Business Context and Reporting Period
This Form 8-K Current Report was filed by Liminatus Pharma, Inc. (Nasdaq: LIMN, Warrants: LIMNW) on February 27, 2026. The Company is an emerging growth company incorporated in Delaware. The report details a corporate governance action taken by the Board of Directors on the date of the report.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a bylaw amendment and does not contain financial statements or operational metrics.
Material Changes
The primary material change reported is an amendment to the Company's Bylaws regarding the quorum requirement for stockholder meetings:
- Previous Requirement: A majority of the voting power of capital stock issued and outstanding.
- New Requirement: Reduced to one-third (1/3) of the voting power of capital stock issued and outstanding.
- Effective Date: The amendment was effective immediately upon adoption by the Board on February 27, 2026.
- Adjournment Authority: If a quorum is not present, the chairperson or stockholders present may adjourn the meeting until a quorum is achieved.
Guidance, Outlook, and Management Commentary
The filing does not contain financial guidance, outlook, or management commentary regarding business operations. Regarding the Bylaw Amendment:
- The Board authorized the submission of the amendment for ratification by stockholders at the next annual meeting.
- If stockholders do not approve the amendment, the Board retains the authority under Delaware law to maintain the amendment.
Key Facts for Investor Verification
- Verify the full text of the Amended and Restated Bylaws filed as Exhibit 3.1 to this report.
- Confirm the date and agenda of the next annual meeting of stockholders where ratification will be sought.
- Review Delaware corporate law provisions regarding the Board's authority to maintain bylaw amendments absent stockholder ratification.