |
|---|---|---|---|
| Revenue | $0 | $0 | $0 |
| Net Loss | $(1,823,351) | $(2,037,590) | $(3,316,557) |
| Operating Expenses | $701,170 | $2,083,601 | $3,162,876 |
| Cash and Equivalents (Sep 30, 2025) | $724,502 | ||
| Total Current Liabilities | $2,864,593 | ||
| Short-Term Debt (Related Parties) | $1,442,500 | ||
| Accumulated Deficit | $(30,702,806) |
Material Changes vs. Prior Period
- Business Combination: On April 30, 2025, the Company completed a merger with Iris Acquisition Corp. This resulted in a significant recapitalization, converting approximately $14.8 million of related party debt and accrued interest into common stock.
- Operating Expenses:
- General & Administrative (G&A): Increased 277% QoQ and 336% YoY due to costs associated with operating as a public company and the business combination.
- Research & Development (R&D): Decreased 100% compared to the prior year periods. This is due to the termination of license agreements with Targeted Diagnostics & Therapeutics, Inc. (TDT) in August 2024 and the subsequent settlement of payables.
- Other Income/Expense:
- Recognized a non-cash gain of $2,142,297 from the forgiveness of unrelated vendor payables (TDT settlement).
- Recognized a loss of $1,740,000 on the exchange of common stock for the surrender of public warrants.
- Debt Reduction: Short-term related party debt decreased from $19,973,000 at December 31, 2024, to $1,442,500 at September 30, 2025, primarily due to debt-to-equity conversions during the merger.
Outlook, Risks, and Management Commentary
- Going Concern: Management has concluded there is substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. The Company has an accumulated deficit of over $30 million and relies on future equity or debt financing to fund operations.
- Liquidity: As of September 30, 2025, cash on hand was $724,502. The Company has no revenue and expects to incur significant operating losses in the foreseeable future.
- Unpaid Obligations: A deferred underwriting fee of $500,000 became due on October 27, 2025, and remains unpaid as of the filing date.
- Internal Controls: The Company identified material weaknesses in internal controls over financial reporting, citing a lack of a formalized control environment and inadequate segregation of duties due to staff size.
- Regulatory Status: The Company previously received a Nasdaq deficiency letter regarding a delayed 10-Q filing for the period ended June 30, 2025. This was resolved upon the filing of the Q2 report on October 6, 2025.
Investor Verification Checklist
- Cash Runway: Verify the sufficiency of the $724,502 cash balance against current burn rates and the timeline for securing additional capital.
- Debt Covenants: Confirm the status of the $1,442,500 in related party debt and the $500,000 unpaid underwriting fee to assess immediate liquidity risks.
- R&D Pipeline: Investigate the status of the IBA101 candidate following the termination of the TDT license agreements and the shift in development strategy.
- Internal Controls: Review the remediation plan for the identified material weaknesses in financial reporting controls.
- Dilution Risk: Assess the impact of potential future equity issuances required to fund operations, given the existing warrant overhang (6.7 million warrants outstanding).