LIMN 8-K
Liminatus Pharma, Inc. (LIMN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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INTRODUCTORY NOTE
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Registrant,” the “Combined Company,” the “Company” and “ParentCo” refer to Liminatus Pharma, Inc. (formerly known as Iris Parent Holding Corp.), a Delaware corporation, after giving effect to the Business Combination (as defined below), and where appropriate, our wholly-owned subsidiaries (including Liminatus Pharma, LLC) following the Closing Date (as defined below). Furthermore, unless otherwise stated or unless the context otherwise requires, references to “Iris” refer to Iris Acquisition Corp (formerly known as Tribe Capital Growth Corp I), a Delaware corporation, prior to the Closing Date, and references to “Liminatus” refer to Liminatus Pharma, LLC, a Delaware limited liability company, prior to the Closing Date. All references herein to the “Board” refer to the board of directors of the Company.
Terms used in this Current Report on Form 8-K (this “Report”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meanings given to such terms in the Proxy Statement/Prospectus filed by Iris with the U.S. Securities and Exchange Commission (the “SEC”) on February 7, 2025 (the “Proxy Statement/Prospectus”) and such definitions are incorporated herein by reference.
This Report incorporates by reference certain information from reports and other documents that were previously filed with the SEC, including certain information from the Proxy Statement/Prospectus. To the extent there is a conflict between the information contained in this Report and the information contained in such prior reports and documents and incorporated by reference herein, the information in this Report controls.
Closing of Business Combination
On April 30, 2025 (the “Closing Date”), the Company completed the business combination contemplated by the Business Combination Agreement, dated as of November 30, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) by and among Iris, ParentCo, Liminatus Pharma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“Liminatus Merger Sub”), SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“SPAC Merger Sub” and together with Liminatus Merger Sub, the “Merger Subs”), and Liminatus. The Business Combination Agreement was previously reported on the Current Report on Form 8-K filed by Iris with the SEC on December 1, 2022.
Completion of the Mergers
As previously reported on the Current Report on Form 8-K filed by Iris with the SEC on March 10, 2025, Iris held a special meeting of stockholders on March 4, 2025 (the “Special Meeting”). At the Special Meeting, Iris’ stockholders approved the proposals outlined in the Proxy Statement/Prospectus, including, among other things, adoption of the Business Combination Agreement and approval of the transactions contemplated by the Business Combination Agreement, including: (a) the merger of Liminatus Merger Sub with and into Liminatus (the “Liminatus Merger”), with Liminatus surviving the Liminatus Merger as a direct wholly-owned subsidiary of ParentCo, and (b) simultaneously with the Liminatus Merger, the merger of SPAC Merger Sub 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 ParentCo (the transactions contemplated by the foregoing clauses (a) and (b) the “Business Combination,” and together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”), and the issuance of the Company’s securities as consideration thereunder, as described in the section titled “The Business Combination Proposal” beginning on page 103 of the Proxy Statement/Prospectus.
On the Closing Date, (i) Iris effected the SPAC Merger by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), and (ii) the Company effected the Liminatus Merger by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the Delaware Limited Liability Company Act (the “DLLC Act”), with each of the Mergers being consummated and effective simultaneously as of April 30, 2025. The certificates of merger are filed herewith as Exhibits 2.2 and 2.3.
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In connection with the Business Combination, the Company filed an amended and restated certificate of incorporation (the “ParentCo Certificate of Incorporation”), which, among other things, changed the Company’s name to “Liminatus Pharma, Inc.” The ParentCo Certificate of Incorporation is filed herewith as Exhibit 3.1.
On the Closing Date, the Business Combination, among other transactions contemplated by the Business Combination Agreement, was completed (the “Closing”).
Effect of the Business Combination on Existing Iris Equity
Pursuant to the Business Combination Agreement:
| (i) | immediately prior to the effective time of the Mergers (the “Effective Time”), every issued and outstanding Iris Unit automatically separated into its constituent parts and the holder thereof were 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 whole redeemable warrant that was included as part of each Iris Unit (the “Public Warrants”); |
| (ii) | at the Effective Time, each issued and outstanding Iris Class A Share converted automatically into one share of common stock, par value $0.0001 per share of ParentCo (“ParentCo Common Stock”), following which all Iris Class A Shares were automatically cancelled and ceased to exist and be outstanding; |
| (iii) | at the Effective Time, each issued and outstanding Public Warrant, in accordance with the terms of the Warrant Agreement, immediately and automatically converted into the right to purchase shares of ParentCo Common Stock on the same terms and conditions as are set forth in the Warrant Agreement (each a “ParentCo Public Warrant”); |
| (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 (the “Private Placement Warrants”), except those issued to Cantor Fitzgerald & Co. (“Cantor”), were forfeited; and |
| (v) | at the Effective Time and in accordance with the Warrant Agreement, each Private Placement Warrant issued to Cantor immediately and automatically converted into the right to purchase shares of ParentCo Common Stock on the same terms and conditions as are set forth in the Warrant Agreement (each a “ParentCo Private Placement Warrant”). |
At the Effective Time, each share of common stock of SPAC Merger Sub outstanding immediately prior to the Effective Time converted into an equal number of shares of common stock of Iris each of which is held by ParentCo, with the same rights, powers and privileges as the shares so converted, and such shares constituted the only outstanding shares of capital stock of Iris.
Merger Consideration
At the Closing, pursuant to the terms of the Business Combination Agreement, the aggregate consideration paid in the Transactions to the direct or indirect owners of Liminatus consisted of 17.5 million shares of ParentCo Common Stock (based on a deemed price of $10.00 per share of ParentCo Common Stock).
The foregoing description of the Business Combination does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement and the amendments to the Business Combination Agreement, which are filed herewith as Exhibit 2.1 and incorporated herein by reference.
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Sponsor Forfeiture
In connection with the Business Combination, pursuant to the terms of the Sponsor Forfeiture Agreement, Iris Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), forfeited 4,177,778 Private Placement Warrants effective immediately prior to the Closing.
PIPE Equity Investment
Concurrently with the Closing of the Business Combination, pursuant to the terms of the PIPE Equity Subscription Agreement, the Company completed its PIPE Equity Investment, issuing and selling 1,500,000 shares of ParentCo Common Stock in a private placement to an accredited investor (the “PIPE Investor”), at a purchase price per share of $10.00, for an aggregate purchase price of $15,000,000, issued in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 1.01. Entry into a Material Definitive Agreement.
The disclosure set forth in the “Introductory Note” above is incorporated into this Item 1.01 by reference.
Related Agreements
Amended and Restated Registration Rights Agreement
On the Closing Date, ParentCo entered into an Amended and Restated Registration Rights Agreement (the “RRA”) with the Sponsor, Cantor, certain former members of Liminatus and the PIPE Investor. Pursuant to the RRA, ParentCo agreed to file a resale shelf registration statement on behalf of the ParentCo security holders party to the agreement within 30 days after the closing of the Business Combination. The RRA also provides certain demand rights and piggyback rights to ParentCo stockholders, subject to certain specified underwriter cutbacks and issuer blackout periods. ParentCo will bear all costs and expenses incurred in connection with the resale shelf registration statement, any demand registration statement, any underwritten takedown, any block trade, any piggyback registration statement prior to its withdrawal and all expenses incurred in performing or complying with its other obligations under the RRA, whether or not the registration statement becomes effective. The RRA will terminate with respect to any holder party thereto, on the date that such holder party no longer holds any registrable securities.
The foregoing description of the RRA does not purport to be complete and is qualified in its entirety by the terms and conditions of the RRA, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Lock-Up Agreement
Concurrently with the execution of the Business Combination Agreement, ParentCo entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with the Sponsor and certain Liminatus Members with respect to the shares of ParentCo Common Stock issued as consideration under the Business Combination Agreement. The Lock-Up Agreement includes, among other things, the following provisions:
Certain Liminatus Members will not be able to transfer any shares of ParentCo Common Stock beneficially owned or otherwise held by them for a period that is the earlier of: (a) for one-third of the shares, six months after the Closing Date, for one-third of the shares, twelve months after the Closing Date; and for one-third of the shares, twenty-four months after the Closing Date; (b) the date on which the closing price of the ParentCo Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) for any 20 trading days within any 30-trading day period; or (c) the date on which ParentCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of ParentCo’s stockholders having the right to exchange their shares of ParentCo common stock for cash, securities or other property.
The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of the Lock-Up Agreement, which is filed herewith as Exhibit 10.2 and incorporated herein by reference.
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Indemnification Agreements
On the Closing Date, the Company entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements require the Company to indemnify its directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers or any other company or enterprise to which the person provides services at the Company’s request.
The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the full text of the form of indemnification agreement, which is filed herewith as Exhibit 10.5 and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference.
In connection with the vote at the Special Meeting on March 4, 2025, public stockholders holding 59,844 Iris Class A Shares exercised their right to redeem such shares for a pro rata portion of the funds in the trust account established at the consummation of Iris’ initial public offering (the “Trust Account”). As a result, approximately $702,359 (approximately $11.74 per share) was removed from the Trust Account to pay such holders. Immediately after giving effect to the redemption of 59,844 Iris Class A Shares in connection with the Business Combination, there were 114,633 public shares and 6,900,000 public warrants outstanding.
Upon the consummation of the Business Combination, Iris’s Class A common stock, units and public warrants ceased trading on the OTC Pink Marketplace, and ParentCo Common Stock and ParentCo Public Warrants began trading on The Nasdaq Stock Market (“Nasdaq”) on May 1, 2025, under the symbols “LIMN” and “LIMNW,” respectively.
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FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as Iris was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company, as the successor issuer to Iris, is providing the information below that would be included in a Form 10 if the Company were to file a Form 10. Please note that the information provided below relates to the Company as the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.
Forward-Looking Statements
Certain statements contained in this Report may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and for purposes of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, including as they relate to the Company. These statements constitute projections, forecasts, and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Report, forward-looking statements may be identified by the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “future,” “intend,” “may,” “might,” “strategy,” “opportunity,” “plan,” “project,” “possible,” “potential,” “project,” “predict,” “scales,” “representative of,” “valuation,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The Company cautions readers of this Report that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control, which could cause the actual results to differ materially from the expected results. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, other performance metrics, projections of market opportunity, expected management and governance of the Company. These statements are based on various assumptions, whether or not identified in this Report, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. The risk factors and cautionary language contained in this Report, and incorporated herein by reference, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in such forward-looking statements, including among other things:
| · | changes in the competitive industries and markets in which the Company operates or plans to operate; |
| · | changes in applicable laws or regulations affecting the Company’s business; |
| · | the Company’s ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and identify and realize additional opportunities; |
| · | risks related to the Company’s potential inability to achieve or maintain profitability and generate significant revenue; |
| · | current and future conditions in the global economy, including as a result of economic uncertainty, and its impact on the Company, its business and the markets in which it operates; |
| · | the Company’s potential inability to manage growth effectively; |
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| · | the Company’s ability to recruit, train and retain qualified personnel; |
| · | estimates for the prospects and financial performance of the Company’s business may prove to be incorrect or materially different from actual results; |
| · | costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination; |
| · | risks related to the Company’s marketing and growth strategies; |
| · | the effects of competition on the Company’s business; |
| · | expectations with respect to future operating and financial performance and growth, including when the Company will generate positive cash flow from operations; |
| · | the Company’s ability to raise funding on reasonable terms as necessary to develop its products in the timeframe contemplated by its business plan; |
| · | the inability to maintain the listing of the Company’s common stock and warrants on Nasdaq following the Business Combination; |
| · | other risks and uncertainties indicated in this Report, including those under “Risk Factors” beginning on page 26 in the Proxy Statement/Prospectus and other filings that have been made or will be made with the SEC by the Company. |
In addition, there may be events that the Company’s management is not able to predict accurately or over which the Company has no control.
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Business
The business of the Company is described in the Proxy Statement/Prospectus in the section titled “Business of Liminatus” beginning on page 184, which is incorporated herein by reference.
Risk Factors
The risks associated with the Company are described in the Proxy Statement/Prospectus, including those under “Risk Factors” beginning on page 26 in the Proxy Statement/Prospectus and specifically including in the sections titled “Risk Factors – Risks Related to Liminatus’s Business and Operations” beginning on page 26 of the Proxy Statement/Prospectus, which are incorporated herein by reference.
Financial Information
The audited financial statements of ParentCo for the fiscal years ended December 31, 2024 and 2023 are filed herewith as Exhibit 99.1.
The audited financial statements of Liminatus for the fiscal years ended December 31, 2024 and 2023 are filed herewith as Exhibit 99.2.
The audited financial statements of Iris for the fiscal years ended December 31, 2024 and 2023 are incorporated by reference to pages 52-75 in the Annual Report on Form 10-K for the year ended December 31, 2024 filed by Iris with the SEC on April 16, 2025 (the “Iris Form 10-K”).
Properties
The business address of Liminatus’s principal executive office is 6 Centerpointe Dr. #625, La Palma, California 90623.
The Company believes that all of its properties have been adequately maintained, are generally in good condition, are suitable and adequate for its business.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Liminatus for the fiscal years ended December 31, 2024 and 2023 is set forth below.
Unless the context otherwise requires, for purposes of this section, the terms “we,” “us,” “our,” “the Company” or “Liminatus” refer to Liminatus Pharma, LLC prior to the consummation of the Business Combination. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties, and assumptions. As a result of many factors, including those set forth in the “Risk Factors” section of this filing, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
We are a pre-clinical stage life sciences and pre-revenue company developing a next generation CD47 checkpoint inhibitor under a license agreement. In October 2022, the Company was assigned a license and development agreement, as amended, with InnoBation Bio Co. Ltd (“InnoBation”) (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 Therapeutics LLC (“Valetudo”), a related party of the Company.
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We were formed in Delaware on April 12, 2018.
Since our inception, our operations have focused on raising capital and entering into license and development agreements for conducting research and development activities for our products. We do not have any product candidates approved for sale and have not generated any revenue from product sales. We have funded our operations through the sale of equity, raising an aggregate of $4.5 million of gross proceeds from the sale of membership interests, and debt, issuing $10.0 million of bonds and $10.0 million of notes through December 31, 2024. Subsequent to December 31, 2024, the Company raised additional gross proceeds of $0.7 million of notes with Amantes, LLC (“Amantes”) and Prophase Sciences LLC (“Prophase”), both of which are related parties of the Company.
Since our inception, we have incurred significant operating losses. Our net loss was $3.5 million and $5.0 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of $28.7 million. We anticipate that our expenses will increase significantly in connection with our ongoing activities, as we:
| · | conduct clinical trials for our CD47 product, as well as initiate and complete additional trials of future potential product candidates; |
| · | seek regulatory approval for any product candidates that successfully complete clinical trials; |
| · | scale up our clinical and regulatory capabilities; |
| · | manufacture materials for clinical trials or potential commercial sales; |
| · | establish a commercialization infrastructure and scale up manufacturing and distribution capabilities to commercialize any product candidates for which we may obtain regulatory approval; |
| · | adapt our regulatory compliance efforts to incorporate requirements applicable to marketed products; |
| · | maintain, expand, and protect our intellectual property portfolio; |
| · | hire additional clinical, manufacturing quality control, regulatory, manufacturing, and scientific and administrative personnel; |
| · | add operational, financial and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts; and |
| · | incur additional legal, accounting, and other expenses in operating as a public company. |
Business Combination
On November 30, 2022, we entered into a business combination agreement (the “Business Combination Agreement”), with Iris Acquisition Corp, a Delaware publicly traded special purpose acquisition company (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Liminatus Pharma Merger Sub, Inc., a wholly-owned subsidiary of ParentCo (“Liminatus Merger Sub”), and SPAC Merger Sub, Inc., a wholly-owned subsidiary of ParentCo (“SPAC Merger Sub” and together with Liminatus Merger Sub, the “Merger Subs”).
On June 1, 2023, we entered into an amendment to the Business Combination Agreement to extend the Outside Date, as defined in the Business Combination Agreement, to September 11, 2023.
On August 14, 2023, we entered into a second amendment to the Business Combination Agreement to extend the Outside Date, as defined in the Business Combination Agreement, to March 9, 2024.
On March 9, 2024, we entered into a third amendment to the Business Combination Agreement to extend the Outside Date, as defined in the Business Combination Agreement, to July 31, 2024.
On July 19, 2024, we entered into a fourth amendment to the Business Combination Agreement to extend the Outside Date, as defined in the Business Combination Agreement, to September 3, 2024.
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On August 16, 2024, we entered into a fifth amendment to the Business Combination Agreement to extend the Outside Date, as defined in the Business Combination Agreement, to December 31, 2024.
On October 23, 2024, we entered into a sixth amendment to the Business Combination Agreement to, among other things, reduce the enterprise value associated with the Company to $175 million.
On December 26, 2024, we entered into a seventh amendment to the Business Combination Agreement to extend the Outside Date, as defined in the Business Combination Agreement, to June 30, 2025.
In consideration of the Liminatus Merger, our securityholders will receive 17,500,000 newly issued shares of ParentCo’s common stock with an aggregate equity value of $175.0 million.
Pursuant to the Business Combination Agreement, on April 30, 2025, in sequential order: (a) Liminatus Merger Sub merged with and into Liminatus, with Liminatus continuing as the surviving company and a wholly owned subsidiary of ParentCo (the “Liminatus Merger”) and (b) simultaneously with the Liminatus Merger, SPAC Merger Sub merged with and into Iris (the “SPAC Merger,” together with the Liminatus Merger (the “Mergers”)), with Iris surviving the SPAC Merger as a direct wholly-owned subsidiary of ParentCo.
License Agreements
TDT Licenses
In June 2018, we entered into a license and development agreement with TDT (the “CAR-T License”), whereby we received an exclusive license to develop and commercialize CAR-T products and a non-exclusive license to develop and commercialize companion diagnostics used to monitor treatment with a CAR-T product (the “CAR-T Diagnostics”). Under the CAR-T License, we made an upfront payment recorded as research and development expenses in the year ended December 31, 2018 and fund all of the development costs for the CAR-T products and the CAR-T Diagnostics which began with an additional upfront payment made during the year ended December 31, 2018 of $5.0 million, recorded as advances for research and development in the balance sheet.
On April 10, 2020, we were assigned a license and development agreement with TDT (the “Vaccine License”), whereby we received an exclusive license to develop and commercialize vaccine products and a non-exclusive license to develop and commercialize companion diagnostics used to monitor treatment with a vaccine product, from Viral Gene, Inc. (“Viral Gene”), our related party due to the fact that Viral Gene and Liminatus share a mutual Chief Executive Officer. Under the Vaccine License, we were responsible for all of the developmental costs for the Vaccine products after the upfront payment of $4.0 million, which was paid by Viral Gene to TDT.
Upon the assignment of the Vaccine License on April 10, 2020, we recorded advances for research and development of $1.8 million for the remaining amount of the upfront payment to TDT to be used on research and development costs and short-term debt of $0.4 million and accrued interest of $18,000 for the outstanding loan and related interest due to TDT for the annual fee that was not paid by Viral Gene, with an offset of $1.0 million recorded to additional paid-in capital in the balance sheet.
On August 11, 2024, the Company received notice from TDT, exercising its right to terminate the License and Development Agreement, dated June 10, 2018, by and between TDT and Liminatus. As of August 2024, the CAR-T License and Vaccine License have been terminated.
As of December 31, 2024, the Company and TDT are engaged in negotiations associated with the amounts due to TDT of $2.2 million, which has been accrued on the Company’s balance sheet. Due to the termination of the License and Development Agreement between the Company and TDT, the Company is uncertain as to amounts it will be required to pay to TDT, if any. As of December 31, 2024, no agreement has been reached between the parties, and the amount remains fully accrued until a final agreement has been executed between the two parties in accordance with ASC 450-30, Contingencies - Gain Contingencies.
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Metavagen License
In December 2022, we entered into a Subscription Agreement In Kind (the “Metavagen License”) with Metavagen LLC (“Metavagen”), owned by Chris Kim and thus an entity under common control with us, whereby we received the license rights initially granted from InnoBation to Metavagen to develop, market and sell YN1203, InnoBation Bio CAR NK biomarkers, including devices, compounds and products used to detect analyte in body or tissue in exchange for 40,000,000 shares of our Class A member units. The Metavagen License transaction was consummated as we had the right to use the license, but the license was not transferred. The license is recorded at Metavagen’s cost basis of zero, thus we recorded Class A membership interest of $0.4 million, for the par value of the units issued, with an offsetting reduction to additional paid-in capital. In March 2023, the Metavagen License was cancelled, and our membership interest was returned. As our cost basis of the license is zero, we recorded the reversal of the membership interest of $0.4 million with an offsetting increase to additional paid-in capital.
CD47 License with InnoBation
On October 1, 2022, we signed an agreement, as amended (the “CD47 Assignment Agreement”), to be assigned the License and Development Agreement by and between InnoBation and Valetudo, our related party and an entity under common control with us, effective March 31, 2023. Under the CD47 Assignment Agreement, we received exclusive worldwide rights to develop and commercialize the CD47 immune checkpoint inhibitor to treat solid cancers, and companion diagnostics used to monitor treatment with CD47 products. On March 31, 2023, we issued 78,555,554 shares of our Class A member units to Curis Biotech Holdings LLC, the parent company of Valetudo, as consideration for the CD47 Assignment Agreement. The license was recorded at Valetudo’s costs basis of zero, thus we recorded class A membership interest of $0.8 million, for the par value of the units issued, with an offset to additional paid-in capital in our balance sheet. We will also pay license fees and management fees to be mutually agreed with InnoBation from time to time.
We have not paid and do not owe any license fees, management fees, developmental or regulatory milestone payments or royalty payments under the CD47 License to date.
Components of Results of Operations
Revenue
To date, we have not generated any revenue from any sources, including from product sales, and we do not expect to generate any revenue from the sale of products in the foreseeable future. If our development efforts for our product candidates are successful and result in regulatory approval, or license agreements with third parties, we may generate revenue in the future from product sales. However, there can be no assurance as to when we will generate such revenue, if at all.
