What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 164 added, 244 removed, 388 unchanged (51% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

Current assets

Loan receivable

Deferred transaction costs

Prepaid and other current assets

1 unchanged sentence

Non-current assets

Due from related party, non-current

Property and equipment, net

4 unchanged sentences

Accrued interest, related parties

Accrued maintenance fee

Due to research and development partner

Due to related parties

1 unchanged sentence

Deferred underwriting fee payable

Settlement payable

Total current liabilities

8 unchanged sentences

500,000,000 shares authorized;

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

44,877,633 and 27,064,633 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

4 unchanged sentences

( 9,814,690 )

( 19,340,063 )

Total liabilities and stockholders’ deficit

* 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.

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

1 unchanged sentence

Condensed Consolidated Statements of Operations

For the three months ended September 30,

For the nine months ended September 30,

For the three months ended March 31,

General and administrative

3 unchanged sentences

( 1,100,898 )

( 3,162,876 )

Other income (expense):

1 unchanged sentence

Interest income

Forgiveness of unrelated vendor payables

Change in fair value of deferred underwriting fee - common stock payable

Change in the fair value of warrant liabilities

Loss on exchange of common stock for warrants

( 1,740,000 )

Total other income (expense), net

( 1,122,181 )

( 1,823,351 )

( 2,037,590 )

Total other expense, net

( 1,123,714 )

Weighted average shares outstanding, basic and diluted*

Basic and diluted net income loss per share*

Basic and diluted net loss per share*

* Shares and per share 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.

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

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

For the three months ended March 31, 2026 and 2025

Additional Paid-in

3 unchanged sentences

( 9,814,690 )

Balance - March 31, 2025*

( 28,992,742 )

( 19,667,589 )

Business combination with IRIS, net of transaction costs

Settlement of loans to Iris Acquisition Corp upon closing of the business combination

( 4,443,500 )

Issuance of common stock to Iris Acquisition Holdings, LLC

Issuance of common stock for the PIPE investment

Balance - June 30, 2025

( 28,879,455 )

( 8,807,412 )

Issuance of common stock to underwriter

Issuance of common stock in connection with the surrendar of warrants

( 1,823,351 )

Issuance of common stock in connection with the Clear Street settlement

Issuance of common stock in connection with the Offering, net of offering costs of $ 559,962

( 1,123,714 )

Balance - September 30, 2025

( 1,123,714 )

Balance - March 31, 2026

( 39,995,447 )

4 unchanged sentences

( 19,340,063 )

( 1,753,978 )

Balance - March 31, 2025*

1 unchanged sentence

( 19,667,589 )

Balance - June 30, 2024*

( 27,834,092 )

( 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.

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30,

For the three months ended March 31,

Cash Flows from Operating Activities:

( 2,037,590 )

( 3,316,557 )

Forgiveness of unrelated vendor payables

Adjustments to reconcile net loss to net cash used in operating activities

( 1,123,714 )

Change in fair value of deferred underwriting fee - common stock payable

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

Due from related party, current

( 3,427,000 )

Prepaid and other current assets

Accounts payable and accrued expenses

( 4,058,404 )

Accrued interest, related parties

Accrued maintenance fee

Due to research and development partner

Due to related party

Due to related parties

Net cash used in operating activities

( 2,015,289 )

( 1,310,406 )

Cash Flows from Investing Activities:

Loans to Iris Acquisition Corp

( 2,300,000 )

Purchases of property and equipment

Net cash used in investing activities

( 2,300,000 )

Cash Flows from Financing Activities:

Gross proceeds from issuance of common stock for PIPE investment

Payment of transaction costs

( 2,563,738 )

Proceeds from issuance of common stock, net

Proceeds from issuance of short-term debt, related party

Repayment of short-term debt, related party

( 1,300,000 )

Net cash provided by financing activities

3 unchanged sentences

Non-cash investing and financing activities:

Liabilities assumed in connection with the Business Combination

Fair value of shares to be issued to underwriter on date of the Business Combination

Transaction costs incurred upon closing of the Business Combination

Settlement of loans to Iris Acquisition Corp upon closing of the Business Combination

Issuance of common stock to Iris Acquisition Holdings, LLC

Conversion of related party short-term debt into common stock

Non-cash conversion of amounts borrowed for PIPE Funds

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

Issuance of common stock to underwriter

Issuance of common stock in connection with the Clear Street settlement

Costs incurred in connection with the issuance of common stock

Deferred transaction costs in accounts payable

9 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 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 November 30, 2022, Iris Acquisition Corp, a Delaware corporation (“Iris”), the Company, Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), Liminatus Pharma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Liminatus Merger Sub”), and SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“SPAC Merger Sub”), entered into a business combination agreement (as amended, the “Business Combination Agreement”).

