Form 8-K

8-K — Liminatus Pharma, Inc.

Accession: 0001104659-26-098335

Filed: 2026-08-18

Period: 2026-08-18

CIK: 0001971387

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2623497d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2623497d1_ex3-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2623497d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): August 18, 2026

LIMINATUS PHARMA, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-42626

93-2710748

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

2251 Stern Goodman Street, Suite E,

Fullerton, CA

92833

(Address of Principal Executive Offices)

(Zip Code)

(213) 273-5453

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

LIMN

The Nasdaq Stock Market LLC

Warrants

LIMNW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).

Emerging growth

company x

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01 Notice of Delisting or Failure to

Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on November 19, 2025,

Liminatus Pharma, Inc., a Delaware corporation (the “Company”), received notices from The Nasdaq Stock Market (“Nasdaq”)

indicating that the Company was no longer in compliance with the following continued listing requirements of The Nasdaq Global Market:

(i) Listing Rule 5450(b)(2)(A), which requires a listed company to maintain a minimum Market Value of Listed Securities (“MVLS”)

of $50,000,000 (the “MVLS Rule”) and (ii) Listing Rule 5450(b)(2)(C), which requires a listed company to maintain a minimum

Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 (the “MVPHS Rule”). Under the Nasdaq rules, the

Company was provided a period of 180 calendar days, or until May 18, 2026, in which to regain compliance with the MVLS Rule and MVPHS

Rule.

On January 15, 2026, the Company received a notice

from Nasdaq indicating that, based upon the closing bid price for the last 30 consecutive business days, the Company was no longer in

compliance with Listing Rule 5450(a)(1), which requires listed securities to maintain a minimum bid price of $1 per share (the “Bid

Price Rule”). Under the Nasdaq rules, the Company was provided a period of 180 calendar days, or until July 14, 2026, in which to

regain compliance with the Bid Price Rule.

On May 20, 2026, the Company received a notice

from Nasdaq stating that the Company had not regained compliance with the MVLS Rule and the MVPHS Rule. Accordingly, its securities were

to be delisted from The Nasdaq Global Market, unless the Company requested an appeal of the determination before the Nasdaq Hearings Panel

(the “Panel”) by May 27, 2026. On May 26, 2026, the Company requested an appeal before the Panel. The hearing request resulted

in a stay of any suspension or delisting action pending the hearing.

A hearing was held before the Panel on June 30,

2026 during which the Company requested a phase-down to The Nasdaq Capital Market pursuant to an exception within which to evidence compliance

with all applicable requirements for continued listing on The Nasdaq Capital Market.

On July 20, 2026, the Company received a notice

from Nasdaq indicating that the Company had not regained compliance with the Bid Price Rule and was not eligible for a second 180-day

extension to regain compliance with the Bid Price Rule. The notice indicated that the Panel will consider this matter in their decision

regarding the Company’s continued listing on Nasdaq and that the Company should present its view with respect to the additional

deficiency to the Panel in writing no later than July 27, 2026. The Company submitted a written response to the Panel regarding the additional

deficiency on July 27, 2026.

On July 31, 2026, the Panel notified the Company

that it had determined to transfer the Company to The Nasdaq Capital Market effective August 4, 2026 and granted the Company an exception

to regain compliance with the Nasdaq Listing Rules. The Panel granted the Company’s request for continued listing on Nasdaq, subject

to the following conditions: (i) on or before August 7, 2026, the Company must file an application to transfer to The Nasdaq Capital Market;

and (ii) on or before August 28, 2026, the Company must demonstrate compliance with Listing Rule 5550(a)(2) by achieving a $1.00 closing

bid price for at least ten (10) consecutive trading days.

On August 3, 2026, the Company’s Board of

Directors (the “Board”) approved the a reverse stock split at a ratio of 1-for-50 (see Item 3.03 of this Current Report).

On August 4, 2026, the Company submitted an application to transfer to The Nasdaq Capital Market. On August 12, 2026, the Panel notified

the Company that it granted a brief extension to demonstrate compliance with Listing Rule 5550(a)(2) by September 3, 2026. Further, the

Panel has notified the Company that, as part of the phase-down to The Nasdaq Capital Market, the Company had regained compliance with

(i) the stockholders’ equity rule, which satisfied the alternative to the MVLS requirement, and (ii) the MVPHS requirement.

The Company expects that following the effectiveness

of the Reverse Stock Split (as defined below), the Company will regain compliance with Listing Rule 5550(a)(2); however, there can be

no assurance that the Company will be able to regain compliance within the prescribed time period.

Item 3.03 Material Modification to Rights of

Security Holders.