Operating Expenses
Research and Development Expenses
Research and development costs primarily consist of costs incurred by TDT who was performing our preclinical and clinical trials for our products in accordance with the license agreements with TDT and the annual fee paid to TDT. Research and development expenses are recognized as incurred and payments made prior to costs being incurred are capitalized until the costs are incurred. Costs incurred in obtaining technology licenses through asset acquisitions are charged to research and development expense if the licensed technology has not reached technological feasibility and has no alternative future use. Research and development expenses could include:
| · | external research and development expenses incurred under agreements with clinical research to conduct our preclinical studies, including: |
| · | labor costs for TDT employees involved in research and development efforts; |
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| · | costs related to manufacturing material for preclinical studies and clinical trials, including fees paid to contract manufacturing organizations; |
| · | laboratory supplies and research materials; |
| · | costs related to compliance with regulatory requirements; and |
| · | allocated expenses for facilities, depreciation, and other allocated cost. |
Research and development activities are central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We plan to substantially increase our research and development expenses for the foreseeable future as we develop our product candidates and manufacturing processes and conduct discovery and research activities for our preclinical and clinical programs. We cannot determine with certainty the timing of initiation, the duration or the completion costs of current or future preclinical studies and clinical trials of our product candidate due to the inherently unpredictable nature of preclinical and clinical development. Clinical and preclinical development timelines, the probability of success and development costs can differ materially from expectations. We anticipate that we will make determinations as to how we pursue our product candidate and how much funding to direct to each program on an ongoing basis in response to the results of future preclinical studies and clinical trials, regulatory developments, and our ongoing assessments as to commercial potential. We will need to raise substantial additional capital in the future. Our clinical development costs are expected to increase significantly as we commence, continue, and expand our clinical trials. Our future expenses may vary significantly each period based on factors such as:
| · | per patient clinical trial costs, including based on the number of doses that patients receive; |
| · | the number of patients who enroll in each clinical trial; |
| · | the number of clinical trials required for approval; |
| · | the number of sites included in the clinical trials; |
| · | the countries in which the clinical trials are conducted; |
| · | the length of time required to enroll eligible patients; |
| · | the drop-out or discontinuation rates of patients; |
| · | potential additional safety monitoring requested by regulatory agencies; |
| · | the duration of patient participation in the clinical trials and follow-up; |
| · | the phase of development of the product candidate; |
| · | third party contractors failing to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all; |
| · | the cost of insurance, including product liability insurance, in connection with clinical trials; |
| · | regulators or institutional review boards requiring that we or our investigators suspend or terminate clinical development for various reasons, including noncompliance with regulatory requirements or a finding that the participants are being exposed to unacceptable health risks; and |
| · | the efficacy and safety profile of our product candidates. |
General and Administrative Expenses
General and administrative expenses currently consist of consulting fees for the chief executive officer and professional fees for legal costs relating to our corporate matters, accounting and tax services and travel expenses. Other general and administrative expenses may also include professional fees for patents, insurance costs and board of directors’ expenses.
We anticipate that our general and administrative expenses will increase in the future as we continue to support research and development activities and incur increased costs of operating a public company. These costs include increased headcount to support expanded operations and infrastructure, and the initiation, continuation and expansion of our preclinical studies and clinical trials for our product candidates. Additionally, we anticipate increased costs associated with maintaining compliance with Nasdaq rules and SEC requirements such as accounting, audit, legal and consulting services, as well as director and officer liability insurance, investor, and public relations activities.
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Results of Operations for the Years Ended December 31, 2024 and 2023
General and Administrative Expenses
General and administrative expenses were $0.6 million for the year ended December 31, 2024 as compared to $1.0 million for the year ended December 31, 2023. The decrease of $0.4 million was primarily related to decreases in accounting and legal costs related to the Business Combination and general corporate matters during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Research and Development Expenses
Research and development expenses were $2.7 million for the year ended December 31, 2024 as compared to $3.8 million for the year ended December 31, 2023. The decrease of $1.1 million was primarily related to decreased spending for preclinical and clinical trials for both the CAR-T products and the GCC vaccine products because of the termination of the CAR-T License and Vaccine License during the year ended December 31, 2024.
Other Income and Expenses
Interest expense was $0.3 million for the year ended December 31, 2024 as compared to $0.2 million for the year ended December 31, 2023. The increase of $0.1 million was primarily related to additional borrowings from Valetudo, Prophase, Hana Immunotherapeutics, LLC and Amantes during the year ended December 31, 2024. Interest income was $0.1 million for the year ended December 31, 2024 as compared to approximately $10,000 for the year ended December 31, 2023. The increase in interest income was primarily related to the issuance of $2.9 million in loans receivable to Iris during the year ended December 31, 2024.
Going Concern, Liquidity and Capital Resources
Overview
Since our inception, we have not generated any revenue and expect to continue to incur significant operating losses for the foreseeable future and may never become profitable. As of December 31, 2024, we had cash of approximately $56,000. We have funded our operations through the sale of equity, raising an aggregate of $4.5 million of gross proceeds from the sale of membership interests, and debt, issuing $10.0 million of bonds and $10.0 million of notes through December 31, 2024. Subsequent to December 31, 2024, the Company raised additional gross proceeds of $0.7 million of notes with Amantes and Prophase, both of which are related parties of the Company.
Going Concern
The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months after the financial statements are issued. The Company’s cash requirements include, but are not limited to, research and development costs, license fees and working capital requirements. Due to these cash requirements, the Company does not believe that it will have sufficient cash to fund operations for one year after the date that the accompanying financial statements are issued.
The Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that the accompanying financial statements are issued. The Company’s 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.
The Company intends to raise additional cash through equity financings, debt financings or other arrangements to fund operations; however, 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 member units may contain senior rights and preferences compared to currently outstanding ordinary shares. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to members. If the Company is unable to obtain such additional financing, future operations would need to be reevaluated.
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Capital Requirements
To date, we have not generated any revenues from any source, including the commercial sale of approved drug products, and we do not expect to generate revenue for at least the next few years. If we fail to complete the development of our product candidate in a timely manner or fail to obtain their regulatory approval, our ability to generate future revenue will be adversely affected. We do not know when, or if, we will generate any revenue from our product candidate, and we do not expect to generate revenue unless and until we obtain regulatory approval of, and commercialize, our product candidate.
We expect our expenses to increase significantly in connection with our ongoing activities, particularly as we continue the research and development of, and seek marketing approval for, our product candidate. In addition, if we obtain approval for our product candidate, we expect to incur significant commercialization expenses related to sales, marketing, manufacturing, and distribution. Furthermore, following the completion of the Business Combination, we expect to incur additional costs associated with operating as a public company.
We will also be required to pay all clinical trial costs and expenses in connection with the development of the CD47 Products.
We are also required to repay our $10.0 million bonds (the “Feelux Bonds”) to Feelux Co., Ltd. (“Feelux”), our shareholder through its wholly owned subsidiary Car-Tcellkor, Inc. (“Car-Tcellkor”), issued in 2018 and the related interest of 1% per annum compounded annually which is expected to be settled through the issuance of ParentCo common shares, our $0.8 million loan issued in 2019 and due in May 2023, that does not bear interest, from Car-Tcellkor, our shareholder and a wholly owned subsidiary of Feelux, our loans with Valetudo, our related party, of $0.7 million (the “Valetudo Loan”) issued in December 2022 and due in June 2023, and which bears no interest, our loan with Ewon Comfortech Co., Ltd. (“Ewon”), our shareholder and related party, of $2.0 million (the “Ewon Loan”) issued in December 2022 and due in December 2023, and related interest of 2% per annum, our loans with Valetudo of $0.5 million issued in June 2023 and due in December 2023 that does not bear interest (the “Valetudo June 2023 Loans”), our additional loan with Valetudo of $0.3 million issued in July 2023 and due in January 2024, and related interest of 6% per annum (the “Valetudo July 2023 Loan”), our loans with Valetudo issued in August 2023 totaling $0.4 million, due in January and February 2024, and related interest of 6% per annum (the “Valetudo August 2023 Loans”), our additional loan with Ewon of $0.2 million issued in September 2023 and due in September 2024 and related part interest of 2% per annum (the “Ewon September 2023 Loan”), our additional loan with Valetudo of $0.2 million issued in November 2023, due in January 2024 and related interest of 6% per annum (the “Valetudo November 2023 Loan”), our other loan with Ewon of $1.0 million issued in December 2023, due in December 2024 that bears no interest (the “Ewon December 2023 Loan”), our loans with Valetudo issued in January 2024 totaling $0.8 million, due in February 2024, and related interest of 6% per annum (the “Valetudo January 2024 Loans”), our loan with Prophase Sciences LLC (“Prophase”) of $0.2 million issued February 2024 that bears 6% interest per annum and due June 1, 2024 (the “Prophase February 2024 Loan”), our loan with Prophase issued in March 2024 of $0.3 million that bears interest of 6% per annum and due June 1, 2024 (the “Prophase March 2024 Loan”), our loan with Prophase issued in April 2024 of $0.3 million that bears interest of 6% per annum and due June 1, 2024 (the “Prophase April 2024 Loan”), our loans with Prophase issued in May 2024 totaling $0.8 million that bears interest of 6% per annum and due June 1, 2024 and July 1, 2024 (the “Prophase May 2024 Loans”), our loans with Prophase issued in July 2024 of $0.1 million that bears interest of 6% per annum and due September 14, 2024, September 24, 2024 and September 29, 2024 (the “Prophase July 2024 Loans”), our loans with Prophase issued in August 2024 of $0.1 million that bears interest of 6% per annum and due October 12, 2024 and October 13, 2024 (the “Prophase August 2024 Loans”), our loan with Hana Immunotherapeutics, LLC (“Hana”) issued in August 2024 of $0.3 million that bears interest of 6% per annum and due September 30, 2024 (the “Hana Loan”), our loan with Hana issued in August 2024 of $0.6 million that bears interest of 6% per annum and due October 26, 2024 (the “Hana August 2024 Loan”), our loans with Amantes LLC (“Amantes”) issued November 2024 totaling $0.7 million that bear interest of 6% per annum and due January 1, 2025 (the “Amantes November 2024 Loans”), our loans with Amantes issued in January 2025 totaling $0.3 million that bear interest of 6% per annum and due March 1, 2025 and March 22, 2025 (the “Amantes January 2025 Loans”), our loan with Prophase issued in February 2025 of $0.2 million that bears interest of 6% per annum and due April 11, 2025 (the “Prophase February 2025 Loan”), our loan with Prophase issued in March 2025 of $0.2 million that bears interest of 6% per annum and due June 6, 2025 (the “Prophase March 2025 Loan”), and our loans with Prophase issued April 2025, totalling $3.6 million that bear interest at 6% per annum and are due May 2, 2025, May 13, 2025, and May 14, 2025 (the “Prophase April 2025 Loans”).
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As the Company’s loans are with related parties, the Company and its related parties have mutually agreed to defer repayment of the past due loans until the completion of the Business Combination. As such, the Company deems that it is not in default of its loan agreements. Such amounts were still due and payable subsequent to the closing of the Business Combination.
We therefore anticipate that we will need substantial additional funding in connection with our continuing operations. After the completion of the Business Combination, on a pro forma basis, the Company had approximately $12.0 million in cash and cash equivalents. We intend to devote most of the net proceeds from the Business Combination to clinical development of our product candidates, repaying our debt, our public company compliance costs and certain of the milestone payments under the CAR-T License and the Vaccine License agreements, if any. Based on our current business plans, we believe that the anticipated net proceeds from the Business Combination will enable us to fund our operating expenses and capital requirements through at least the next twelve months. Our estimate as to how long we expect the net proceeds from the Business Combination to be able to fund our operating expenses and capital requirements is based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Changing circumstances, some of which may be beyond our control, could result in fewer cash and cash equivalents available to us or cause us to consume capital significantly faster than we currently anticipate, and we may need to seek additional funds sooner than planned.
Because of the numerous risks and uncertainties associated with research, development, and commercialization of pharmaceutical drug products, we are unable to estimate the exact amount of our operating capital requirements. Our future funding requirements will depend on many factors, including, but not limited to:
| · | the extent to which we develop, in-license or acquire other product candidates and technologies in our product candidate pipeline; |
| · | the costs and timing of process development and manufacturing scale-up activities associated with our product candidates and other programs as we advance them through clinical development; |
| · | the number and development requirements of product candidates that we may pursue; |
| · | the costs, timing, and outcome of regulatory review of our product candidates; |
| · | the timing and amount of our milestone and royalty payments to InnoBation under the CD47 License; |
| · | the costs and timing of future commercialization activities, including product manufacturing, marketing, sales, and distributions, for any of our product candidates for which we receive marketing approval; |
| · | the costs and timing of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending any intellectual property-related claims; |
| · | the revenue, if any, received from sales of our product candidates for which we receive marketing approval; and |
| · | the costs of operating as a public company. |
Identifying potential product candidates and conducting preclinical studies and clinical trials is a time-consuming, expensive, and uncertain process that takes many years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales. In addition, our product candidate, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of our product candidates that we do not expect to be commercially available in the near term, if at all. Accordingly, we will need to continue to rely on additional financing to achieve our business objectives. Adequate additional financing may not be available to us on acceptable terms, or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the terms of these equity securities or this debt may restrict our ability to operate. Any future debt financing and equity financing, if available, may involve covenants limiting and restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, entering into profit-sharing or other arrangements or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us. If we are unable to raise capital when needed or on acceptable terms, we could be forced to delay, reduce or eliminate our research and development programs or future commercialization efforts.
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Cash Flows
Operating Activities
Our net cash used in operating activities was $1.5 million for the year ended December 31, 2024, as compared to $3.3 million for the year ended December 31, 2023. The decrease in cash used in operating activities can be primarily attributed to a decrease in the Company’s net loss of $1.4 million, offset by an increase in the Company’s amounts which are due to its research and development partner of $1.3 million which have yet to be paid, and an increase in cash caused by $0.8 million of changes in other operating assets and liabilities, offset by less advances to the Company for research and development of $1.7 million.
Investing Activities
Net cash used in investing activities was $2.9 million for the year ended December 31, 2024 as compared to $0.8 million for the year ended December 31, 2023 due to an increase in loans made to Iris.
Financing Activities
Net cash provided by financing activities for the year ended December 31, 2024 of $3.9 million resulted from borrowings from Valetudo, Prophase, Hana and Amantes of $0.8 million, $1.6 million, $0.8 million and $0.7 million, respectively. Net cash used in financing activities of $0.5 million for the year ended December 31, 2023 was from $3.4 million from borrowings with Valetudo, Prophase, and Ewon, offset by $3.9 million of repayments of short-term loans from Valetudo, Prophase, and Ewon.
Contractual Obligations and Other Commitments
See Capital Requirements, above for discussion of our commitments and contractual obligations. Additionally, in the future we may enter into agreements in the normal course of business with contract research organizations, contract manufacturing organizations and other vendors for research and development services for operating purposes, which are generally cancelable upon written notice. In addition, some third party CMOs have intellectual property, such as patents and/or know-how with an annual fee and royalty bearing license to its customers that forms part of the manufacturing agreement. These payments are therefore not included in our contractual obligations herein.
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See Note 8 to our audited financial statements included elsewhere in this report.
Critical Accounting Policies and Significant Judgments and Estimates
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses, and the disclosure of contingent assets and liabilities, in our financial statements. In accordance with U.S. GAAP, we evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We define our critical accounting policies as those accounting principles that require us to make subjective estimates and judgments about matters that are uncertain and are likely to have a material impact on our financial condition and results of operations, as well as the specific manner in which we apply those principles. While our significant accounting policies are more fully described in Note 2 to our audited financial statements appearing elsewhere in this report, we believe the following are the critical accounting policies used in the preparation of our financial statements that require significant estimates and judgments.
Research and Development
Research and development costs primarily consist of costs incurred for preclinical and clinical trials for our products. Research and development expenses are recognized as incurred and payments made prior to costs being incurred are capitalized until the costs are incurred. Costs incurred in obtaining technology licenses through asset acquisitions are charged to research and development expense if the licensed technology has not reached technological feasibility and has no alternative future use.
Recent Accounting Pronouncements
See Note 2 to our audited financial statements included elsewhere in this report for information about recent accounting pronouncements, the timing of their adoption, and our assessment, if any, of their potential impact on our financial condition and results of operations.
Emerging Growth Company and Smaller Reporting Company Status
In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Upon the closing of the Business Combination, we became an emerging growth company and delayed the adoption of certain accounting standards until those standards would otherwise apply to private companies. We elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
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In addition, as an emerging growth company, we may have taken advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:
| · | being permitted to present only two years of audited financial statements in addition to any required financial statements, with correspondingly reduced disclosure in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
| · | an exception from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended; |
| · | reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; |
| · | exemptions from the requirements of holding non-binding advisory votes on executive compensation or golden parachute arrangements; and |
| · | an exemption from compliance with the requirements of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on financial statements. |
We will cease to qualify as an emerging growth company on the date that is the earliest of: (i) December 31, 2026, (ii) the last day of the fiscal year in which we have more than $1.235 billion in total annual gross revenues, (iii) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our common shares that is held by non-affiliates exceeds $700.0 million as of the prior June 30th, or (iv) the date on which we have issued more than $1.0 billion of non-convertible debt over the prior three-year period. We may choose to take advantage of some but not all of these reduced reporting burdens. We have taken advantage of certain reduced reporting requirements in this report. Accordingly, the information contained herein may be different than you might obtain from other public companies in which you hold equity interests.
Reference is made to the disclosure contained in the Iris Form 10-K in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 44, which information is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of shares of ParentCo Common Stock, as of April 30, 2025, following the consummation of the Business Combination, by:
| · | each person known by the Company to be the beneficial owner of more than 5% of a class of voting securities on April 30, 2025; |
| · | each of the Company’s officers and directors; and |
| · | all executive officers and directors of the Company as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Shares of common stock issuable pursuant to options or warrants are deemed to be outstanding for purposes of computing the beneficial ownership percentage of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the beneficial ownership percentage of any other person.
Subject to the paragraph above, percentage ownership of ParentCo Common Stock is based on 26,014,633 shares of ParentCo Common Stock outstanding upon consummation of the Business Combination on April 30, 2025, after giving effect to the redemptions by Iris public stockholders in connection with the Business Combination. The table below does not include the shares of ParentCo Common Stock underlying the ParentCo Public Warrants or the ParentCo Private Placement Warrants because these securities are not exercisable within 60 days of April 30, 2025.
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Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock owned by them.
| Name and Address of Beneficial Owner(1) | Number of Shares of Common Stock Beneficially Owned |
% of Outstanding Common Stock |
||||||
| Directors and Executive Officers | ||||||||
| Chris Kim(2) | 6,169,406 | 23.7 | % | |||||
| Scott Dam | — | — | ||||||
| Byong C Yoo | — | — | ||||||
| Sang-jin Daniel Lee | — | — | ||||||
| Beom K. Choi | — | — | ||||||
| Eun Sook Lee | — | — | ||||||
| Nicholas Fernandez | — | — | ||||||
| Ji Yeon Baek | — | — | ||||||
| All executive officers and directors as a group (8 individuals) | 6,169,406 | 23.7 | % | |||||
| 5% or More Stockholders: | ||||||||
| Iris Acquisition Holdings LLC(3) | 6,900,000 | 26.5 | % | |||||
| Valetudo Therapeutics LLC(4) | 6,169,406 | 23.7 | % | |||||
| Ewon Comfortech Co., Ltd.(5) | 1,500,000 | 5.8 | % | |||||
| Feelux Co., Ltd (6) | 4,000,000 | 15.4 | % | |||||
| Nongae Apple Association 1st(7) | 1,470,000 | 5.7 | % | |||||
| Red Peony Association 1st(8) | 1,470,000 | 5.7 | % | |||||
* Less than 1%
| (1) | Unless otherwise noted, the business address of each of the directors and executive officers is c/o Liminatus Pharma, Inc., 6 Centerpointe Dr. #625, La Palma, California 90623. |
| (2) | Consists of shares of ParentCo Common Stock held of record by Valetudo Therapeutics LLC. Mr. Chris Kim is the CEO and controlling member of Valetudo and has voting and dispositive power over, and may be deemed to be the beneficial owner of, the shares held by Valetudo. The business address of Valetudo is 6 Centerpointe Dr. #625, La Palma, CA 90623. Mr. Kim disclaims any beneficial ownership of any shares held by Valetudo except to the extent of his ultimate pecuniary interest therein. |
| (3) | Consists of shares of ParentCo Common Stock held of record by Iris Acquisition Holdings LLC (the “Sponsor”). Iris Equity Holdings LLC is the managing member of the Sponsor. Iris Equity Holdings LLC possesses sole voting and investment power over the shares held by the Sponsor. The natural person who has voting and/or investment power over the shares held by the Sponsor is Joon Seok Yoo. |
| (4) | Mr. Chris Kim is the CEO and controlling member of Valetudo and has voting and dispositive power over, and may be deemed to be the beneficial owner of, the shares held by Valetudo. The business address of Valetudo is 6 Centerpointe Dr. #625, La Palma, CA 90623. |
| (5) | The business address of Ewon Comfortech Co., Ltd. is 8 Cheomdan 1-ro Jeongeup, Jeonbuk, 56212 Republic of South Korea. Ewon Comfortech is a publicly traded company in Korea. |
| (6) | Consists of shares of ParentCo Common Stock held by Feelux Co., Ltd., a company formed in the Republic of Korea. The business address of Feelux is 624-8, Sukwoo-Ri, Gwangjuk-Myeon, Yangju-Gun, Yangju, Gyeonggi, South Korea. Feelux is a publicly traded company in Korea. |
| (7) | Consists of shares of ParentCo Common Stock held of record by Nongae Apple Association 1st. The natural person who has voting and/or investment power over the shares held by Nongae Apple Association 1st is Mary H. Song. The business address of Nongae Apple Association 1st is 42 147-gil (#2707) Unju-ro, Kangnam-gu, Seoul, Republic of Korea. |
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| (8) | Consists of shares of ParentCo Common Stock held of record by Red Peony Association 1st. The natural person who has voting and/or investment power over the shares held by Red Peony Association 1st is Kyung Bok Hyun. The business address of Red Peony Association 1st is 353, Hyoryeong-ro, Seocho-dong, Seocho-gu, Seoul, Republic of Korea. |
Directors and Executive Officers
The Company’s directors and executive officers after the Closing are described in the Proxy Statement/Prospectus in the section titled “Management of ParentCo Following the Business Combination” beginning on page 207 which is incorporated herein by reference.
