LIMN 10-Q
Liminatus Pharma, Inc. (LIMN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices, including zip code) | ||
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(Registrant’s telephone number, including area code) | ||
(Former name, former address and former fiscal year, if changed since last report) | ||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☐ Large accelerated filer |
| ☐ Accelerated filer |
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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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 14, 2026, there were
LIMINATUS PHARMA, INC.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Liminatus Pharma, Inc.
Condensed Consolidated Balance Sheets
| June 30, | | December 31, | |||
2026 | 2025 | |||||
ASSETS | (Unaudited) | |||||
Current assets |
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Cash | $ | | $ | | ||
Prepaid and other current assets | | | ||||
Total current assets | | | ||||
Non-current assets: | ||||||
Property and equipment, net | | | ||||
Total non-current assets | | | ||||
Total assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities |
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Accounts payable and accrued expenses | $ | | $ | | ||
Accrued interest, related parties | | | ||||
Due to related parties | | | ||||
Short-term debt, related parties | | | ||||
Deferred underwriting fee payable | | | ||||
Settlement payable | — | | ||||
Total current liabilities | | | ||||
Warrant liability |
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Total liabilities | | | ||||
Commitments and Contingencies (Note 7) |
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Stockholders’ equity (deficit) |
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Preferred stock, $ | ||||||
Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
| ( |
| ( | ||
Total stockholders’ equity (deficit) |
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| ( | ||
Total liabilities and stockholders’ equity (deficit) | $ | | $ | | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Liminatus Pharma, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
General and administrative | $ | | $ | | $ | | $ | | ||||
Research and development |
| | — | |
| — | ||||||
Total operating expenses | | | | | ||||||||
Loss from operations | ( | ( | ( | ( | ||||||||
Other income (expense): | ||||||||||||
Interest expense, related parties | ( | ( | ( | ( | ||||||||
Interest and other income | | | | | ||||||||
Forgiveness of unrelated vendor payables | | | | | ||||||||
Change in fair value of deferred underwriting fee - common stock payable | — | ( | — | ( | ||||||||
Change in the fair value of warrant liabilities | ( | ( | ( | ( | ||||||||
Total other income (expense), net | ( | | ( | | ||||||||
Net income (loss) | $ | ( | $ | | $ | ( | $ | ( | ||||
Weighted average shares outstanding, basic and diluted* |
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Basic and diluted net income (loss) per share* | $ | ( | $ | $ | ( | $ | ( | |||||
*
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Liminatus Pharma, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
| | | | | Total | |||||||||
Common Stock | Additional Paid-in | Accumulated | Stockholders’ | |||||||||||
Shares | | Amount | Capital | Deficit | Equity (Deficit) | |||||||||
Balance - December 31, 2025 | | $ | | $ | | $ | ( | $ | ( | |||||
Issuance of common stock in connection with the Clear Street settlement | | | | — | | |||||||||
Issuance of common stock in connection with the Offering, net of offering costs of $ | | | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance - March 31, 2026 |
| | $ | | $ | | $ | ( | $ | ( | ||||
Issuance of common stock in connection with the exercise of warrants | | | | — | | |||||||||
Issuance of common stock in connection with the Warrant Inducement, net of offering costs of $ | | | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance - June 30, 2026 | | $ | | $ | | $ | ( | $ | | |||||
| | | | | Total | |||||||||
Common Stock | Additional Paid-in | Accumulated | Stockholders’ | |||||||||||
Shares | | Amount | Capital | Deficit | Deficit | |||||||||
Balance - December 31, 2024* |
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| $ | |
| $ | |
| $ | ( | $ | ( | |
Net loss | — | — | — | ( | ( | |||||||||
Balance - March 31, 2025* | | $ | | $ | | $ | ( | $ | ( | |||||
Business combination with IRIS, net of transaction costs | | | | — | | |||||||||
Settlement of loans to Iris Acquisition Corp upon closing of the business combination | — | — | ( | — | ( | |||||||||
Issuance of common stock to Iris Acquisition Holdings, LLC | | | ( | — | — | |||||||||
Issuance of common stock for the PIPE investment | | | | — | | |||||||||
Net income | — | — | — | | | |||||||||
Balance - June 30, 2025 | | $ | | $ | | $ | ( | $ | ( | |||||
*
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Liminatus Pharma, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| For the six months ended June 30, | |||||
2026 | | 2025 | ||||
Cash Flows from Operating Activities: |
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Net loss | $ | ( | $ | ( | ||
Forgiveness of unrelated vendor payables | ( | ( | ||||
Depreciation | | | ||||
Change in fair value of deferred underwriting fee - common stock payable | — | | ||||
Change in the fair value of warrant liabilities | | | ||||
Changes in operating assets and liabilities | ||||||
Due from related party, current | — | ( | ||||
Prepaid and other current assets | ( | | ||||
Accounts payable and accrued expenses | ( | ( | ||||
Accrued interest, related parties | | | ||||
Accrued maintenance fee | — | ( | ||||
Due to research and development partner | — | ( | ||||
Due to related party | ( | ( | ||||
Net cash used in operating activities | ( | ( | ||||
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Cash Flows from Investing Activities: | ||||||
Loans to Iris Acquisition Corp | — | ( | ||||
Net cash used in investing activities | — | ( | ||||
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Cash Flows from Financing Activities: | ||||||
Gross proceeds from issuance of common stock in connection with the Offering |
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| — | ||
Gross proceeds from issuance of common stock in connection with the exercise of warrants |
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| — | ||
Gross proceeds from issuance of common stock in connection with the Warrant Inducement | | — | ||||
Gross proceeds from issuance of common stock for PIPE investment | — | | ||||
Payment of transaction costs |
| — |
| ( | ||
Repayment of short-term debt, related party | — | | ||||
Deferred transaction costs | — | ( | ||||
Net cash provided by financing activities | | | ||||
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Net change in cash | | | ||||
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Cash, beginning of the period | | | ||||
Cash, end of the period | $ | | $ | | ||
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Non-cash investing and financing activities: | ||||||
Issuance of common stock in connection with the Clear Street settlement | $ | | $ | — | ||
Costs incurred in connection with the issuance of common stock | $ | | $ | — | ||
Liabilities assumed in connection with the Business Combination | $ | — | $ | | ||
Fair value of shares to be issued to underwriter on date of the Business Combination | $ | — | $ | | ||
Transaction costs incurred upon closing of the Business Combination | $ | — | $ | | ||
Settlement of loans to Iris Acquisition Corp upon closing of the Business Combination | $ | — | $ | | ||
Issuance of common stock to Iris Acquisition Holdings, LLC | $ | — | $ | | ||
Conversion of related party short-term debt into common stock | $ | — | $ | | ||
Non-cash conversion of amounts borrowed for PIPE Funds | $ | — | $ | | ||
Non-cash impact to APIC for the elimination of accrued interest on converted related party debt | $ | — | $ | | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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LIMINATUS PHARMA, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Organization and Business Operations
Liminatus Pharma, Inc. (the “Company”), a Delaware corporation, is a pre-clinical stage biopharmaceutical company developing novel, immune-modulating cancer therapies. The Company’s candidate, IBA101, is a humanized anti CD47 monoclonal antibody. The next generation CD47 checkpoint inhibitor’s initial indication is expected to be patients with advanced solid cancers including non-small cell lung cancer.
The Company is subject to the uncertainty of whether the Company’s intellectual property will develop into successful commercial products.
Business Combination
On November 30, 2022, Iris Acquisition Corp, a Delaware corporation (“Iris”), the Company, Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), Liminatus Pharma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Liminatus Merger Sub”), and SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“SPAC Merger Sub”), entered into a business combination agreement (as amended, the “Business Combination Agreement”).
