What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-10-06 · 152 added, 141 removed, 480 unchanged (38% of the section changed)

1 unchanged sentence

Liminatus Pharma, Inc.

(Successor to Iris Parent Holding Corp.)

Condensed Consolidated Balance Sheets

September 30,

Current assets

16 unchanged sentences

Deferred underwriting fee payable

Deferred underwriting fee - common stock payable

Total current liabilities

8 unchanged sentences

500,000,000 shares authorized;

26,014,633 and 17,500,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively*

27,064,633 and 17,500,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively*

Additional paid-in capital

9 unchanged sentences

Liminatus Pharma, Inc.

(Successor to Iris Parent Holding Corp.)

Condensed Consolidated Statements of Operations

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

General and administrative

4 unchanged sentences

( 3,162,876 )

( 2,619,729 )

Other income (expense):

4 unchanged sentences

Change in the fair value of warrant liabilities

Loss on exchange of common stock for warrants

( 1,740,000 )

Total other income (expense), net

Net income (loss)

( 1,122,181 )

( 1,823,351 )

( 2,037,590 )

( 3,316,557 )

Weighted average shares outstanding, basic and diluted*

3 unchanged sentences

Liminatus Pharma, Inc.

(Successor to Iris Parent Holding Corp.)

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Three and Six Months Ended June 30, 2025 and 2024

For the three and nine months ended September 30, 2025 and 2024

Additional Paid-in

15 unchanged sentences

( 8,807,412 )

Issuance of common stock to underwriter

Issuance of common stock in connection with the surrendar of warrants

( 1,823,351 )

Balance - September 30, 2025

( 30,702,806 )

( 1,645,763 )

Additional Paid-in

11 unchanged sentences

( 18,508,939 )

Balance - September 30, 2024

( 28,435,464 )

( 19,110,311 )

* Shares, preferred stock amount, common stock amount and additional paid - in capital data are presented on a retroactive basis to reflect the effects of the conversion and recapitalization as a result of the Business Combination consummated on April 30, 2025.

1 unchanged sentence

Liminatus Pharma, Inc.

(Successor to Iris Parent Holding Corp.)

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30,

For the nine months ended September 30,

Cash Flows from Operating Activities:

Net income (loss)

( 2,037,590 )

( 3,316,557 )

Forgiveness of unrelated vendor payables

2 unchanged sentences

Change in the fair value of warrant liabilities

Issuance of common stock in connection with the surrendar of warrants

Changes in operating assets and liabilities

Advances for research and development

Due from related party, current

6 unchanged sentences

Due to research and development partner

( 1,782,297 )

Due to related party

5 unchanged sentences

( 2,300,000 )

Purchases of property and equipment

Net cash used in investing activities

7 unchanged sentences

( 1,300,000 )

Deferred transaction costs

Net cash provided by financing activities

11 unchanged sentences

Non-cash impact to APIC for the elimination of accrued interest on converted related party debt

Issuance of common stock to underwriter

Deferred transaction costs in accounts payable

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

LIMINATUS PHARMA, INC.

(SUCCESSOR TO IRIS PARENT HOLDING CORP.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6 unchanged sentences

Business Combination

On November 30, 2022, Iris Acquisition Corp, a Delaware corporation (“Iris”), the Company, Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), Liminatus Merger Sub and SPAC Merger Sub entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).

On November 30, 2022, Iris Acquisition Corp, a Delaware corporation (“Iris”), the Company, Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), Liminatus Pharma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Liminatus Merger Sub”), and SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“SPAC Merger Sub”), entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).

On March 4, 2025, Iris held a special meeting of stockholders.

28 unchanged sentences

At the Closing Date, the shares were not issued to the underwriter and the Company recorded as a liability with a fair value of $ 7,049,000 .

As of June 30, 2025, the shares remained unissued and the value of the Company’s liability for the unissued shares is $ 7,805,000 , recorded in Deferred underwriting fee – common stock payable on the accompanying unaudited condensed consolidated balance sheet.

On July 1, 2025, the Company issued the shares to the underwriters.

On July 1, 2025, the Company issued the shares to the underwriters, which on July 1, 2025 had a fair value of $ 7,245,000 .

Liminatus was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”).

3 unchanged sentences

Upon the consummation of the Business Combination, the Iris Class A Shares, Iris Units and Public Warrants ceased trading on the OTC Pink Marketplace, and the Common Stock and Public Warrants began trading on The Nasdaq Stock Market (“Nasdaq”) under the trading symbols “LIMN” and “LIMNW,” respectively, on May 1, 2025.

