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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

June 24, 2025

Date of Report (Date of earliest event reported)

 

LIMINATUS PHARMA, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-42626   93-2710748
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

 

6 Centerpointe Drive #625, La Palma, CA   90623
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (213) 273-5453

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   LIMN   The Nasdaq Stock Market LLC
Warrants   LIMNW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On June 24, 2025, Liminatus Pharma, Inc. (the “Company”) issued a press release providing an update on its research development programs. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

 

The information in Item 7.01 (including Exhibit 99.1) are “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

 

The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based, except as required by law.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated June 24, 2025
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 24, 2025    
     
  LIMINATUS PHARMA, INC.
     
  By: /s/ Chris Kim 
  Name:  Chris Kim
  Title: Chief Executive Officer