On March 4, 2025, Iris held a special meeting of stockholders. At the special meeting, Iris’s stockholders voted to approve the Business Combination and adopt the Business Combination Agreement, among other items. In connection with the special meeting, stockholders holding
On April 30, 2025 (the “Closing Date”), the Company consummated the business combination contemplated by the Business Combination Agreement, pursuant to which (a) Liminatus Merger Sub merged with and into Liminatus (the “Liminatus Merger”), with Liminatus surviving the Liminatus Merger as a direct wholly-owned subsidiary of the Company, and (b) simultaneously with the Liminatus Merger, SPAC Merger Sub merged with and into Iris (the “SPAC Merger” and, together with the Liminatus Merger, the “Mergers”), with Iris surviving the SPAC Merger as a direct wholly-owned subsidiary of the Company (the transactions contemplated by the foregoing clauses (a) and (b) the “Business Combination”), and in connection therewith the Company changed its name from “Iris Parent Holding Corp.” to “Liminatus Pharma, Inc.”
Pursuant to the Business Combination Agreement, among other matters, at the effective time of the Business Combination (the “Effective Time”), (i) every issued and outstanding security issued by Iris during its initial public offering (each, an “Iris Unit”) was automatically separated and broken out into its constituent parts and the holder thereof was deemed to hold
Upon the consummation of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, set the total number of authorized shares of capital to
At the Closing Date,
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At the Closing Date, the Company issued an aggregate of
At the Closing Date,
Upon consummation of the Business Combination, the Company assumed a total of $
In addition, at the Closing Date, the Company settled Iris’ liabilities for $
Liminatus was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). The determination was primarily based on Liminatus’ members prior to the Business Combination having a majority of the voting interests in the combined company, Liminatus’ ability to exert control over the majority of the board of directors of the combined company, Liminatus’ ability to maintain control of the board of directors on a go-forward basis, Liminatus’ senior management comprising the senior management of the combined company, and Liminatus’ operations prior to the Business Combination comprise the ongoing operations of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Liminatus’ issuing stock for the net assets of Iris, accompanied by a recapitalization. The net assets of Iris were stated at fair value, with no goodwill or other intangible assets recorded.
Upon the consummation of the Business Combination, the Iris Class A Shares, Iris Units and Public Warrants ceased trading on the OTC Pink Marketplace, and the Company’s common stock and Public Warrants began trading on The Nasdaq Stock Market (“Nasdaq”) under the trading symbols “LIMN” and “LIMNW,” respectively.
Notices from Nasdaq
On August 22, 2025, the Company received a notice from the Nasdaq Listing Qualifications Department indicating that the Company was no longer in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025. The deficiency letter had no immediate effect on the listing of the Company’s common stock, and its common stock continued to trade on Nasdaq under the symbol “LIMN”. On October 6, 2025, the Company filed its Form 10-Q for the period ended June 30, 2025 and the matter was closed.
On November 19, 2025, the Company received notices from Nasdaq indicating that the Company was no longer in compliance with (i) Nasdaq Listing Rule 5450(b)(2)(A) due to its failure to maintain a minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 (the “MVLS Rule”), based upon a review of the Company’s MVLS for the last 30 consecutive business days and (ii) Nasdaq Listing Rule 5450(b)(2)(C) due to its failure to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 (the “MVPHS Rule”), based upon a review of the Company’s MVPHS for the last 30 consecutive business days. The
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Nasdaq staff noted that the Company also does not meet the requirements under Listing Rule 5450(b)(3)(A), which requires the Company to have total assets and total revenue of at least $50 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years. 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 Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”) which requires listed securities to maintain a minimum bid price of $1 per share. 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, trading of the Company’s securities would have been suspended at the opening of business on May 29, 2026, and a Form 25-NSE would have been filed with the SEC, which would have removed 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 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 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, 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 4, 2026, the Company submitted an application to transfer to The Nasdaq Capital Market. On August 3, 2026, the Company held an annual meeting of stockholders at which its stockholders approved, among other things, a proposal authorizing the Company’s board of directors, at its discretion, to approve a reverse stock split of the Company’s common stock with a ratio of up to -for-50 shares, for the primary purpose of meeting the minimum bid price and other quantitative requirements for the Company’s listing on Nasdaq. The Company is working diligently to regain compliance with Nasdaq’s listing rules. However, there can be no assurance that the Company will be able to regain compliance within the prescribed time period.
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.
February 2026 Public Offering
On February 18, 2026, the Company closed a best efforts public offering for the sale of (i)
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In connection with the Offering, on February 17, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain purchasers party thereto. Pursuant to the Purchase Agreement, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock or file any registration statement or prospectus, or any amendment or supplement thereto for
In connection with the Offering, on February 17, 2026, the Company entered into a placement agency agreement with Maxim, as placement agent in connection with the Offering. The Company paid Maxim a cash fee of
June 2026 Warrant Inducement
On June 3, 2026, the Company entered into a warrant exercise inducement offer letter (the “Inducement Letter Agreement”) with a holder of its existing common stock warrants exercisable for an aggregate of
In connection with the transaction described above, the Company entered into a financial advisory services agreement, dated June 3, 2026, with Maxim, pursuant to which the Company agreed to pay Maxim for its services a cash fee of up to
The Warrant Inducement, which resulted in the issuance of the Company’s common stock in exchange for the cash exercise of the Existing Warrants, is considered a modification of the Existing Warrants under the guidance of ASC 815-40. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Existing Warrants to cash exercise their warrants, resulting in the imminent exercise of the Existing Warrants, which raised equity capital and generated net proceeds for the Company. As the Existing Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of $
InnocsAI Acquisition
On May 17, 2026, the Company entered into a Merger Agreement (the “Original Merger Agreement”) with InnocsAI LLC, a Delaware limited liability company (“InnocsAI”), and NamChul Jung, in his capacity as the representative of the members of InnocsAI. Under the Original Merger Agreement, the aggregate consideration payable to the members of InnocsAI consisted of (i)
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The assets to be acquired included a portfolio of oncology-focused biologic and cellular therapy programs centered on CAR-T and antibody-related technologies. These technologies are designed to address certain limitations observed in current approaches to hematologic malignancies and solid tumors, including antigen escape, tumor heterogeneity, limited T-cell persistence, tumor microenvironment-mediated suppression and lineage-restricted target coverage. Chris Kim, the Company’s Chief Executive Officer and a member of its board of directors, is also a director of InnocsAI and the Chief Executive Officer and controlling member of Valetudo Therapeutics LLC, a member of InnocsAI.
On June 29, 2026, the Company, InnocsAI and Mr. Jung amended and restated the Original Merger Agreement (as so amended and restated, the “Amended and Restated Merger Agreement”). The Amended and Restated Merger Agreement revised the structure of the transaction to allow closing prior to obtaining stockholder approval and provided that the
Pursuant to the Amended and Restated Merger Agreement, upon completion of the InnocsAI Merger, the members of InnocsAI would receive shares of the Company’s common stock up to the maximum number that could be issued without prior stockholder approval under applicable Nasdaq listing rules (or an estimated 19.99% of the outstanding common stock immediately prior to the closing of the InnocsAI Merger). The balance of the merger consideration would be paid in shares of the Company’s newly designated Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”), having the rights, preferences, powers and privileges set forth in the applicable Certificate of Designation (as defined below). Each share of Series A Preferred Stock would be convertible into
On July 2, 2026, the InnocsAI Merger was completed, pursuant to which the Company acquired InnocsAI. In connection with the closing of the InnocsAI Merger, the Company issued to the former members of InnocsAI an aggregate of
Pursuant to the Amended and Restated Merger Agreement, the Company acquired InnocsAI which is primarily composed of intangible assets (i.e., its portfolio of oncology-focused biologic and cellular therapy program). The InnocsAI Merger is considered an asset acquisition under ASC 805 as it does not meet the definition of a business since substantially all of the fair value of the assets acquired are concentrated in a group of similarly identifiable assets. Furthermore, the InnocsAI Merger was deemed to be an asset acquisition as InnocsAI did not meet the definition of a business under SEC Rule 11-01(d) of Regulation S-X (“Rule 11-01 (d)”), where a business, for purposes of Rule 11-01 (d), is identified by the continuity of operations before and after the transaction. InnocsAI has no substantive revenue producing activities, employee base, sales force, customer base, operating rights or production techniques, thus, not meeting the definition of a business under Rule 11-01 (d).
