Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended March 31, 2025, for Liminatus Pharma, Inc. (formerly Iris Parent Holding Corp.). The filing represents a shell company with no substantive operations during the period, existing solely to facilitate a business combination. On April 30, 2025, subsequent to the reporting period, the Company consummated a business combination with Liminatus Pharma, LLC, changing its name to Liminatus Pharma, Inc. and beginning trading on Nasdaq under the symbol "LIMN."
Key Financial Metrics
| Metric | Q1 2025 | Q1 2024 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(255) | $(247) |
| Loss Per Share (Basic & Diluted) | $(2.55) | $(2.47) |
| Total Assets | $0 | $0 |
| Total Liabilities | $1,060 | $805 |
| Stockholders' Deficit | $(1,060) | $(805) |
| Cash and Cash Equivalents | $0 | $0 |
| Net Cash Provided by Operating Activities | $0 | $0 |
Note: The Company reported no cash on hand. Expenses consisted entirely of franchise tax and related penalties.
Material Changes vs. Prior Period
- Net Loss: Increased slightly from $(247) in Q1 2024 to $(255) in Q1 2025, driven by franchise tax expenses and accrued interest/penalties.
- Liabilities: Accrued expenses (franchise tax liability) increased from $805 to $1,060.
- Capital Structure: The Company maintained 100 shares of common stock issued and outstanding during the period. A stock subscription receivable of $(10) remains outstanding for shares issued to the CEO.
Outlook, Risks, and Subsequent Events
- Business Combination: The Company completed its merger with Liminatus Pharma, LLC on April 30, 2025. The transaction included a PIPE investment of $15 million for 1.5 million shares and the issuance of 17.5 million shares to Liminatus owners.
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern for twelve months from the issuance date, citing insufficient funds post-combination.
- Nasdaq Compliance: The Company received a notice on May 29, 2025, regarding non-compliance with Nasdaq Listing Rule 5250(c)(1) due to a delayed 10-Q filing. Management believes compliance was regained upon the filing of this report.
- Future Expenses: Post-combination, the Company expects increased expenses related to legal, financial reporting, and auditing compliance as a public entity.
Investor Verification Checklist
- Verify the final terms and closing details of the April 30, 2025, business combination in the Form 8-K filed May 6, 2025.
- Confirm the status of the $15 million PIPE investment and the utilization of proceeds.
- Assess the "substantial doubt" regarding the going concern status and the Company's capital raise plans to sustain operations.
- Review the resolution of the Nasdaq listing compliance issue and ensure no further delisting risks exist.
- Check for the settlement of the $10 stock subscription receivable owed by the CEO.