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

14 unchanged sentences

The non-cash component of the PIPE Financing included the conversion of $ 4,443,500 in amounts borrowed from a consortium of related parties.

The $ 4,443,500 borrowed from the related parties were used to fund an unsecured promissory note between Liminatus and Iris.

The $ 4,443,500 borrowed from the related parties was used to fund an unsecured promissory note between Liminatus and Iris.

At the Closing Date, the unsecured promissory note was settled and the $ 4,443,500 in related party debts were ultimately converted into shares of the Company in a noncash transaction.

At the Closing Date, 112,222,220 Liminatus’ member units converted into 17,500,000 shares of the Company’s common stock.

At the Closing Date, 112,222,220 of Liminatus’ member units converted into 17,500,000 shares of the Company’s common stock.

Of the 17,500,000 shares of common stock, 4,000,000 were issued to Feelux Co, Ltd.

14 unchanged sentences

The net assets of Iris were stated at fair value, with no goodwill or other intangible assets recorded.

Upon the consummation of the Business Combination, the Iris Class A Shares, Iris Units and Public Warrants ceased trading on the OTC Pink Marketplace, and the 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

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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.

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.

On November 19, 2025, the Company received notices from the Nasdaq indicating that the Company was no longer in compliance with (i) Nasdaq Listing Rule 5450(b)(2)(A) due to its failure to maintain a minimum Market Value of Listed Securities (“MVLS”) of

$50,000,000 (the “MVLS Rule”), based upon a review of the Company’s MVLS for the last 30 consecutive business days and (ii) Nasdaq Listing Rule 5450(b)(2)(C) due to its failure to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 (the “MVPHS Rule”), based upon a review of the Company’s MVPHS for the last 30 consecutive business days.

The Nasdaq staff noted that the Company also does not meet the requirements under Listing Rule 5450(b)(3)(A), which requires the Company to have total assets and total revenue of at least $50 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years.

Under the Nasdaq rules, the Company has 180 calendar days, or until May 18, 2026, to regain compliance with the MVLS Rule and MVPHS Rule.

In the event the Company does not regain compliance with the MVLS Rule and MVPHS Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting.

At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel.

Alternatively, the Company may consider applying to transfer the Company’s securities to the Capital Market, provided it meets the Capital Market’s continued listing requirements.

The Company is working diligently to regain compliance with Nasdaq’s listing rules.

However, there can be no assurance that the Company will be able to regain compliance within the prescribed time period.

On January 15, 2026, the Company received a notice from Nasdaq indicating that, based upon the closing bid price for the last 30 consecutive business days, the Company was no longer in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”) which requires listed securities to maintain a minimum bid price of $1 per share.

Under the Nasdaq rules, the Company has 180 calendar days, or until July 14, 2026, to regain compliance with the Bid Price Rule.

In the event the Company does not regain compliance during the initial compliance period, the Company may be eligible for additional time to regain compliance with the Bid Price Rule.

The Company is working diligently to regain compliance with Nasdaq’s listing rules.

However, there can be no assurance that the Company will be able to regain compliance within the prescribed time period.

February 2026 Public Offering

On February 18, 2026, the Company closed a best efforts public offering for the sale of (i) 8,270,000 shares of common stock, (ii) 5,543,000 pre-funded warrants to purchase up to 5,543,000 shares of common stock and (iii) 13,813,000 common stock purchase warrants to purchase up to 20,719,500 shares of common stock, at a combined public offering price of $ 0.29 per share (or $ 0.2899 per pre-funded warrant) and accompanying warrant (the “Offering”), for aggregate net proceeds of approximately $ 3.44 million after deducting the estimated offering expenses, including the placement agent fees.

