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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2025-11-14 · 49 added, 67 removed, 99 unchanged (54% of the section changed)

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On April 30, 2025 (the “Closing Date”), the Company consummated the business combination contemplated by the Business Combination Agreement, pursuant to which (a) Liminatus Merger Sub merged with and into Liminatus (the “Liminatus Merger”), with Liminatus surviving the Liminatus Merger as a direct wholly-owned subsidiary of the Company, and (b) simultaneously with the Liminatus Merger, SPAC Merger Sub merged with and into Iris (the “SPAC Merger” and, together with the Liminatus Merger, the “Mergers”), with Iris surviving the SPAC Merger as a direct wholly-owned subsidiary of the Company (the transactions contemplated by the foregoing clauses (a) and (b) the “Business Combination”) , and in connection therewith the Company changed its name from “Iris Parent Holding Corp.” to “Liminatus Pharma, Inc.

common stock, par value $0.0001 per share (the “Iris Class A Shares”) and one-fourth of one redeemable warrant that was included as part of each Iris Unit (the “Public Warrants”), and such underlying constituent securities of Iris were converted in accordance with the applicable terms of the Business Combination Agreement, (ii) at the Effective Time, each issued and outstanding Iris Class A Share was converted automatically into and thereafter represent the right to receive one share of common stock, par value $0.0001 per share (“Common Stock”), of the Company, following which all Iris Class A Shares ceased to be outstanding and were automatically canceled and ceased to exist, (iii) at the Effective Time, each issued and outstanding Public Warrant immediately and automatically represented the right to purchase shares of Common Stock on the same terms and conditions as are set forth in the applicable warrant agreement, (iv) at the Effective Time, each issued and outstanding non-redeemable warrant of Iris that was issued by Iris in a private placement at the time of the consummation of its initial public offering, entitling the holder thereof to purchase one Iris Class A Share at $11.50 per share, except those issued to Cantor Fitzgerald & Co.

Pursuant to the Business Combination Agreement, among other matters, at the effective time of the Business Combination (the “Effective Time”), (i) every issued and outstanding security issued by Iris during its initial public offering (each, an “Iris Unit”) was automatically separated and broken out into its constituent parts and the holder thereof was deemed to hold one share of Iris Class A common stock, par value $0.0001 per share (the “Iris Class A Shares”) and one-fourth of one redeemable warrant that was included as part of each Iris Unit (the “Public Warrants”), and such underlying constituent securities of Iris were converted in accordance with the applicable terms of the Business Combination Agreement, (ii) at the Effective Time, each issued and outstanding Iris Class A Share was converted automatically into and thereafter represent the right to receive one share of common stock, par value $0.0001 per share (“Common Stock”), of the Company, following which all Iris Class A Shares ceased to be outstanding and were automatically canceled and ceased to exist, (iii) at the Effective Time, each issued and outstanding Public Warrant immediately and automatically represented the right to purchase shares of Common Stock on the same terms and conditions as are set forth in the applicable warrant agreement, (iv) at the Effective Time, each issued and outstanding non-redeemable warrant of Iris that was issued by Iris in a private placement at the time of the consummation of its initial public offering, entitling the holder thereof to purchase one Iris Class A Share at $11.50 per share, except those issued to Cantor Fitzgerald & Co.

(“Cantor”), were forfeited, and (v) the private placement warrants issued to Cantor immediately and automatically represented the right to purchase shares of Common Stock.

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The determination was primarily based on Liminatus’ members prior to the Business Combination having a majority of the voting interests in the combined company, Liminatus’ ability to exert control over the majority of the board of directors of the combined company, Liminatus’ ability to maintain control of the board of directors on a go-forward basis, Liminatus’ senior management comprising the senior management of the combined company, and Liminatus’ operations prior to the Business Combination comprise the ongoing operations of the combined company.

Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Liminatus’ issuing stock for the net

assets of Iris, accompanied by a recapitalization.

Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Liminatus’ issuing stock for the net assets of Iris, accompanied by a recapitalization.