Notices from Nasdaq

On August 22, 2025, the Company received a notice from the Nasdaq Listing Qualifications Department indicating that the Company was no longer in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025.

The deficiency letter had no immediate effect on the listing of the Company’s common stock, and its common stock continued to trade on Nasdaq under the symbol “LIMN”.

Under the Nasdaq rules, the Company had 60 calendar days, or until October 21, 2025, to submit a plan to regain compliance and if the plan was accepted, Nasdaq can grant an exception of up to 180 calendar days from the filing’s due date, or until February 16, 2026, to regain compliance.

If the compliance plan was not accepted,

the Company had the opportunity to appeal that decision to a Nasdaq Hearings Panel.

On October 6, 2025, the Company filed its Form 10-Q for the period ended June 30, 2025 and the matter was closed.

Liquidity and Capital Resources

The Company is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued.

Through June 30, 2025, the Company has funded its operations mainly through equity and debt financings, including the proceeds from the Mergers and the PIPE Financing.

As of June 30, 2025, the Company had $ 1,338,222 of cash in its bank accounts.

As of June 30, 2025 and December 31, 2024, there was $1,442,500 and $ 19,973,000 , respectively, of related party debts, which are included in Short-term debt, related parties in the accompanying unaudited condensed consolidated balance sheets.

The Company has an accumulated deficit of $ 28,879,455 as of June 30, 2025.

The Company had a (loss) from operations and net loss of $( 1,382,431 ) and $( 214,239 ), respectively, for the six months ended June 30, 2025.

The Company had a (loss) from operations and net income of $( 1,118,211 ) and $ 113,287 , respectively, for the three months ended June 30, 2025.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, Presentation of Financial Statements—Going Concern , management has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that the accompanying unaudited condensed consolidated financial statements are issued.

The Company is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for one year after the date that the condensed consolidated financial statements are issued.

Through September 30, 2025, the Company has funded its operations mainly through equity and debt financings, including the proceeds from the Mergers and the PIPE Financing.

As of September 30, 2025, the Company had $ 724,502 of cash in its bank accounts.

As of September 30, 2025 and December 31, 2024, there was $ 1,442,500 and $ 19,973,000 , respectively, of related party debts, which are included in Short-term debt, related parties in the accompanying unaudited condensed consolidated balance sheets.

The Company has an accumulated deficit of $ 30,702,806 as of September 30, 2025.

The Company had a loss from operations and net loss of $( 2,083,601 ) and $( 2,037,590 ), respectively, for the nine months ended September 30, 2025.

The Company had a loss from operations and net loss of $( 701,170 ) and $( 1,823,351 ), respectively, for the three months ended September 30, 2025.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, Presentation of Financial Statements—Going Concern , management has concluded that there is substantial doubt about its ability to continue as a going concern for one year after the date that the accompanying unaudited condensed consolidated financial statements are issued.

The Company’s unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

12 unchanged sentences

GAAP for annual financial statements and should be read in conjunction with the audited financial statements of the Company as of and for the year ended December 31, 2024 (the “Annual Financial Statements”).

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of June 30, 2025, its results of operations for the three and six months ended June 30, 2025 and 2024, its cash flows for the six months ended June 30, 2025 and 2024, and its changes in ’stockholders’ deficit for the three and six months ended June 30, 2025 and 2024.

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of September 30, 2025, its results of operations for the three and nine months ended September 30, 2025 and 2024, its cash flows for the nine months ended September 30, 2025 and 2024, and its changes in ’stockholders’ deficit for the three and nine months ended September 30, 2025 and 2024.

Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2025 or any future period.

1 unchanged sentence

Emerging Growth Company Status

After the closing of the Business Combination, the Company has elected to be an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard

is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

8 unchanged sentences

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 three months ended June 30, 2025 and 2024 included $ 37,500 of compensation expenses related to the compensation agreement the Company has executed with its Chief Executive Officer.

The Company’s general and administrative expenses for each of the six months ended June 30, 2025 and 2024 included $ 75,000 of compensation expenses related to the compensation agreement the Company has executed with its Chief Executive Officer.

The Company’s general and administrative expenses for each of the three months ended September 30, 2025 and 2024 included $ 37,500 of compensation expenses related to the compensation agreement the Company has executed with its Chief Executive Officer.

The Company’s general and administrative expenses for each of the nine months ended September 30, 2025 and 2024 included $ 112,500 of compensation expenses related to the compensation agreement the Company has executed with its Chief Executive Officer.

The remaining general and administrative expenses are related to legal and accounting-related expenses for contractors.

3 unchanged sentences

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents.

The Company did no t have any cash equivalents as of June 30, 2025 and December 31, 2024.