Each pre-funded warrant has an exercise price of $ 0.0001 per share upon issuance for one share of common stock and will not expire prior to exercise.

Each warrant has an exercise price of $ 0.29 per share, is exercisable upon issuance for one and a half shares of common stock, and will expire five years following the date of issuance.

The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price.

Maxim Group LLC acted as the placement agent in connection with the Offering.

In connection with the Offering, on February 17, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain purchasers party thereto.

Pursuant to the Purchase Agreement, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock or file any registration statement or prospectus, or any amendment or supplement thereto for 180 days after the closing date of the Offering, subject to certain exceptions.

The Company also agreed not to effect or enter into an agreement to effect any issuance of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock involving a Variable Rate Transaction (as defined in the Purchase Agreement) until 180 days after the closing date of the Offering, subject to certain exceptions.

In connection with the Offering, on February 17, 2026, the Company entered into a placement agency agreement with Maxim Group LLC, as placement agent in connection with the Offering (the “Placement Agent”).

The Company paid the Placement Agent a cash fee of 8.0 % of the aggregate gross proceeds raised in the Offering.

The Company also agreed to reimburse the Placement Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the Offering in an aggregate amount up to $ 100,000 .

In addition, the Company issued to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase 690,650 shares of common stock (representing 5.0 % of the number of shares of common stock sold in the Offering).

The Placement Agent Warrants are immediately exercisable at an exercise price of $ 0.319 (or 110 % of the public offering price for the shares of common stock and common warrants offered in the Offering) and will expire on the fifth anniversary of the commencement of sales of the Offering.

Liquidity and Capital Resources

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

Through 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.

Through March 31, 2026, the Company has funded its operations mainly through equity and debt financings, including the proceeds from the Mergers and the PIPE Financing and the Offering (as described below).

As of March 31, 2026, the Company had $ 1,907,674 of cash in its bank accounts.

As of March 31, 2026 and December 31, 2025, there was $ 1,442,500 of related party debts, which are included in short-term debt, related parties in the accompanying unaudited condensed consolidated balance sheets (see Note 4).

The Company has an accumulated deficit of $ 39,995,447 as of March 31, 2026.

The Company had a loss from operations and net loss of $ 1,100,898 and $ 1,123,714 , respectively, for the three months ended March 31, 2026.

The Company had a loss from operations and net loss of $ 264,220 and $ 327,526 , respectively, for the three months ended March 31, 2025.

On February 18, 2026, the Company completed a “best efforts” public offering of (i) 8,270,000 shares of its common stock, (ii) 5,543,000 Pre-Funded Warrants to purchase up to 5,543,000 shares of common stock and (ii) 13,813,000 Common Stock Warrants to purchase up to 20,719,500 shares of common stock, at a combined public offering price of $ 0.29 per share (or $ 0.2899 per Pre-Funded Warrant) and accompanying warrant.

In connection with the Offering, the Company received net proceeds of approximately $ 3.44 million, after deducting the estimated offering expenses payable by the Company, including the placement agent fees.

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

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

Management’s plans relating to the above include raising additional cash through equity and debt financings or other arrangements to fund operations.

Management’s plans relating to the above include raising additional cash through further equity and debt financings or other arrangements to fund operations.

There can be no assurance that the Company will be able to raise adequate capital under acceptable terms, if at all.

9 unchanged sentences

The unaudited condensed consolidated financial statements do not include all of the disclosures required by U.S.

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 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.

GAAP for annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements of the Company as of and for the year ended December 31, 2025 (the “Annual Financial Statements”).

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary to fairly present its financial position as of March 31, 2026, its results of operations for the three months ended March 31, 2026 and 2025, its cash flows for the three months ended March 31, 2026 and 2025, and its changes in stockholders’ deficit for the three months ended March 31, 2026 and 2025.

Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ending December 31, 2026 or any future period.

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.

After the closing of the Business Combination, the Company has elected to be an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor

attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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

6 unchanged sentences

Actual results may differ materially and adversely from these estimates.

The Company is not aware of any significant estimates that required management to exercise significant judgment with the exception of the Company’s warrant liability.

The Company is not aware of any significant estimates that required management to exercise significant judgment with the exception of the Company’s warrant liability and research and development costs.

