Business Context and Reporting Period
This Form 8-K Current Report is filed by Liminatus Pharma, Inc. (LIMN) on August 18, 2026. The filing addresses the Company's ongoing efforts to regain compliance with Nasdaq listing requirements following notices of non-compliance regarding Market Value of Listed Securities (MVLS), Market Value of Publicly Held Shares (MVPHS), and minimum bid price rules. The report details the Company's successful appeal to transfer from The Nasdaq Global Market to The Nasdaq Capital Market and the implementation of a reverse stock split.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, or debt metrics. The only quantitative data provided relates to capital structure adjustments:
- Pre-Split Outstanding Shares: 67,160,362 (as of July 2, 2026).
- Post-Split Outstanding Shares: Approximately 1,343,208 (proportionate reduction).
- Reverse Stock Split Ratio: 1-for-50.
- Effective Date: August 20, 2026, at 4:01 p.m. Eastern Time.
- New CUSIP: 53271X 207.
Material Changes Versus Prior Period
The primary material change is the reduction of outstanding common stock by a factor of 50 to address listing deficiencies. Key developments include:
- Listing Status: The Nasdaq Hearings Panel determined to transfer the Company to The Nasdaq Capital Market effective August 4, 2026, granting an exception to regain compliance.
- Compliance Status: The Company regained compliance with the stockholders' equity rule and MVPHS requirement as part of the phase-down.
- Bid Price Compliance: The Company failed to regain compliance with the $1.00 minimum bid price rule by the July 14, 2026 deadline but was granted an extension to demonstrate compliance by September 3, 2026.
Guidance, Outlook, and Risks
Outlook and Management Commentary: The Company expects to regain compliance with Listing Rule 5550(a)(2) (minimum bid price) following the effectiveness of the reverse stock split. The stock is expected to begin trading on a split-adjusted basis on August 21, 2026, under the symbol "LIMN."
Risks and Contingencies:
- Compliance Uncertainty: There is no assurance the Company will regain compliance with the $1.00 closing bid price requirement within the prescribed time period (by September 3, 2026).
- Board Discretion: The Board retains the discretion to delay or abandon the reverse stock split.
- Fractional Shares: No fractional shares will be issued; holdings will be rounded up to the nearest whole share without cash payment.
Investor Verification Checklist
- Verify the effective date and time of the 1-for-50 reverse stock split (August 20, 2026, 4:01 p.m. ET).
- Confirm the new CUSIP number (53271X 207) for post-split trading.
- Monitor the stock's closing bid price to ensure it meets the $1.00 threshold for at least 10 consecutive trading days by September 3, 2026.
- Review the treatment of fractional shares (rounded up, no cash payout) for personal holdings.
- Check for any subsequent announcements regarding the Board's decision to proceed with or abandon the split.