Business Context and Reporting Period
Company: Liminatus Pharma, Inc. (Successor to Iris Parent Holding Corp.)
Reporting Period: Quarterly period ended June 30, 2025 (Q2 2025)
Business Overview: A pre-clinical stage biopharmaceutical company developing immune-modulating cancer therapies, specifically the CD47 checkpoint inhibitor IBA101.
Key Event: On April 30, 2025, the Company consummated a Business Combination with Iris Acquisition Corp. (SPAC), resulting in a name change and listing on Nasdaq under symbols "LIMN" and "LIMNW".
Key Financial Metrics
| Metric | Q2 2025 (3 Months) | YTD 2025 (6 Months) | YTD 2024 (6 Months) |
|---|---|---|---|
| Revenue | $0 | $0 | $0 |
| Net Income (Loss) | $113,287 | $(214,239) | $(2,715,185) |
| Operating Loss | $(1,118,211) | $(1,382,431) | $(2,619,729) |
| Cash and Equivalents (End of Period) | $1,338,222 (as of June 30, 2025) | ||
| Short-Term Debt (Related Parties) | $1,442,500 (as of June 30, 2025) | ||
| Accumulated Deficit | $(28,879,455) (as of June 30, 2025) |
Material Changes vs. Prior Period
- Net Income Turnaround: The Company reported a net income of $113,287 for Q2 2025, compared to a net loss of $(961,207) in Q2 2024. This shift was driven primarily by a one-time gain of $2,142,297 from the forgiveness of unrelated vendor payables (TDT settlement).
- Operating Expenses: General and Administrative (G&A) expenses increased significantly to $1,118,211 in Q2 2025 from $195,084 in Q2 2024, largely due to legal and accounting fees associated with the Business Combination. Conversely, Research and Development (R&D) expenses dropped to $0 in Q2 2025 from $714,134 in Q2 2024 following the termination of the TDT license agreement.
- Debt Reduction: Short-term related party debt decreased from $19,973,000 at December 31, 2024, to $1,442,500 at June 30, 2025. Approximately $14.8 million of related party debt and accrued interest was converted into common stock during the Business Combination.
- Capital Structure: Common stock outstanding increased from 17,500,000 shares (Dec 31, 2024) to 26,014,633 shares (June 30, 2025) due to the SPAC merger and PIPE financing.
Outlook, Risks, and Contingencies
- Going Concern: Management has concluded there is substantial doubt about the Company's ability to continue as a going concern within one year. The Company has an accumulated deficit of nearly $29 million and relies on future equity or debt financing to fund operations.
- Liquidity: As of June 30, 2025, cash on hand was $1,338,222. The Company plans to raise additional capital, though there is no assurance of success.
- Internal Controls: The Company identified material weaknesses in internal controls over financial reporting, citing a lack of formalized control environment and inadequate segregation of duties.
- Nasdaq Compliance: On August 22, 2025, the Company received a deficiency letter from Nasdaq regarding the delay in filing this 10-Q. The Company has 60 days to submit a compliance plan.
- Unusual Items: The Q2 2025 results include significant non-cash items: a $2.14M gain from debt forgiveness, a $756,000 loss on the fair value change of deferred underwriting fees, and a $116,894 loss on warrant liabilities.
Investor Verification Checklist
- Capital Sufficiency: Verify the timeline and probability of securing additional financing given the "substantial doubt" going concern warning and low cash balance ($1.3M).
- Debt Conversion Details: Confirm the terms of the $14.8M related party debt conversion into equity and the remaining obligations on the $1.4M outstanding related party debt.
- R&D Pipeline Status: Assess the impact of the terminated TDT license on the Company's ability to advance its CD47 candidate (IBA101) without the previous partner.
- Underwriting Liability: Monitor the settlement of the $7.8M deferred underwriting fee payable in common stock (issued July 1, 2025) and its dilutive effect.
- Internal Control Remediation: Review the progress of remediation efforts for the identified material weaknesses in financial reporting controls.