If the underlying estimates and assumptions upon which the estimates are based change in the future, actual amounts may differ from those included in the Company’s unaudited condensed consolidated financial statements.

2 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 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 Company’s general and administrative expenses for the three months ended March 31, 2026 and 2025 included $ 60,500 and $ 37,500 , respectively, 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.

The Company’s research and development expenses did not include any compensation-related expenses.

Other segment items included in net income (loss) are interest expense, related parties and interest income which are reflected in the Company’s unaudited condensed consolidated statements of operations.

Other segment items included in net loss are interest expense, related parties and interest income which are reflected in the Company’s unaudited condensed consolidated statements of operations.

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which can exceed government insured limits.

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

The Company did 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 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.

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.

As of December 31, 2024, no expected credit loss was recorded related to the loan receivable.

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).

The Company did no t have any cash equivalents as of March 31, 2026 and December 31, 2025.

Fair Value of Financial Instruments

9 unchanged sentences

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The fair value of the warrant liability reported in the Company’s unaudited condensed consolidated balance sheets represent a Level 3 instrument.

The fair value of the warrant liability reported in the Company’s unaudited condensed consolidated balance sheets represent a Level 3 instrument (see Note 8).

The carrying values reported in the Company’s unaudited condensed consolidated balance sheets for prepaid expenses and other current assets, due from related party, accounts payable and accrued expenses, accrued interest, short-term debt with related parties, due to related parties and its deferred underwriting fee payable are reasonable estimates of their fair values due to the short-term nature of these items.

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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 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.

As of March 31, 2026, 13,813,000 of the Company’s Common Stock Warrants, 690,650 Placement Agent Warrants and 5,094,623 Public Warrants were accounted for as equity-classified instruments and 835,555 private placement warrants were accounted for as liability-classified instruments.

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

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

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.

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

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

During the three 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

During the three months ended March 31, 2026, the Company had an unrealized gain on the change in fair value of the warrant liabilities of $ 4,178 .

During the three months ended March 31, 2025, the Company had no unrealized gain or loss on the change in fair value of the warrant liabilities.

Net Loss per Share of Common Stock

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

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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 nine months ended September 30, 2025.

Diluted net loss per share is computed by dividing 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 19,598,273 warrants, comprised of 13,813,000 Common Stock Warrants, 690,650 Placement Agent Warrants and 5,094,623 Public 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 inclusion would reduce the net loss per share during the three months ended March 31, 2026 and 2025.

Research and Development Expenses

Research and development expenses consist of costs incurred by InnoBation Bio Co, Ltd.

(“Innobation”) in accordance with the license agreement with Innobation and are recorded as research and development expenses as incurred (see Note 3).

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

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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.

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

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

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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 September 30, 2025 and December 31, 2024.

There were no unrecognized tax positions, and no amounts accrued for interest and penalties as of March 31, 2026 and December 31, 2025.

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 September 30, 2025 or December 31, 2024.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions.

Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024.

The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted.

The Company adopted this standard on January 1, 2025 and determined that the adoption does not have a material impact on these unaudited condensed consolidated financial statements.

No unrecognized tax benefits were identified as of March 31, 2026 or December 31, 2025.

Recently Issued Accounting Pronouncements – Not Yet Adopted

On November 4, 2024, the FASB issued ASU 2024-03, Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

On November 4, 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

The amendments in this ASU do not change or remove current expense disclosure requirements;

however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments.

the other disaggregation requirements in the amendments.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements.

The Company is currently evaluating the potential impact that the adoption of this standard will have on its unaudited condensed consolidated financial statements.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

License Agreements

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 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 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.

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 approximately $ 20,000,000 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 approximately $ 15,000,000 .

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 approximately $ 7,500,000 for each additional CAR-T product that was developed.

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.

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.

On August 11, 2024, the Company received notice from TDT, exercising its right to terminate the license and development agreement.

Please refer to “Termination and Settlement of CAR-T Products and Vaccine Products Licenses from TDT” below for further details related the termination and settlement of the CAR-T Products and Vaccine Products Licenses from TDT.

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 approximately $ 4,000,000 , which was paid by Viral Gene, Inc (“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.

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 Company’s unaudited condensed consolidated balance sheets 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.

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 approximately $ 12,000,000 .

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 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.

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.

