Business Context and Reporting Period
This Form 8-K was filed by Liminatus Pharma, Inc. (Nasdaq: LIMN) on January 15, 2026. The Company is an emerging growth company incorporated in Delaware. The filing addresses a regulatory notice received from The Nasdaq Stock Market LLC regarding the Company's compliance with listing standards.
Key Financial Metrics
This filing is a current report regarding a listing deficiency and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes
The material event reported is the receipt of a notice from Nasdaq indicating non-compliance with Listing Rule 5450(a)(1), the "Bid Price Rule." The Company's common stock failed to maintain a minimum closing bid price of $1.00 per share for the last 30 consecutive business days prior to the notice date.
Guidance, Outlook, and Risks
- Compliance Period: The Company has been granted an initial 180-calendar-day compliance period, expiring on July 14, 2026, to regain compliance.
- Path to Compliance: Compliance can be achieved if the closing bid price remains at or above $1.00 for 10 consecutive business days within the compliance period. Alternatively, the Company may implement a reverse stock split, which must be completed no later than ten business days before the expiration date.
- Outlook: Management states it is working diligently to regain compliance but explicitly notes there can be no assurance that compliance will be achieved within the prescribed time.
- Risks: Failure to regain compliance may result in delisting. The filing includes standard forward-looking statement disclaimers regarding the uncertainty of future events and Nasdaq's acceptance of any compliance plan.
Investor Verification Checklist
- Verify the current trading price of LIMN to assess the gap from the $1.00 threshold.
- Monitor upcoming press releases or filings for announcements regarding a potential reverse stock split.
- Review the Company's most recent 10-K or 10-Q filings for liquidity status, as this 8-K does not provide financial data.
- Track the 10-day consecutive trading window required to demonstrate compliance before the July 14, 2026 deadline.