Liminatus Pharma, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information The Company’s common stock and public warrants are listed on the Global Market tier of Nasdaq and the Capital Market tier of Nasdaq, respectively, under the symbols “LIMN” and “LIMNW,” respectively. Holders Based upon information furnished by our transfer agent, as of March 27, 2026, there were 10 holders of record of our common stock, 1 holder of record of the public warrants and 1 holder of the private warrants. Such numbers do not include beneficial owners holding our securities through nominee names. Dividend Policy The Company has not paid any cash dividends on its common stock to date. The payment of cash dividends by us in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of our Board. The Board currently anticipates that we will retain all or our earnings, if any, for use in our business and operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future. Recent Sales of Unregistered Equity Securities None. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 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”). On March 4, 2025, the shareholders of the Company approved the adoption of the 2025 Plan. The 2025 Plan provides for the grant of distribution equivalent rights, incentive share options, non-qualified share options, performance stock, performance units, restricted common stock, restricted stock units, share appreciation rights, tandem share appreciation rights, unrestricted common stock or any combination of the foregoing. Officers, employees, directors, consultants and advisers to the Company and its subsidiaries will be eligible for grants under the 2025 Plan. As of March 27, 2026, a total of 2,000,000 shares of common stock are reserved for issuance pursuant to the 2025 Plan. ​ EQUITY PLAN INFORMATION ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ securities to be ​ average ​ Number of ​ ​ issued upon ​ exercise price ​ securities ​ ​ exercise of ​ of outstanding ​ remaining ​ ​ outstanding ​ options, ​ available for ​ ​ options, ​ warrants and ​ future Plan Category: ​ warrants and rights: ​ rights: ​ issuance: 2025 Equity Incentive Plan: ​ ​ ​ ​ ​ ​ ​ Equity compensation plans approved by security holders — ​ $ — 2,000,000 Equity compensation plans not approved by security holders — ​ — — Total — ​ $ — 2,000,000 ​ ​ Item 6. [Reserved] None. 16 Table of Contents