Business Context and Reporting Period
Company: Liminatus Pharma, Inc. (LIMN)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: Liminatus is a pre-clinical stage, single-asset biopharmaceutical company developing IBA101, a next-generation humanized anti-CD47 monoclonal antibody. The asset targets advanced solid cancers, specifically non-small cell lung cancer (NSCLC), by blocking the "do not eat me" signal on tumor cells. Unlike first-generation CD47 inhibitors, IBA101 is designed to avoid binding to red blood cells, thereby mitigating anemia risks. The company completed a business combination with Iris Acquisition Corp. on April 30, 2025.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(10,206,517) | $(3,546,309) |
| Operating Expenses | $2,967,812 | $3,329,953 |
| Cash and Cash Equivalents (Dec 31, 2025) | $337,655 | $56,319 |
| Accumulated Deficit | $(38,871,733) | $(28,665,216) |
| Short-Term Debt (Related Parties) | $1,442,500 | $19,973,000 |
| Settlement Payable (Contingent Liability) | $7,360,000 | $0 |
Note: The 2025 Net Loss includes a $7.36 million non-cash charge for a legal settlement payable and a $1.74 million loss on the exchange of common stock for warrants.
Material Changes vs. Prior Period
- Business Combination: Consummated on April 30, 2025, resulting in the conversion of significant related-party debt ($14.8 million) into equity and the assumption of Iris Acquisition Corp. liabilities.
- Operating Expenses: General and Administrative (G&A) expenses increased by approximately $2.3 million to $2.97 million, driven by public company compliance, legal, and accounting fees. Research and Development (R&D) expenses dropped to $0 following the termination of the Targeted Diagnostics & Therapeutics (TDT) license agreements in August 2024.
- Debt Reduction: Short-term related-party debt decreased from $19.97 million in 2024 to $1.44 million in 2025, primarily due to debt-to-equity conversions during the business combination.
- Legal Settlement: A $7.36 million settlement payable was recorded in 2025 related to a default judgment settlement with Clear Street LLC, resolved in February 2026 via stock issuance.
Guidance, Outlook, Risks, and Unusual Items
Outlook and Guidance
The company does not provide specific financial guidance. Management plans to fund operations through additional equity and debt financings. A Phase 1 clinical trial for IBA101 is scheduled for 2026, with combination therapy trials planned for 2027.
Recent Capital Raise
On February 18, 2026, the company closed a "best efforts" public offering, raising approximately $3.46 million in net proceeds through the sale of common stock, pre-funded warrants, and warrants.
Material Risks and Contingencies
- Going Concern: The company has concluded there is substantial doubt about its ability to continue as a going concern for one year following the report date due to recurring losses and insufficient cash ($337,655 as of Dec 31, 2025).
- Nasdaq Compliance: The company received notices of non-compliance with Nasdaq listing rules regarding Market Value of Listed Securities (MVLS), Market Value of Publicly Held Shares (MVPHS), and Minimum Bid Price ($1.00). Compliance periods extend through May and July 2026, with potential delisting risks if not resolved.
- Internal Controls: Management identified material weaknesses in internal controls over financial reporting, citing a lack of formalized control environment and inadequate segregation of duties.
- Cybersecurity: The company acknowledges it currently lacks formalized cybersecurity measures or a dedicated team, posing a risk to data integrity and operations.
Investor Verification Checklist
- Liquidity Runway: Verify the sufficiency of the $3.46 million raised in February 2026 to fund operations through the planned 2026 Phase 1 trial, given the substantial doubt on going concern.
- Nasdaq Status: Monitor the company's progress in regaining compliance with Nasdaq listing standards (MVLS, MVPHS, and Bid Price) by the May and July 2026 deadlines to avoid delisting.
- Legal Settlement Impact: Confirm the final issuance of the 4,000,000 shares to Clear Street LLC and the resulting dilution to existing shareholders.
- Internal Control Remediation: Review future filings for updates on the remediation of material weaknesses in internal controls over financial reporting.
- CD47 Clinical Data: Await the results of the IND-enabling studies and the initiation of the Phase 1 clinical trial to validate the safety profile (specifically lack of hemolysis) compared to competitors.