The Company did no t have any cash equivalents as of September 30, 2025 and December 31, 2024.

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 counterpary’s 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.).

The Company provides reserves against its loan receivable balance for estimated credit losses, if any, that may result from a counterparty’s 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.

Amounts deemed

uncollectible are charged or written-off against the reserve.

On April 30, 2025, in connection with the Business Combination, the loan receivable was eliminated in consolidation as Iris and Liminatus are now consolidated subsidiaries of the Company.

19 unchanged sentences

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance, modification, and as of each subsequent quarterly period end date while the warrants are outstanding.

As of June 30, 2025, 6,900,000 of the Company’s Public Warrants were accounted for as equity-classified instruments and 835,555 private placement warrants were accounted for as liability-classified instruments.

As of September 30, 2025, 5,900,000 of the Company’s Public Warrants were accounted for as equity-classified instruments and 835,555 private placement warrants were accounted for as liability-classified instruments.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash gain or loss on the accompanying consolidated statements of operations and comprehensive loss.

The Company assesses the classification of its warrants at each reporting date to determine whether a change in classification between equity and liability is required.

During the three and six months ended June 30, 2025, the Company had an unrealized loss on the change in fair value of the warrant liabilities of $ 116,894 .

During the three and six months ended June 30, 2024, the Company had no unrealized gain or loss on the change in fair value of the warrant liabilities.

Net income (loss) per Common Stock

During the three months ended September 30, 2025, the Company had an unrealized gain on the change in fair value of the warrant liabilities of $ 76,871 .

During the nine months ended September 30, 2025, the Company had an unrealized loss on the change in fair value of the warrant liabilities of $ 40,023 .

During the three and nine months ended September 30, 2024, the Company had no unrealized gain or loss on the change in fair value of the warrant liabilities.

Net loss per Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share .

The Company has one class of common stock.

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive.

Diluted net income (loss) per share is computed by the net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined by using the treasury stock method.

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive.

Diluted net loss per share is computed by the net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined by using the treasury stock method.

Dilutive common stock equivalents are comprised of 6,735,555 warrants.

For all periods presented, there is no difference in the number of shares used to calculated basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive given that their exercise price is greater than that of the average market price of the Company’s common stock during the three and six months ended June 30, 2025.

A reconciliation of net income per share is as follows for the three months ended June 30, 2025:

Three Months Ended June 30, 2025

Undistributable income

Net income to ordinary shares

Weighted average shares outstanding, basic and diluted

Basic and diluted net income per share

A reconciliation of net loss per share is as follows for the six months ended June 30, 2025:

Six Months Ended June 30, 2025

Undistributable income

Net loss to ordinary shares

Weighted average shares outstanding, basic and diluted

Basic and diluted net loss per share

A reconciliation of net loss per share is as follows for the three months ended June 30, 2024:

Three Months Ended June 30, 2024

Undistributable income

Net loss to ordinary shares

Weighted average shares outstanding, basic and diluted

Basic and diluted net loss per share

A reconciliation of net loss per share is as follows for the six months ended June 30, 2024:

Six Months Ended June 30, 2024

Undistributable income

( 2,715,185 )

Net loss to ordinary shares

( 2,715,185 )

Weighted average shares outstanding, basic and diluted

Basic and diluted net loss per share

The Company recognizes its leases in accordance with ASC Topic 842, Leases (“ASC 842”).

Under ASC 842, lessees are required to recognize all qualified operating leases at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis;

and a right-of-use (ROU) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis.

The lease term includes option renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights.

The initial measurement of the ROU asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives.

The Company has leased office space for a fixed period of 10 months.

In accordance with ASC 842, a short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

The short-term lease election can only be made at the commencement date.

A lessee that makes this accounting policy election does not recognize a lease liability or right-of-use asset on its balance sheet.

Instead, the lessee recognizes lease payments on a straight-line basis over the lease term.

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”).

5 unchanged sentences

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 June 30, 2025 and December 31, 2024.

There were no unrecognized tax positions, and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024.

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.

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 June 30, 2025 or December 31, 2024.

No unrecognized tax benefits were identified as of September 30, 2025 or December 31, 2024.

Recently Adopted Accounting Pronouncements

17 unchanged sentences

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 approximately $ 5,000,000 , recorded as advances for research and development in the balance sheets.

The Company amortizes the advances to research and development expenses in the

unaudited condensed consolidated statements of operations as costs are incurred by TDT, based on annual budgets approved jointly by Liminatus and TDT.

As of June 30, 2025 and December 31, 2024, all of the amounts funded have been utilized.