On June 29, 2026, in connection with the Amended and Restated Merger Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the existing members of InnocsAI, pursuant to which the Company has agreed to provide such holders with “piggy-back” and Form S-3 registration rights, covering shares of common stock (including shares issuable upon conversion of preferred stock) received in the InnocsAI Merger. The Company has agreed to bear the registration expenses.
On June 29, 2026, in connection with the Amended and Restated Merger Agreement, InnocsAI, for the benefit of the Company and its affiliates, successors and subsidiaries, entered into a non-competition and non-solicitation agreement (the “Non-Compete Agreement”) with certain key employees of InnocsAI, pursuant to which each subject party has agreed not to compete with or solicit the employees, customers, or suppliers of InnocsAI and its affiliates for
Liquidity and Capital Resources
The Company is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for one year after the date that the condensed consolidated financial statements are issued. Through June 30, 2026, the Company has funded its operations mainly through equity and debt financings, including the proceeds from the Mergers, the PIPE Financing, the Offering and the Warrant Inducement.
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As of June 30, 2026, the Company had $
The Company has an accumulated deficit of $
On February 18, 2026, the Company completed a “best efforts” public offering of (i)
On June 3, 2026, the Company entered into the Inducement Letter Agreement with a holder of its Existing Warrants to exercise
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, Presentation of Financial Statements—Going Concern, management has concluded that there is substantial doubt about its ability to continue as a going concern for one year after the date that the accompanying unaudited condensed consolidated financial statements are issued. The Company’s unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Management’s plans relating to the above include raising additional cash through further equity and debt financings or other arrangements to fund operations. There can be no assurance that the Company will be able to raise adequate capital under acceptable terms, if at all. The sale of additional equity may dilute existing members and newly issued equity securities may contain senior rights and preferences compared to currently outstanding common stock. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to stockholders. If the Company is unable to obtain such additional financing, future operations would need to be reevaluated.
Note 2. Significant Accounting Policies
Basis of Presentation
The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the FASB ASC and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements do not include all of the disclosures required by U.S. GAAP for annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements of the Company as of and for the year ended December 31, 2025 (the “Annual Financial Statements”). In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of June 30, 2026, its results of operations for the three and six months ended June 30, 2026 and 2025, its cash flows for the six months ended June 30, 2026 and 2025, and its changes in stockholders’ equity (deficit) for the three and six months ended June 30, 2026 and 2025. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2026 or any future period. The condensed consolidated balance sheet as of December 31, 2025 was derived from the Annual Financial Statements but does not contain all of the footnote disclosures from the Annual Financial Statements.
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Emerging Growth Company Status
After the closing of the Business Combination, the Company has elected to be an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
The Company will cease to be an emerging growth company upon the earliest of (1) December 31, 2026; (2) the first fiscal year after annual gross revenues are $1.235 billion or more; (3) the date on which the Company has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (4) the date on which the Company is deemed to be a “large accelerated filer” under the Exchange Act.
Smaller Reporting Company
The Company is a “smaller reporting company” meaning that the market value of its stock held by non-affiliates is less than $700 million as of the most recently completed second fiscal quarter and the annual revenue was less than $100 million during the most recently completed fiscal year. The Company may continue to be a smaller reporting company if either (i) the market value of its stock held by nonaffiliates is less than $250 million or (ii) annual revenue was less than $100 million during the most recently completed fiscal year and the market value of its stock held by non-affiliates is less than $700 million as of the most recently completed second fiscal quarter. As a smaller reporting company, the Company is permitted and intends to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not smaller reporting companies.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Actual results may differ materially and adversely from these estimates. The Company is not aware of any significant estimates that required management to exercise significant judgment with the exception of the Company’s warrant liability and research and development costs. If the underlying estimates and assumptions upon which the estimates are based change in the future, actual amounts may differ from those included in the Company’s unaudited condensed consolidated financial statements.
Segments
The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a operating and reportable segment. Accordingly, the Company’s CODM uses net income/loss to measure the Company’s single segment’s performance and allocate resources. Further, the CODM reviews and utilizes functional expenses (general and administrative and research and development) to manage the Company’s operations. The Company’s general and administrative expenses for the three months ended June 30, 2026 and 2025 included $
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for the six months ended June 30, 2026 and 2025 included $
Cash
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which can exceed government insured limits.
The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. The Company did
Fair Value of Financial Instruments
The Company’s financial assets and liabilities are accounted for in accordance with FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:
Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the instrument’s anticipated life.
Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgement. Accordingly, the degree of judgement exercised by management in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value of the warrant liability reported in the Company’s unaudited condensed consolidated balance sheets represent a Level 3 instrument (see Note 8).
The carrying values reported in the Company’s unaudited condensed consolidated balance sheets for prepaid expenses and other current assets, accounts payable and accrued expenses, accrued interest with related parties, short-term debt with related parties, due to related parties, settlement payable and its deferred underwriting fee payable are reasonable estimates of their fair values due to the short-term nature of these items.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance, modification, and as of each subsequent quarterly period end date while the warrants are outstanding. As of June 30, 2026,
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Warrants were accounted for as equity-classified instruments and
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash gain or loss on the accompanying unaudited condensed consolidated statements of operations. The Company assesses the classification of its warrants at each reporting date to determine whether a change in classification between equity and liability is required. During the three and six months ended June 30, 2026, the Company had an unrealized gain on the change in fair value of the warrant liabilities of $
Net (Loss) Income per Share of Common Stock
The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share. The Company has one class of common stock.
Basic net (loss) income per share is computed by dividing the net (loss) income by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive. Diluted net (loss) income per share is computed by dividing the net (loss) income by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined by using the treasury stock method. Dilutive common stock equivalents consisted of
Research and Development Expenses
Research and development expenses consist of costs incurred by InnoBation Bio Co, Ltd. (“Innobation”) in accordance with the license agreement with Innobation and are recorded as research and development expenses as incurred (see Note 3).
Leases
The Company recognizes its leases in accordance with ASC Topic 842, Leases (“ASC 842”). Under ASC 842, lessees are required to recognize all qualified operating leases at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The lease term includes option renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of the ROU asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives.
The Company has leased office space for a fixed period of
A lessee that makes this accounting policy election does not recognize a lease liability or right-of-use asset on its balance sheets. Instead, the lessee recognizes lease payments on a straight-line basis over the lease term.
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Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were
The Company recognizes accrued interest and penalties related to unrecognized tax positions as income tax expense. There were
Recently Issued Accounting Pronouncements – Not Yet Adopted
On November 4, 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements; however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its unaudited condensed consolidated financial statements.
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.
Note 3. License Agreements
CD47 License
In October 2022, the Company was assigned a license and development agreement, as amended, with InnoBation Bio Co., Ltd. (the “CD47 License”), whereby, effective March 31, 2023, the Company received an exclusive license to develop and commercialize products for the CD47 immune checkpoint inhibitor to treat solid cancers, and companion diagnostics used to monitor treatment with CD47 products (collectively, “CD47 Products”), from Curis Biotech Holdings LLC, the parent company of Valetudo, a related party of the Company, in exchange for
On February 20, 2026, the Company issued a payment of $
For the three months ended June 30, 2026 and 2025, research and development expense related to the CD47 License was $
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Note 4. Related Party Transactions
Related Party Debt
Feelux Bonds
On September 15, 2018, the Company issued $
In connection with the issuance of the Feelux Bonds, Liminatus issued
The $
On April 30, 2025, upon consummation of the Business Combination, the outstanding principal and accrued interest on the Feelux Bonds, totaling $
As of June 30, 2026 and December 31, 2025, there was
Car-Tcellkor Loan
On May 18, 2019, the Company borrowed $
On April 30, 2025, upon consummation of the Business Combination, the outstanding principal of $
As of June 30, 2026 and December 31, 2025, there was
Valetudo Loans
On December 1, 2022, the Company borrowed $
In June 2023, the Company borrowed an additional $
In July 2023, the Company borrowed an additional $
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In August 2023, the Company borrowed an additional $
In November 2023, the Company borrowed an additional $
In January 2024, the Company borrowed an additional $
As of June 30, 2026 and December 31, 2025, the loans from Valetudo of $
Please refer to Note 5 for discussion related to notes which have passed their maturity dates.