The following persons constitute the executive officers and directors of the Company:
| Name | Age | Title | ||
| Chris Kim | 65 | Chief Executive Officer and Director | ||
| Scott Dam | 46 | Chief Financial Officer | ||
| Byong C. Yoo, PhD | 53 | Chief Science Officer | ||
| Sang-jin Daniel Lee, PhD | 57 | Head of Research & Development | ||
| Beom K. Choi | 53 | Chief Technology Officer | ||
| Eun Sook Lee, MD, PhD | 62 | Director | ||
| Nicholas Fernandez | 40 | Director | ||
| Ji Yeon Baek | 53 | Director |
Director and Executive Compensation
Information regarding the compensation of the named executive officers and directors of the Company before and after the Business Combination is set forth in the Proxy Statement/Prospectus in the section titled “Executive Officer and Director Compensation” beginning on page 206 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Committees of the Board
The Combined Company’s Board has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each committee operates under a charter that was approved by the Board. The Board may from time to time establish other committees.
Audit Committee
ParentCo’s audit committee consists of Dr. Eun Sook Lee, Dr. Ji Yeon Baek and Nicholas Fernandez, each of whom is an independent director under applicable Nasdaq listing standards. Nicholas Fernandez has been appointed chair of the audit committee. The Board has determined that Nicholas Fernandez qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC. The audit committee’s duties, which are specified in the Audit Committee Charter, include, but are not limited to: the appointment, compensation, retention, replacement, and oversight of the work of our independent registered public accounting firm, pre-approving all audit and permitted non-audit services to be provided by our independent registered public accounting firm, reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction and reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory, or compliance matters, including any correspondence with regulators or government agencies and any employee complaints.
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Compensation Committee
ParentCo’s compensation committee consists of Dr. Eun Sook Lee, Dr. Ji Yeon Baek and Nicholas Fernandez, each of whom is an independent director under applicable Nasdaq listing standards. Dr. Eun Sook Lee has been appointed chair of the compensation committee. The compensation committee’s duties, include, but are not limited to: determining or recommending to the Board for determination, the compensation of our executive officers, including our chief executive officer, administering our equity compensation plans, overseeing our overall compensation policies and practices, compensation plans, and benefits programs and preparing the compensation committee report that the SEC will require in our annual proxy statement.
Nominating and Corporate Governance Committee
ParentCo’s nominating and corporate governance committee consists of Dr. Eun Sook Lee, Dr. Ji Yeon Baek and Nicholas Fernandez, each of whom is an independent director under applicable Nasdaq listing standards. Nicholas Fernandez has been appointed chair of the nominating and corporate governance committee. The nominating and corporate governance committee, among other things, will determine the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director, identifying and screening individuals qualified to become members of the Board and making recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders.
Certain Relationships and Related Transactions, and Director Independence
Certain relationships and related person transactions of Iris and Liminatus are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Transactions” beginning on page 222 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Nasdaq listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. ParentCo’s board of directors has determined that each of Dr. Eun Sook Lee, Dr. Ji Yeon Baek and Nicholas Fernandez is an independent director under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act.
Reference is made to the disclosure regarding director independence in the section of the Proxy Statement/Prospectus titled “Management of ParentCo Following the Business Combination” beginning on page 207 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” and “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of this Report is incorporated into this Item 2.01 by reference.
Legal Proceedings
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. The Company is not a party to any material legal proceedings and is not aware of any material pending or threatened claims.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
On May 1, 2025, the ParentCo Common Stock began trading on The Nasdaq Global Market under the symbol “LIMN” and the ParentCo Public Warrants began trading on The Nasdaq Capital Market under the symbol “LIMNW.” The Company has not paid any cash dividends on its common stock to date.
As of May 1, 2025, there were 12 holders of record of ParentCo Common Stock and two holders of record of ParentCo Public Warrants.
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The Board, in its sole discretion, will make any determination from time to time with respect to the use of any excess cash accumulated, which may include, among other uses, the payment of dividends on the ParentCo Common Stock. It is not contemplated that the Company will pay cash dividends for the foreseeable future.
Recent Sales of Unregistered Securities
Information about unregistered sales of the Company’s equity securities is set forth under Item 3.02 of this Report, which is incorporated herein by reference.
Description of Registrant’s Securities to be Registered
The description of the Company’s securities is contained in the Proxy Statement/Prospectus in the section titled “Description of ParentCo Capital Stock” beginning on page 214 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
The Company has 501,000,000 shares of authorized capital stock, which consist of: (i) 500,000,000 shares of common stock, par value $0.0001 per share, and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share. The outstanding shares of ParentCo Common Stock are fully paid and non-assessable. As of the Closing Date, there were outstanding 26,014,633 shares of ParentCo Common Stock, after giving effect to the redemptions by Iris public stockholders in connection with the Business Combination, no shares of the Company’s preferred stock, public warrants to purchase 6,900,000 shares of ParentCo Common Stock, and private warrants to purchase 835,555 shares of ParentCo Common Stock. Company stockholders who hold their shares in electronic format in U.S. brokerage accounts are not deemed to be separate stockholders, as such shares are held of record by Cede & Co., which is counted by the Company’s transfer agent as a single stockholder of record. Such holder numbers do not include Depository Trust Company participants or beneficial owners holding shares through nominee names.
Indemnification of Directors and Officers
The description of the indemnification arrangements with the Company’s directors and officers is contained in Item 1.01 of this Report and in the Proxy Statement in the section titled “Limitation on Liability and Indemnification of Directors and Officers” beginning on page 212 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Information about changes in accountants on accounting and financial disclosure is set forth under Item 4.01 of this Report, which is incorporated herein by reference.
Financial Statements, Supplementary Data and Exhibits
Reference is made to the disclosure set forth under Item 9.01 of this Report concerning the Company’s financial statements and supplementary information, which is incorporated herein by reference.
Quantitative and Qualitative Disclosures about Market Risk
The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required under this item.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in the “Introductory Note” above is hereby incorporated by reference. The description of the Company’s securities is contained in the Proxy Statement/Prospectus in the section titled “Iris’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 177, and “Certain Relationships and Related Transactions” beginning on page 222 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
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Item 3.03. Material Modification to Rights of Security Holders.
At the Special Meeting, Iris stockholders approved the Company’s amended and restated certificate of incorporation (the “Charter”) to, among other things, change the corporate name from “Iris Acquisition Corp” to “Iris Parent Holding Corp.,” change the total number of shares of the Company’s capital stock from (a) 280,000,000 Iris Class A Shares, 20,000,000 shares of Class B Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, of Iris to (b) 500,000,000 shares of ParentCo Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, of ParentCo, eliminate the Class B Common Stock and any rights of holders thereof and authorize all other changes in connection with the replacement of Iris’s constitutional documents with the Charter and the Company’s amended and restated bylaws (the “Bylaws”) in connection with the consummation of the Business Combination. The terms of the Charter are described in greater detail in the section titled “The ParentCo Charter Proposal” beginning on page 131 of the Proxy Statement/Prospectus and is incorporated herein by reference. The Charter, which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date, includes the amendments proposed by the ParentCo Charter Proposal.
The description of the Charter and the general effect of the Charter and the Bylaws upon the rights of holders of the Company’s capital stock are included in the Proxy Statement/Prospectus under the sections titled (i) “The Advisory Charter Proposals” beginning on page 133 of the Proxy Statement/Prospectus, (ii) “Comparison of Stockholders’ Rights” beginning on page 148 of the Proxy Statement/Prospectus, and (iii) “Description of ParentCo Capital Stock” beginning on page 214 of the Proxy Statement/Prospectus, which are incorporated herein by reference.
On April 30, 2025, in connection with the Business Combination, the Company filed the Charter with the Secretary of State of the State of Delaware, including the changing of the Company’s name to “Liminatus Pharma, Inc.,” and adopted the Bylaws, in the form attached as Annex I to the Proxy Statement/Prospectus.
Copies of the Charter and the Bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Report and are incorporated herein by reference.
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal of independent registered public accounting firm.
Upon the consummation of the Business Combination and the filing of Form 15 by Iris, Marcum LLP (“Marcum”) ceased to be Iris’s independent registered public accounting firm. Prior to the consummation of the Business Combination, Marcum audited Iris’s financial statements for the fiscal year ended December 31, 2024, which consist only of the accounts of Iris prior to the Business Combination.
The report of Marcum on the financial statements of Iris as of December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles, except for an explanatory paragraph as to Iris’ ability to continue as a going concern.
During the fiscal years ended December 31, 2024 and 2023 and through the Closing Date, there were no disagreements between Iris and Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreements in its report.
During the fiscal years ended December 31, 2024 and 2023 and through the Closing Date, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K), other than the material weaknesses in internal controls identified by management related to complex financial instruments, maintaining compliance with income tax regulations, the preparation of complete and accurate financial statement disclosures, income tax accounting, and identifying related party transactions.
The Company has provided Marcum with a copy of the foregoing disclosures and has requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Marcum’s letter, dated May 6, 2025, is filed as Exhibit 16.1 to this Report.
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(b) Disclosures regarding the new independent auditor.
Upon the consummation of the Business Combination, the Company appointed WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements as of and for the year ending December 31, 2025. Withum served as the independent registered public accounting firm of Liminatus and the Company prior to the Business Combination.
Item 5.01. Changes in Control of Registrant.
The information set forth above under “Introductory Note” and Item 2.01 of this Report is incorporated herein by reference. Reference is also made to the disclosure in the Proxy Statement/Prospectus in the section titled “The Business Combination Proposal” beginning on page 103, which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Report, which is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Directors and Executive Officers
Upon the consummation of the Business Combination, (i) the following Iris’s board members resigned in connection with the Business Combination: Rohit Nanani, Richard Peretz, Manish Shah and Nicholas Fernandez; and (ii) Chris Kim, Eun Sook Lee, Nicholas Fernandez and Ji Yeon Baek were appointed to the Company’s Board of Directors.
Further, upon the consummation of the Business Combination, (i) Sumit Mehta resigned from his position as Chief Executive Officer, Lisha Parmar resigned from her position as Chief Financial Officer and Omkar Halady resigned from his position as Vice President, and (ii) Chris Kim was appointed as Chief Executive Officer, Scott Dam was appointed as Chief Financial Officer, Byong C. Yoo was appointed as Chief Science Officer, Sang-jin Daniel Lee was appointed as Head of Research and Development, and Beom K. Choi was appointed as Chief Technology Officer.
The information set forth above in the sections titled “Directors and Executive Officers,” “Director and Executive Compensation,” “Committees of the Board,” “Certain Relationships and Related Transactions, and Director Independence” and “Indemnification of Directors and Officers” in Item 2.01 of this Report are incorporated herein by reference. Reference is also made to the disclosure in the Proxy Statement/Prospectus in the section titled “Information about Iris – Committees of the Iris Board” beginning on page 167, which is incorporated herein by reference.
Liminatus Pharma, Inc. 2025 Omnibus Equity Incentive Plan
In connection with the Business Combination, the Company adopted the Liminatus Pharma, Inc. 2025 Omnibus Equity Incentive Plan (the “2025 Plan”) described in the Proxy Statement/Prospectus in the section entitled “The Incentive Plan Proposal” beginning on page 126 and incorporated herein by reference. That summary of the 2025 Plan does not purport to be complete and is qualified in its entirety by reference to the text of the 2025 Plan, which is filed as Annex B to the Proxy Statement/Prospectus and is incorporated herein by reference. The plan allows the Company to make equity and equity-based incentive awards, as well as cash awards, to employees, directors and consultants.
Decisions with respect to the compensation of the Company’s directors and executive officers will be made by the compensation committee of the Board.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Report is incorporated by reference into this Item 5.03.
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Item 5.05. Amendments to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
In connection with the Business Combination, on April 30, 2025, the Board approved and adopted a new Code of Ethics applicable to all employees, officers and directors of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer or controller (or persons performing similar functions to the aforementioned officers). A copy of the Code of Ethics and Business Conduct is attached to this Report as Exhibit 14.1.
Item 5.06. Change in Shell Company Status.
As a result of the Business Combination, Iris ceased being a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “The Business Combination Proposal” beginning on page 103 of the Proxy Statement/Prospectus, and such disclosure is incorporated herein by reference. Further, the information contained in Item 2.01 of this Report is incorporated by reference into this Item 5.06.
Item 7.01 Regulation FD Disclosure.
On April 30, 2025, ParentCo and Iris issued a press release announcing that the Business Combination had closed on April 30, 2025. A copy of the press release is filed herewith as Exhibit 99.4.
The information in this Item 7.01, including Exhibit 99.4, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.4.
Item 8.01. Other Events.
As a result of the Business Combination, ParentCo became the successor issuer to Iris. Pursuant to Rule 12g-3(a) under the Exchange Act, ParentCo’s common stock and warrants are deemed registered under Section 12(b) of the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of ParentCo for the fiscal years ended December 31, 2024 and 2023, the related notes and report of independent registered public accounting firm are filed herewith as Exhibit 99.1 and are incorporated herein by reference.
The audited financial statements of Liminatus for the fiscal years ended December 31, 2024 and 2023, the related notes and report of independent registered public accounting firm are filed herewith as Exhibit 99.2 and are incorporated herein by reference.
(b) Pro Forma Financial Information.
Certain unaudited pro forma condensed combined financial information is filed herewith as Exhibit 99.3 and is incorporated herein by reference.
(d) Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
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| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 6, 2025 |
||
| LIMINATUS PHARMA, INC. | ||
| By: | /s/ Chris Kim | |
| Name: | Chris Kim | |
| Title: | Chief Executive Officer | |
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Exhibit 2.2
CERTIFICATE OF MERGER
OF
LIMINATUS PHARMA MERGER SUB, INC.,
a Delaware corporation,
WITH AND INTO
LIMINATUS PHARMA, LLC,
a Delaware limited liability company
April 30, 2025
Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law (“DGCL”) and Title 6, Section 18-209(c) of the Delaware Limited Liability Company Act (“DLLCA”), the undersigned hereby certifies relating to the merger (the “Merger”) of Liminatus Pharma Merger Sub, Inc., a Delaware corporation (the “Disappearing Company”), with and into Liminatus Pharma, LLC, a Delaware limited liability company (the “Surviving Company,” and together with the Disappearing Company, collectively, the “Constituent Entities”).
FIRST: The names and states of formation or incorporation, as applicable, of the Constituent Entities are:
| Name | State of Incorporation | Type of Entity |
| Liminatus Pharma Merger Sub, Inc. | Delaware | Corporation |
| Liminatus Pharma, LLC | Delaware | Limited Liability Company |
SECOND: That certain Business Combination Agreement, dated as of November 30, 2022 (as amended, the “Combination Agreement”), by and among the Constituent Entities, Iris Parent Holding Corp., a Delaware corporation, Iris Acquisition Corp, a Delaware corporation, and SPAC Merger Sub, Inc., a Delaware corporation, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Entities in accordance with Section 264 of the DGCL and Section 18-209 of the DLLCA, as applicable.
THIRD: The name of the surviving limited liability company is: Liminatus Pharma, LLC.
FOURTH: The Certificate of Formation of the Surviving Company, as in effect immediately prior to the Effective Time (as defined below), shall be the Certificate of Formation of the surviving limited liability company.
FIFTH: The Merger shall become effective as of 4:05 p.m. Eastern Standard Time on the date hereof.
SIXTH: An executed copy of the Combination Agreement is on file at the office of the Surviving Company at:
Liminatus Pharma, LLC
6 Centerpointe Dr. #625
La Palma, California 90623
SEVENTH: A copy of the Combination Agreement will be furnished by the Surviving Company, on request and without cost, to any member of the Surviving Company and any stockholder of the Disappearing Company.
* * * * *
IN WITNESS WHEREOF, the Surviving Company has caused this Certificate of Merger to be signed by an authorized person as of the date first written above.
| LIMINATUS PHARMA, LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Chris Kim | |
| Name: Chris Kim | ||
| Title: Chief Executive Officer | ||
Signature page to Certificate of Merger (Delaware)
Exhibit 2.3
CERTIFICATE OF MERGER
OF
SPAC MERGER SUB, INC.,
a Delaware corporation,
WITH AND INTO
IRIS ACQUISITION CORP,
a Delaware corporation
April 30, 2025
Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law (“DGCL”), the undersigned hereby certifies relating to the merger (the “Merger”) of SPAC Merger Sub, Inc., a Delaware corporation (the “Disappearing Corporation”), with and into Iris Acquisition Corp, a Delaware corporation (the “Surviving Corporation,” and together with the Disappearing Corporation, collectively, the “Constituent Entities”).
FIRST: The names and states of incorporation of the Constituent Entities are:
| Name | State of Incorporation | Type of Entity |
| SPAC Merger Sub, Inc. | Delaware | Corporation |
| Iris Acquisition Corp | Delaware | Corporation |
SECOND: That certain Business Combination Agreement, dated as of November 30, 2022 (as amended, the Combination Agreement), by and among the Constituent Entities, Iris Parent Holding Corp., a Delaware corporation, Liminatus Pharma, LLC, a Delaware limited liability company, and Liminatus Pharma Merger Sub, Inc., a Delaware corporation, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Entities in accordance with Section 251(c) of the DGCL.
THIRD: The name of the Surviving Corporation is: Iris Acquisition Corp.
FOURTH: Upon the effectiveness of the Merger in accordance with Section 251 of the DGCL and Section 103 of the DGCL (the Effective Time), the certificate of incorporation of the Surviving Corporation, as in effect immediately prior to the Effective Time, shall be amended in its entirety to read as set forth on Exhibit A attached hereto and, as so amended shall be the Amended and Restated Certificate of Incorporation of the Surviving Corporation at (and with effect from and after) the Effective Time until further amended pursuant to the DGCL.
FIFTH: The Merger shall become effective as of 4:05 p.m. Eastern Time on the date hereof.
SIXTH: An executed copy of the Combination Agreement is on file at the office of the Surviving Corporation at:
Iris Acquisition Corp
6 Centerpointe Drive #625
La Palma, California 90623
SEVENTH: A copy of the Combination Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of the Surviving Corporation and any stockholder of the Disappearing Corporation.
* * * * *
IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate of Merger to be signed by an authorized officer as of the date first written above.
| IRIS ACQUISITION CORP, | ||
| a Delaware corporation | ||
| By: | /s/ Sumit Mehta | |
| Name: Sumit Mehta | ||
| Title: Chief Executive Officer | ||
Exhibit A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
IRIS ACQUISITION CORP
ARTICLE ONE
The name of the corporation is Iris Acquisition Corp (the “Corporation”).
ARTICLE TWO
The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (“DGCL”).
ARTICLE FOUR
The total number of shares of stock which the Corporation has authority to issue is 100 shares of common stock, with a par value of $0.0001 per share.
ARTICLE FIVE
The Corporation is to have perpetual existence.
ARTICLE SIX
In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to make, alter or repeal the bylaws of the Corporation.
ARTICLE SEVEN
Meetings of stockholders may be held within or without the State of Delaware, as the bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation. Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.
ARTICLE EIGHT
A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended after the effective date of this certificate of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Any repeal or modification of this ARTICLE EIGHT by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such repeal or modification with respect to any acts or omissions occurring before such repeal or modification of a person serving as a director at the time of such repeal or modification.
ARTICLE NINE
The Corporation expressly elects not to be governed by Section 203 of the DGCL.
ARTICLE TEN
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.
* * * *
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
IRIS PARENT HOLDING CORP.
Iris Parent Holding Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
1. The name of the Corporation is Iris Parent Holding Corp. The Corporation was incorporated under the name Iris Parent Holding Corp. by the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware on November 23, 2022 (the “Existing Certificate”).
2. This Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”), which amends and restates the Existing Certificate in its entirety, has been approved by the Board of Directors of the Corporation (the “Board of Directors”) in accordance with Sections 242 and 245 of the DGCL and has been adopted by the stockholders of the Corporation at a meeting of the stockholders of the Corporation in accordance with the provisions of Section 211 of the DGCL.
3. The text of the Existing Certificate is hereby amended and restated by this Amended and Restated Certificate to read in its entirety as set forth in EXHIBIT A attached hereto.
4. This Amended and Restated Certificate shall become effective on the date of filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, Iris Parent Holding Corp. has caused this Amended and Restated Certificate to be signed by a duly authorized officer of the Corporation, on April 30, 2025.
| IRIS PARENT HOLDING CORP. | ||
| By: | /s/ Chris Kim | |
| Name: Chris Kim | ||
| Title: CEO, Secretary, and Treasurer | ||
[Signature Page to Amended and Restated Certificate of Incorporation]
Exhibit A
ARTICLE I
NAME
The name of the corporation is Liminatus Pharma, Inc. (the “Corporation”).
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive in the city of Wilmington, County of New Castle, 19808, and the name of its registered agent at such address is Corporation Service Company.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”) as it now exists or may hereafter be amended and supplemented.
ARTICLE IV
CAPITALIZATION
Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 501,000,000 shares, consisting of (a) 500,000,000 shares of common stock (the “Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).
Section 4.2 Preferred Stock. Subject to Article V of this Amended and Restated Certificate, the Board of Directors of the Corporation (the “Board”)is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.