The Company amortizes the advances to research and development expenses in the unaudited condensed consolidated statements of operations as costs are incurred by TDT, based on annual budgets approved jointly by Liminatus and TDT.

As of September 30, 2025 and December 31, 2024, all of the amounts funded have been utilized.

The Company was also obligated to pay an approximately $ 500,000 annual maintenance fee for the license which is included in research and development expenses in the unaudited condensed consolidated statements of operations.

4 unchanged sentences

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.

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.

3 unchanged sentences

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 approximately $ 4,000,000 , which was paid by Viral Gene, of which Chris Kim is also the CEO, to TDT.

The Company was also obligated to pay an approximately $ 400,000 annual maintenance fee for the license which is included in research and development expenses in the Company’s unaudited condensed consolidated statements of operations.

3 unchanged sentences

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 approximately $ 6,000,000 for each additional Vaccine Product that is developed.

As of June 30, 2025 and December 31, 2024, all the amounts funded have been utilized.

As of September 30, 2025 and December 31, 2024, 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.

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Pursuant to the terms of the settlement agreement, the Company was released and discharged from all agreements, promises, suites, disputes, claims and demands, debts and amounts due to TDT.

As of June 30, 2025, the Company reversed the amounts due to TDT and recognized a gain of $ 2,142,297 , which is included in Forgiveness of unrelated vendor payables on the Company’s unaudited condensed consolidated statement of operations in accordance with ASC 450-30, Contingencies - Gain Contingencies.

As of June 30, 2025 and December 31, 2024, the Company owed $ 0 and $ 2,142,297 , 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 and accrued maintenance fees on the unaudited condensed consolidated balance sheets.

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 Liminatus’ Class A member units.

As of September 30, 2025, the Company reversed the amounts due to TDT and recognized a gain of $ 2,142,297 , which is included in Forgiveness of unrelated vendor payables on the Company’s unaudited condensed consolidated statement of operations in accordance with ASC 450-30, Contingencies - Gain Contingencies.

As of September 30, 2025 and December 31, 2024, the Company owed $ 0 and $ 2,142,297 , 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 and accrued maintenance fees on the unaudited condensed consolidated balance sheets.

In October 2022, the Company was assigned a license and development agreement, as amended, with InnoBation Bio Co., Ltd.

(the “CD47 License”), whereby, effective March 31, 2023, the Company received an exclusive license to develop and commercialize products for the CD47 immune checkpoint inhibitor to treat solid cancers, and companion diagnostics used to monitor treatment with CD47 products (collectively, “CD47 Products”), from Curis Biotech Holdings LLC, the parent company of Valetudo, a related party of the Company, in exchange for 78,555,554 of Liminatus’ Class A member units.

The license was recorded at Valetudo’s cost basis of zero, and the Company recorded an approximately $ 800,000 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 June of 2025.

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 September of 2025.

Related Party Transactions

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On April 30, 2025, upon consummation of the Business Combination, the outstanding principal and accrued interest on the Feelux Bonds, totaling $ 10,681,146 , and 9,999,999 member units of Liminatus were converted into 4,000,000 shares of the Company’s common stock.

As of June 30, 2025 and December 31, 2024, the Feelux Bonds have a carrying amount of $ 0 and $ 10,000,000 , respectively, and are included in short-term debt, related parties in the unaudited condensed consolidated balance sheets.

As of June 30, 2025 and December 31, 2024, the related accrued interest of the Feelux Bonds was $ 0 and $ 646,124 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended June 30, 2025 and 2024, the Company recorded $ 8,772 and $ 26,343 , respectively, of interest expense in the unaudited condensed consolidated statements of operations for the Feelux Bonds.

For the six months ended June 30, 2025 and 2024, the Company recorded $ 35,023 and $ 52,621 , respectively, of interest expense in the unaudited condensed consolidated statements of operations for the Feelux Bonds.

As of September 30, 2025 and December 31, 2024, the Feelux Bonds have a carrying amount of $ 0 and $ 10,000,000 , respectively, and are included in short-term debt, related parties in the unaudited condensed consolidated balance sheets.

As of September 30, 2025 and December 31, 2024, the related accrued interest of the Feelux Bonds was $ 0 and $ 646,124 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended September 30, 2025 and 2024, the Company recorded $ 0 and $ 26,633 , respectively, of interest expense in the unaudited condensed consolidated statements of operations for the Feelux Bonds.

For the nine months ended September 30, 2025 and 2024, the Company recorded $ 35,023 and $ 79,254 , respectively, of interest expense in the unaudited condensed consolidated statements of operations for the Feelux Bonds.