Ewon Loans
On December 12, 2022, the Company borrowed $
On September 10, 2023, the Company entered into a loan agreement to borrow $
On December 19, 2023, the Company and Ewon entered into an additional loan agreement and the Company borrowed $
As of June 30, 2026 and December 31, 2025, there was
Prophase Loans
On February 26, 2024, the Company borrowed an additional $
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On March 6, 2024, the Company borrowed an additional $
On April 1, 2024, the Company borrowed an additional $
In May 2024, the Company borrowed an additional $
In July 2024, the Company borrowed an additional $
In August 2024, the Company borrowed an additional $
In February of 2025, the Company borrowed an additional $
In March of 2025, the Company borrowed $
In April of 2025, the Company borrowed an additional $
As of June 30, 2026 and December 31, 2025, the balance of the Prophase loans is $
Please refer to Note 5 for discussion related to notes which have passed their maturity dates.
Hana Loans
On August 1, 2024, the Company borrowed $
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As of June 30, 2026 and December 31, 2025, the balance of the Hana Loans is $
Please refer to Note 5 for discussion related to notes which have passed their maturity dates.
Amantes Loans
On November 1, 2024, the Company borrowed $
On January 2, 2025 and January 23, 2025, the Company borrowed a total of $
As of June 30, 2026 and December 31, 2025, the balance of the Amantes Loans is $
Please refer to Note 5 for discussion related to notes which have passed their maturity dates.
Due to Related Party
As of June 30, 2026 and December 31, 2025, the Company has $
Note 5. Debt
Outstanding debt classified as short-term debt as of June 30, 2026 and December 31, 2025 consisted of the following:
| | | June 30, 2026 | | December 31, 2025 | |||
Valetudo June 2023 Loans |
| Short-term debt, net, related parties | $ | | $ | | ||
Valetudo July 2023 Loan |
| Short-term debt, net, related parties |
| |
| | ||
Prophase February 2024 Loan |
| Short-term debt, net, related parties |
| |
| | ||
Prophase March 2024 Loan |
| Short-term debt, net, related parties |
| |
| | ||
Prophase May 2024 Loans |
| Short-term debt, net, related parties |
| |
| | ||
Prophase July 2024 Loans |
| Short-term debt, net, related parties |
| |
| | ||
Prophase August 2024 Loans |
| Short-term debt, net, related parties |
| |
| | ||
Hana August 2024 Loans |
| Short-term debt, net, related parties |
| |
| | ||
Amantes November 2024 Loans |
| Short-term debt, net, related parties |
| |
| | ||
Amantes January 2025 Loans |
| Short-term debt, net, related parties |
| |
| | ||
Prophase February 2025 Loan |
| Short-term debt, net, related parties |
| |
| | ||
Prophase March 2025 Loan |
| Short-term debt, net, related parties |
| |
| | ||
Short-term debt, related parties |
| | $ | | $ | | ||
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As of June 30, 2026 and December 31, 2025, the Company’s outstanding debt agreements are all past due and are classified as current in the accompanying unaudited condensed consolidated balance sheets. All of the loans are with related parties (see Note 4).
As the Company’s loans are with related parties, the Company and its related parties have agreed to defer repayment until a time that is mutually agreed upon between the Company and its related parties. Accordingly, none of these notes are considered to be in default.
Note 6. Stockholders’ Equity (Deficit)
In connection with the Business Combination, the Company’s certificate of incorporation was amended and restated to designate two classes of stock; preferred and common stock. The certificate of incorporation authorized
Preferred Stock
The Company’s Amended and Restated Certificate of Incorporation provides the Company’s board of directors with the authority to issue up to
On July 2, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (the “Certificate of Designation”), which sets forth the rights, preferences, and privileges of the Series A Preferred Stock. One hundred sixty thousand (
Each share of Series A Preferred Stock will be convertible, at the option of the holder thereof, into
Holders of the Series A Preferred Stock shall be entitled to receive dividends, on an as-if convertible basis, of any dividends payable on the Company’s common stock. The Series A Preferred Stock ranks on parity with the common stock. In the event of any voluntary or involuntary liquidation, dissolution, or winding up, or sale of the Company, each holder of Series A Preferred Stock shall be entitled to receive its pro rata portion of an aggregate payment equal to the amount as would be paid on the Company’s common stock issuable upon conversion of the Series A Preferred Stock, determined on an as-converted basis.
Other than those rights provided by law or the Certificate of Designation, the Series A Preferred Stock has no voting rights. The Series A Preferred Stock is not redeemable.
Common Stock
The Company is authorized to issue
On July 16, 2025, the Company entered into a settlement and release agreement with Alta Partners, LLC (“Alta”), pursuant to which the Company agreed to issue
On April 30, 2025, the Company settled Iris’ liabilities for $
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On February 6, 2026, the Company entered into a settlement and release agreement with Clear Street (as defined in Note 7), pursuant to which the Company agreed to issue
On February 18, 2026, the Company completed a “best efforts” public offering of (i)
The Company allocated the Offering proceeds between the common stock, Pre-Funded Warrants, Common Stock Warrants and Placement Agent Warrants based on their relative fair values in accordance with ASC 505, Equity. The fair value of the common stock and Pre-Funded Warrants was based on the Company’s closing stock price on the closing date of $
The fair value of the Common Stock Warrants and Placement Agent Warrants was estimated using a Black-Scholes option pricing model with the following assumptions:
Expected volatility | | | % |
Risk-free interest rate |
| | % |
Dividend yield |
| — | % |
Expected life of warrants (years) |
| |
The Offering proceeds and related issuance costs were allocated to the common stock, Pre-Funded Warrants, Common Stock Warrants and Placement Agent Warrants as follows:
| Allocated | | Allocated | | Allocated | ||||
Gross Proceeds | Issuance Costs | Net Proceeds | |||||||
Common stock |
| $ | |
| $ | |
| $ | |
Common Stock Warrants |
| |
| |
| | |||
Pre-Funded Warrants |
| |
| |
| | |||
Placement Agent Warrants |
| |
| |
| | |||
Total |
| $ | |
| $ | |
| $ | |
The amount allocated to the common stock and Pre-Funded Warrants was recorded in common stock at par value and the excess over par value in additional paid-in capital in the accompanying unaudited condensed consolidated balance sheet as of June 30, 2026. The amounts allocated to the Common Stock Warrants and Placement Agent Warrants were recorded in additional paid-in capital as the Common Stock Warrants and Placement Agent Warrants are equity-classified instruments.
Issuance costs, including placement agent fees, legal fees and accountant related expenses were recorded as reduction to additional paid-in capital in proportion to the allocation of proceeds between the equity instruments issued, as summarized above.
On February 19, 2026, the remaining
On May 21, 2026, a holder of the Company’s Common Stock Warrants exercised a total of
On June 3, 2026, the Company entered into a warrant exercise inducement offer letter with a holder to exercise
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The Company allocated the Warrant Inducement proceeds between the common stock, New Black-Scholes Warrants and New Change of Control Warrants based on their relative fair values in accordance with ASC 505, Equity. The fair value of the common stock, New Black-Scholes Warrants and New Change of Control Warrants was estimated using a Black-Scholes option pricing model with the following assumptions:
Expected volatility | | | % |
Risk-free interest rate |
| | % |
Dividend yield |
| — | % |
Expected life of warrants (years) |
| |
The Warrant Inducement proceeds and related issuance costs were allocated to the common stock, New Black-Scholes Warrants and New Change of Control Warrants as follows:
| Allocated | | Allocated | | Allocated | ||||
Gross Proceeds | Issuance Costs | Net Proceeds | |||||||
Common stock | $ | | $ | | $ | | |||
New Black-Scholes Warrants | | | | ||||||
New Change of Control Warrants |
| |
| |
| | |||
Total | $ | | $ | | $ | | |||
As of June 30, 2026 and December 31, 2025, there were
Holders of the Company’s common stock are entitled to
Warrants
As of June 30, 2026,
As of June 30, 2026,
As of June 30, 2026,
As of June 30, 2026,
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Note 7. Commitments and Contingencies
Leases
On July 17, 2025, the Company entered into a short-term lease for an office space in Cerritos, California (the “Lease”). The Lease commenced on September 1, 2025 and expires on June 30, 2026 and does not have any renewal option. The Company has made the short-term lease election and recognizes lease payments for its short-term lease on a straight-line basis over the lease term.