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

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

February 2026 Public Offering

On February 18, 2026, we closed a best efforts public offering for the sale of (i) 8,270,000 shares of our common stock, (ii) 5,543,000 pre-funded warrants to purchase up to 5,543,000 shares of our 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, we entered into a securities purchase agreement (the “Purchase Agreement”) with certain purchasers party thereto.

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

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

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

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

We 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, we 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.

Results of Operations

Comparison of the Three Months Ended September 30, 2025 and 2024

The following is a comparative of our results of operations for the three months ended September 30, 2025 and 2024:

For the three months ended September 30,

General and administrative

Research and development

Total operating expenses

Loss from operations

Other income (expense), net

We did not generate revenue during either of the three months ended September 30, 2025 and 2024.

Our ability to generate revenue in the future will depend almost entirely on our ability to successfully develop successful commercial products with our intellectual property.

Operating Expenses

General and Administrative Expenses

General and administrative expenses consists primarily of professional service fees, including accounting and legal services and other general operating expenses.

General and administrative expenses increased by $515,089 during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 primarily due to increases in accounting and legal expenses incurred in connection with operating a publicly traded company.

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.

Research and development expenses decreased by $357,066 during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 as a result of the termination of TDT’s license agreements on August 11, 2024.

Other Income (Expenses), net

The other income (expense), net increased by $1,063,956 from $58,225 of other expense for the three months ended September 30, 2024 to $1,122,181 of other expense for the three months ended September 30, 2025.

During the three months ended September 30, 2025, the Company recognized a loss on the issuance of common stock of $1,740,000 related to the issuance of common stock in exchange for the cancellation of warrants and $19,052 of interest expense, offset by an unrealized gain on the change in the fair value of deferred underwriting fee common stock payable of $560,000 and an unrealized gain on the change in fair value of the warrant liabilities of $76,871.

In connection with the closing of the Business Combination on April 30, 2025, the loans receivable with Iris were terminated, thus no interest income is expected in future periods.

Comparison of the Nine Months Ended September 30, 2025 and 2024

The following is a comparative of our results of operations for the nine months ended September 30, 2025 and 2024:

For the nine months ended September 30,

Comparison of the Three Months Ended March 31, 2026 and 2025

The following is a comparative of our results of operations for the three months ended March 31, 2026 and 2025:

General and administrative

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Loss from operations

Other income (expense), net

We did not generate revenue during either of the nine months ended September 30, 2025 and 2024.

Our ability to generate revenue in the future will depend almost entirely on our ability to successfully develop successful commercial products with our intellectual property.

Other expense, net

Operating Expenses

1 unchanged sentence

General and administrative expenses consists primarily of professional service fees, including accounting and legal services and other general operating expenses.

General and administrative expenses increased by $1,606,059 during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 primarily due to increases in accounting and legal expenses incurred in connection with the Business Combination and due to the entity now operating as a publicly traded company.

General and administrative expenses increased by $436,678 during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 primarily due to increases in accounting and legal expenses incurred in connection with the Company now operating as publicly traded company.

Research and Development Expenses

Research and development expenses consist of costs incurred by 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.

Research and development expenses decreased by $2,685,334 during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 as a result of the termination of TDT’s license agreements on August 11, 2024.

Other Income (Expenses), net

The other income (expense), net decreased by $199,692 from $153,681 of other expense for the nine months ended September 30, 2024 to $46,011 of other income for the nine months ended September 30, 2025.

During the nine months ended September 30, 2025, the Company recognized other income of $2,142,297 related to the settlement of TDT’s payables and interest income on loans receivable with Iris of $76,589, offset by $196,852 of interest expense on related party promissory notes, an unrealized loss on the change in the fair value of deferred underwriting fee common stock payable of $196,000, an unrealized loss on the change in fair value of the warrant liabilities of $40,023 and a loss on the issuance of common stock of $1,740,000 related to the issuance of common stock in exchange for the cancellation of warrants.

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

(“Innobation”) who was performing the research and development activities for the Company in accordance with the license agreements with Innobation.