Car-Tcellkor Loan

3 unchanged sentences

On April 30, 2025, upon consummation of the Business Combination, the outstanding principal of $ 800,000 was forgiven.

As of June 30, 2025 and December 31, 2024, the Car-Tcellkor Loan had a carrying amount of $ 0 and $ 800,000 , respectively, and is recorded in short-term debt, related parties in the unaudited condensed consolidated balance sheets (see Note 5).

As of September 30, 2025 and December 31, 2024, the Car-Tcellkor Loan had a carrying amount of $ 0 and $ 800,000 , respectively, and is recorded in short-term debt, related parties in the unaudited condensed consolidated balance sheets (see Note 5).

Valetudo Loans

16 unchanged sentences

On April 30, 2025, upon consummation of the Business Combination, outstanding principal of $ 750,000 , along with accrued interest, of the Valetudo August 2023 Loans was converted into common stock of the Company.

As of June 30, 2025 and 2024, the loans from Valetudo of $ 450,000 and $ 2,800,000 , respectively, are recorded in short-term debt, related parties in the unaudited condensed consolidated balance sheets (see Note 5).

As of June 30, 2025 and December 31, 2024, the related accrued interest of the loans from Valetudo was $ 105,642 and $ 115,017 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended June 30, 2025 and 2024, interest expense related to the Valetudo loans was $ 10,542 and $ 24,267 , respectively.

For the six months ended June 30, 2025 and 2024, interest expense related to the Valetudo loans was $ 34,542 and $ 47,483 , respectively.

As of September 30, 2025 and 2024, the loans from Valetudo of $ 450,000 and $ 2,800,000 , respectively, are recorded in short-term debt, related parties in the unaudited condensed consolidated balance sheets (see Note 5).

As of September 30, 2025 and December 31, 2024, the related accrued interest of the loans from Valetudo was $ 109,475 and $ 115,017 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended September 30, 2025 and 2024, interest expense related to the Valetudo loans was $ 3,833 and $ 24,533 , respectively.

For the nine months ended September 30, 2025 and 2024, interest expense related to the Valetudo loans was $ 38,375 and $ 72,016 , respectively.

Please refer to Note 5 for discussion related to notes which have passed their maturity dates.

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The Ewon December 2023 Loan bears no interest.

On April 30, 2025, upon consummation of the Business Combination, outstanding principal of $ 1,000,000 , along with accrued interest, of the Ewon December 2023 Loan was converted into common stock of the Company.

As of June 30, 2025 and December 31, 2024, the balance of $ 0 and $ 3,200,000 of the Ewon loans is recorded in short-term debt, related parties in the unaudited condensed consolidated balance sheets (see Note 5).

As of June 30, 2025 and December 31, 2024, the related accrued interest of the loans from Ewon was $ 0 and $ 102,089 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended June 30, 2025 and 2024, interest expense related to the Ewon loans was $ 3,667 and $ 11,122 , respectively.

For the six months ended June 30, 2025 and 2024, interest expense related to the Ewon loans was $ 14,667 and $ 22,244 , respectively.

On April 30, 2025, upon consummation of the

Business Combination, outstanding principal of $ 1,000,000 , along with accrued interest, of the Ewon December 2023 Loan was converted into common stock of the Company.

As of September 30, 2025 and December 31, 2024, the balance of $ 0 and $ 3,200,000 of the Ewon loans is recorded in short-term debt, related parties in the unaudited condensed consolidated balance sheets (see Note 5).

As of September 30, 2025 and December 31, 2024, the related accrued interest of the loans from Ewon was $ 0 and $ 102,089 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended September 30, 2025 and 2024, interest expense related to the Ewon loans was $ 0 and $ 11,244 , respectively.

For the nine months ended September 30, 2025 and 2024, interest expense related to the Ewon loans was $ 14,667 and $ 33,489 , respectively.

Prophase Loans

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In February of 2025, the Company borrowed an additional $ 206,000 from 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.

The Prophase February 2025 Loan bears interest at 6 % per annum and was due on April 11, 2025, which may be extended upon mutual agreement of the parties.

On April 30, 2025, upon consummation of the Business Combination, outstanding principal of $ 125,000 , along with accrued interest, on the Prophase February 2025 Loan was converted into common stock of the Company.

In March of 2025, the Company borrowed $ 207,000 from 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.

The Prophase March 2025 Loan bears interest at 6 % per annum and was due on June 6, 2025, which may be extended upon mutual agreement of the parties.

On April 30, 2025, upon consummation of the Business Combination, outstanding principal of $ 200,000 , along with accrued interest, on the Prophase March 2025 Loan was converted into common stock of the Company.

