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

May 20, 2026

Date of Report (Date of earliest event reported)

Registrant’s telephone number, including area code: (213) 273-5453

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 disclosed in the Current Report on Form 8-K filed on November 25, 2025 with the Securities and Exchange Commission (the “SEC”), on November 19, 2025, Liminatus Pharma, Inc. (the “Company”) received notices from The Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company’s listed securities failed to comply with the $50,000,000 market value of listed securities (MVLS) requirement for continued listing in accordance with Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”) and the $15,000,000 market value of publicly held shares (MVPHS) requirement for continued listing in accordance with Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”). The Company was provided a period of 180 calendar days, or until May 18, 2026, in which to regain compliance.

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 will be delisted from The Nasdaq Global Market. Unless the Company requests an appeal of the determination before the Nasdaq Hearings Panel (the “Panel”) by May 27, 2026, trading of the Company’s common stock and warrants will be suspended at the opening of business on May 29, 2026, and a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq. On May 26, 2026, the Company requested an appeal before the Panel. The hearing request will result in a stay of any suspension or delisting action pending the hearing. 

Forward-Looking Statements

Certain information contained in this report consists of forward-looking statements for purposes of the federal securities law that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will regain compliance with the Nasdaq listing rules during any compliance period or in the future, or otherwise meet Nasdaq continued listing standards. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s filings with the SEC. The forward-looking statements contained in this report speak only as of the date of this report 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 report, unless required by law.

Item 9.01 Financial Statements and Exhibits.

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.