For the three months ended June 30, 2026 and 2025, lease expense related to the short-term lease was $
Legal Proceedings
On February 6, 2026, the Company entered into a settlement and release agreement with Clear Street LLC (“Clear Street”), pursuant to which the Company agreed to issue
Pursuant to the settlement agreement, the Company and Clear Street agreed to dismiss (a) an action pending in the United States District Court for the Central District of California and (b) an action pending in the United States District Court for the Southern District of New York, in which previously the Court entered a default judgment against the Company in the amount of $
The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims other than those already disclosed. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.
Underwriting Agreement
Prior to the Business Combination in connection with its initial public offering, Iris entered into an underwriting agreement with Cantor was engaged as the underwriters to Iris’ IPO. Cantor was entitled to an underwriting discount of
On October 11, 2023, Iris executed a fee reduction agreement with the underwriters to reduce the deferred underwriting discount of $
On April 30, 2025, the Company settled Iris’ liabilities for $
On October 27, 2025, six months from the closing date of the Business Combination, the remaining $
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Note 8. Fair Value Measurements
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company’s utilized to determine such fair value:
Description | | Level | | June 30, 2026 | | December 31, 2025 | ||
Assets: | $ | — | $ | — | ||||
Liabilities: |
| |
| | ||||
Warrant liability |
| 3 | $ | | $ | | ||
Warrant Liability
Upon closing of the Mergers, Iris’ public and private placement warrants were converted into warrants of the Company, which entitle the holders to purchase shares of the Company’s common stock. The Company’s private placement warrants meet the requirements for liability classification. The fair value of the warrant liabilities were determined using observable data points, such as the fair value of the public warrants as of June 30, 2026 and December 31, 2025. The Company further considered specific unobservable inputs, such as the probability and timing of events and the expected equity value of the underlying shares.
The changes in fair value of Level 3 financial assets and liabilities for the six months ended June 30, 2026 are as follows:
| Warrant liability | ||
Fair value as of January 1, 2026 | $ | | |
Change in fair value |
| | |
Fair value as of June 30, 2026 | $ | | |
The changes in fair value of Level 3 financial assets and liabilities for the six months ended June 30, 2025 are as follows:
| Warrant liability | ||
Fair value as of January 1, 2025 | $ | — | |
Change in fair value |
| | |
Fair value as of June 30, 2025 | $ | | |
Note 9. Subsequent Events
The Company has completed an evaluation of all subsequent events through the date of this filing to ensure that these unaudited condensed consolidated financial statements include appropriate disclosure of events both recognized in the unaudited condensed consolidated financial statements and events which occurred but were not recognized in the unaudited condensed consolidated financial statements. No subsequent events were identified other than those already described within the footnotes above.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Quarterly Report on Form 10-Q (this “Quarterly Report”) covers (a) a period prior to the closing of the Business Combination (as defined below) and (b) a period subsequent to the closing of the Business Combination. References in this report to “we,” “us,” “our” or the “Company” refer to Liminatus Pharma, Inc. (successor to Iris Parent Holding Corp.) and its subsidiaries. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
Some of the statements contained in this document may constitute “forward-looking statements” for purposes of the federal securities laws. All statements, other than statements of historical fact included in this report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the “Risk Factors” section of the Company’s final prospectus for its initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s filings with the SEC can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
The Company is a pre-clinical stage biopharmaceutical company developing novel, immune-modulating cancer therapies. The Company’s candidate IBA101, is a humanized anti CD47 monoclonal antibody. The next generation CD47 checkpoint inhibitor’s initial indication is expected to be patients with advanced solid cancers including non-small cell lung cancer.
The Company is subject to the uncertainty of whether the Company’s intellectual property will develop into successful commercial products.
Business Combination
On November 30, 2022, Iris Acquisition Corp, a Delaware corporation (“Iris”), the Company, Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), Liminatus Merger Sub and SPAC Merger Sub entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).
On March 4, 2025, Iris held a special meeting of stockholders. At the special meeting, Iris’s stockholders voted to approve the Business Combination and adopt the Business Combination Agreement, among other items. In connection with the special meeting, stockholders holding 59,844 Iris Class A Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.74 per share, subject to adjustment for taxes payable from the trust account, for an aggregate redemption amount of $702,359. The redemptions were settled on April 30, 2025, upon the consummation of the Business Combination.
On April 30, 2025 (the “Closing Date”), the Company consummated the business combination contemplated by the Business Combination Agreement, pursuant to which (a) Liminatus Merger Sub merged with and into Liminatus (the “Liminatus Merger”), with Liminatus surviving the Liminatus Merger as a direct wholly-owned subsidiary of the Company, and (b) simultaneously with the Liminatus Merger, SPAC Merger Sub merged with and into Iris (the “SPAC Merger” and, together with the Liminatus Merger, the “Mergers”), with Iris surviving the SPAC Merger as a direct wholly-owned subsidiary of the Company (the transactions contemplated by the foregoing clauses (a) and (b) the “Business Combination”), and in connection therewith the Company changed its name from “Iris Parent Holding Corp.” to “Liminatus Pharma, Inc.”
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Pursuant to the Business Combination Agreement, among other matters, at the effective time of the Business Combination (the “Effective Time”), (i) every issued and outstanding security issued by Iris during its initial public offering (each, an “Iris Unit”) was automatically separated and broken out into its constituent parts and the holder thereof was deemed to hold one share of Iris Class A common stock, par value $0.0001 per share (the “Iris Class A Shares”) and one-fourth of one redeemable warrant that was included as part of each Iris Unit (the “Public Warrants”), and such underlying constituent securities of Iris were converted in accordance with the applicable terms of the Business Combination Agreement, (ii) at the Effective Time, each issued and outstanding Iris Class A Share was converted automatically into and thereafter represent the right to receive one share of common stock, par value $0.0001 per share, of the Company, following which all Iris Class A Shares ceased to be outstanding and were automatically canceled and ceased to exist, (iii) at the Effective Time, each issued and outstanding Public Warrant immediately and automatically represented the right to purchase shares of common stock on the same terms and conditions as are set forth in the applicable warrant agreement, (iv) at the Effective Time, each issued and outstanding non-redeemable warrant of Iris that was issued by Iris in a private placement at the time of the consummation of its initial public offering, entitling the holder thereof to purchase one Iris Class A Share at $11.50 per share, except those issued to Cantor Fitzgerald & Co. (“Cantor”), were forfeited, and (v) the private placement warrants issued to Cantor immediately and automatically represented the right to purchase shares of common stock.
Upon the consummation of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, set the total number of authorized shares of capital to 501,000,000 shares, of which 500,000,000 were designated as common stock, $0.0001 par value per share, and 1,000,000 shares were designated as preferred stock, $0.0001 par value per share.
At the Closing Date, 7,014,633 shares of Iris Class A Shares automatically converted into shares of the Company’s common stock, on a one-for-one basis. Of the total 7,014,633 newly converted shares, 6,900,000 were issued to Iris Acquisition Holdings, LLC, the sponsor of Iris and 114,633 were issued to Iris’ public stockholders in a noncash transaction.