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On April 30, 2025, upon consummation of the Business Combination, the outstanding principal of $ 3,627,000 , along with accrued interest, on the Prophase April 2025 Loans was converted into common stock of the Company.

As of June 30, 2025 and December 31, 2024, the balance of the Prophase loans is $ 742,500 and $ 1,623,000 , respectively.

As of June 30, 2025 and December 31, 2024, the related accrued interest of the loans from Prophase was $ 56,513 and $ 66,728 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended June 30, 2025 and 2024, interest expense related to the Prophase Loans was $ 27,516 and $ 29,230 , respectively.

As of September 30, 2025 and December 31, 2024, the balance of the Prophase loans is $ 742,500 and $ 1,623,000 , respectively.

As of September 30, 2025 and December 31, 2024, the related accrued interest of the loans from Prophase was $ 67,898 and $ 66,728 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended September 30, 2025 and 2024, interest expense related to the Prophase Loans was $ 11,385 and $ 24,179 , respectively.

For the nine months ended September 30, 2025 and 2024, interest expense related to the Prophase loans was $ 65,687 and $ 41,842 , respectively.

Please refer to Note 5 for discussion related to notes which have passed their maturity dates.

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On April 30, 2025, upon consummation of the Business Combination, outstanding principal of $ 800,000 , along with accrued interest, of the Hana Loans was converted into common stock of the Company.

As of June 30, 2025 and December 31, 2024, the balance of the Hana Loans is $ 50,000 and $ 850,000 , respectively.

As of June 30, 2025 and December 31, 2024, the related accrued interest of the loans from Hana was $ 508 and $ 19,150 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended June 30, 2025 and 2024, interest expense related to the Hana Loans was $ 4,758 and $ 0 , respectively.

For the six months ended June 30, 2025 and 2024, interest expense related to the Hana Loans was $ 17,508 and $ 0 , respectively.

As of September 30, 2025 and December 31, 2024, the balance of the Hana Loans is $ 50,000 and $ 850,000 , respectively.

As of September 30, 2025 and December 31, 2024, the related accrued interest of the loans from Hana was $ 1,275 and $ 19,150 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended September 30, 2025 and 2024, interest expense related to the Hana Loans was $ 767 and $ 6,117 , respectively.

For the nine months ended September 30, 2025 and 2024, interest expense related to the Hana Loans was $ 18,275 and $ 6,117 , respectively.

Please refer to Note 5 for discussion related to notes which have passed their maturity dates.

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On April 30, 2025, upon consummation of the Business Combination, the outstanding principal of $ 250,000 , along with accrued interest, on the Amantes January 2025 Loans was converted into common stock of the Company.

As of June 30, 2025 and December 31, 2024, the balance of the Amantes Loans is $ 200,000 and $ 700,000 , respectively.

As of June 30, 2025 and December 31, 2024, the related accrued interest of the loans from Amantes was $ 2,842 and $ 5,700 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended June 30, 2025 and 2024, interest expense related to the Amantes Loans was $ 7,033 and $ 0 , respectively.

For the three months ended June 30, 2025 and 2024, interest expense related to the Amantes Loans was $ 21,758 and $ 0 , respectively.

As of September 30, 2025 and December 31, 2024, the balance of the Amantes Loans is $ 200,000 and $ 700,000 , respectively.

As of September 30, 2025 and December 31, 2024, the related accrued interest of the loans from Amantes was $ 6,220 and $ 5,700 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended September 30, 2025 and 2024, interest expense related to the Amantes Loans was $ 3,067 and $ 0 , respectively.

For the three months ended September 30, 2025 and 2024, interest expense related to the Amantes Loans was $ 24,825 and $ 0 , respectively.

Please refer to Note 5 for discussion related to notes which have passed their maturity dates.

Due to Related Party

As of June 30, 2025 and December 31, 2024, the Company has $ 172,753 due to the CEO of the Company for compensation under his employment agreement.

As of June 30, 2025 and December 31, 2024, the Company has $ 126,275 due from Viral Gene included in due from related party in the unaudited condensed consolidated balance sheets for a loan to Viral Gene and expenses paid on behalf of Viral Gene.

As of September 30, 2025 and December 31, 2024, the Company has $ 180,253 and $ 187,753 , respectively, due to the CEO of the Company for compensation under his employment agreement.

As of September 30, 2025 and December 31, 2024, the Company has $ 126,275 due from Viral Gene included in due from related party in the unaudited condensed consolidated balance sheets for a loan to Viral Gene and expenses paid on behalf of Viral Gene.

The Company’s CEO is also the CEO of Viral Gene.