On August 18, 2026, the Company filed an amendment

to its Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-50

reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 per share (the “Common

Stock”), with an effective time of 4:01 p.m., Eastern Time, on August 20, 2026. At its annual meeting of stockholders held on August

3, 2026, the stockholders of the Company approved a proposal to authorize the Board, at its discretion, to approve a reverse stock split

of the Common Stock at a ratio of up to 1-for-50 shares, with such ratio to be determined by the Board, for the primary purpose of meeting

the minimum bid price and other quantitative requirements for the Company’s listing on Nasdaq. On August 3, 2026, the Board approved

the Reverse Stock Split at a ratio of 1-for-50. The Company’s Common Stock is expected to begin trading on a split-adjusted basis

on The Nasdaq Capital Market under the Company’s existing trading symbol “LIMN,” at the market open on August 21, 2026.

The new CUSIP number for the Common Stock following the Reverse Stock Split will be 53271X 207.

At the effective time of the Reverse Stock Split,

every 50 issued and outstanding shares of Common Stock will be automatically combined into one share of Common Stock. No fractional shares

will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares will

have such shares rounded up to the nearest whole share, and no cash or other consideration will be paid in connection with any fractional

shares that would otherwise have resulted from the Reverse Stock Split.

The Reverse Stock Split has no effect on the par

value of the Common Stock or authorized shares of Common Stock or preferred stock. Each stockholder’s proportionate ownership interest

in the Company and any proportional voting power will remain unchanged (except for nominal adjustments resulting from the treatment of

fractional shares). If the Reverse Stock Split were implemented as of July 2, 2026, the total number of outstanding shares would be reduced

proportionately from 67,160,362 to approximately 1,343,208. Proportionate adjustments will be made to the number of shares underlying

the Company’s outstanding equity awards and to the exercise or conversion prices of such instruments. Similar adjustments will be

made to outstanding warrants and other convertible securities. The rights and privileges of the holders of shares of Common Stock will

be substantially unaffected by the Reverse Stock Split.

Stockholders holding their shares in book-entry

form or through a bank, broker or other nominee will have their holdings automatically adjusted to reflect the Reverse Stock Split. Stockholders

holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent and registrar, Continental

Stock Transfer & Trust Company, who will issue a new stock certificate reflecting the Reverse Stock Split to each requesting stockholder.

The foregoing description of the Amendment does

not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit

3.1 to this Current Report on Form 8-K (“Current Report”) and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this

Current Report is incorporated by reference into this Item 5.03.

Item 7.01 Regulation FD Disclosure.

On August 18, 2026, the Company issued a press

release announcing that the Board approved a ratio of a 1-for-50 with respect to the Reverse Stock Split. The Company expects that the

Reverse Stock Split will become effective at the close of trading on August 20, 2026; however, the Board retains discretion to delay or

abandon the Reverse Stock Split. The press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein

by reference.

Limitation on Incorporation by Reference.

The information furnished in this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act

of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking

Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release

may contain forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially

from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking

statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation of Liminatus Pharma, Inc.

99.1

Press Release issued by Liminatus Pharma, Inc. on August 18, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 18, 2026

LIMINATUS PHARMA, INC.

By:

/s/ Chris Kim

Name:

Chris Kim

Title:

Chief Executive Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2623497d1_ex3-1.htm · Sequence: 2

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

LIMINATUS PHARMA, INC.

LIMINATUS

PHARMA, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law

of the State of Delaware, does hereby certify:

The name of the Corporation is: Liminatus Pharma, Inc.

The Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with

the Secretary of State of the State of Delaware an amendment of the Corporation’s Certificate of Incorporation (as amended, the

“Certificate of Incorporation”) to effect a reverse stock split at a ratio of 1-for-50, (ii) declaring such amendment to be

advisable and in the best interest of the Corporation, and (iii) calling for the consideration and approval thereof at a meeting of the

stockholders of the Corporation.

Upon this Certificate of Amendment becoming effective, Section 4.1 of the Certificate of Incorporation of the Corporation is hereby

amended by adding the following new paragraph:

“Upon effectiveness (the “Effective

Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of

the Corporation, each fifty (50) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically

and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the

“Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who

otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to be rounded up to the next whole share of

Common Stock. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificate”),

shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate

shall have been combined, subject to adjustment for fractional share interests as described above. The Reverse Stock Split shall have

no effect on the number of authorized stock, or par value per share, of the Corporation.”

This Certificate of Amendment has been duly approved by the Board of Directors of the Corporation in accordance with Sections 141(f)

and 242 of the General Corporation Law of the State of Delaware.