Section 4.3 Common Stock.
(a) Voting.
(i) Except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation.
(ii) Except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders of the Corporation on which the holders of the Common Stock are entitled to vote.
(b) Dividends. Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock and the provisions of Article IV hereof, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.
(c) Liquidation, Dissolution or Winding Up of the Corporation. Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock and the provisions of Article IV hereof, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.
Section 4.4 Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable upon exercise thereof may not be less than the par value thereof.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Amended and Restated Certificate or the By- Laws of the Corporation (“By-Laws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate, and any By-Laws adopted by the stockholders of the Corporation; provided, however, that no By-Laws hereafter adopted by the stockholders of the Corporation shall invalidate any prior act of the Board that would have been valid if such By-Laws had not been adopted.
Section 5.2 Number, Election and Term.
For the management of the business and for the conduct of the affairs of the Corporation it is further provided that:
(a) Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, if any, the initial directors of the Corporation shall be classified with respect to the time for which they severally hold office into three classes, designated as Class I, Class II and Class III. The initial Class I directors shall serve for a term expiring at the first annual meeting of the stockholders following the date of this Amended and Restated Certificate; the initial Class II directors shall serve for a term expiring at the second annual meeting of the stockholders following the date of this Amended and Restated Certificate; and the initial Class III directors shall serve for a term expiring at the third annual meeting following the date of this Amended and Restated Certificate. At each annual meeting of the stockholders of the Corporation beginning with the first annual meeting of the stockholders following the date of this Amended and Restated Certificate, subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, if any, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of the stockholders held in the third year following the year of their election. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal. No decrease in the number of directors shall shorten the term of any incumbent director. The Board of Directors is authorized to assign members of the Board of Directors already in office to Class I, Class II and Class III.
(b) The number of directors which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of Directors.
(c) The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.
Section 5.3 Removal
Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the Board of Directors or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds (66 and ⅔%) of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors.
Section 5.4 Newly Created Directorships and Vacancies.
Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, except as otherwise provided by law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director (other than any directors elected by the separate vote of one or more outstanding series of Preferred Stock), and shall not be filled by the stockholders. Any director appointed in accordance with the preceding sentence shall hold office until the expiration of the term to which such director shall have been appointed or until his or her earlier death, resignation, retirement, disqualification, or removal.
Section 5.5 Preferred Stock — Directors
Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal and other features of such directorships shall be governed by the terms of this Amended and Restated Certificate (including any Certificate of Designation). Notwithstanding anything to the contrary in this Article V, the number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to paragraph B of this Article V, and the total number of directors constituting the whole Board of Directors shall be automatically adjusted accordingly. Except as otherwise provided in the Certificate of Designation(s) in respect of one or more series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such Certificate of Designation(s), the terms of office of all such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.
ARTICLE VI
BYLAWS
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Amended and Restated Bylaws of the Corporation (as amended and/or restated from time to time). In addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by this Amended and Restated Certificate (including any Certificate of Designation in respect of one or more series of Preferred Stock) or the Bylaws, the adoption, amendment or repeal of the Bylaws by the stockholders of the Corporation shall require the affirmative vote of the holders of at least two- thirds (66 and ⅔%) of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote generally in an election of directors. No By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such By-Laws had not been adopted.
ARTICLE VII
STOCKHOLDERS
(a) Any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of the stockholders of the Corporation, and shall not be taken by written consent in lieu of a meeting. Notwithstanding the foregoing, any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant series of Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with the applicable provisions of the DGCL.
(b) Subject to the special rights of the holders of one or more series of Preferred Stock, special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, at any time only by or at the direction of the Board of Directors, the Chairperson of the Board of Directors, the Chief Executive Officer or the President, and shall not be called by any other person or persons.
(c) Advance notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.
ARTICLE VIII
LIMITED LIABILITY; INDEMNIFICATION
Section 8.1 Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended unless they violated their duty of loyalty to the Corporation or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
Section 8.2 Indemnification and Advancement of Expenses.
(a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.
(b) The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Amended and Restated Certificate, the By-Laws, an agreement, vote of stockholders or disinterested directors, or otherwise.
(c) Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Amended and Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
(d) This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.
ARTICLE IX
CORPORATE OPPORTUNITY
(a) To the fullest extent permitted by Section 122(17) of the DGCL, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine to a corporate opportunity would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Amended and Restated Certificate or in the future. In addition to the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the directors or officers of the Corporation unless such corporate opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue.
(b) Neither the alteration, amendment, addition to or repeal of this Article IX, nor the adoption of any provision of this Amended and Restated Certificate (including any Certificate of Designation) inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article IX, would accrue or arise, prior to such alteration, amendment, addition, repeal or adoption. This Article IX shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Amended and Restated Certificate, the Bylaws or applicable law.
ARTICLE X
AMENDMENTS
(a) Notwithstanding anything contained in this Amended and Restated Certificate to the contrary, in addition to any vote required by applicable law, the following provisions in this Amended and Restated Certificate may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least two-thirds (66 and ⅔%) of the total voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: Part (b) of Article IV, Article V, Article VI, Article VII, Article VIII, Article IX and this Article X.
(b) If any provision or provisions of this Amended and Restated Certificate shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby and (ii) to the fullest extent permitted by applicable law, the provisions of this Amended and Restated Certificate (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.
ARTICLE XI
DGCL SECTION 203
The Corporation hereby expressly elects not be governed by Section 203 of the DGCL.
ARTICLE XII
EXCLUSIVE FORUM FOR CERTAIN LAWSUITS; CONSENT TO JURISDICTION
Section 12.1 Forum. Subject to the last sentence in this Section 12.1, and unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by the applicable law, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Amended and Restated Certificate or the By-Laws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. Notwithstanding the foregoing, (i) the provisions of this Section 12.1 will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.
Section 12.2 Consent to Jurisdiction. If any action the subject matter of which is within the scope of Section 12.1 immediately above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 12.1 immediately above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
Section 12.3 Severability. If any provision or provisions of this Article XII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XII (including, without limitation, each portion of any sentence of this Article XII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.
Section 12.4 Deemed Notice. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article XII.
Exhibit 4.4
ASSUMPTION OF WARRANT AGREEMENT
THIS ASSUMPTION OF WARRANT AGREEMENT (this “Agreement”), is made and entered effective as of April 30, 2025, by and among Iris Acquisition Corp., a Delaware corporation (formerly known as Tribe Capital Growth Corp I) (the “Company”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Warrant Agreement (as defined below).
WHEREAS, the Company and the Warrant Agent previously entered into that certain Warrant Agreement, dated March 4, 2021 (the “Warrant Agreement”), pursuant to which the Warrant Agent agreed to act on behalf of the Company in connection with the issuance, registration, transfer, exchange, redemption and exercise of up to 6,900,000 warrants (the “Public Warrants”) underlying units issued in the Company’s initial public offering (the “IPO”), up to 5,013,333 warrants (the “Private Placement Warrants”) issued in a private placement consummated simultaneously with the IPO (the “Private Placement”), up to 1,000,000 Working Capital Warrants and any additional Post IPO Warrants;
WHEREAS, the IPO and the Private Placement were consummated on March 9, 2021;
WHEREAS, the Company has entered into a Business Combination Agreement (as amended, supplemented or otherwise modified from time to time, the “Combination Agreement”), which provides for a Business Combination between the Company and Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”);
WHEREAS, pursuant to the Combination Agreement, (i) Liminatus Pharma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo, will merge with and into Liminatus (the “Liminatus Merger”), with Liminatus surviving the Liminatus Merger as a direct wholly-owned subsidiary of ParentCo, and (ii) simultaneously with the Liminatus Merger, SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo, will merge with and into the Company (the “SPAC Merger” and, together with the Liminatus Merger, the “Mergers”), with the Company surviving the SPAC Merger as a direct wholly-owned subsidiary of ParentCo; and as a result of the Business Combination, holders of shares of Class A common stock of the Company and units of Liminatus will become holders of shares of common stock, par value $0.0001 per share, of ParentCo (“ParentCo Common Stock”);
WHEREAS, upon consummation of the Business Combination, as provided in Section 4.4 of the Warrant Agreement, the Warrants will no longer be exercisable for Common Stock of the Company but instead will be exercisable for ParentCo Common Stock; and
WHEREAS, in connection with the Business Combination, ParentCo wishes to confirm the assumption of the Company’s rights, duties, covenants and other obligations (the “Obligations”) under the Warrant Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
| 1. | Assumption of the Obligations. As of and with effect on and from the Closing (as defined in the Combination Agreement), the Company hereby assigns to ParentCo all of the Company’s rights, titles, interests and obligations in and under the Warrant Agreement; and ParentCo hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Warrant Agreement arising on, from and after the Closing. |
| 2. | Consent. The Warrant Agent hereby consents to (i) the assignment of the Warrant Agreement by the Company to ParentCo and the assumption of the Warrant Agreement by ParentCo from the Company, in each case effective as of the Closing, and (ii) the continuation of the Warrant Agreement, in full force and effect from and after the Closing. |
| 3. | No Amendments. Except for the assumption of the Obligations by ParentCo hereunder, the Warrant Agreement shall remain unchanged and in full force and effect. |
| 4. | Miscellaneous. |
| (a) | The Company and ParentCo agree to execute such reasonable further instruments or perform such reasonable acts which are or may become reasonably necessary to carry out the intent of this Agreement. |
| (b) | This Agreement shall be governed by and construed under the laws of the State of New York without regard to its conflict of laws principles. |
| (c) | This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. |
[The balance of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| IRIS ACQUISITION CORP. | ||
| By: | /s/ Sumit Mehta | |
| Name: Sumit Mehta | ||
| Title: Chief Executive Officer | ||
| IRIS PARENT HOLDING CORP. | ||
| By: | /s/ Chris Kim | |
| Name: Chris Kim | ||
| Title: CEO, Secretary, and Treasurer | ||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent | ||
| By: | /s/ Erika Young | |
| Name: Erika Young | ||
| Title: Vice President | ||
Exhibit 10.1
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2025, is made and entered into by and among Iris Acquisition Corp., a Delaware corporation formerly known as Tribe Capital Growth Corp I (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (the “ParentCo” or the “Company”)), Iris Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), the former members of Liminatus Pharma LLC set forth on the signature page hereto (“Liminatus Members”), Ewon Comfortech Co., Ltd. (the “Equity PIPE Subscribers”), Ewon Comfortech Co., Ltd. (the “Convertible Note PIPE Subscribers” and together with the Equity PIPE Subscribers, the “PIPE Subscribers” and together with the Sponsor, Cantor, the Liminatus Members and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
RECITALS
WHEREAS, the SPAC and certain former holders of the SPAC entered into that certain Registration Rights Agreement dated March 4, 2021 (the “Original Agreement”);
WHEREAS, Sponsor succeeded to the rights of the former holders under the Original Agreement;
WHEREAS, ParentCo, Sponsor, Liminatus Pharma LLC, a Delaware corporation (“Liminatus”), Liminatus Pharma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“Liminatus Merger Sub”), and SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ParentCo (“SPAC Merger Sub”) entered into a Business Combination Agreement as of November 30, 2022 (as amended, modified, supplemented or waived from time to time, the “Transaction Agreement” and the transactions contemplated by the Transaction Agreement to be completed on and prior to the closing date thereof, collectively, the “Business Combination”), pursuant to which, among other things, in the manner, and on the terms and subject to the conditions and exclusions set forth therein, effective as of the closing of the Business Combination, (a) Liminatus Merger Sub will merge with and into Liminatus, with Liminatus surviving as a direct wholly-owned subsidiary of ParentCo (the “Company Merger”), and (b) simultaneously with the Company Merger, SPAC Merger Sub will merge with and into IRIS, with IRIS surving as a direct wholly-owned subsidiary of ParentCo (the “SPAC Merger” and, together with the Company Merger, the “Mergers”).
WHEREAS, pursuant to the Mergers, the Sponsor and Liminatus Members were issued common stock, par value $0.0001 of ParentCo (“Common Stock”) and may be issued shares of Common Stock in the future pursuant to the terms of the Transaction Agreement;
WHEREAS, pursuant to the Mergers, Sponsor and Cantor were issued certain warrants to purchase Common Stock (the “Warrants”);
WHEREAS, ParentCo, SPAC and the Equity PIPE Subscribers have entered into that certain Subscription Agreement, dated as of November 28, 2022 (the “Equity Subscription Agreement”), pursuant to which the Equity PIPE Subscribers purchased shares of the Common Stock;
WHEREAS, ParentCo, SPAC and the Convertible Note PIPE Subscribers have entered into that certain Convertible Note Subscription Agreement, dated as of November 28, 2022 (the “Convertible Note Subscription Agreement”), pursuant to which the Convertible Note PIPE Subscribers purchased convertible notes of ParentCo (the “Convertible Notes”) that are convertible into shares of the Common Stock pursuant to the terms of such Convertible Notes;
WHEREAS, the Company and the Holders desire to amend the Original Agreement in the form of this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree to amend and restated the Original Agreement in its entirety as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.
“Agreement” shall have the meaning given in the Preamble.
“Block Trade” means an offering or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) effected pursuant to a Registration Statement without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.
“Board” shall mean the Board of Directors of the Company.
“Business Combination” shall have the meaning given in the Recitals.
“Business Day” means any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in New York, New York, excluding as a result of “stay at home”, “shelter-in-place”, “non-Liminatus employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental entity so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day.
“Cantor Private Placement Warrants Purchase Agreement” shall mean that certain Private Placement Warrants Purchase Agreement between SPAC and Cantor dated as of March 4, 2021.
“Commission” shall mean the Securities and Exchange Commission.
“Common Stock” shall have the meaning given in the Recitals.
“Company” shall have the meaning given in the Preamble.
“Company Merger” shall have the meaning given in the Recitals.
“Convertible Note PIPE Subscribers” shall have the meaning given in the Preamble.
“Convertible Note Subscription Agreement” shall have the meaning given in the Recitals.
“Convertible Notes” shall have the meaning given in the Recitals.
“Demand Registration” shall have the meaning given in subsection 2.1.1.
“Demanding Holder” shall have the meaning given in subsection 2.1.4.
“Effectiveness Deadline” shall have the meaning given in subsection 2.1.1.
“Equity PIPE Subscribers” shall have the meaning given in the Preamble.
“Equity Subscription Agreement” shall have the meaning given in the Recitals.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“Filing Deadline” shall have the meaning set forth in subsection 2.1.1.
“Form S-1 Shelf” shall have the meaning given in subsection 2.1.1.
“Form S-3 Shelf” shall have the meaning given in subsection 2.3.
“Holder” and “Holders” shall have the meaning given in the Preamble.
“Insider Letter” shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and each of the Company’s officers, directors, director nominees and advisors.
“Liminatus” shall have the meaning given in the Recitals.
“Liminatus Members” shall have the meaning given in the Preamble.
“Liminatus Merger Sub” shall have the meaning given in the Recitals.
“Lock-up Period” shall mean, with respect to 1/3 of the Lock-up Shares the period ending on the date that is 6 months following the Closing (as defined in the Transaction Agreement), with respect to an additional 1/3 of the Lock-up Shares, the period ending on the date that is 12 months following the Closing, and with respect to the remainder of the Lock-up Shares, the period ending on the date that is 24 months following the Closing; provided that the Lock-up Period shall immediately end on (x) the date on which the VWAP of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.
“Lock-up Shares” shall mean shares of Common Stock of ParentCo received by each Holder pursuant to the Business Combination Agreement (including any securities convertible into, or exchangeable for, or representing the rights to receive shares of Common Stock of ParentCo, if any, acquired during the Lock-up Period), but excluding the Equity PIPE Subscribers and the Convertible Note PIPE Subscribers who shall not be subject to the Lock-up Agreement.
“Maximum Number of Securities” shall have the meaning given in subsection 2.1.6.
“Merger” shall have the meaning given in the Recitals.
“Minimum Takedown Threshold” shall have the meaning given in subsection 2.1.4.
“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under which they were made) not misleading.
“ParentCo” shall have the meaning given in the Preamble.
“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Lock-up Period, as the case may be, under the Insider Letter, the Cantor Private Placement Warrants Purchase Agreement, this Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.
“Piggyback Registration” shall have the meaning given in subsection 2.2.1.
“PIPE Subscribers” shall have the meaning given in the Preamble.
“Pro Rata” shall have the meaning given in subsection 2.1.4.
“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable Security” shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Convertible Notes, (b) the Warrants and the Common Stock issued or issuable upon the exercise of the Warrants, (c) any outstanding share of the Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, (d) any shares of Common Stock issued or issuable after the date hereof pursuant to the Transaction Agreement, (e) the shares of Common Stock issued or issuable pursuant to the Equity PIPE Subscription Agreement, and (f) any other equity security of the Company issued or issuable with respect to any such share of the Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Common Stock is then listed;
(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);
(C) printing, messenger, telephone and delivery expenses;
(D) reasonable fees and disbursements of counsel for the Company;
(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and
(F) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.
“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Requesting Holders” shall have the meaning given in subsection 2.1.6.
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.
“Shelf Registration” shall have the meaning given in Section 2.1.
“SPAC” shall have the meaning given in the Preamble.
“SPAC Merger” shall have the meaning given in the Recitals.
“SPAC Merger Sub” shall have the meaning given in the Recitals.
“Sponsor” shall have the meaning given in the Preamble.
“Subsequent Shelf Registration” shall have the meaning given in subsection 2.1.2.
“Trading Day” means a day during which trading in the Common Stock generally occurs.
“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the NYSE, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).
“Transaction Agreement” shall have the meaning given in the Recitals.
“Transfer” shall mean the (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).
“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.
“Underwritten Lock-up Period” shall have the meaning given in subsection 2.3.
“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
“Underwritten Shelf Takedown” shall have the meaning given in subsection 2.1.4.
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Board, the fees and expenses of which shall be paid by the Company.
“Withdrawal Notice” shall have the meaning given in subsection 2.1.7.
“Yearly Limit” shall have the meaning given in subsection 2.1.4.
ARTICLE II
REGISTRATIONS
2.1 Shelf Registration.
2.1.1 Filing. The Company shall, subject to Section 3.4 hereof, submit or file within 30 days of the closing date of the Business Combination (the “Filing Deadline”), and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration (“Shelf Registration”) on Form S-1 (the “Form S-1 Shelf”), or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have the Shelf Registration declared effective after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the earlier of (A) the filing of the Registration Statement and (B) the Filing Deadline, and (ii) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such deadline the “Effectiveness Deadline”), provided, that if the Filing Deadline or Effectiveness Deadline falls on Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline or Effectiveness Deadline, as the case may be, shall be extended to the next Business Day on which the Commission is open for business. Such Shelf Registration shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Subject to Sections 2.1.2 and 3.4 hereof, the Company shall maintain a Shelf Registration in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration continuously effective, available for use by the Holders named therein to sell their Registrable Securities included therein, and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3.
2.1.2 Subsequent Shelf Registration. If any Shelf Registration ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4 hereof, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf Registration to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities under such Subsequent Shelf Registration (determined as of two Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use by the Holders named therein to sell their Registrable Securities included therein, and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3, to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.
2.1.3 Additional Registrable Securities. Subject to Section 3.4 hereof, in the event that any Holder or Holders, collectively, hold Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of any such Holder or Holders, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then-available Shelf Registration (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf Registration or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, that (i) the Company shall only be required to cause such Registrable Securities to be covered if the total offering price thereof is reasonably expected to exceed, in the aggregate, $10 million and (ii) the Company shall only be required to register Registrable Securities pursuant to this Section 2.1.3 twice per calendar year.
2.1.4 Requests for Underwritten Shelf Takedown. Following the expiration of the Lock-up Period, if applicable, at any time and from time to time when an effective Shelf Registration is on file with the Commission, any Liminatus Member, PIPE Subscribers, Cantor, or the Sponsor, or any combination thereof (any of the Liminatus Members, PIPE Subscribers, Cantor, or the Sponsor making such demand, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to a Shelf Registration (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include (a) Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $10 million (the “Minimum Takedown Threshold”) or (b) if the Demanding Holders hold Registrable Securities with a total offering price reasonably expected to be less than the Minimum Takedown Threshold, all of the Registrable Securities held by a Demanding Holder. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the prior approval by the Demanding Holder(s) (which shall not be unreasonably withheld, conditioned or delayed). The Liminatus Members, PIPE Subscribers, Cantor and the Sponsor, may each demand Underwritten Shelf Takedowns pursuant to this Section 2.1.4 not more than two times in any twelve (12) month period (the “Yearly Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3, which is then available for such offering.
2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advise(s) the Company, the Demanding Holder(s) and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holder(s) and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of shares of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown without exceeding the Maximum number of Securities).
2.1.6 Underwritten Shelf Takedown Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that any other Demanding Holder(s) may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4 hereof and shall count toward the Yearly Limit, unless either (i) the Demanding Holder(s) making the withdrawal has not previously withdrawn any Underwritten Shelf Takedown or (ii) the Demanding Holder(s) making the withdrawal reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any other Demanding Holder(s) elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Demanding Holders for purposes of Section 2.1.4 hereof and shall count toward the Yearly Limit. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Demanding Holders and Requesting Holders. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.
2.2 Piggyback Registration.
2.2.1 Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.
2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Common Stock that the Company desires to sell, taken together with (i) the Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.
2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3 Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade) or any Company-initiated Registration for the account of the Company (subject to the Company’s compliance with Section 2.2 hereof), each Holder that is an executive officer, director or Holder in excess of 5% of the then-outstanding shares of Common Stock agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering (the “Underwritten Lock-up Period”), except as expressly permitted by such lock-up agreement or in the event the Underwriters managing the offering otherwise consent in writing. Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as the Company’s directors and executive officers or the other shareholders of the Company). The Company will not be obligated to undertake an Underwritten Shelf Takedown during any Underwritten Lock-up Period binding on the Holders, nor will the Company be obligated to include in any Piggyback Registration any Registrable Securities that are then subject to a “lock-up” agreement.
