LIMN

Business Context and Reporting Period

Company: Liminatus Pharma, Inc. (LIMN)
Reporting Period: Quarterly period ended June 30, 2026 (Form 10-Q)
Business Overview: A pre-clinical stage biopharmaceutical company developing IBA101, a humanized anti-CD47 monoclonal antibody for advanced solid cancers. The company completed a business combination with Iris Acquisition Corp. in April 2025 and recently acquired InnocsAI LLC (July 2026) to expand its oncology portfolio.

Key Financial Metrics

Note: The company has no revenue. Operating expenses consist of General and Administrative ($1.48M for six months) and Research and Development ($1.0M for six months).

Material Changes vs. Prior Period

• Net Loss Increase: Net loss for the six months ended June 30, 2026, was $(2.53) million compared to $(0.21) million in the same period in 2025. This increase is primarily due to higher operating expenses and the absence of a $2.14 million gain from the forgiveness of unrelated vendor payables recorded in the prior year.
• Operating Expenses: Total operating expenses increased by 79% year-over-year for the six-month period, driven by $1.0 million in R&D costs for Phase 1 clinical trial preparation (CD47 License) and increased G&A costs associated with public company compliance.
• Liquidity Improvement: Cash balances increased from $337,655 at December 31, 2025, to $3,017,096 at June 30, 2026, following a February 2026 public offering and a June 2026 warrant inducement.
• Debt Settlement: A $7.36 million settlement payable recorded at year-end 2025 was settled via the issuance of 4,000,000 shares of common stock in February 2026.

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 report date. The company relies on additional equity or debt financing to fund operations.
• Nasdaq Compliance: The company faced delisting notices for failing to meet minimum bid price ($1.00) and market value requirements. On July 31, 2026, the Nasdaq Hearings Panel approved a transfer to the Nasdaq Capital Market, granting an extension until September 3, 2026, to demonstrate compliance with the $1.00 bid price rule. A reverse stock split (up to 1-for-50) was authorized by stockholders to aid compliance.
• Recent Transactions:
  • February 2026 Offering: Raised net proceeds of approximately $3.44 million.
  • June 2026 Warrant Inducement: Raised net proceeds of approximately $1.62 million by inducing the exercise of existing warrants.
  • InnocsAI Acquisition: Completed July 2, 2026, acquiring oncology-focused biologic and cellular therapy programs. Consideration included common stock and Series A Non-Voting Convertible Preferred Stock.
• Internal Controls: Management identified material weaknesses in internal controls over financial reporting, citing a lack of formalized control environment and inadequate segregation of duties.

Investor Verification Checklist

• Capital Adequacy: Verify the company's ability to raise additional capital given the "substantial doubt" going concern warning and current cash burn rate.
• Nasdaq Listing Status: Monitor the company's progress in meeting the $1.00 minimum bid price requirement by the September 3, 2026 deadline to avoid delisting.
• Dilution Risk: Assess the impact of the recent stock issuances (Offering, Warrant Inducement, InnocsAI acquisition) and the potential reverse stock split on existing shareholders.
• Related Party Debt: Review the $1.44 million in short-term related party debt, which is past due but deferred by mutual agreement, and the associated interest obligations.
• R&D Progress: Confirm the status of IBA101 Phase 1 clinical trial preparations following the $1.0 million expenditure in the current period.