This Certificate of Amendment has been duly approved by the holders of the requisite number of shares of capital stock of the Corporation

in accordance with Section 242 of the General Corporation Law of the State of Delaware and the applicable provisions of the Certificate

of Incorporation.

This Certificate of Amendment shall become effective at 4:01 p.m., Eastern Time, on August 20th, 2026.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF,

the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 18th day of August, 2026.

LIMINATUS PHARMA, INC.

By:

/s/ Chris Kim

Name:

Chris Kim

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623497d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

Liminatus Pharma, Inc. Announces Reverse Stock

Split of its Common Stock

FULLERTON, CA, August

18, 2026 — Liminatus Pharma, Inc. (Nasdaq: LIMN) (“Liminatus” or the “Company”) today announced that its

board of directors has adopted resolutions approving a reverse stock split of its common stock, par value $0.0001 per share (“Common

Stock”), at a ratio of 1-for-50 (the “Reverse Stock Split”), which was approved by stockholders at the Company’s

2026 Annual Meeting of Stockholders held on August 3, 2026. The Reverse Stock Split will take effect at the close of trading on August

20, 2026, and the Company’s Common Stock is expected to begin trading on a split-adjusted basis on The Nasdaq Capital Market under

the Company’s existing trading symbol “LIMN,” at the market open on August 21, 2026. The new CUSIP number for the Common

Stock following the Reverse Stock Split will be 53271X 207.

At the effective

time of the Reverse Stock Split, every 50 issued and outstanding shares of Common Stock will be automatically combined into one

share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise

be entitled to receive fractional shares will have such shares rounded up to the nearest whole share, and no cash or other consideration

will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split.

The Reverse Stock

Split has no effect on the par value of the Common Stock or authorized shares of Common Stock or preferred stock. Each stockholder’s

proportionate ownership interest in the Company and proportional voting power will remain unchanged (except for nominal adjustments resulting

from the treatment of fractional shares). If the Reverse Stock Split were implemented as of July 2, 2026, the total number of outstanding

shares would be reduced proportionately from 67,160,362 to approximately 1,343,208. Proportionate adjustments will be made to the

number of shares underlying the Company’s outstanding equity awards and to the exercise or conversion prices of such instruments.

Similar adjustments will be made to outstanding warrants and other convertible securities.

Stockholders holding their shares in book-entry

form or through a bank, broker or other nominee will have their holdings automatically adjusted to reflect the Reverse Stock Split. Stockholders

holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent and registrar, Continental

Stock Transfer & Trust Company, who will issue a new stock certificate reflecting the Reverse Stock Split to each requesting stockholder.

About Liminatus Pharma, Inc.

Liminatus is a biotechnology company developing

novel immune-modulating cancer therapies. The Company’s pipeline includes antibody-based immunotherapies and cellular therapies

for the treatment of solid tumors and hematologic malignancies. Its lead candidate, IBA101, is a humanized anti-CD47 monoclonal antibody,

and the Company is also advancing additional oncology assets, including dual-target CAR-T therapies, solid tumor CAR-T therapy, and a

CS1 Antibody platform acquired through its recently acquisition of InnocsAI.

Forward-Looking Statements

The information

in this press release includes “forward-looking statements” within the meaning of the federal securities laws. All statements

that are not statements of historical fact are forward-looking statements. Forward-looking statements may be identified by the use of

words such as “may,” “could,” “would,” “should,” “predict,” “estimate,”

“plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”

“believe,” or other similar expressions that predict or indicate future events or that are not statements of historical matter.

These statements are based on assumptions and on the current expectations of the Company’s management and are not predictions of

actual performance. Many actual events and circumstances are beyond the control of Liminatus. These forward-looking statements are subject

to a number of risks and uncertainties, including: (i) changes in business, market, financial, political and legal conditions; (ii) Company’s

continued ability to implement business plans; (iii) the risk of downturns, new entrants and a changing regulatory landscape in a highly

competitive industry in which the Company operates; and (iv) those risks and uncertainties discussed in the Company’s filings with

the Securities and Exchange Commission. Forward-looking statements address matters that are, to varying degrees, uncertain and subject

to risks, uncertainties, and assumptions, many of which that are beyond the Company’s control, that could cause actual results to

differ materially from those expressed in any forward-looking statements. Forward-looking statements are not guarantees of future

results. The forward-looking statements contained in this press release speak only as of the date of this press release and the Company

undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances

after the date of this press release, unless required by law.

Contacts:

Chris Kim, CEO

info@liminatuspharma.com

(213) 273-5453

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

+ References

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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