2.4 Block Trades.
2.4.1 Notwithstanding any other provisions of this Agreement, but subject to Section 3.4, if a Demanding Holder desires to effect a Block Trade, with a total offering price reasonably expected to exceed, in the aggregate, either (x) the Minimum Takedown Threshold or (y) all remaining Registrable Securities held by such Demanding Holder, then notwithstanding the time periods provided for in Section 2.2.1, such Demanding Holder only needs to notify the Company of the Block Trade at least three (3) business days prior to the day such offering is to commence and the Company shall as promptly as is reasonably practicable, use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holder wishing to engage in the Block Trade shall use its commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to such Block Trade.
2.4.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade, the Demanding Holder that initiated such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.4.2 in the first instance of any such withdrawal; provided, that the Holder shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to any subsequent withdrawal under this Section 2.4.2.
2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement.
2.4.4 The Demanding Holder wishing to engage in a Block Trade shall have the right to select the Underwriters, placement agents or sales agents (if any) for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), provided, that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.
2.4.5 A Holder in the aggregate may demand no more than two Block Trades pursuant to this Section 2.4 in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.
2.5 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a request for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof and it continues to actively employ, in good faith, all reasonable best efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result that it is Liminatus to defer the undertaking of such Underwritten Offering at such time, then in each case, as applicable, the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating the applicable reason(s) set forth in Clauses (A) through (C) above underlying the Company’s decision to defer the undertaking of such Underwritten Offering. In such event, the Company shall have the right to defer such offering for a period of not more than sixty (60) days; provided, however, that the Company shall not defer its obligations in this manner more than once in any twelve (12) month period.
ARTICLE III
COMPANY PROCEDURES
3.1 General Procedures. If at any time the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:
3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;
3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by any Holder or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and each Holder of Registrable Securities included in such Registration, and each such Holder’s legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and each Holder of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as any Holder of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;
3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;
3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders, or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;
3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;
3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);
3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.
3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.
3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.
3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of the Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.
4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.
4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
ARTICLE V
LOCK-UP
5.1 Lock-up. Pursuant to the Lock-Up Agreement, the Sponsor, Cantor, and the Liminatus Members agree that they shall not Transfer any Lock-up Shares until the end of the Lock-up Period, except as permitted by and in accordance with the Lock-Up Agreement.
ARTICLE VI
MISCELLANEOUS
6.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 6 Centerpointe Dr., #625, La Palma, CA 90623, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.
6.2 Assignment; No Third Party Beneficiaries.
6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.
6.2.2 Prior to the expiration of the Lock-up Period, if applicable, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement.
6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.
6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 6.2 hereof.
6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.
6.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
6.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.
6.5 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
6.6 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
6.7 Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
| SPAC: | |||
| IRIS ACQUISITION CORP., a Delaware corporation | |||
| By: | /s/ Sumit Metha | ||
| Name: | Sumit Metha | ||
| Title: | Chief Executive Officer | ||
| COMPANY: | |||
| IRIS PARENT HOLDING CORP., a Delaware corporation | |||
| By: | /s/ Chris Kim | ||
| Name: | Chris Kim | ||
| Title: | General Counsel | ||
| HOLDERS: | |||
| IRIS ACQUISITION HOLDINGS LLC, a Delaware limited liability company | |||
| By: | /s/ Sumit Mehta | ||
| Name: | Sumit Mehta | ||
| Title: | Chief Executive Officer | ||
| VALETUDO THERAPEUTICS LLC, a Delaware limited liability company | |||
| By: | /s/ Chris Kim | ||
| Name: | Chris Kim | ||
| Title: | CEO | ||
| FEELUX CO., LTD, a [ ] company | |||
| By: | /s/ Bae Bo Sung | ||
| Name: | Bae Bo Sung | ||
| Title: | CEO | ||
| CANTOR FITZGERALD & CO., a [ ] company | |||
| By: | |||
| Name: | |||
| Title: | |||
|
EQUITY PIPE SUBSCRIBERS:
EWON COMFORTECH CO., LTD., a South Korean company | |||
| By: | /s/ Joo Sung Park | ||
| Name: | Joo Sung Park | ||
| Title: | CEO | ||
Exhibit 14.1
CODE OF BUSINESS CONDUCT AND ETHICS
OF
LIMINATUS PHARMA, INC.
Adopted: April 30, 2025
The Board of Directors (the “Board”) of Liminatus Pharma, Inc. (the “Company”) has adopted this Code of Business Conduct and Ethics (this “Code”) to provide value for our stockholders; and
| · | To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; |
| · | To promote accurate, fair and timely reporting of the Company’s financial results and condition and other information the Company releases to the public market in reports it files with the Securities and Exchange Commission (the “SEC”); |
| · | To comply with applicable laws and governmental rules and regulations; |
| · | To prompt internal reporting of violations of this Code; |
| · | To protect the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and |
| · | To deter wrongdoing. |
All directors, officers, employees and independent contractors of the Company are expected to be familiar with this Code and to adhere to the principles and procedures set forth in this Code. For purposes of this Code, all directors, officers, employees and independent contractors are referred to collectively as “employees” or “you” throughout this Code.
A. Honest and Ethical Conduct
All directors, officers, employees and independent contractors owe duties to the Company to act with integrity. Integrity requires, among other things, being honest and ethical. This includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
All directors, officers, employees and independent contractors have the following duties:
| · | To conduct business with professional courtesy and integrity, and act honestly and fairly without prejudice in all commercial dealings; |
| · | To work in a safe, healthy and efficient manner, using skills, time and experience to the maximum of abilities; |
| · | To comply with applicable Company policies and job requirements, and adhere to a high standard of business ethics; |
| · | To observe laws, governmental rules, regulations and accounting standards; |
| · | To deal fairly with the Company’s customers, suppliers, competitors and employees, and not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealings. |
| · | To achieve responsible use of and control over all assets and resources employed or entrusted. |
| · | To maintain the confidentiality of information where required or consistent with Company policies; and |
| · | Not to disclose information or documents relating to the Company or its business, other than as required by law, not to make any unauthorized public comment on Company affairs and not to misuse any information about the Company or its associates, and not to accept improper or undisclosed material personal benefits from third parties as a result of any transaction or transactions of the Company. |
B. Conflicts of Interest
A “conflict of interest” arises when an individual’s personal interest interferes or appears to interfere with the interests of the Company. A conflict of interest can arise when a director, officer or employee takes actions or has personal interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest should be avoided.
There are a variety of situations in which a conflict of interest may arise. While it would be impractical to attempt to list all possible situations, some common types of conflicts may be:
| · | To serve as a director, employee or contractor for a company that has a business relationship with, or is a competitor of the Company; |
| · | To enter into any financial transaction, arrangement, or relationship that is beyond the ordinary course of business, involving the Company; |
| · | To have a financial interest in a competitor, supplier or customer of the Company; |
| · | To receive improper personal benefits from a competitor, supplier or customer, as a result of any transaction or transactions of the Company; |
| · | To accept financial interest beyond entertainment or nominal gifts in the ordinary course of business, such as a meal or a coffee mug; or |
| · | To use for personal gain, rather than for the benefit of the Company, an opportunity that is offered to you solely in your capacity as an employee, officer or director of the Company and that is one that the Company is legally and contractually permitted to undertake and that is otherwise reasonable for the Company to pursue. |
In most cases, anything that would constitute a conflict for a director, officer or employee also would present a conflict if it is related to a member of his or her family.
Interests in other companies, including potential competitors and suppliers, that are purely for management of the other entity, or where an otherwise questionable relationship is disclosed to the Board and any necessary action is taken to ensure there will be no effect on the Company, are not considered conflicts unless otherwise determined by the Board.
Evaluating whether a conflict of interest exists can be difficult and may involve a number of considerations. We also encourage you to seek guidance from our Chief Financial Officer when you have any questions or doubts.
C. Related-Party Transactions
The Company shall strive to avoid, wherever possible, all Related-Party Transactions (as defined below) that could result in actual or potential conflicts of interests, except if in accordance with the approval process and guidelines included below.
“Related-Party Transactions” are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, (2) the Company or any of the Company’s subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of the Company’s common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b) (each, a “Related Party”), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).
Approval Process and Guidelines.
| · | Each director and executive officer shall identify, any Related-Party Transaction involving a Related Party and inform the Audit Committee of the Board (the “Audit Committee”) before the Company may engage in the transaction with a Related Party. Each of the Company’s directors and officers shall complete a directors’ and officers’ questionnaire that elicits information about Related-Party Transactions. |
| · | In the event that the Company proposes to enter into, or materially amend, a Related-Party Transaction, the Chief Financial Officer shall present such Related-Party Transaction to the Audit Committee for review and consideration. |
| · | Any Related-Party Transaction, if not a Related-Party Transaction when originally consummated, or if not initially identified as a Related-Party Transaction prior to consummation, shall be submitted to the Audit Committee for review as soon as reasonably practicable. |
D. Disclosure
Each director, officer or employee, to the extent involved in the Company’s disclosure process, including the Chief Executive Officer or Chief Financial Officer is required to be familiar with the Company’s disclosure controls and procedures applicable to him or her so that the Company’s public reports and documents comply in all material respects with the applicable securities laws and rules. In addition, each such person having direct or supervisory authority regarding these securities filings or the Company’s other public communications concerning its general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosures.
Each director, officer or employee, to the extent involved in the Company’s disclosure process must:
| · | Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company. |
| · | Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators and self-regulatory organizations. |
E. Compliance
It is the Company’s policy to comply with all applicable laws, rules and regulations. It is the responsibility of each employee, officer and director to adhere to the standards and restrictions imposed by those laws, rules and regulations in the performance of their duties for the Company, including those relating to accounting and auditing matters and insider trading.
The Board endeavors to ensure that the directors, officers and employees of the Company act with integrity and observe the highest standards of behavior and business ethics in relation to their corporate activities.
Specifically, directors, officers and employees must:
| · | Comply with the law; |
| · | Act in the best interests of the Company; |
| · | Be responsible and accountable for their actions; and |
| · | Observe the ethical principles of fairness, honesty and truthfulness, including disclosure of potential conflicts. |
Generally, it is against Company policies for any individual to profit from undisclosed information relating to the Company or any other company in violation of insider trading or other laws. Anyone who is aware of material nonpublic information relating to the Company, our customers, or other companies may not use the information to purchase or sell securities in violation of securities laws.
If you are uncertain about the legal rules involving your purchase or sale of any Company securities or any securities in companies that you are familiar with by virtue of your work for the Company, you should consult with the Chief Financial Officer before making any such purchase or sale.
F. Reporting and Accountability
The Board has the authority to interpret this Code in any particular situation. Any director, officer or employee who becomes aware of any known or suspected violation of this Code is required to notify the Chief Financial Officer promptly.
Any questions relating to how these policies should be interpreted or applied should be addressed to the Chief Financial Officer.
Each director, officer or employee must:
| · | Notify the Chief Financial Officer promptly of any existing or potential violation of this Code; and |
| · | Not retaliate against any other director, officer or employee for reports of potential violations. |
The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:
| · | The Chief Financial Officer, as appropriate, will take all appropriate action to investigate any violations reported. After the conclusion of an investigation of a director or executive officer, the conclusions shall be reported to the Board. |
| · | The Board will conduct such additional investigation as it deems necessary. The Board will determine whether a director or executive officer has violated this Code. Upon being notified that a violation has occurred, the Company will take such disciplinary or preventive action as deemed appropriate, up to and including dismissal. |
G. Corporate Opportunities
Employees, officers and directors are prohibited from taking (or directing to a third party) a business opportunity that is offered to them solely in their capacity as an employee, officer or director of the Company and that is one that the Company is legally and contractually permitted to undertake and that is otherwise reasonable for the Company to pursue, unless the Company has already been offered the opportunity and turned it down.
Sometimes, the line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain activities. Employees, officers and directors who intend to make use of Company property or services in a manner not solely for the benefit of the Company should consult beforehand with the Chief Financial Officer.
H. Confidentiality
In carrying out the Company’s business, employees, independent contractors, officers and directors often learn confidential or proprietary information about the Company, its customers, suppliers, or joint venture parties. Employees, independent contractors, officers and directors must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of our Company, and of other companies, includes any non-public information that would be harmful to the relevant company or useful or helpful to competitors if disclosed.
I. Fair Dealing
Our core value of operating is based on responsiveness, openness, honesty and trust with our members, business partners, employees and stockholders. We do not seek competitive advantages through illegal or unethical business practices. Each employee, officer and director should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.
J. Protection and Proper Use of Company Assets
All employees, officers and directors should protect the Company’s assets and ensure their efficient use. All Company assets should be used only for legitimate business purposes. Theft, carelessness and waste have a direct impact on our profit.
K. Waivers and Amendments
From time to time, the Company may waive provisions of this Code. Any employee or director who believes that a waiver may be called for should discuss the matter with the Chief Financial Officer.
Any waiver of the Code for executive officers or directors of the Company must be approved by the Board. The Company will disclose any such waivers within four business days by filing a current report on Form 8-K with the Commission or, in cases where a Form 8-K is not required, by distributing a press release, in each case as required by Section 5610 of the Nasdaq Stock Market LLC Rules or any other applicable law or rule of any other applicable stock exchange. Alternatively, the Company may disclose any such waivers on the Company’s website in a manner that satisfies the requirements of Item 5.05(c) of Form 8-K.
The Company is committed to continuously reviewing and updating its policies, and therefore reserves the right to amend this Code at any time, for any reason, subject to applicable law.
Exhibit 16.1
May 6, 2025
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Liminatus Pharma, Inc. (formerly known as Iris Parent Holding Corp.) under Item 4.01 of its Form 8-K dated April 30, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Liminatus Pharma, Inc. (formerly known as Iris Parent Holding Corp.) contained therein.
Very truly yours,
/s/ Marcum llp
Marcum llp
Exhibit 21.1
List of Subsidiaries
| Subsidiary | Place of Incorporation | |
| Liminatus Pharma, LLC | Delaware | |
| Iris Acquisition Corp | Delaware |
Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholder of
Iris Parent Holding Corp.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Iris Parent Holding Corp. (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholder’s equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and its results of operations and cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
The Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has no substantive operations, and insufficient cash as of December 31, 2024, to fund operations for twelve months from the date of this report. All of these matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2025.
Whippany, New Jersey
May 6, 2025
IRIS PARENT HOLDING CORP.
CONSOLIDATED BALANCE SHEETS
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Total Assets | $ | - | $ | - | ||||
| Liabilities and stockholder's equity | ||||||||
| Current liabilities: | ||||||||
| Accrued expenses | $ | 805 | $ | 400 | ||||
| Total liabilities | 805 | 400 | ||||||
| Commitments and Contingencies (Note 4) | ||||||||
| Stockholder's equity | ||||||||
| Common stock, $0.0001 par value; 1,000 shares authorized; 100 shares issued and outstanding as of December 31, 2024 and 2023, respectively | - | - | ||||||
| Additional paid in capital | 10 | 10 | ||||||
| Stock subscription receivable | (10 | ) | (10 | ) | ||||
| Accumulated deficit | (805 | ) | (400 | ) | ||||
| Total stockholder's equity | (805 | ) | (400 | ) | ||||
| Total liabilities and stockholder's equity | $ | - | $ | - | ||||
The accompanying notes are an integral part of these consolidated financial statements.
IRIS PARENT HOLDING CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Franchise tax expense | $ | 405 | $ | 378 | ||||
| Loss from operations | (405 | ) | (378 | ) | ||||
| Net loss | $ | (405 | ) | $ | (378 | ) | ||
| Weighted average shares outstanding - basic and diluted | 100 | 100 | ||||||
| Basic and diluted net loss per share | $ | (4.05 | ) | $ | (3.78 | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
IRIS PARENT HOLDING CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
| Common Stock | ||||||||||||||||||||||||
| Shares | Amount | Additional
Paid in Capital | Stock
Subscription Receivable | Accumulated Deficit | Stockholder's Equity | |||||||||||||||||||
| December 31, 2022 | 100 | $ | - | $ | 10 | $ | (10 | ) | $ | (22 | ) | $ | (22 | ) | ||||||||||
| Net loss | - | - | - | - | (378 | ) | (378 | ) | ||||||||||||||||
| December 31, 2023 | 100 | - | 10 | (10 | ) | (400 | ) | (400 | ) | |||||||||||||||
| Net loss | - | - | - | - | (405 | ) | (405 | ) | ||||||||||||||||
| December 31, 2024 | 100 | $ | - | $ | 10 | $ | (10 | ) | $ | (805 | ) | $ | (805 | ) | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
IRIS PARENT HOLDING CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (405 | ) | $ | (378 | ) | ||
| Changes in current assets and liabilities: | ||||||||
| Accrued expenses | 405 | 378 | ||||||
| Net cash provided by operating activities | - | - | ||||||
| Net change in cash | - | - | ||||||
| Cash - beginning of the year | - | - | ||||||
| Cash - end of the year | $ | - | $ | - | ||||
The accompanying notes are an integral part of these consolidated financial statements.
IRIS PARENT HOLDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Organization and Business Operations
Iris Parent Holding Corp. (the “Company”) was incorporated in the State of Delaware on November 23, 2022. The purpose of the Company is to facilitate a business combination, as further described below.
Wholly-owned subsidiaries
The Company has two wholly-owned subsidiaries, Liminatus Pharma Merger Sub, Inc., a Delaware corporation (“Liminatus Merger Sub”), and SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“SPAC Merger Sub”). The purpose of these two wholly-owned subsidiaries is to facilitate a business combination.
Business Combination
On November 30, 2022, Iris Acquisition Corporation, 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”) whereby (a) Liminatus Merger Sub will merge 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 will merge 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”).
Pursuant to the Business Combination Agreement: (i) immediately prior to the effective time of the Mergers (the “Effective Time”), 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 whole 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 (“Common Stock”), 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 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.
Pursuant to the Business Combination Agreement, on April 30, 2025, in sequential order: (a) Liminatus Merger Sub merged with and into Liminatus, with Liminatus continuing as the surviving company and a wholly owned subsidiary of the Company and (b) simultaneously with the Liminatus Merger, SPAC Merger Sub merged with and into Iris, with Iris surviving the SPAC Merger as a direct wholly-owned subsidiary of the Company.
Liquidity, Capital Resources and Going Concern
As discussed above, the Company currently has no substantive operations, and the purpose of the Company is to facilitate the Business Combination. Management has determined that if the Company is unable to complete the Business Combination, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution of Iris of June 30, 2025 raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities as reported within these consolidated financial statements.
Note 2. Significant Accounting Policies
Basis of Presentation
The Company’s 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company Status
The Company is 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 the Securities Exchange Act of 1934, as amended) 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 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.
Use of Estimates
The preparation of the 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 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.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.
Segments
The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single 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 to manage the Company’s operations. The Company’s functional expenses related to franchise tax expenses and did not include any compensation-related expenses.
Franchise Taxes
The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Franchise tax liabilities and related interest and penalties incurred are recorded in accrued expenses on the consolidated balance sheet. For the years ended December 31, 2024 and 2023, the Company recorded $405 and $378, respectively, of franchise tax expense and related penalties and interest. As of December 31, 2024 and 2023, the Company had a franchise tax liability of $805 and $400, respectively.
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 no tax accruals relating to uncertain tax positions.
The Company recognizes accrued interest and penalties related to unrecognized tax positions as income tax expense. There were no unrecognized tax positions and no amounts accrued for interest and penalties as of December 31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. No unrecognized tax benefits were identified as of December 31, 2024 or 2023.
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The Company adopted this standard effective January 1, 2024 using a retrospective method. For further information, refer to the Segments section in Note 2 Significant Accounting Policies.
Recently Issued Accounting Pronouncements – Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires entities to disclose additional categories about federal, state and foreign income taxes in the effective tax rate reconciliation as well as provide annual income taxes paid disaggregated by federal, state and foreign taxes. The standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company does not believe that the adoption of this accounting pronouncement would have a material effect on the Company’s consolidated financial statements and related disclosures.
Management does not believe that any additional recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.
Note 3. Related Party Transactions
In November 2022, the Company issued 100 shares of the Company’s common stock for an aggregate purchase price of $10 to Chris Kim, the Company’s Chief Executive Officer. Such shares on the date of issuance were duly and validly authorized and issued. Each outstanding share of stock has voting power equal to one vote on each matter submitted at any stockholder’s meeting. As of the date of these consolidated financial statements, no consideration has been received from Mr. Kim for the issuance of these shares. Accordingly, the Company has recorded a “Stock subscription receivable” within the stockholder’s equity section on its consolidated balance sheet as of December 31, 2024 and 2023.
Note 4. Commitments and Contingencies
The Company is not a party to any material legal proceedings and is not aware of any material pending or threatened claims. The Company does not have any commitments as of December 31, 2024 and 2023.
Note 5. Subsequent Events
The Company has completed an evaluation of all subsequent events through the date of this filing to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements and events which occurred but were not recognized in the consolidated financial statements. No subsequent events were identified other than the closing of the Business Combination, as discussed Note 1.
Exhibit 99.2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors, Stockholders, and Members of
Liminatus Pharma, LLC:
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Liminatus Pharma, LLC (the “Company”) as of December 31, 2024 and 2023, the related statements of operations, changes in members’ deficit, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has had recurring losses and negative operating cash flows since inception, an accumulated deficit as of December 31, 2024, and insufficient cash and cash equivalents as of December 31, 2024, to fund operations for twelve months from the date of this report. All of these matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2022.