Research and development expenses increased by $400,000 as a result of costs incurred under the CD47 license agreement during the three months ended March 31, 2026 as compared no such costs incurring during the three months ended March 31, 2025.

Other Expenses, net

The other expense, net decreased by $40,490 from $63,306 of other expense for the three months ended March 31, 2025 to $22,816 of other expense for the three months ended March 31, 2026.

The Company recognized interest expense of $18,638 on related party promissory notes during the three months ended March 31, 2026 as compared to interest expense of $115,512 during the three months ended March 31, 2025 due to a decrease in the related party promissory notes principal balance following the closing of the Business Combination.

Further, the Company recognized no interest income on loans receivable with Iris during the three months ended March 31, 2026 as compared to interest income of $52,206 during the three months ended March 31, 2025.

In connection with the closing of the Business Combination on April 30, 2025, the loans receivable with Iris were terminated, thus no interest income is expected in future periods.

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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 incurred operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable.

The Company has an accumulated deficit of $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.

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 (the “Pre-Funded Warrants”) and (ii) 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”).

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.

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If the Company is unable to obtain such additional financing, future operations would need to be reevaluated.

The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024:

For the nine months ended September 30,

The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025:

Net cash used in operating activities

2 unchanged sentences

Net change in cash

Net cash used in operating activities for the nine months ended September 30, 2025 increased by $8,266,065 as compared to the nine months ended September 30, 2024.

The increase in cash used in operating activities is primarily due to the payment of accounts payable of approximately $4,058,404, settlement of amounts due to related parties of $3,427,000, and the non-cash settlement of the TDT payables for the nine months ended September 30, 2025 as compared to the same period in the prior year.

Net cash used in investing activities for the nine months ended September 30, 2025 decreased by $1,511,892 as compared to the nine months ended September 30, 2024.

Net cash used in operating activities for the three months ended March 31, 2026 increased by $1,855,896 as compared to the three months ended March 31, 2025.

The increase in cash used in operating activities is primarily due to an increase in net loss during the three months ended March 31, 2026 of $935,688, when compared to the net loss for the three months ended March 31, 2025, an increase in prepaid expenses of $657,107 and an increase in payment of accounts payable and accrued expenses of $173,923 for the three months ended March 31, 2026 as compared to the same period in the prior year.

The increase is further a result of operating activities, adjusted for non-cash transactions including deprecation expense of $518 and a change in fair value of warrant liabilities of $4,178 for the three months ended March 31, 2026 as compared to no such activity during the three months ended March 31, 2025

Net cash used in investing activities for the three months ended March 31, 2026 decreased by $575,000 as compared to the three months ended March 31, 2025.

The decrease in cash used in investing activities is primarily to less issuances of loans to Iris prior to the Business Combination.

Net cash provided by financing activities for the nine months ended September 30, 2025 increased by $7,809,762 as compared to the nine months ended September 30, 2024.

The increase in cash provided by financing activities is primarily due to gross proceeds received of $10,556,500 from the PIPE Financing, offset by $2,563,738 in payments for the transaction costs in connection with the Business Combination.

Further, the Company had additional related party debt when comparing the nine months ended September 30, 2025 to the nine months ended September 30, 2024 of $4,340,000, which is offset by payments of related party debt of $1,300,000 during the nine months ended September 30, 2025.

No such payments occurred during the nine months ended September 30, 2024.

Net cash provided by financing activities for the three months ended March 31, 2026 increased by $2,872,308 as compared to the three months ended March 31, 2025.

The increase in cash provided by financing activities is primarily due to proceeds received of $3,585,308 from the Offering, net of offering costs.

Further, the Company received no proceeds from related party debt during the three months ended March 31, 2026 as compared to proceeds of $713,000 during the three months ended March 31, 2025.

Critical Accounting Policies and Estimates

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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 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.

2 unchanged sentences

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.

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.

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.

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):

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

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

3 unchanged sentences

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.

Quantitative and Qualitative Disclosures About Market Risk

1 unchanged sentence

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 2. Management’s Discussion and Analysis