Business Context and Reporting Period
Company: Liminatus Pharma, Inc. (LIMN)
Filing Type: Form 8-K (Current Report)
Date of Report: May 17, 2026
Event: Entry into a Material Definitive Agreement (Merger Agreement) with InnocsAI LLC and NamChul Jung.
Key Financial Metrics and Transaction Terms
This filing details a proposed merger rather than standard periodic financial results. Key transaction metrics include:
- Consideration: 1,600,000,000 shares of Liminatus common stock to be issued to InnocsAI members.
- Issue Price: $0.20 per share (Closing Payment Shares).
- Contingent Value Rights (CVRs): Rights to receive 20% of net proceeds from any future strategic sale, out-license, transfer, or exit of the acquired assets.
- Related Party Transaction: Valetudo Therapeutics LLC is a member of InnocsAI. Chris Kim, CEO and director of Liminatus, is the CEO and controlling member of Valetudo Therapeutics LLC.
Note: The filing does not provide current revenue, profit, cash flow, or debt figures for Liminatus Pharma or InnocsAI. Investors should refer to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for historical financial data.
Material Changes and Acquired Assets
The primary material change is the acquisition of an oncology-focused biologic and cellular therapy portfolio from InnocsAI. The assets include:
- IBC101: An autologous CD19xCD22 bivalent CAR-T cell therapy for relapsed/refractory B-cell malignancies. It utilizes an "OR-gate" design to address antigen escape. It has received authorization for a Phase 1/2a clinical study in Korea.
- INC101: A preclinical autologous bicistronic CAR-T candidate for solid tumors (MSLNxCD276 design). It uses an "AND-gate" system to improve tumor selectivity.
- CS1 Antibody Platform: Proprietary anti-CS1 monoclonal antibodies intended to enable a trivalent CAR-T candidate (CD19xCD22xCS1) for plasma-cell malignancies like multiple myeloma.
Outlook, Risks, and Conditions
Conditions to Closing: The merger is subject to customary conditions, including approval by stockholders of both Liminatus and InnocsAI, and the absence of legal injunctions. The Company must file a registration statement and proxy statement for stockholder approval.
Termination Rights: The agreement may be terminated if closing does not occur by December 31, 2026, or in the event of a material breach by either party that remains uncured for 30 days.
Risks and Contingencies:
- Failure to obtain stockholder approval.
- Risks related to the combined company's cash resources and ability to manage growth.
- Potential delisting from Nasdaq if listing requirements are not maintained.
- Forward-looking statements regarding clinical development and commercialization are subject to significant uncertainty.
Investor Verification Checklist
- Verify the final terms of the Merger Agreement and the exact number of shares to be issued upon closing.
- Review the upcoming Proxy Statement/Prospectus for detailed financial data on InnocsAI and the pro forma impact of the merger.
- Confirm the status of the Phase 1/2a clinical trial authorization for IBC101 in Korea.
- Assess the potential dilution impact of issuing 1.6 billion shares at $0.20 per share on existing shareholders.
- Monitor the timeline for stockholder votes and the December 31, 2026, termination deadline.