Whippany, New Jersey
May 6, 2025
LIMINATUS PHARMA, LLC
BALANCE SHEETS
(in thousands)
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 56 | $ | 434 | ||||
| Loan receivable | 3,669 | 819 | ||||||
| Due from related party, current | - | 126 | ||||||
| Deferred transaction costs | 1,401 | 840 | ||||||
| Prepaid and other current assets | 156 | 22 | ||||||
| Total current assets | 5,282 | 2,241 | ||||||
| Non-current assets: | ||||||||
| Due from related party, non-current | 126 | - | ||||||
| Property and equipment, net | 1 | 1 | ||||||
| Total non-current assets | 127 | 1 | ||||||
| TOTAL ASSETS | $ | 5,409 | $ | 2,242 | ||||
| LIABILITIES AND MEMBERS' DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 1,484 | $ | 933 | ||||
| Accrued interest, related parties | 955 | 616 | ||||||
| Due to research and development partner | 1,782 | 242 | ||||||
| Due to related parties | 195 | 195 | ||||||
| Accrued maintenance fee | 360 | - | ||||||
| Short-term debt, related parties | 19,973 | 16,050 | ||||||
| Total liabilities | 24,749 | 18,036 | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 8) | ||||||||
| Members' deficit: | ||||||||
| Class A Member Units | 4,547 | 4,547 | ||||||
| Class B Member Units | 167 | 167 | ||||||
| Additional paid-in capital | 4,611 | 4,611 | ||||||
| Accumulated deficit | (28,665 | ) | (25,119 | ) | ||||
| Total members' deficit | (19,340 | ) | (15,794 | ) | ||||
| TOTAL LIABILITIES AND MEMBERS' DEFICIT | $ | 5,409 | $ | 2,242 | ||||
The accompanying notes are an integral part of these financial statements.
LIMINATUS PHARMA, LLC
STATEMENTS OF OPERATIONS
(in thousands, except member unit and per member unit data)
| For the year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Operating expenses: | ||||||||
| General and administrative | $ | 645 | $ | 1,062 | ||||
| Research and development | 2,685 | 3,757 | ||||||
| Total operating expenses | 3,330 | 4,819 | ||||||
| Loss from operations | (3,330 | ) | (4,819 | ) | ||||
| Other income (expense): | ||||||||
| Interest expense, related parties | (339 | ) | (175 | ) | ||||
| Interest income | 123 | 10 | ||||||
| Total other income (expense), net | (216 | ) | (165 | ) | ||||
| Net loss | $ | (3,546 | ) | $ | (4,984 | ) | ||
| Net loss per Class A member unit, basic and diluted | $ | (0.02 | ) | $ | (0.03 | ) | ||
| Net loss per Class B member unit, basic and diluted | $ | (0.11 | ) | $ | (0.15 | ) | ||
| Weighted average Class A member units outstanding, basic and diluted | 95,555,554 | 85,825,570 | ||||||
| Weighted average Class B member units outstanding, basic and diluted | 16,666,666 | 16,666,666 | ||||||
The accompanying notes are an integral part of these financial statements.
LIMINATUS PHARMA, LLC
STATEMENTS OF CHANGES IN MEMBERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(in thousands, except member unit data)
| For the years ended December 31, 2024 and 2023 | ||||||||||||||||||||||||||||
| Class A Member Units | Class B Members Units | Additional Paid-in | Accumulated | Total Members' | ||||||||||||||||||||||||
| Units | Amount | Units | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance at December 31, 2022 | 57,000,000 | $ | 4,000 | 16,666,666 | $ | 167 | $ | 5,158 | $ | (20,135 | ) | $ | (10,810 | ) | ||||||||||||||
| Cancellation of member units related to Metavagen license termination | (40,000,000 | ) | (239 | ) | - | - | 239 | - | - | |||||||||||||||||||
| Issuance of Class A member units in exchange for CD-47 License Agreement | 78,555,554 | 786 | - | - | (786 | ) | - | - | ||||||||||||||||||||
| Net loss | - | - | - | - | - | (4,984 | ) | (4,984 | ) | |||||||||||||||||||
| Balance at December 31, 2023 | 95,555,554 | $ | 4,547 | 16,666,666 | $ | 167 | $ | 4,611 | $ | (25,119 | ) | $ | (15,794 | ) | ||||||||||||||
| Net loss | - | - | - | - | - | (3,546 | ) | (3,546 | ) | |||||||||||||||||||
| Balance at December 31, 2024 | 95,555,554 | $ | 4,547 | 16,666,666 | $ | 167 | $ | 4,611 | $ | (28,665 | ) | $ | (19,340 | ) | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
LIMINATUS PHARMA, LLC
STATEMENTS OF CASH FLOWS
(in thousands)
| For the year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (3,546 | ) | $ | (4,984 | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Advances for research and development | - | 1,684 | ||||||
| Due from related party, current | - | (26 | ) | |||||
| Deferred transaction costs | - | (840 | ) | |||||
| Prepaid and other current assets | (134 | ) | (12 | ) | ||||
| Accounts payable and accrued expenses | (10 | ) | 425 | |||||
| Accrued maintenance fee | 360 | - | ||||||
| Accrued interest, related parties | 339 | 175 | ||||||
| Due to research and development partner | 1,540 | 242 | ||||||
| Due to related parties, current | - | (9 | ) | |||||
| Net cash used in operating activities | (1,451 | ) | (3,345 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Loans to IRIS Acquisition Corp | (2,850 | ) | (819 | ) | ||||
| Net cash used in investing activities | (2,850 | ) | (819 | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of short-term debt, related party | 3,923 | 3,406 | ||||||
| Repayment of short-term debt, related party | - | (3,856 | ) | |||||
| Net cash provided by (used in) financing activities | 3,923 | (450 | ) | |||||
| Net change in cash | (378 | ) | (4,614 | ) | ||||
| Cash, beginning of the year | 434 | 5,048 | ||||||
| Cash, end of the year | $ | 56 | $ | 434 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| Supplemental disclosure of non-cash financing and investing activities: | ||||||||
| Deferred transaction costs in accounts payable | $ | 561 | $ | - | ||||
| Cancellation of member units related to Metavagen license termination | $ | - | $ | 239 | ||||
| Issuance of Class A member units in exchange for CD-47 License Agreement | $ | - | $ | 786 | ||||
The accompanying notes are an integral part of these financial statements.
LIMINATUS PHARMA, LLC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Note 1. Organization and Description of Business Operations
Liminatus Pharma, LLC (“Liminatus” or the “Company”) was formed by issuing member units to Consonatus, Inc. (the “Initial Member”), which is controlled by Chris Kim, the Chief Executive Officer (“CEO”) of the Company, on April 12, 2018 under the laws of Delaware. Liminatus is a pre-clinical stage, single-asset biopharmaceutical company. Liminatus is developing novel cancer therapies that exploit the body’s immune system. The Company’s clinical candidate is a humanized anti CD47 monoclonal antibody. The next generation CD47 checkpoint inhibitor’s (code name: IBA101) 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.
Going Concern, Liquidity and Capital Resources
The Company has incurred operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The Company has an accumulated deficit of $28.7 million as of December 31, 2024 and a loss from operations of $3.3 million and a net loss of $3.5 million for the year ended December 31, 2024. To date, the Company has been funded by issuing Class A and Class B member units and debt financing. As of December 31, 2024, the Company has approximately $56,000 of cash.
The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months after the financial statements are issued. The Company’s cash requirements include, but are not limited to, research and development costs, license fees and working capital requirements. Due to these cash requirements, the Company does not believe that it will have sufficient cash to fund operations for one year after the date that the accompanying financial statements are issued.
The Company intends to raise additional cash through equity financings, debt financings or other arrangements to fund operations; however, 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 member units may contain senior rights and preferences compared to currently outstanding ordinary shares. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to members. If the Company is unable to obtain such additional financing, future operations would need to be reevaluated.
The Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that the accompanying financial statements are issued. These 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.
Proposed Business Combination
On November 30, 2022, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Iris Acquisition Corp. (“Iris”), a Cayman Islands publicly traded special purpose acquisition company, whereby all of the Company’s member units would be exchanged by Iris for 25,000,000 ordinary shares of Iris with an aggregate equity value of $250 million (the “Iris Business Combination”). On June 1, 2023, the Company entered into an amendment to extend the outside date (date at which both parties are able to terminate without penalty) to September 30, 2023. On August 14, 2023, the Company entered into a second amendment to extend the outside date to March 9, 2024. On March 9, 2024, the Company entered into a third amendment to the Business Combination Agreement extending the outside date to July 31, 2024. On July 19, 2024, the Company entered into a fourth amendment to the Business Combination Agreement extending the outside date to September 3, 2024. On August 16, 2024, the Company entered into a fifth amendment to the Business Combination Agreement extending the outside date to December 31, 2024. On October 23, 2024, the Company entered into a sixth amendment to the Business Combination Agreement to, among other things, reduce the enterprise value associated with the Company to $175 million. The Iris Business Combination would result in gross proceeds to the Company of at least $15 million from equity subscriptions unrelated to the Iris Business Combination if the Iris Business Combination is completed in accordance with the current terms of the agreement. On December 26, 2024, the Company entered into a seventh amendment to the Business Combination Agreement extending the outside date to June 30, 2025.
Pursuant to the Business Combination Agreement, on April 30, 2025, in sequential order: (a) Liminatus Pharma Merger Sub, Inc., a Delaware corporation (“Liminatus Merger Sub”) merged with and into Liminatus, with Liminatus continuing as the surviving company and a wholly owned subsidiary of Iris Parent Holding Corp., a Delaware corporation (“ParentCo”) (referred to herein as the “Liminatus Merger”) and (b) simultaneously with the Liminatus Merger, SPAC Merger Sub, Inc., a Delaware corporation (“SPAC Merger Sub”) merged with and into Iris (referred to herein as the “SPAC Merger,” together with the Liminatus Merger (the “Mergers”)), with Iris surviving the SPAC Merger as a direct wholly-owned subsidiary of ParentCo.
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Note 2. Significant Accounting Policies
Basis of Presentation
The Company’s 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the rules and regulations of the SEC.
Use of Estimates
The preparation of the 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 financial statements and the reported amounts of expenses during the reporting periods. Actual results may differ materially and adversely from these estimates.
Risks and Uncertainties
The Company is subject to risks common to early-stage companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products.
The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company is denied approval, approval is delayed or the Company is unable to maintain approval for any product candidate, it could have a material adverse impact on the Company.
Segments
The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single 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 each of the years ended December 31, 2024 and 2023 included approximately $0.2 million of compensation expense related to the compensation agreement the Company has executed with its Chief Executive Officer. The remaining general and administrative expenses related to legal and accounting-related expenses for contractors. The Company’s research and development expenses did not include any compensation-related expenses. Other segment items included in net loss are interest expense, related parties and interest income which are reflected in the Company’s statements of operations.
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.
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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 does not have any cash equivalents as of December 31, 2024 and 2023.
Deferred Transaction Costs
Costs incurred in connection with preparation for the proposed business combination are deferred on the balance sheets as of December 31, 2024 and 2023.
Loan Receivable
The Company accounts for its loan receivable at amortized cost, net of expected credit losses. The Company provides reserves against its loan receivable balance for estimated credit losses, if any, that may result from a counterparties inability to pay based on the composition of the loan receivable, current economic conditions and, historical credit loss activity and future expected conditions and market trends (such as general economic conditions, other macroeconomic and microeconomic events, etc.). Changes in circumstances relating to these factors may result in the need to increase or decrease the allowance for credit losses in the future. Amounts deemed uncollectible are charged or written-off against the reserve. As of December 31, 2024 and 2023, no expected credit losses were recorded related to the loan receivable.
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 carrying values reported in the Company’s balance sheets for loan receivable, amounts due to research and development partner, due from related party, accounts payable and accrued expenses, short-term debt, accrued interest, related parties and due to related parties are reasonable estimates of their fair values due to the short-term nature of these items.
Research and Development Expenses
Research and development expenses consist of costs incurred by Targeted Diagnostics & Therapeutics, Inc. (“TDT”) who was performing the research and development activities for the Company in accordance with the license agreements with TDT and the annual fee paid to TDT and are recorded as research and development expenses as incurred (see Note 3).
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Income Taxes
The Company is taxed as a partnership for United States income tax purposes for the years ended December 31, 2024 and 2023, thus the income or loss of the Company flows to the members. As a partnership for income tax purposes, the Company is not subject to tax and any tax liability is the responsibility of the members of the Company. Accordingly, no provision for federal and state income taxes is included in the financial statements for the years ended December 31, 2024 and 2023.
Comprehensive Loss
Comprehensive loss is equal to net loss as presented in the statements of operations for the year ended December 31, 2024 and 2023.
Net Loss per Member Unit
The Company calculates basic and diluted net loss per member unit in accordance with the two-class method required for participating securities. The Company has two classes of member units, which are referred to as Class A member units and Class B member units. Class B member units are allocated 51% of earnings and losses, and Class A member units are allocated 49% of earnings and losses. The two-class method requires net loss for the period to be allocated between the member units.
Basic net loss per member unit is computed by dividing net loss by the weighted-average number of member units outstanding during the period. Diluted net loss per member unit excludes the potential impact of the Company’s warrants and options because their effect would be anti-dilutive due to the Company’s net loss for the periods presented.
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per member unit for each class of member units (in thousands, except member unit and per member unit information):
| For the year ended December 31, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Basic and diluted net loss per member unit: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net loss | $ | (1,738 | ) | $ | (1,808 | ) | $ | (2,442 | ) | $ | (2,542 | ) | ||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average units outstanding | 95,555,554 | 16,666,666 | 85,825,570 | 16,666,666 | ||||||||||||
| Basic and diluted net loss per member unit | $ | (0.02 | ) | $ | (0.11 | ) | $ | (0.03 | ) | $ | (0.15 | ) | ||||
Recently Adopted Accounting Pronouncements
In September 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses, which was subsequently amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU 2019-10, ASU No. 2019-11, ASU No. 2020-03, and ASU No. 2022-02. These ASUs have provided for various minor technical corrections and improvements to the codification as well as other transition matters. The standard requires the measurement of expected credit losses for financial instruments carried at amortized cost held at the reporting date based on historical experience, current conditions and reasonable forecasts. The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The Company adopted this standard on January 1, 2023, with no impact on its financial statements and related disclosures.
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In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The Company adopted this standard effective January 1, 2024 using a retrospective method. For further information, refer to the Segments section in Note 2 Significant Accounting Policies.
Recently Issued Accounting Pronouncements – Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires entities to disclose additional categories about federal, state and foreign income taxes in the effective tax rate reconciliation as well as provide annual income taxes paid disaggregated by federal, state and foreign taxes. The standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact of adopting this standard on its financial statements and related disclosures.
Management does not believe that any additional recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Note 3. License Agreements
Metavagen License
In December 2022, the Company entered into a Subscription Agreement In Kind with Metavagen LLC (“Metavagen”) (the “Metavagen License”), owned by Chris Kim, the CEO of Liminatus, whereby the Company received the license rights initially granted from InnoBation Bio Co., Ltd., a Korean company (“InnoBation”), to Metavagen to develop, market and sell YN1203, InnoBation Bio CAR NK biomarkers, including devices, compounds and products used to detect analyte in body or tissue in exchange for 40,000,000 member units of Class A membership interest in the Company. The Metavagen License transaction is consummated as the Company has the right to use the license, but the license was not transferred. The Company and Metavagen are entities under common control, thus the license was recorded at Metavagen’s cost basis of zero. In March 2023, the Company terminated the 40,000,000 of Class A membership units and the license rights with Metavagen.
CAR-T Products License
In June 2018, the Company entered into a license and development agreement with TDT (the “CAR-T License”), whereby the Company received an exclusive license to develop and commercialize chimeric antigen receptor (“CAR-T”) products and a non-exclusive license to develop and commercialize companion diagnostics used to monitor treatment with a CAR-T product (the “CAR-T Diagnostics”). Under the CAR-T License, the Company made an upfront payment recorded as research and development expenses in the year ended December 31, 2018 and funded all of the development costs for the CAR-T products and the CAR-T Diagnostics which began with an upfront payment made during the year ended December 31, 2018 of $5.0 million, recorded as advances for research and development in the balance sheets. The Company amortizes the advances to research and development expenses in the statements of operations as costs are incurred by TDT, based on annual budgets approved jointly by Liminatus and TDT. As of December 31, 2024 and 2023, all of the amounts funded have been utilized. The Company was also obligated to pay a $0.5 million annual maintenance fee for the license which is included in research and development expenses in the statements of operations. Unpaid annual maintenance fees become short-term debt that bears interest of 1.5% per month on a compounded basis.
Prior to the completion of the Phase I and Phase II clinical trials for the CAR-T product, the Company was obligated to advance the funding for the Phase II and Phase III clinical trials, respectively, estimated at $20.0 million for each phase.
In addition to the funding for the CAR-T development, the Company was obligated to make four developmental and regulatory milestone payments for the first CAR-T product that was developed aggregating up to $15.0 million. After the first four developmental and regulatory milestone payments were made, the Company was obligated to pay four developmental and regulatory milestones aggregating up to $7.5 million for each additional CAR-T product that was developed. For further information regarding the CAR-T product and the related termination, see below.
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In further consideration of the license, the Company also agreed to pay a low double digit royalty rate (10% – 15%) based on annual net sales of CAR-T products or CAR-T Diagnostics on a country-by-country basis for the period from the first commercial sale of the CAR-T product or CAR-T Diagnostic until the CAR-T product or CAR-T Diagnostic’s patent expires in an individual country. Once the CAR-T product or CAR-T Diagnostic’s patent expires in an individual country, the Company agreed to pay a mid-single digit royalty rate (5% – 9%) based on annual net sales of CAR-T products and CAR-T Diagnostics on a country- by-country basis. Royalties were payable on a country-by-country basis for a period of ten years from the first commercial sale of the CAR-T product or CAR-T Diagnostic.
As of December 31, 2024 and 2023, the Company did not owe any developmental or regulatory milestone payments or royalty payments under the CAR-T License.
On August 11, 2024, the Company received notice from TDT, exercising its right to terminate the license and development agreement. See Termination of CAR-T Products and Vaccine Products Licenses from TDT for further detail.
Vaccine Products License
On April 10, 2020, the Company was assigned a license and development agreement with TDT (the “Vaccine License”), whereby the Company received an exclusive license to develop and commercialize vaccine products (the “Vaccine Products”) and a non-exclusive license to develop and commercialize companion diagnostics used to monitor treatment with a Vaccine Product (the “Vaccine Diagnostics”). Under the Vaccine License, the Company was responsible for all of the development costs for the Vaccine Products after the upfront payment of $4.0 million, which was paid by Viral Gene, of which Chris Kim is also the CEO, to TDT. The Company was also obligated to pay a $0.4 million annual maintenance fee for the license which is included in research and development expenses in the statements of operations. Unpaid annual maintenance fees will become short-term debt that bears interest of 1.5% per month on a compounded basis.
The Company amortizes the amounts due to research and development partner in the balance sheets to research and development expenses in the statements of operations as costs are incurred by TDT, based on annual budgets approved jointly by Liminatus and TDT.
In addition to the funding for the Vaccine Products development, the Company was obligated to make four developmental and regulatory milestone payments for the first Vaccine Product that was developed aggregating up to $12.0 million. After the first four developmental and regulatory milestone payments are made, the Company was obligated to pay four developmental and regulatory milestones aggregating up to $6.0 million for each additional Vaccine Product that is developed. As of December 31, 2024 and 2023, all the amounts funded have been utilized.
In further consideration of the license, the Company also agreed pay a low double digit royalty rate (10% – 15%) based on annual net sales of Vaccine Products or Vaccine Diagnostics on a country-by-country basis for the period from the first commercial sale of the Vaccine Product or Vaccine Diagnostic until the Vaccine Product or Vaccine Diagnostic’s patent expires in an individual country. Once the Vaccine Product or Vaccine Diagnostic’s patent expires in an individual country, the Company agreed to pay a mid-single digit royalty rate (5% – 9%) based on annual net sales of Vaccine Products and Vaccine Diagnostics on a country- by-country basis. Royalties were payable on a country-by-country basis for a period of ten years from the first commercial sale of the Vaccine Product or Vaccine Diagnostic.
As of December 31, 2024 and 2023, the Company did not owe any developmental or regulatory milestone payments or royalty payments under the Vaccine License.
On August 11, 2024, the Company received notice from TDT, exercising its right to terminate the license and development agreement. See Termination of CAR-T Products and Vaccine Products Licenses from TDT for further detail.
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Termination of CAR-T Products and Vaccine Products Licenses from TDT
As of December 31, 2024 and 2023, the Company owes $2.2 million and $0.2 million, respectively, to TDT for research and development for the aggregate CAR-T Products and Vaccine Licenses, which is included in the due to research and development partner on the balance sheets, and accrued maintenance fees on the balance sheets.
On August 11, 2024, the Company received notice from TDT, exercising its right to terminate the license and development agreement, dated June 10, 2018, by and between TDT and Liminatus. As of August 2024, the CAR-T License and Vaccine License have been terminated.
As of December 31, 2024, the Company and TDT are engaged in negotiations associated with the amounts due to TDT of $2.2 million on the Company’s balance sheet. Due to the termination of the license and development agreement between the Company and TDT, the Company is not certain as to the amounts it will be required to pay to TDT, if any. As of December 31, 2024, no agreement has been reached between the parties. As such, the Company has not reversed the amounts due to TDT and will not do so until a final agreement has been executed between the two parties in accordance with ASC 450-30, Contingencies - Gain Contingencies.
CD47 License
In October 2022, the Company was assigned a license and development agreement, as amended, with InnoBation (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 78,555,554 of the Company’s Class A member units. The license was recorded at Valetudo’s cost basis of zero, and the Company recorded a $0.8 million Class A membership interest with an offset to additional paid-in capital on the balance sheets. The Company is obligated to pay all development costs for CD47 Products. The Company has not paid and does not owe any license fees, management fees, developmental or regulatory milestone payments or royalty payments under the CD47 License through the years ended December 31, 2023 and 2024.