At the Closing Date, the Company issued an aggregate of 1,500,000 shares of the Company’s common stock in a private placement (the “PIPE Shares”) for the total consideration of $15,000,000 (the “PIPE Financing”). The PIPE Financing consisted of a cash and –non-cash component. Under the cash component, the Company received gross proceeds of $10,556,500, of which $7,129,500 came directly from the PIPE investor and $3,427,000 were funded indirectly by the PIPE investor, through promissory notes between Prophase Sciences, LLC, a related party of the Company, and Liminatus. At the Closing Date, the $3,427,000 in related party debts between Prophase Sciences, LLC and Liminatus was ultimately converted into shares as part of the PIPE Financing. As part of the PIPE Financing, the gross proceeds satisfied principal and accrued interest totaling $3,316,756, which was ultimately converted into shares as part of the PIPE Financing. The - non - cash component of the PIPE Financing included the conversion of $4,443,500 in amounts borrowed from a consortium of related parties. The $4,443,500 borrowed from the related parties were used to fund an unsecured promissory note between Liminatus and Iris. At the Closing Date, the unsecured promissory note was settled and the $4,443,500 in related party debts were ultimately converted into shares of the Company in a noncash transaction.
At the Closing Date, 112,222,220 Liminatus’ member units converted into 17,500,000 shares of the Company’s common stock. Of the 17,500,000 shares of common stock, 4,000,000 were issued to Feelux Co, Ltd. as part of an agreement between the Company, Feelux Co, Ltd. and Car - Tcellkor, Inc. As part of the agreement, the outstanding principal and accrued interest on the Feelux and Car - Tcellkor bonds, totaling $11,481,146, and 9,999,999 member units of Liminatus were converted into 4,000,000 shares of the Company’s common stock. The remaining Liminatus member units were converted based on a conversion ratio of 0.1559 shares per member unit.
Upon consummation of the Business Combination, the Company assumed a total of $10,694,604 in liabilities from Iris. The Company incurred $1,518,381 in transaction costs associated with the closing of the Business Combination. The Company converted a total of $14,797,902 of related party debt and accrued interest, $3,316,756 from the PIPE investor and $11,481,146 from Feelux and Car - Tcellkor (as described above) into common stock. Additionally, a total of $169,201 in accrued interest on related party debts that were converted, as discussed above, was eliminated upon consummation of the Business Combination.
In addition, at the Closing Date, the Company settled Iris’ liabilities for $7,000,000 of the deferred underwriting fees incurred prior to the Closing Date for 700,000 shares of common stock to the underwriters in Iris’s initial public offering. At the Closing Date, the shares were not issued to the underwriter and the Company recorded as a liability with a fair value of $7,049,000. On July 1, 2025, the Company issued the shares to the underwriters, which on July 1, 2025, had a fair value of $7,245,000.
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Liminatus was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). The determination was primarily based on Liminatus’ members prior to the Business Combination having a majority of the voting interests in the combined company, Liminatus’ ability to exert control over the majority of the board of directors of the combined company, Liminatus’ ability to maintain control of the board of directors on a go-forward basis, Liminatus’ senior management comprising the senior management of the combined company, and Liminatus’ operations prior to the Business Combination comprise the ongoing operations of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Liminatus’ issuing stock for the net assets of Iris, accompanied by a recapitalization. The net assets of Iris were stated at fair value, with no goodwill or other intangible assets recorded.
Upon the consummation of the Business Combination, the Iris Class A Shares, Iris Units and Public Warrants ceased trading on the OTC Pink Marketplace, and the Company’s common stock and Public Warrants began trading on The Nasdaq Stock Market (“Nasdaq”) under the trading symbols “LIMN” and “LIMNW,” respectively.
February 2026 Public Offering
On February 18, 2026, we closed a best efforts public offering for the sale of (i) 8,270,000 shares of our common stock, (ii) 5,543,000 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 5,543,000 shares of our common stock and (iii) 20,719,500 common stock purchase warrants (the “Common Stock Warrants”) to purchase up to 20,719,500 shares of common stock, at a combined public offering price of $0.29 per share (or $0.2899 per pre-funded warrant) and accompanying warrant (the “Offering”), for aggregate net proceeds of approximately $3.44 million after deducting the estimated offering expenses, including the placement agent fees. Each pre-funded warrant has an exercise price of $0.0001 per share upon issuance for one share of common stock and will not expire prior to exercise. Each warrant has a reduced exercise price of $0.18 per share, is exercisable upon issuance for one and a half shares of common stock and will expire five years following the date of issuance. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price. Maxim Group LLC (“Maxim”) acted as the placement agent in connection with the Offering.
In connection with the Offering, on February 17, 2026, we entered into a securities purchase agreement (the “Purchase Agreement”) with certain purchasers party thereto. Pursuant to the Purchase Agreement, we agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock or file any registration statement or prospectus, or any amendment or supplement thereto for 180 days after the closing date of the Offering, subject to certain exceptions. We also agreed not to effect or enter into an agreement to effect any issuance of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock involving a Variable Rate Transaction (as defined in the Purchase Agreement) until 180 days after the closing date of the Offering, subject to certain exceptions.
In connection with the Offering, on February 17, 2026, we entered into a placement agency agreement with Maxim, as placement agent in connection with the Offering. We paid Maxim a cash fee of 8.0% of the aggregate gross proceeds raised in the Offering. We also agreed to reimburse Maxim for all reasonable out-of-pocket costs and expenses incurred in connection with the Offering in an aggregate amount up to $100,000. In addition, we issued to Maxim warrants (the “Placement Agent Warrants”) to purchase 690,650 shares of common stock (representing 5.0% of the number of shares of common stock sold in the Offering). The Placement Agent Warrants are immediately exercisable at an exercise price of $0.319 (or 110% of the public offering price for the shares of common stock and common warrants offered in the Offering) and will expire on the fifth anniversary of the commencement of sales of the Offering.
June 2026 Warrant Inducement
On June 3, 2026, we entered into a warrant exercise inducement offer letter (the “Inducement Letter Agreement”) with a holder of our existing common stock warrants exercisable for an aggregate of 10,344,000 shares of our common stock (collectively, the “Existing Warrants”), to exercise its Existing Warrants at a reduced exercise price of $0.18 per share, in exchange for our agreement to issue new common stock warrants to purchase an aggregate of up to 20,688,000 shares of common stock, consisting of (i) warrants to purchase up to 10,344,000 shares of common stock at an exercise price per share of $0.18 (the “New Black-Scholes Warrants”) and (ii) warrants to purchase up to 10,344,000 shares of common stock at an exercise price per share of $0.18 (the “New Change of Control Warrants” and, together with the New Black-Scholes Warrants, the “Inducement Warrants”) (the “Warrant Inducement”). The aggregate gross proceeds
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from the exercise of the Existing Warrants is approximately $1,861,921, before deducting financial advisory fees. The fair value of the Inducement Warrants was $2,211,295 at inducement, or $0.18 per instrument.
In connection with the transaction described above, we entered into a financial advisory services agreement, dated June 3, 2026, with Maxim, pursuant to which we agreed to pay Maxim for its services a cash fee of up to 8% of the gross proceeds received by us in connection with the exercise of the Existing Warrants.
The Warrant Inducement, which resulted in the issuance of the Company’s common stock in exchange for the cash exercise of the Existing Warrants, is considered a modification of the Existing Warrants under the guidance of ASC 815-40. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Existing Warrants to cash exercise their warrants, resulting in the imminent exercise of the Existing Warrants, which raised equity capital and generated net proceeds for the Company. As the Existing Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of $117,806 as an equity issuance cost. The amount of the equity issuance cost recognized for the warrant modification was determined at the incremental fair value of the modified Existing Warrants immediately before and after the warrant modification.
InnocsAI Acquisition
On May 17, 2026, we entered into a Merger Agreement (the “Original Merger Agreement”) with InnocsAI LLC, a Delaware limited liability company (“InnocsAI”), and NamChul Jung, in his capacity as the representative of the members of InnocsAI. Under the Original Merger Agreement, the aggregate consideration payable to the members of InnocsAI consisted of (i) 1,600,000,000 shares of our common stock, valued at an issuance price of $0.20 per share (the “Closing Payment Shares”), and (ii) contingent value rights, on terms to be agreed upon by the parties, representing in the aggregate the right to receive 20% of the net proceeds from any future strategic sale, out-license, transfer or other disposition of, or exit transaction involving, the assets acquired from InnocsAI. Upon completion of the transactions contemplated by the Original Merger Agreement, all issued and outstanding membership interests of InnocsAI were to be canceled and automatically converted into the right to receive the Closing Payment Shares.