The loan does not bear any interest.

Outstanding debt classified as short-term debt as of June 30, 2025 and December 31, 2024 consisted of the following:

June 30, 2025

Outstanding debt classified as short-term debt as of September 30, 2025 and December 31, 2024 consisted of the following:

September 30, 2025

December 31, 2024

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Short-term debt, related parties

As of June 30, 2025 and December 31, 2024, the Company’s outstanding debt agreements are all past due and are classified as current in the accompanying unaudited condensed consolidated balance sheets.

As of September 30, 2025 and December 31, 2024, the Company’s outstanding debt agreements are all past due and are classified as current in the accompanying unaudited condensed consolidated balance sheets.

All of the loans are with related parties (see Note 4).

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Stockholders’ Equity

In connection with the Business Company, the Company’s certificate of incorporation were amended and restated to designate two classes of stock;

In connection with the Business Company, the Company’s certificate of incorporation was amended and restated to designate two classes of stock;

preferred and common stock.

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The Company’s Amended and Restated Certificate of Incorporation provides the Company’s board of directors with the authority to issue up to 1,000,000 shares of $ 0.0001 par value preferred stock in one or more series and to establish from time to time the number of shares to be included in each such series, by adopting a resolution and filing a certification of designations.

Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions.

There were zero preferred shares outstanding as of June 30, 2025 and December 31, 2024.

Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights will be stated and expressed in such resolutions.

There were zero preferred shares outstanding as of September 30, 2025 and December 31, 2024.

The Company is authorized to issue 500,000,000 shares of common stock, with a par value of $ 0.0001 per share.

As of June 30, 2025 and December 31, 2024, there were 26,014,633 and 17,500,000 shares of common stock issued and outstanding , respectively.

On July 16, 2025, the Company entered into a settlement and release agreement with Alta Partners, LLC (“Alta”), pursuant to which the Company agreed to issue 350,000 shares of its common stock to Alta in exchange for the surrender and cancellation of 1,000,000 Public Warrants held by Alta.

On July 16, 2025, the common stock issued to Alta and Public Warrants surrendered by Alta had a fair value of $ 1,890,000 and $ 150,000 , respectively.

As a result of the exchange, the Company recognized a loss of $ 1,740,000 on the difference in fair value between the common stock and Public Warrants, which is included in Loss on issuance of common stock on the Company’s unaudited condensed consolidated statement of operations.

On April 30, 2025, the Company settled Iris’ liabilities for $ 7,000,000 of the deferred underwriting fees incurred prior to the Closing Date for 700,000 shares of common stock to the underwriters in Iris’s initial public offering.

On July 1, 2025, the Company issued the shares to the underwriters, which on July 1, 2025 had a fair value of $ 7,245,000 .

As of September 30, 2025 and December 31, 2024, there were 27,064,633 and 17,500,000 shares of common stock issued and outstanding, respectively.

Holders of the Company’s common stock are entitled to one vote for each share held of record, on all matters submitted to a vote of stockholders.

Additionally, holders of common stock have dividend rights, in the event of a declared dividend declared by the Company’s Board of Directors, and liquidation rights, in the event of an involuntary or voluntary event of liquidation that allow for the Company’s common stockholders to receive all remaining assets of the Company, after payments of debts and other liabilities.

As of June 30, 2025, 6,900,000 Public Warrants and 835,555 private placement warrants (together, the “Warrants”) were outstanding.

As of September 30, 2025, 5,900,000 Public Warrants and 835,555 private placement warrants (together, the “Warrants”) were outstanding.

Each Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share.

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Commitments and Contingencies

On July 17, 2025, the Company entered into a short-term lease for an office space in Cerritos, California (the “Lease”).

The Lease commenced on September 1, 2025 and expires on June 30, 2026 and does not have any renewal option.

The Company has made the short-term lease election and recognizes lease payments for its short-term lease on a straight line basis over the lease term.

For both the three and nine months ended September 30, 2025, lease expense related to the short-term lease was $ 2,784 .

For the three and nine months ended September 30, 2025, there was no lease expense related to the short-term lease.

Legal proceedings

5 unchanged sentences

On October 11, 2023, Iris executed a fee reduction agreement with the underwriters to reduce the deferred underwriting discount of $ 9,660,000 to $ 8,000,000 in the event the Business Combination was consummated.

Pursuant to the terms of the agreement, the reduced deferred underwriting discount shall be payable by the Iris to the underwriters in $ 1,000,000 cash and $ 7,000,000 of the common

equity securities of the public entity that survives the transaction.