Note 4. Related Parties Related Party Debt
Feelux Bonds
On September 15, 2018, the Company issued $10.0 million of bonds to Feelux Co., Ltd., the parent company of Car-Tcellkor, Inc. (“Car-Tcellkor”), the only holder of Class A member units (the “Feelux Bonds”). The bonds bear interest at 1% per annum, compounded annually, and were due on October 30, 2021.
In connection with the issuance of the Feelux Bonds, the Company issued 6,666,666 equity-classified warrants to purchase member units at a price of $1.50 per unit, which expired on June 30, 2023. The fair value of the warrants to purchase member units of $6.4 million was estimated using the option pricing framework on the issuance date. The Company’s assumptions included (a) its expected stock volatility of 82.0% based on the historical volatility of a publicly traded set of peer companies, (b) the contractual term of five years, (c) the risk-free interest rate of 2.9% based on the U.S. Treasury yield curve in effect at the time of grant of the award for a five-year contractual term and (d) no expected dividends.
The $10.0 million of proceeds from the Feelux Bonds were allocated to the bonds and warrants using the relative fair value method resulting in a debt discount for the relative fair value of the warrants of $4.5 million that was amortized to interest expense over the term of the Feelux Bonds using the effective interest method using an effective interest rate of 21.0%.
As of December 31, 2024 and 2023, the Feelux Bonds have a carrying amount of $10.0 million and are included in short-term debt, related parties in the balance sheets. As of December 31, 2024 and 2023, the related accrued interest of the Feelux Bonds was $0.6 million and $0.5 million, respectively, and is included in accrued interest, related parties in the balance sheets. For the years ended December 31, 2024 and 2023, the Company recorded approximately $0.1 million, respectively, of interest expense in the statements of operations for the Feelux Bonds. The debt discount was fully amortized prior to the year ended December 31, 2021 (see Note 5).
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Car-Tcellkor Loan
On May 18, 2019, the Company borrowed $0.8 million from its parent at the time of the loan, Car- Tcellkor (the “Car-Tcellkor Loan”). The Car-Tcellkor Loan does not bear interest and was due on March 18, 2020. In November 2022, the maturity date was extended to May 18, 2023. As of December 31, 2024 and December 31, 2023, the Car-Tcellkor Loan of $0.8 million is recorded in short-term debt, related parties in the balance sheets (see Note 5).
See Note 5 for discussion related to notes which have passed their maturity dates.
Valetudo Loans
On December 1, 2022, the Company borrowed $0.7 million from Valetudo Therapeutics LLC (“Valetudo”), a related party of the Company due to having common executives, in conjunction with the repayment of $0.7 million of membership interest from a member (see Note 6) (the “Valetudo Loan”). The Valetudo Loan bears no interest and was due on June 1, 2023. In June 2023, the Company borrowed an additional $0.3 million and $0.2 million (“Valetudo June 2023 Loans”). The Valetudo June 2023 Loans bear no interest and were due in December 2023. In July 2023, the Company borrowed an additional $0.3 million (“Valetudo July 2023 Loan”). The Valetudo July 2023 Loan bears interest at 6% per annum and was due on January 9, 2024. In August 2023, the Company borrowed an additional $0.3 million and $0.2 million (“Valetudo August 2023 Loans”). The Valetudo August 2023 Loans each bear interest at 6% interest per annum and were due on January 31, 2024 and February 2, 2024, respectively. In November 2023, the Company borrowed an additional $0.2 million (“Valetudo November 2023 Loan”). The Valetudo November 2023 Loan bears interest at 6% per annum and was due on January 26, 2024. In January 2024, the Company borrowed an additional $0.6 million and $0.2 million (Valetudo January 2024 Loans”). The Valetudo January 2024 Loans each bear interest at 6% per annum and were due on February 28, 2024, which could be extended to the second anniversary upon mutual agreement of the parties, or upon failure to close the Iris Business Combination. As of December 31, 2024 and 2023, the loans from Valetudo of $2.8 million and $2.1 million are recorded in short-term debt, related parties in the balance sheets, respectively (see Note 5). For the years ended December 31, 2024 and 2023, interest expense related to the Valetudo loans was approximately $0.1 million and less than $0.1 million, respectively.
See Note 5 for discussion related to notes which have passed their maturity dates.
Ewon Loans
On December 12, 2022, the Company borrowed $5.0 million from Ewon Comfortech Co., Ltd. (“Ewon”), a member and related party of the Company (the “Ewon Loan”). The Ewon Loan bears interest at 2% per annum and was due on December 12, 2023, which may be extended one year upon mutual agreement of the parties, or upon failure to close the Iris Business Combination. The Ewon Loan has an option to purchase $5.0 million of preferred membership interest in the Company for repayment at the closing of the Iris Business Combination. In February 2023, the Company repaid $1.0 million of the short-term loan. In March 2023, the Company repaid an additional $2.0 million of the loan. On September 10, 2023, the Company entered into a loan agreement to borrow $0.2 million from Ewon (“Ewon September 2023 Loan”). The Ewon September 2023 Loan bears interest of 2% per annum and was due on September 9, 2024, which may be extended one year upon mutual agreement of the parties, or upon failure to close the Iris Business Combination. The Ewon September 2023 Loan has the option to purchase $0.2 million of preferred membership interest in the Company for repayment at the closing of the Iris Business Combination. On December 19, 2023, the Company and Ewon entered into an additional loan agreement and the Company borrowed $1.0 million (the “Ewon December 2023 Loan”). The Ewon December 2023 Loan bears no interest. As of December 31, 2024 and 2023, the balance of $3.2 million of the Ewon loans is recorded in short-term debt, related parties in the balance sheets (see Note 5). For both years ended December 31, 2024 and 2023, interest expense related to the Ewon loans was approximately $0.1 million.
See Note 5 for discussion related to notes which have passed their maturity dates.
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Prophase Loans
On September 7, 2023, the Company entered into a short-term loan agreement with Prophase Sciences LLC (“Prophase”), a related party of the Company (the “Prophase Loan”). The loan stipulates that $0.1 million would be loaned immediately, and an additional $0.2 million would be loaned within a month from the date of the loan agreement. The Prophase Loan bears no interest and is payable by the first anniversary of the month of the loan agreement. The Company repaid the $0.1 million on September 12, 2023. On December 11, 2023, the Company borrowed an additional $0.2 million from Prophase. The loan bears no interest and was due on or before December 21, 2024 or upon failure to close the Iris Business Combination. The Company repaid the $0.2 million on December 21, 2023. On February 26, 2024, the Company borrowed an additional $0.2 million from Prophase (the “Prophase February 2024 Loan”). The loan bears 6% interest per annum and was due on June 1, 2024, which may be extended to the second anniversary upon mutual agreement of the parties. On March 6, 2024, the Company borrowed an additional $0.3 million from Prophase (the “Prophase March 2024 Loan”). The loan bears 6% interest per annum and was due on June 1, 2024, which may be extended to the second anniversary upon mutual agreement of the parties. On April 1, 2024, the Company borrowed an additional $0.3 million from Prophase (the “Prophase April 2024 Loan”). The loan bears 6% interest per annum and was due on June 1, 2024, which may be extended to the second anniversary upon mutual agreement of the parties. In May 2024, the Company borrowed an additional $0.8 million from Prophase (the “Prophase May 2024 Loans”). The loans bear 6% interest per annum. Of the aggregate $0.8 million Prophase May 2024 Loans, $0.3 million was due on June 1, 2024 and $0.5 million was due on July 1, 2024, all of which may be extended to the second anniversary upon mutual agreement of the parties. In July 2024, the Company borrowed an additional $83,000 from Prophase (the “Prophase July 2024 Loans”). The loans bear 6% interest per annum. Of the aggregate $83,000 Prophase July 2024 Loans, $30,000 was due on September 14, 2024, $3,000 was due on September 24, 2024 and $50,000 was due on September 29, 2024, all of which may be extended to the second anniversary upon mutual agreement of the parties. In August 2024, the Company borrowed an additional $50,000 from Prophase (the “Prophase August 2024 Loans”). The loans bear 6% interest per annum. Of the aggregate $50,000 Prophase August 2024 Loans, $30,000 was due on October 12, 2024 and $20,000 was due on October 13, 2024, all of which may be extended to the second anniversary upon mutual agreement of the parties. As of December 31, 2024 and 2023, the balance of the Prophase loans is $1.6 million and $0. For the years ended December 31, 2024 and 2023, interest expense related to the Prophase Loans was less than $0.1 million and $0, respectively.
See Note 5 for discussion related to notes which have passed their maturity dates.
Hana Loans
On August 1, 2024, the Company borrowed $0.9 million from Hana Immunotherapeutics, LLC (“Hana”), a related party of the Company due to having common executives (the “Hana Loans”). The Hana Loans bear interest at 6% per annum and were due on September 30, 2024 and October 26, 2024, which may be extended upon mutual agreement of the parties. As of December 31, 2024 and 2023, the balance of the Hana Loans is $0.9 million and $0, respectively. For the years ended December 31, 2024 and 2023, interest expense related to the Hana Loans was less than $0.1 million and $0, respectively.
See Note 5 for discussion related to notes which have passed their maturity dates.
Amantes Loans
On November 1, 2024, the Company borrowed $0.4 million from Amantes LLC (“Amantes”), a related party of the Company due to having common executives, pursuant to a loan agreement between the Company and Amantes (the “Amantes Loan”). On November 27, 2024, the Company borrowed an additional $0.3 million from Amantes (the “Additional Amantes Loan”) (together with the Amantes Loan, the “Amantes November 2024 Loans”). The Amantes November 2024 Loans bear interest at 6% per annum and are due on January 1, 2025. As of December 31, 2024 and 2023, the balance of the Amantes November 2024 Loans is $0.7 million and $0, respectively. For the years ended December 31, 2024 and 2023, interest expense related to the Amantes November 2024 Loans was less than $0.1 million and $0, respectively.
See Note 5 for discussion related to notes which have passed their maturity dates.
9
Due to Related Party
As of December 31, 2024 and 2023, the Company has $0.2 million due to the CEO of the Company for compensation under his employment agreement.
Viral Gene
As of December 31, 2024 and 2023, the Company has $0.1 million due from Viral Gene included in due from related party in the balance sheets for a loan to Viral Gene and expense paid on behalf of Viral Gene. The Company’s CEO is also the CEO of Viral Gene. The loan does not bear any interest.
Note 5. Debt
The Company has the following debt outstanding as of December 31, 2024 and 2023 (in thousands):
| December 31, | ||||||||||
| 2024 | 2023 | |||||||||
| Feelux Bonds | Short-term debt, net, related parties | $ | 10,000 | $ | 10,000 | |||||
| Car-Tcellkor Loan | Short-term debt, net, related parties | 800 | 800 | |||||||
| Ewon Loan | Short-term debt, net, related parties | 2,000 | 2,000 | |||||||
| Valetudo Loan | Short-term debt, net, related parties | 700 | 700 | |||||||
| Valetudo June 2023 Loans | Short-term debt, net, related parties | 500 | 500 | |||||||
| Valetudo July 2023 Loan | Short-term debt, net, related parties | 250 | 250 | |||||||
| Valetudo August 2023 Loans | Short-term debt, net, related parties | 400 | 400 | |||||||
| Ewon September 2023 Loan | Short-term debt, net, related parties | 200 | 200 | |||||||
| Valetudo November 2023 Loan | Short-term debt, net, related parties | 200 | 200 | |||||||
| Ewon December 2023 Loan | Short-term debt, net, related parties | 1,000 | 1,000 | |||||||
| Valetudo January 2024 Loans | Short-term debt, net, related parties | 750 | - | |||||||
| Prophase February 2024 Loan | Short-term debt, net, related parties | 200 | - | |||||||
| Prophase March 2024 Loan | Short-term debt, net, related parties | 250 | - | |||||||
| Prophase April 2024 Loan | Short-term debt, net, related parties | 250 | - | |||||||
| Prophase May 2024 Loans | Short-term debt, net, related parties | 790 | - | |||||||
| Prophase July 2024 Loans | Short-term debt, net, related parties | 83 | - | |||||||
| Prophase August 2024 Loans | Short-term debt, net, related parties | 50 | - | |||||||
| Hana August 2024 Loans | Short-term debt, net, related parties | 850 | - | |||||||
| Amantes November 2024 Loans | Short-term debt, net, related parties | 700 | - | |||||||
| Short-term debt, related parties | $ | 19,973 | $ | 16,050 | ||||||
As of December 31, 2024 and 2023, the Company’s outstanding debt agreements are all classified as current as all are past due with the exception of the Amantes November 2024 Loans, which are due within one year. 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 mutually agreed to defer repayment of the past due loans until the completion of the Company’s business combination with Iris.
Note 6. Members’ Deficit
On May 20, 2018, the Company issued 10,000,000 Class A member units for $0.1 million to its Initial Member. On June 11, 2018, in connection with the Initial Member unit issuance, the Company granted equity-classified options to purchase 16,666,666 member units for $0.01 per unit to the Initial Member, which were exercised in April 2021 for $0.2 million in a non-cash transaction using the amounts in due to related parties.
In May 2022, the Company issued 8,400,000 new Class A member units for $4.2 million, or $0.50 per unit. In December 2022, in conjunction with the Valetudo loans (see Note 4), the Company repurchased 1,400,000 of the Class A member units for $0.7 million, or $0.50 per unit.
10
In December 2022, the Company received license rights from Metavagen in exchange for 40,000,000 Class A membership units in the Company. The Metavagen License transaction was consummated as the Company has the right to use the license. In March 2023, the Company terminated the 40,000,000 of Class A membership units and the license rights with Metavagen.
In March 2023, the Company exchanged 78,555,554 of the Company’s Class A member units pursuant to a license and development agreement with Valetudo, a related party under common control of the Company.
Member Units Rights
In May 2021, the Company revised its operating agreement to establish the rights of Class A and Class B member units. Prior to May 2021, the Company had one member, holding Class A member units, and no Class B member units.
Revenue and Expense Sharing
The Class B member units are allocated 51% of the annual revenue and expenses. The remaining 49% of the annual revenue and expenses will be allocated on a pro rata basis to the remaining members.
Voting
The Class B member units are allocated 51% of the votes which shall be cast as determined by the majority of the Class B member units. The remaining 49% of the votes will be allocated on a pro rata basis to the remaining member units.
Liquidation
Upon sale, merger or dissolution, the Class B member units are allocated 51% of the liquidation value of the Company. The remaining 49% of the liquidation of the Company will be allocated on a pro rata basis to the remaining members.
Note 7. Loan Receivable
On October 4, 2023, the Company entered into an unsecured promissory note to lend up to an aggregate principal amount up to $1.5 million to Iris (the “Note”). The Note is payable following the earlier of (i) closing of the Business Combination, as defined in the Business Combination Agreement dated November 30, 2022, or (ii) thirty (30) days following the termination of the Business Combination Agreement; provided, however, in the event Iris commences liquidation proceedings, this Note shall be cancelled and all amounts due, including all principal and accrued interest, shall be forgiven. Interest on the Note compounds annually and accrues on each unpaid advance made under the Note at a rate of 5% per annum. On February 28, 2024, the Company amended the Note (the “Amended Note”), increasing the aggregate principal amount up to $2.5 million. On August 2, 2024, the Amended Note was further amended to increase the aggregate principal amount up to $3.5 million (the “Second Amended Note”). On November 27, 2024, the Second Amended Note was further amended to increase the aggregate principal amount up to $5.0 million (the “Third Amended Note”). As of December 31, 2024 and 2023, the outstanding balance of the Third Amended Note was $3.7 million and $0.8 million, respectively. For the years ended December 31, 2024 and 2023, the Company recorded interest income of $0.1 million and less than $0.1 million, respectively, related to the Note, as amended.
Note 8. Commitments and Contingencies
The Company is not a party to any material legal proceedings and is not aware of any material pending or threatened claims. 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.
See Note 7 for discussion on funding commitments on the Third Amended Note.
Note 9. Subsequent Events
The Company has completed an evaluation of all subsequent events through May 6, 2025, the date the financial statements were issued, to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements and events which occurred but were not recognized in the financial statements.
11
On January 2, 2025 and January 23, 2025, the Company borrowed a total of $0.3 million from Amantes, a related party of the Company due to having common executives, pursuant to loan agreements between the Company and Amanates (the “Amantes January 2025 Loans”). The Amantes January 2025 Loans bear interest at 6% per annum and are due on March 1, 2025 and March 22, 2025, respectively, which may be extended upon mutual agreement of the parties.
On February 12, 2025, the Company borrowed $0.2 million from Prophase, a related party of the Company due to having common executives, pursuant to a loan agreement between the Company and Prophase (the “Prophase February 2025 Loan”). The Prophase February 2025 Loan bears interest at 6% per annum and is due on April 11, 2025, which may be extended upon mutual agreement of the parties.
On March 7, 2025, the Company borrowed $0.2 million from Prophase, a related party of the Company due to having common executives, pursuant to a loan agreement between the Company and Prophase (the “Prophase March 2025 Loan”). The Prophase March 2025 Loan bears interest at 6% per annum and is due on June 6, 2025, which may be extended upon mutual agreement of the parties.
On April 3, 2025, April 14, 2025 and April 15, 2025, the Company borrowed a total of $3.6 million from Prophase, a related party of the Company due to having common executives, pursuant to loan agreements between the Company and Prophase (the “Prophase April 2025 Loans”). The Prophase 2025 Loans bear interest at 6% per annum and are due on May 2, 2025, May 13, 2025, and May 14, 2025, respectively, which may be extended upon mutual agreement of the parties.
On January 7, 2025, February 13, 2024, March 7, 2025, April 3, 2025, and April 24, 2025, the Company funded additional advances under the Amended Note, as discussed in Note 7 to these financial statements, of $4.3 million.
Pursuant to the Business Combination Agreement, on April 30, 2025, the Mergers were completed with Iris surviving the SPAC Merger as a direct wholly-owned subsidiary of ParentCo. In connection with the completion of the Mergers, the Amended Note issued to Iris (see Note 7) were netted as Iris and Liminatus are now one consolidated entity.
12
Exhibit 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Defined terms included below have the same meaning as terms defined and included elsewhere in this report, unless defined below. As used in this unaudited pro forma combined financial information, “Liminatus” refers to Liminatus Pharma, LLC, a Delaware limited liability company, “ParentCo” refers to Iris Parent Holding Corp., a Delaware corporation, and “Iris” refers to Iris Acquisition Corp (formerly Tribe Capital Growth Corp I) prior to the Business Combination.
The unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X and presents the combination of the historical financial information of Iris and Liminatus, adjusted to give effect to the Business Combination and the other events contemplated by the Business Combination Agreement. Unless otherwise indicated or the context otherwise requires, references to the “Combined Company” refer to ParentCo and its consolidated subsidiaries after giving effect to the Business Combination.
The unaudited pro forma combined balance sheet as of December 31, 2024 combines the historical balance sheets of Iris, ParentCo, and Liminatus on a pro forma basis as if the Business Combination and the other events contemplated by the Business Combination Agreement had been consummated on December 31, 2024. The unaudited pro forma combined statement of operations for the year ended December 31, 2024, combines the historical statements of operations of Iris, ParentCo and Liminatus on a pro forma basis as if the Business Combination and the other events contemplated by the Business Combination Agreement had been consummated on January 1, 2024, the beginning of the earliest period presented.
The unaudited pro forma combined balance sheet as of December 31, 2024 and unaudited pro forma combined statement of operations for the year ended December 31, 2024 has been derived from and should be read in conjunction with the following:
| · | the historical audited financial statements of Iris as of and for the year ended December 31, 2024 and the related notes, which are included in Iris’s Annual Report on Form 10-K filed with the SEC on April 16, 2025 (the “Iris 2024 10-K”), which is incorporated by reference; |
| · | the historical audited financial statements of ParentCo as of and for the year ended December 31, 2024 and the related notes, which are included elsewhere in this filing; and |
| · | the historical audited financial statements of Liminatus as of and for the year ended December 31, 2024 and the related notes, which are included elsewhere in this filing. |
The unaudited pro forma combined financial information should also be read together with the sections of the Iris 2024 10-K, which has been incorporated by reference, the financial statements of ParentCo as of and for the year ended December 31, 2024, and the financial statements of Liminatus as of and for the year ended December 31, 2024, and the section of this filing entitled “Liminatus’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as other financial information included elsewhere in this filing.
Business Combination Agreement
On November 30, 2022, Iris entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time), by and among Iris, ParentCo, Liminatus, Liminatus Pharma Merger Sub Inc. and SPAC Merger Sub, Inc.
Pursuant to the Business Combination Agreement, on the Closing, in sequential order: (a) Liminatus Merger Sub will merge with and into Liminatus, with Liminatus continuing as the surviving company and a wholly owned subsidiary of ParentCo (the “Liminatus Merger”) and (b) simultaneously with the Liminatus Merger, SPAC Merger Sub will merge with and into Iris (the “SPAC Merger”, together with the Liminatus Merger (the “Mergers”)), with Iris surviving the SPAC Merger as a direct wholly-owned subsidiary of ParentCo.
In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by Iris’ public stockholders will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes.
1
Business Combination Consideration
Due to the business combination being completed, each issued and outstanding Iris Class A Share converted automatically into the right to receive one share of ParentCo Common Stock.
The total merger consideration received by securityholders of ParentCo at the Closing was the issue of ParentCo Common Stock with an aggregate value equal to approximately $175 million. The number of shares comprising the equity consideration was determined originally based on a deemed price of $10.00 per share of the ParentCo Common Stock.