The assets to be acquired included a portfolio of oncology-focused biologic and cellular therapy programs centered on CAR-T and antibody-related technologies. These technologies are designed to address certain limitations observed in current approaches to hematologic malignancies and solid tumors, including antigen escape, tumor heterogeneity, limited T-cell persistence, tumor microenvironment-mediated suppression and lineage-restricted target coverage. Chris Kim, our Chief Executive Officer and a member of our board of directors, is also a director of InnocsAI and the Chief Executive Officer and controlling member of Valetudo Therapeutics LLC, a member of InnocsAI.
On June 29, 2026, we, InnocsAI and Mr. Jung amended and restated the Original Merger Agreement (as so amended and restated, the “Amended and Restated Merger Agreement”). The Amended and Restated Merger Agreement revised the structure of the transaction to allow closing prior to obtaining stockholder approval and provided that the 1,600,000,000 shares of our common stock comprising the merger consideration would instead be paid in a combination of shares of common stock and shares of newly designated non-voting convertible preferred stock. As contemplated by the Original Merger Agreement, and subject to the terms and conditions of the Amended and Restated Merger Agreement, InnocsAI would merge with and into a new wholly-owned Delaware subsidiary (“Merger Sub”), with InnocsAI ceasing to exist as a separate legal entity and Merger Sub continuing as the surviving entity (the “InnocsAI Merger”).
Pursuant to the Amended and Restated Merger Agreement, upon completion of the InnocsAI Merger, the members of InnocsAI would receive shares of our common stock up to the maximum number that could be issued without prior stockholder approval under applicable Nasdaq listing rules (or an estimated 19.99% of the outstanding common stock immediately prior to the closing of the InnocsAI Merger). The balance of the merger consideration would be paid in shares of our newly designated Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”), having the rights, preferences, powers and privileges set forth in the applicable Certificate of Designation (as defined below). Each share of Series A Preferred Stock would be convertible into 10,000 shares of common stock. The Series A Preferred Stock would not become convertible unless and until we obtained stockholder approval for the issuance of the underlying shares of common stock to the extent required under applicable Nasdaq listing rules.
On July 2, 2026, the InnocsAI Merger was completed, pursuant to which we acquired InnocsAI. In connection with the closing of the InnocsAI Merger, we issued to the former members of InnocsAI an aggregate of 11,188,729 shares of common stock and an aggregate of 158,881.1271 shares of Series A Preferred Stock.
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Pursuant to the Amended and Restated Merger Agreement, we acquired InnocsAI which is primarily composed of intangible assets (i.e. its portfolio of oncology-focused biologic and cellular therapy program). The InnocsAI Merger is further considered an asset acquisition under ASC 805 as it does not meet the definition of a business since substantially all of the fair value of the assets acquired are concentrated in a group of similarly identifiable assets. Furthermore, the InnocsAI Merger was deemed to be an asset acquisition as InnocsAI did not meet the definition of a business under SEC Rule 11-01 (d) of Regulation S-X (“Rule 11-01 (d)”), where a business, for purposes of Rule 11-01 (d), is identified by the continuity of operations before and after the transaction. InnocsAI has no substantive revenue producing activities, employee base, sales force, customer base, operating rights or production techniques, thus, not meeting the definition of a business under Rule 3-05.
On June 29, 2026, in connection with the Amended and Restated Merger Agreement, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the existing members of InnocsAI, pursuant to which we have agreed to provide such holders with “piggy-back” and Form S-3 registration rights, covering shares of common stock (including shares issuable upon conversion of preferred stock) received in the InnocsAI Merger. We have agreed to bear the registration expenses.
On June 29, 2026, in connection with the Amended and Restated Merger Agreement, InnocsAI, for the benefit of the Company and its affiliates, successors and subsidiaries, entered into a non-competition and non-solicitation agreement (the “Non-Compete Agreement”) with certain key employees of InnocsAI, pursuant to which each subject party has agreed not to compete with or solicit the employees, customers, or suppliers of InnocsAI and its affiliates for two years after the merger closing, and to maintain confidentiality regarding company information.
Results of Operations
Comparison of the Three Months Ended June 30, 2026 and 2025
The following is a comparative of our results of operations for the three months ended June 30, 2026 and 2025:
| For the three months ended June 30, |
| ||||||||||
| 2026 | | 2025 | | Change | | % |
| ||||
General and administrative | $ | 778,908 | $ | 1,118,211 | $ | (339,303) |
| (30) | % | |||
Research and development |
| 600,000 |
| — |
| 600,000 |
| — | % | |||
Total operating expenses |
| 1,378,908 |
| 1,118,211 |
| 260,697 |
| 23 | % | |||
Loss from operations |
| (1,378,908) |
| (1,118,211) |
| (260,697) |
| 23 | % | |||
Other (expense) income, net |
| (28,351) |
| 1,231,498 |
| (1,259,849) |
| (102) | % | |||
Net (loss) income | $ | (1,407,259) | $ | 113,287 | (1,520,546) |
| (1,342) | % | ||||
Operating Expenses
General and Administrative Expenses
General and administrative expenses consists primarily of professional service fees, including accounting and legal services and other general operating expenses. General and administrative expenses decreased by $339,303 during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily due to accounting and legal expenses incurred in connection with the Business Combination during the three months ended June 30, 2025, as compared to no such costs during the three months ended June 30, 2026.
Research and Development Expenses
Research and development expenses consist of costs incurred by InnoBation Bio Co, Ltd. (“Innobation”) who is performing the research and development activities for the Company in accordance with the license agreements with Innobation. Research and development expenses increased by $600,000 as a result of costs incurred under the CD47 license agreement during the three months ended June 30, 2026 as compared no such costs incurring during the three months ended June 30, 2025.
Other (Expenses) Income, net
The other (expense) income, net decreased by $1,259,849 from $1,231,498 of other income for the three months ended June 30, 2025 to $28,351 of other expense for the three months ended June 30, 2026. The decrease in other (expenses) income, net is primarily
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due to a decrease in amounts of unrelated vendor payables forgiven of $2,130,782. Furthermore, the Company recognized an unrealized loss on the change in the fair value of deferred underwriting fee common stock payable of $756,000 during the three months ended June 30, 2025 as compared to no such loss during the three months ended June 30, 2026.
Comparison of the Six Months Ended June 30, 2026 and 2025
The following is a comparative of our results of operations for the six months ended June 30, 2026 and 2025:
| For the six months ended June 30, |
| ||||||||||
| 2026 | | 2025 | | Change | | % |
| ||||
General and administrative | $ | 1,479,806 | $ | 1,382,431 | $ | 97,375 |
| 7 | % | |||
Research and development |
| 1,000,000 |
| — |
| 1,000,000 |
| — | % | |||
Total operating expenses |
| 2,479,806 |
| 1,382,431 |
| 1,097,375 |
| 79 | % | |||
Loss from operations |
| (2,479,806) |
| (1,382,431) |
| (1,097,375) |
| 79 | % | |||
Other (expense) income, net |
| (51,167) |
| 1,168,192 |
| (1,219,359) |
| (104) | % | |||
Net loss | $ | (2,530,973) | $ | (214,239) | (2,316,734) |
| 1,084 | % | ||||
Operating Expenses
General and Administrative Expenses
General and administrative expenses consists primarily of professional service fees, including accounting and legal services and other general operating expenses. General and administrative expenses increased by $97,375 during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 primarily due to higher accounting and legal expenses incurred as a result of the Company operating as a publicly traded company following the closing of the Business Combination, whereas the Company was not publicly traded prior to the Business Combination.