On August 11, 2024, the Company received notice from TDT, exercising its right to terminate the license and development agreement.

Please refer to “Termination of CAR-T Products and Vaccine Products Licenses from TDT” below for further details.

Termination and Settlement of CAR-T Products and Vaccine Products Licenses from TDT

On August 11, 2024, the Company received notice from TDT, exercising its right to terminate the license and development agreement, dated June 10, 2018, between TDT and Liminatus.

As of August 2024, the CAR-T License and Vaccine License have been terminated.

On June 16, 2025, the Company and TDT entered and executed a settlement agreement.

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 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.

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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 September of 2025.

On February 20, 2026, the Company issued a payment of $ 1,000,000 to Innobation for the total estimated costs associated with the preparation activities for Phase 1 clinical trials of IBA101, the Company’s product candidate.

As of March 31, 2026, the Company estimated approximately 40 % of the activities were completed.

As of March 31, 2026 and December 31, 2025, prepaid research and development costs of $ 600,000 and $ 0 , respectively, are recorded in prepaid and other current assets in the unaudited condensed consolidated balance sheets.

For the three months ended March 31, 2026 and 2025, research and development expense related to the CD47 License was $ 400,000 and $ 0 , respectively.

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 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.

As of March 31, 2026 and December 31, 2025, there was no outstanding balance on the Feelux Bonds.

As of March 31, 2026 and December 31, 2025, there was no accrued interest on the Feelux Bonds.

For the three months ended March 31, 2026 and 2025, the Company recorded $ 0 and $ 26,251 , respectively, of interest expense in the unaudited condensed consolidated statements of operations for the Feelux Bonds.

Car-Tcellkor Loan

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

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).

As of March 31, 2026 and December 31, 2025, there was no outstanding balance on the Car-Tcellkor Loan.

Valetudo Loans

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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 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.

As of March 31, 2026 and December 31, 2025, the loans from Valetudo of $ 450,000 are recorded in short-term debt, related parties in the unaudited condensed consolidated balance sheets (see Note 5).

As of March 31, 2026 and December 31, 2025, the related accrued interest of the loans from Valetudo was $ 117,058 and $ 113,308 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended March 31, 2026 and 2025, interest expense related to the Valetudo loans was $ 3,750 and $ 24,000 , 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 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.

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 March 31, 2026 and December 31, 2025, there was no outstanding balance on the Ewon.

As of March 31, 2026 and December 31, 2025, there was no accrued interest on the loans from Ewon.

For the three months ended March 31, 2026 and 2025, interest expense related to the Ewon loans was $ 0 and $ 11,000 , respectively.

Prophase Loans

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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 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.

As of March 31, 2026 and December 31, 2025, the balance of the Prophase loans is $ 742,500 .

As of March 31, 2026 and December 31, 2025, the related accrued interest of the loans from Prophase was $ 90,421 and $ 79,283 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended March 31, 2026 and 2025, interest expense related to the Prophase Loans was $ 11,138 and $ 26,787 , 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 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.

As of March 31, 2026 and December 31, 2025, the balance of the Hana Loans is $ 50,000 .

As of March 31, 2026 and December 31, 2025, the related accrued interest of the loans from Hana was $ 2,792 and $ 2,042 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended March 31, 2026 and 2025, interest expense related to the Hana Loans was $ 750 and $ 12,750 , 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 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.

As of March 31, 2026 and December 31, 2025, the balance of the Amantes Loans is $ 200,000 .

As of March 31, 2026 and December 31, 2025, the related accrued interest of the loans from Amantes was $ 12,287 and $ 9,288 , respectively, and is included in accrued interest, related parties in the unaudited condensed consolidated balance sheets.

For the three months ended March 31, 2026 and 2025, interest expense related to the Amantes Loans was $ 3,000 and $ 14,724 , respectively.

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

Due to Related Party

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 September 30, 2025 and December 31, 2024 consisted of the following:

September 30, 2025

As of March 31, 2026 and December 31, 2025, the Company has $ 194,587 and $ 209,586 , respectively, due to the Company’s executive team for compensation under their employment agreements.

Outstanding debt classified as short-term debt as of March 31, 2026 and December 31, 2025 consisted of the following:

March 31, 2026

December 31, 2025