Accounting for the Business Combination
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby Iris was treated as the acquired company and Liminatus was treated as the acquirer, which is now a wholly owned subsidiary of ParentCo. Accordingly, for accounting purposes, the financial statements of the Combined Company represent a continuation of the financial statements of Liminatus, with the Business Combination treated as the equivalent of Liminatus issuing stock for the net assets of Iris, accompanied by a recapitalization. The net assets of Iris are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Liminatus. Liminatus has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances:
| · | Liminatus’s existing shareholders have a majority of the voting power; |
| · | the Combined Company’s board consists of four directors, three of whom were designated by Liminatus and one of whom was designated by Iris; |
| · | all of Liminatus’s existing management will continue in their key positions in the management team of the Combined Company; and |
| · | Liminatus’s operations prior to the Business Combination comprise the ongoing operations. |
Basis of Pro Forma Presentation
The unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of the Combined Company upon consummation of the Business Combination and the other events contemplated by the Business Combination Agreement in accordance with GAAP.
Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma combined financial information are described in the accompanying notes. The unaudited pro forma combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Business Combination and the other events contemplated by the Business Combination Agreement are expected to be used for general corporate purposes. Further, the unaudited pro forma combined financial information does not purport to project the future operating results or financial position of the Combined Company following the consummation of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma combined financial information and are subject to change as additional information becomes available and analyses are performed.
2
The unaudited pro forma combined financial information contained herein illustrates the consummation of the Business Combination, which closed on April 30, 2025. Pursuant to the Iris Certificate of Incorporation, the Iris public stockholders could have elected to redeem their Iris common shares upon the closing of the Business Combination for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account.
The below unaudited pro forma combined balance sheet and statement of operations do not include adjustments for the outstanding private warrants issued in connection with Iris’s initial public offering, as such these securities are not exercisable until 30 days after the Closing.
The following summarizes the pro forma common shares issued and outstanding immediately after the consummation of the Business Combination:
| Pro Forma Combined | ||||||||
| Shares | % | |||||||
| Iris public stockholders | 114,633 | 0.4 | % | |||||
| Sponsor and independent directors | 6,900,000 | 25.8 | % | |||||
| Deferred underwriting commissions | 700,000 | 2.6 | % | |||||
| Equity PIPE Investor | 1,500,000 | 5.6 | % | |||||
| Liminatus Members | 17,500,000 | 65.6 | % | |||||
| Pro Forma Capitalization | 26,714,633 | 100.0 | % | |||||
3
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2024
(Dollars in Thousands)
| Transaction | ||||||||||||||||||||||
| Accounting | ||||||||||||||||||||||
| Liminatus | Iris | ParentCo | Adjustments | Pro Forma | ||||||||||||||||||
| (Historical) | (Historical) | (Historical) | (Note 2) | Combined | ||||||||||||||||||
| Assets | ||||||||||||||||||||||
| Cash | $ | 56 | $ | 65 | $ | - | $ | 4,340 | (b) | $ | 11,962 | |||||||||||
| 1,314 | (c) | |||||||||||||||||||||
| (500 | ) | (e) | ||||||||||||||||||||
| (4,322 | ) | (f) | ||||||||||||||||||||
| (2,995 | ) | (f) | ||||||||||||||||||||
| 15,000 | (g) | |||||||||||||||||||||
| (300 | ) | (n) | ||||||||||||||||||||
| (500 | ) | (p) | ||||||||||||||||||||
| (196 | ) | (q) | ||||||||||||||||||||
| Loan receivable | 3,669 | - | - | 4,300 | (b) | - | ||||||||||||||||
| (7,969 | ) | (o) | ||||||||||||||||||||
| Restricted cash - held in Trust Account | - | 739 | - | 702 | (a) | - | ||||||||||||||||
| (1,442 | ) | (d) | ||||||||||||||||||||
| Due from Sponsor | - | 1 | - | 1 | ||||||||||||||||||
| Deferred transaction costs | 1,401 | - | - | (1,401 | ) | (f) | - | |||||||||||||||
| Prepaid and other current assets | 156 | 7 | - | 196 | (q) | 359 | ||||||||||||||||
| Total current assets | 5,282 | 812 | - | 6,227 | 12,322 | |||||||||||||||||
| Cash and Investments held in Trust Account | - | 2,016 | - | (702 | ) | (a) | - | |||||||||||||||
| (1,314 | ) | (c) | ||||||||||||||||||||
| Due from related party, non-current | 126 | - | - | 126 | ||||||||||||||||||
| Property, plant and equipment, net | 1 | - | - | 1 | ||||||||||||||||||
| Total assets | $ | 5,409 | $ | 2,828 | $ | - | $ | 4,211 | $ | 12,449 | ||||||||||||
| Liabilities | ||||||||||||||||||||||
| Accounts payable and accrued expenses | $ | 1,484 | $ | 2,612 | $ | 1 | $ | (951 | ) | (f) | $ | 1,745 | ||||||||||
| (1,401 | ) | (f) | ||||||||||||||||||||
| Class A Common stock pending redemption | - | 739 | - | 702 | (a) | - | ||||||||||||||||
| (1,442 | ) | (d) | ||||||||||||||||||||
| Income taxes payable | - | 3 | - | 3 | ||||||||||||||||||
| Excise tax payable | - | 129 | - | 129 | ||||||||||||||||||
| Accrued interest, related parties | 955 | - | - | 955 | ||||||||||||||||||
| Due to research and development partner | 1,782 | - | - | 1,782 | ||||||||||||||||||
| Due to related parties | 195 | 75 | - | 270 | ||||||||||||||||||
| Short-term debt | 360 | - | - | 360 | ||||||||||||||||||
| Short-term debt, related parties | 19,973 | - | - | 4,340 | (b) | 24,313 | ||||||||||||||||
| Promissory note - related party, net of debt discount | - | 1,454 | - | (300 | ) | (n) | 1,154 | |||||||||||||||
| Promissory note - Liminatus | - | 3,669 | - | 4,300 | (b) | - | ||||||||||||||||
| (7,969 | ) | (o) | ||||||||||||||||||||
| Total current liabilities | 24,749 | 8,681 | 1 | (2,720 | ) | 30,711 | ||||||||||||||||
| Deferred underwriting fee payable | - | 9,660 | - | (9,160 | ) | (e) | 500 | |||||||||||||||
| Warrant liability | - | 357 | - | (69 | ) | (l) | 239 | |||||||||||||||
| (49 | ) | (m) | ||||||||||||||||||||
| Total liabilities | 24,749 | 18,698 | 1 | (11,998 | ) | 31,450 | ||||||||||||||||
| Redeemable equity | ||||||||||||||||||||||
| Class A common stock subject to possible redemption | - | 1,756 | - | (702 | ) | (a) | - | |||||||||||||||
| (1,054 | ) | (h) | ||||||||||||||||||||
| Stockholders' equity (deficit)/ Members' deficit | ||||||||||||||||||||||
| Iris Preferred Stock | - | - | - | - | ||||||||||||||||||
| Iris Common Stock | ||||||||||||||||||||||
| Class A common stock | - | 1 | - | (1 | ) | (i) | - | |||||||||||||||
| Class B common stock | - | - | - | - | - | |||||||||||||||||
| Liminatus Member Units | ||||||||||||||||||||||
| Class A member units | 4,547 | - | - | (4,547 | ) | (j) | - | |||||||||||||||
| Class B member units | 167 | - | - | (167 | ) | (j) | - | |||||||||||||||
| ParentCo Common Stock | - | - | - | - | (e) | 3 | ||||||||||||||||
| - | (g) | |||||||||||||||||||||
| - | (h) | |||||||||||||||||||||
| 1 | (i) | |||||||||||||||||||||
| 2 | (j) | |||||||||||||||||||||
| Extension deposits due from Sponsor | (161 | ) | - | (161 | ) | |||||||||||||||||
| Additional paid-in capital | 4,611 | 52 | - | 7,000 | (e) | 9,822 | ||||||||||||||||
| 1,660 | (e) | |||||||||||||||||||||
| (4,322 | ) | (f) | ||||||||||||||||||||
| 15,000 | (g) | |||||||||||||||||||||
| 1,054 | (h) | |||||||||||||||||||||
| 4,712 | (j) | |||||||||||||||||||||
| (19,563 | ) | (k) | ||||||||||||||||||||
| 69 | (l) | |||||||||||||||||||||
| 49 | (m) | |||||||||||||||||||||
| (500 | ) | (p) | ||||||||||||||||||||
| Stock subscription receivable | - | - | - | - | ||||||||||||||||||
| Accumulated deficit | (28,665 | ) | (17,518 | ) | (1 | ) | (2,044 | ) | (f) | (28,665 | ) | |||||||||||
| 19,563 | (k) | |||||||||||||||||||||
| Total stockholders equity / Members' deficit | (19,340 | ) | (17,626 | ) | (1 | ) | 17,966 | (19,001 | ) | |||||||||||||
| Total liabilities and stockholders' equity/ Members' deficit | $ | 5,409 | $ | 2,828 | $ | - | $ | 4,211 | $ | 12,449 | ||||||||||||
4
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(Dollars In Thousands, Except Share and Per Share Amounts)
| Transaction | ||||||||||||||||||||||
| Liminatus | Iris | ParentCo | Accounting | Pro Forma | ||||||||||||||||||
| (Historical) | (Historical) | (Historical) | Adjustments | Combined | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||
| General and administrative | $ | 645 | $ | 2,906 | $ | - | $ | 3,551 | ||||||||||||||
| Research and development | 2,685 | - | - | 2,685 | ||||||||||||||||||
| Total operating expenses | 3,330 | 2,906 | - | - | 6,236 | |||||||||||||||||
| Loss from operations | (3,330 | ) | (2,906 | ) | - | - | (6,236 | ) | ||||||||||||||
| Other income (expense), net: | ||||||||||||||||||||||
| Interest expense, related parties | (339 | ) | (1 | ) | - | (340 | ) | |||||||||||||||
| Interest expense | - | (137 | ) | - | (137 | ) | ||||||||||||||||
| Interest income | 123 | - | - | 123 | ||||||||||||||||||
| Unrealized gain on fair value of warrant liabilities | - | 19 | - | (4 | ) | (bb) | - | |||||||||||||||
| (15 | ) | (cc) | ||||||||||||||||||||
| Unrealized gain on fair value of derivative liability | - | 2 | - | (2 | ) | (ee) | - | |||||||||||||||
| Interest income on marketable securities held in Trust Account | - | 138 | - | (138 | ) | (aa) | - | |||||||||||||||
| Other expense | - | - | - | (2,044 | ) | (dd) | (2,044 | ) | ||||||||||||||
| Total other income (expense), net | (216 | ) | 21 | - | (2,203 | ) | (2,398 | ) | ||||||||||||||
| Income (loss) before provision for income taxes | (3,546 | ) | (2,885 | ) | - | (2,203 | ) | (8,634 | ) | |||||||||||||
| Provision of income taxes | - | 19 | - | (19 | ) | (ff) | - | |||||||||||||||
| Net income (loss) | $ | (3,546 | ) | $ | (2,904 | ) | $ | - | $ | (2,184 | ) | $ | (8,634 | ) | ||||||||
| Basic and diluted weighted average units/ shares outstanding - Class A | 95,555,554 | 7,191,610 | - | |||||||||||||||||||
| Basic and diluted net income (loss) per unit/ share - Class A | $ | (0.02 | ) | $ | (0.40 | ) | $ | - | ||||||||||||||
| Basic and diluted weighted average units/ shares outstanding - Class B | 16,666,666 | - | - | |||||||||||||||||||
| Basic and diluted net income (loss) per unit/ share - Class B | $ | (0.11 | ) | $ | - | $ | - | |||||||||||||||
| Basic and diluted weighted average shares outstanding - ParentCo | $ | - | $ | - | 100 | |||||||||||||||||
| Basic and diluted net income (loss) per share ParentCo | $ | - | $ | - | $ | (4.05 | ) | |||||||||||||||
| Basic and diluted weighted average shares outstanding | 26,714,633 | |||||||||||||||||||||
| Basic and diluted net income (loss) per share | $ | (0.32 | ) | |||||||||||||||||||
5
Notes to Unaudited Pro Forma Combined Financial Statements
| 1. | Basis of Presentation |
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby Iris was treated as the “acquired” company. Accordingly, for accounting purposes, the financial statements of the Combined Company represent a continuation of the financial statements of Liminatus, and 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 are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Liminatus.
The unaudited pro forma combined balance sheet as of December 31, 2024 gives pro forma effect to the Business Combination and other events contemplated by the Business Combination Agreement as if they had been consummated on December 31, 2024. The unaudited pro forma combined statement of operations for the year ended December 31, 2024 gives pro forma effect to the Business Combination and the other events contemplated by the Business Combination Agreement as if they had been consummated on January 1, 2024.
The unaudited pro forma combined balance sheet as of December 31, 2024 and unaudited pro forma combined statement of operation for the year ended December 31, 2024 has been derived from and should be read in conjunction with the following:
| · | the historical audited financial statements of Iris as of and for the year ended December 31, 2024 and the related notes, which are included in Iris’s Annual Report on Form 10-K filed with the SEC on April 16, 2025 (the “Iris 2024 10-K”), which is incorporated by reference; |
| · | the historical audited financial statements of ParentCo as of and for the year ended December 31, 2024 and the related notes, which are included elsewhere in this filing; and |
| · | the historical audited financial statements of Liminatus as of and for the year ended December 31, 2024 and the related notes, which are included elsewhere in this filing. |
The unaudited pro forma combined financial information should also be read together with the sections of the Iris 2024 10-K, which has been incorporated by reference, the financial statements of ParentCo as of and for the year ended December 31, 2024, and the financial statements of Liminatus as of and for the year ended December 31, 2024, and the section of this filing entitled “Liminatus’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as other financial information included elsewhere in this filing.
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma combined financial information has been prepared based on estimates, the final amounts recorded may differ materially from the information presented.
Certain transactions, specifically the transaction expenses recognized by Iris and Liminatus in the pro forma transaction accounting adjustments for the year ended December 31, 2024 are not expected to recur in the statement of operations of the combined entity subsequent to the consummation of the business combination. Furthermore, while the Combined Company would be subject to tax at the corporate level subsequent to the consummation of the Business Combination, the Company would be in a net loss position which would result in a deferred tax asset which has been determined to not be more likely than not to be realized. Thus, the Combined Company would not have an income tax benefit. Accordingly, no adjustments for the income tax impact of any transaction accounting adjustments have been reflected.
The pro forma adjustments reflecting the consummation of the Business Combination are based on information available as of the date of this filing and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited pro forma adjustments, which are described in these notes, may be revised as additional information becomes available and is evaluated. Therefore, the actual adjustments may materially differ from the pro forma adjustments that appear in this filing. The unaudited pro forma combined financial information does not reflect the income tax effects of the pro forma adjustments as based on the statutory rate in effect for the historical periods presented, as management believes income tax adjustments to not be meaningful given the combined entity incurred significant losses during the historical periods presented. Management considers this basis of presentation to be reasonable under the circumstances.
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| 2. | Transaction Accounting Adjustments to Unaudited Pro Forma Combined Financial Information |
Transaction Accounting Adjustments to Unaudited Pro Forma Combined Balance Sheet
The transaction accounting adjustments included in the unaudited pro forma combined balance sheet as of December 31, 2024, are as follows:
| (a) | Reflects actual redemptions of 59,844 shares of common stock by public stockholders for an aggregate payment of approximately $0.7 million in connection with the special meeting held by Iris on March 4, 2025. Similar to those holders that redeemed public shares of Iris on December 26, 2024, see adjustment (d), such funds are indicated as restricted until the disbursement occurs. |
| (b) | To record additional advances under the Liminatus promissory note and additional related party loans received by Liminatus of approximately $4.3 million that occurred after December 31, 2024. |
| (c) | Reflects the liquidation and reclassification of cash and investments held in the Trust Account (as defined in this filing) that became available for general corporate use following the Business Combination. |
| (d) | Reflects the disbursement of cash restricted in the Trust Account for amounts owed to holders of 64,453 public shares of Iris related to the pending redemption of such public shares on December 26, 2024 and further those pending redemptions made by public holders on March 4, 2025 as discussed in (a). |
| (e) | Reflects the settlement of $9.2 million in deferred underwriting fees, of which $7.0 million was settled in Iris common shares (700,000 shares based on a deemed price of $10.00 per share; such price is subject to adjustment based on the five day volume-weighted average price prior to the filing of a resale registration statement covering such shares, with a minimum price of $4.00 per share), $0.5 million was settled in cash and $1.7 million was waived and no longer payable and was reflected as an increase to additional paid-in capital, as it would be eliminated upon execution of the Business combination due to the elimination of historical Iris equity. The remaining $0.5 million will be settled upon the earlier of the consummation of the Company’s next share offering, or in six months from the date of the business combination. |
| (f) | Represents the incremental transaction costs incurred by Liminatus and Iris of $4.3 million and $2.9 million, respectively, for legal, financial advisory and other professional fees. The Iris transaction costs exclude the deferred underwriting fees described in Note 2(e) above and the Benjamin Securities fees described in Note 2(q) below. |
For the Liminatus transaction costs:
| · | $1.4 million was capitalized in deferred transaction costs and accrued in accounts payable and accrued expenses as of December 31, 2024; and |
| · | $4.3 million was reflected as a reduction of cash and capitalized and offset against the proceeds from the Business Combination as a decrease to additional paid-in capital. |
For the Iris transaction costs:
| · | $0.9 million was accrued by Iris in accounts payable and accrued expenses and recognized in expense as of December 31, 2024; |
| · | $1.7 million was recognized in expense and paid as of December 31, 2024; |
| · | $2.9 million was reflected as a reduction in cash; and |
| · | $2.0 million was reflected as an adjustment to accumulated deficit as of December 31, 2024 which represents Iris transaction costs recognized in expense by Iris as of December 31, 2024. The costs expensed through accumulated deficit are included in the unaudited pro forma combined statement of operations for the year ended December 31, 2024 as discussed in Note 2(dd) below. |
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| (g) | Represents the PIPE Financing issuance of 1.5 million common shares at $10.00 per share with a par value of $0.0001, generating gross proceeds of $15.0 million. |
| (h) | Reflects the transfer of Iris’s Class A common shares subject to possible redemptions as of December 31, 2024 to permanent equity. |
| (i) | Represents the conversion of each issued and outstanding share of Iris common stock for ParentCo Common Stock in the SPAC Merger. |
| (j) | Reflects the recapitalization of Liminatus Class A and Class B Member Units into 17,500,000 ParentCo common shares. |
| (k) | Reflects the elimination of Iris’s historical accumulated deficit after recording the transaction costs to be incurred by Iris as described in Note 2(d) above. |
| (l) | Reflects the reclassification of the public warrants’ derivative warrant liability of $0.1 million to equity as Iris’s public warrants are expected to be equity classified upon consummation of the Business Combination. |
| (m) | Reflects the forfeiture of 4,177,778 private warrants held by the Sponsor immediately prior to the Business Combination resulting in a net decrease to the derivative warrant liability of $0.1 million with an offset to additional paid-in capital. The remaining outstanding private warrants issued in connection with Iris’s initial public offering, are not exercisable until 30 days after the Closing, as such, the warrant liability has not been adjusted for these private warrants. |
| (n) | Represents the settlement of Iris’s related party promissory note, including the associated derivative liability, upon the consummation of the Business Combination, in cash. |
| (o) | Reflects the settlement of the promissory note between Iris and Liminatus upon the closing of the Business Combination |
| (p) | Represent fees to be paid to Benjamin Securities, Inc. pursuant to a Capital Markets Advisory Agreement whereby Benjamin Securities, Inc. will assist ParentCo in meeting the initial listing standards of Nasdaq. This adjustment has been shown as a reduction in additional paid-in capital, as it is a cost of issuing equity securities. |
| (q) | Reflects the payment made by upon the consummation of the Business Combination for D&O insurance, which will be utilized by the post-combination Company. |
Transaction Accounting Adjustments to Unaudited Pro Forma Combined Statement of Operations
The transaction accounting adjustments included in the unaudited pro forma combined statement of operations for the year ended December 31, 2024 are as follows:
| (aa) | Reflects an adjustment to eliminate interest income related to the Trust Account. |
| (bb) | Reflects the elimination of the change in fair value of the public warrants, which are expected to be reclassified to permanent equity upon the closing of the Business Combination, as discussed in Note 2(l) above. |
| (cc) | Reflects the elimination of the change in fair value of the 4,177,778 forfeited private warrants. |
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| (dd) | Reflects preliminary estimated Iris transaction costs that were expensed upon the closing of the Business Combination, as discussed in Note 2(d) above. These costs are reflected as if incurred on January 1, 2024, the date the Business Combination is deemed to have occurred for the purposes of the unaudited pro forma combined statements of operations. This is a non-recurring item. |
| (ee) | Reflects the elimination of change in fair value of the warrant liability. Such warrants were forfeited upon the closing of the Business Combination, as discussed in Note 2(m) above. |
| (ff) | Reflects an adjustment to eliminate income taxes due to interest income related to the Trust Account. |
| 3. | Loss per Share |
The following represents the net loss per share calculated using the historical weighted average shares of Liminatus exchanged common shares outstanding, and the issuance of additional shares in connection with the Business Combination and other related events, assuming the shares were outstanding since January 1, 2024. As the Business Combination and other related events are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable in connection with the Business Combination have been outstanding for the entire period presented. No unexercised stock options and warrants, which are discussed elsewhere in this filing, were included in the earnings per share calculation as they would be anti-dilutive.
| Year Ended December 31, 2024 | ||||
| Pro Forma Combined | ||||
| Pro forma net loss | $ | (8,634 | ) | |
| Pro forma weighted average shares outstanding, basic and diluted | 26,714,633 | |||
| Pro forma net loss per share, basic and diluted | $ | (0.32 | ) | |
| Pro forma weighted average shares calculation, basic and diluted | ||||
| Iris public stockholders | 114,633 | |||
| Sponsor and independent directors | 6,900,000 | |||
| Deferred underwriting commissions | 700,000 | |||
| Equity PIPE Investor | 1,500,000 | |||
| Liminatus Members | 17,500,000 | |||
| Pro forma weighted average Class A shares calculation, basic and diluted | 26,714,633 | |||
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