Research and Development Expenses
Research and development expenses consist of costs incurred by Innobation who is performing the research and development activities for the Company in accordance with the license agreements with Innobation. Research and development expenses increased by $1,000,000 as a result of costs incurred under the CD47 license agreement during the six months ended June 30, 2026 as compared to no such costs incurring during the six months ended June 30, 2025.
Other (Expenses) Income, net
The other (expense) income, net decreased by $1,219,359 from $1,168,192 of other income for the six months ended June 30, 2025 to $51,167 of other expense for the six months ended June 30, 2026. The decrease in other (expenses) income, net is primarily due to a decrease in amounts of unrelated vendor payables forgiven of $2,130,782 during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Furthermore, the Company recognized an unrealized loss on the change in the fair value of deferred underwriting fee common stock payable of $756,000 during the six months ended June 30, 2025 as compared to no such loss during the six months ended June 30, 2026.
Liquidity and Capital Resources
The Company is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for one year after the date that the condensed consolidated financial statements are issued. Through June 30, 2026, the Company has funded its operations mainly through equity and debt financings, including the proceeds from the Mergers, the PIPE Financing, the Offering and the Warrant Inducement.
As of June 30, 2026, the Company had $3,017,096 of cash in its bank accounts. As of June 30, 2026, there was $1,442,500 of related party debts, which are included in short-term debt, related parties in the accompanying unaudited condensed consolidated balance sheets (see Note 4).
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The Company has an accumulated deficit of $41,402,706 as of June 30, 2026. The Company had a loss from operations and net loss of $2,479,806 and $2,530,973, respectively, for the six months ended June 30, 2026. The Company had a loss from operations and net loss of $1,378,908 and $1,407,259, respectively, for the three months ended June 30, 2026.
On February 18, 2026, the Company completed a “best efforts” public offering of (i) 8,270,000 shares of its common stock, (ii) 5,543,000 Pre-Funded Warrants to purchase up to 5,543,000 shares of common stock and (ii) 20,719,500 Common Stock Warrants to purchase up to 20,719,500 shares of common stock, at a combined public offering price of $0.29 per share (or $0.2899 per Pre-Funded Warrant) and accompanying warrant. In connection with the Offering, the Company received net proceeds of $3,444,427, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.
On June 3, 2026, the Company entered into the Inducement Letter Agreement with a holder of its Existing Warrants to exercise 10,344,000 of its Existing Warrants at a reduced exercise price of $0.18 per share for an aggregate of 10,344,000 shares of its common stock. In connection with the Warrant Inducement, the Company received net proceeds of $1,622,967, after deducting the estimated offering expenses payable by the Company including the placement agent fees.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, Presentation of Financial Statements—Going Concern, management has concluded that there is substantial doubt about its ability to continue as a going concern for one year after the date that the accompanying unaudited condensed consolidated financial statements are issued. The Company’s unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Management’s plans relating to the above include raising additional cash through further equity and debt financings or other arrangements to fund operations. There can be no assurance that the Company will be able to raise adequate capital under acceptable terms, if at all. The sale of additional equity may dilute existing members and newly issued equity securities may contain senior rights and preferences compared to currently outstanding common stock. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to stockholders. If the Company is unable to obtain such additional financing, future operations would need to be reevaluated.
Cash Flows
The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025:
| For the six months ended June 30, |
| ||||||||||
| 2026 | | 2025 | | Change | | % |
| ||||
Net cash used in operating activities | $ | (2,985,288) | $ | (8,975,859) | $ | 5,990,571 |
| (67) | % | |||
Net cash used in investing activities |
| — |
| (775,000) |
| 775,000 |
| (100) | % | |||
Net cash provided by financing activities |
| 5,664,729 |
| 11,032,762 |
| (5,368,033) |
| (49) | % | |||
Net change in cash | $ | 2,679,441 | $ | 1,281,903 | $ | 1,397,538 |
| 109 | % | |||
Net cash used in operating activities for the six months ended June 30, 2026 decreased by $5,990,571 as compared to the six months ended June 30, 2025. The decrease in cash used in operating activities is primarily due to decreases in due from related parties of $3,427,000, a decrease in amounts of unrelated vendor payables forgiven of $2,142,297, payment of accounts payable and accrued expenses of $1,812,806 and amounts due to research and development partner of $1,782,297 offset by an increase in net loss of $2,391,734 and increase in the fair value of deferred underwriting fees of common stock payable of $756,000, for the six months ended June 30, 2026 as compared to the same period in the prior year.
The decrease is further a result of operating activities, adjusted for non-cash transactions including forgiveness of unrelated vendor payables of $2,142,297 offset by the change in the fair value of deferred underwriting fees of common stock payable of $756,000 for the six months ended June 30, 2026 as compared to no such activity during the six months ended June 30, 2025
Net cash used in investing activities for the six months ended June 30, 2026 decreased by $775,000 as compared to the six months ended June 30, 2025. The decrease in cash used in investing activities is primarily due to less issuances of loans to Iris due to the completion of the Business Combination.
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Net cash provided by financing activities for the six months ended June 30, 2026 decreased by $5,368,033 as compared to the six months ended June 30, 2025. The decrease in cash provided by financing activities is primarily due to gross proceeds received of $10,556,500, offset by $2,563,738 in payments for transaction costs in connection with the Business Combination during the six months ended June 30, 2025 as compared to the aggregate gross proceeds of $5,664,729 received from the Offering, the Warrant Inducement and the exercise of warrants during the six months ended June 30, 2026. Further, the Company had proceeds from related party debt of $4,340,000, which is offset by payments of related party debt of $1,300,000 during the six months ended June 30, 2025. No such payments occurred during the six months ended June 30, 2026.
Critical Accounting Policies and Estimates
The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The actual results could materially differ from those estimates.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance, modification, and as of each subsequent quarterly period end date while the warrants are outstanding. As of June 30, 2026, 20,688,000 Inducement Warrants, 9,625,500 Common Stock Warrants, 690,650 Placement Agent Warrants and 5,094,623 Public Warrants were accounted for as equity-classified instruments and 835,555 private placement warrants were accounted for as liability-classified instruments.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash gain or loss on the accompanying consolidated statements of operations and comprehensive loss. The Company assesses the classification of its warrants at each reporting date to determine whether a change in classification between equity and liability is required. During the three and six months ended June 30, 2026, the Company had an unrealized gain on the change in fair value of the warrant liabilities of $29,245 and $33,423, respectively. During the three and six months ended June 30, 2025, the Company had an unrealized gain on the change in fair value of the warrant liabilities of $116,894.
Recently Issued Accounting Pronouncements – Not Yet Adopted
On November 4, 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements; however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its unaudited condensed consolidated financial statements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer (who is our principal executive officer) and Chief Financial Officer (who is our principal financial officer), conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of June 30, 2026.
Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the quarter ended June 30, 2026, our disclosure controls and procedures were not effective due to the material weaknesses described below.
Management has identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in a company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis. The Company identified material weaknesses in its internal controls related to the Company related to: (1) the lack of a formalized control environment and oversite of controls over financial reporting and (2) having inadequate segregation of duties due to the size of the Company’s staff.
After identifying the material weaknesses, we have commenced our remediation efforts by taking the following steps:
| ● | We are in the process of designing formal written policies and procedures regarding internal controls over financial reporting. |
| ● | We are increasing communication with our personnel and third-party professionals with whom we consult regarding complex accounting applications. |
| ● | We are evaluating the need for additional qualified personnel. |
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the most recent fiscal quarter that materially affected, or was reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this report:
No. | | Description of Exhibit |
31.1 | ||
31.2 | ||
32.1* | ||
32.2* | ||
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Furnished herewith
33
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 thereunto duly authorized.
LIMINATUS PHARMA, INC. | ||
Date: August 14, 2026 | By: | /s/ Chris Kim |
Name: Chris Kim | ||
Title: Chief Executive Officer | ||
(Principal Executive Officer) | ||
Date: August 14, 2026 | By: | /s/ Scott Dam |
Name: Scott Dam | ||
Title: Chief Financial Officer | ||
(Principal Financial Officer) | ||
34