Pursuant to the terms of the agreement, the reduced deferred underwriting discount was payable by the Iris to the underwriters in $ 1,000,000 cash and $ 7,000,000 of the common equity securities of the public entity that survives the transaction.

The share 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.

As of April 30, 2025, Iris and Parent amended the fee reduction agreement with the underwriters to limit the total number of shares of common stock issuable to the underwriters to 1,750,000 .

As of April 30, 2025, Iris and the Company amended the fee reduction agreement with the underwriters to limit the total number of shares of common stock issuable to the underwriters to 1,750,000 .

Upon the consummation of the Business Combination, $ 9,160,000 in deferred underwriting fees were settled, of which $ 7,000,000 will be settled in common shares of the combined company, $ 500,000 was settled in cash and $ 1,660,000 was waived and no longer payable.

The remaining $ 500,000 will be settled upon the earlier of the consummation of the combined company’s next share offering, or in six months from the closing date of the Business Combination.

As of June 30, 2025, the deferred underwriting fee payable was $ 500,000 , which is included in Deferred underwriting fee payable in the Company’s condensed consolidated balance sheets.

The remaining $ 500,000 was to be settled upon the earlier of the consummation of the combined company’s next share offering, or in six months from the closing date of the Business Combination.

As of September 30, 2025, the deferred underwriting fee payable was $ 500,000 , which is included in Deferred underwriting fee payable in the Company’s condensed consolidated balance sheets.

On July 1, 2025, the Company issued the shares to the underwriters.

On July 1, 2025, the Company issued the shares to the underwriters, which on July 1, 2025 had a fair value of $ 7,245,000 .

On October 27, 2025, six months from the closing date of the Business Combination, the remaining $ 500,000 underwriting fee became due.

As of the date of this Form 10-Q, the $ 500,000 underwriting fees remains unpaid.

Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company’s utilized to determine such fair value:

June 30, 2025

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company’s utilized to determine such fair value:

September 30, 2025

December 31, 2024

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Warrant Liability

Upon closing of the Merger, Iris' public and private placement warrants were converted into warrants of the Company, which entitle the holders to purchase one share of the Company's common stock.

Upon closing of the Mergers, Iris’ public and private placement warrants were converted into warrants of the Company, which entitle the holders to purchase shares of the Company’s common stock.

The Company’s private placement warrants meet the requirements for liability classification.

The fair value of the warrant liabilities were determined using observable data points, such as the fair value of the public warrants as of June 30, 2025 and December 31, 2024.

The fair value of the warrant liabilities were determined using observable data points, such as the fair value of the public warrants as of September 30, 2025 and December 31, 2024.

The Company further considered specific unobservable inputs, such as the probability and timing of events and the expected equity value of the underlying shares.

The changes in fair value of Level 3 financial assets and liabilities for the six months ended June 30, 2025 are as follows:

The changes in fair value of Level 3 financial assets and liabilities for the nine months ended September 30, 2025 are as follows:

Warrant liability

2 unchanged sentences

Change in fair value

Fair value as of June 30, 2025

Fair value as of September 30, 2025

Subsequent Events

The Company has completed an evaluation of all subsequent events through the date of this filing to ensure that these unaudited condensed consolidated financial statements include appropriate disclosure of events both recognized in the unaudited condensed consolidated financial statements and events which occurred but were not recognized in the unaudited condensed consolidated financial statements.

On July 1, 2025, the Company issued 700,000 shares of its common stock to the underwriters to satisfy the settlement of Iris’ liabilities for $ 7,000,000 of the deferred underwriting fees.

On July 10, 2025, the board of directors (the “Board”) of the Company increased the size of the Board to six (6) members and appointed Philip Lemons and Richard Baek as directors of the Company, effective immediately.

On July 16, 2025, the Company entered into a settlement and release agreement with Alta Partners (“Alta”), pursuant to which the Company agreed to issue 350,000 shares of its common stock to Alta in exchange for the surrender and cancellation of 1,000,000 warrants to purchase shares of common stock held by Alta.

On August 22, 2025, the Company received a notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company was no longer in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delay in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025.

The deficiency letter has no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on Nasdaq under the symbol “LIMN”.

Under the Nasdaq rules, the Company has 60 calendar days, or until October 21, 2025, to submit a plan to regain compliance and if the plan is accepted, Nasdaq can grant an exception of up to 180 calendar days from the filing’s due date, or until February 16, 2026, to regain compliance.

If the compliance plan is not accepted, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

On October 27, 2025, six months from the closing date of the Business Combination, the remaining $ 500,000 underwriting fee became due.

As of the date of this Form 10-Q, the $ 500,000 underwriting fees remains unpaid.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements