FULLERTON, Calif., June 30, 2026 (GLOBE NEWSWIRE) -- Liminatus Pharma, Inc. (Nasdaq: LIMN) ("Liminatus" or the "Company"), a biotechnology company developing innovative cancer therapies, today announced that it has amended and restated the previously announced definitive merger agreement with InnocsAI LLC ("InnocsAI"), an oncology biotechnology company focused on next-generation cell therapy technologies.
The transaction has been re-structured to allow closing prior to obtaining stockholder approval, with closing now expected to occur on July 2, 2026, subject to the satisfaction or waiver of customary closing conditions.
Under the amended terms of the merger agreement, the equity holders of InnocsAI will receive merger consideration consisting of a combination of Liminatus common stock and newly designated non-voting convertible preferred stock, at an issue price of $0.20 per common share, representing an aggregate implied transaction value of approximately $320 million, together with contingent value rights representing the right to receive 20% of future net proceeds from certain strategic transactions involving the acquired assets.
Upon closing of the merger:
- The InnocsAI equity holders will receive shares of Liminatus common stock representing up to the maximum amount issuable without prior stockholder approval under applicable Nasdaq listing rules (or an estimated 19.99% of the Company's outstanding common stock immediately prior to the closing); and
- The balance of the merger consideration will consist of shares of newly designated non-voting convertible preferred stock.
The non-voting convertible preferred stock will not be convertible into common stock unless and until the Company has obtained stockholder approval for the issuance of the underlying common shares to the extent required under applicable Nasdaq listing rules.
The merger consideration is expected to be issued following the closing in accordance with the amended terms of the merger agreement and related transaction documents.
"This merger represents a transformational step in Liminatus' strategy to build a diversified oncology biotechnology company," said Chris Kim, Chief Executive Officer of Liminatus Pharma. "InnocsAI's innovative cell therapy platform complements our existing immuno-oncology programs and significantly broadens our development pipeline while providing multiple opportunities to create long-term shareholder value."
Strategic Benefits
The combined company is expected to benefit from:
- An expanded oncology pipeline spanning cell therapy and immunotherapy.
- Multiple preclinical product candidates.
- Proprietary intellectual property supporting future oncology development.
- Increased opportunities for strategic partnerships and licensing.
- A diversified platform targeting both hematologic malignancies and solid tumors.
Following closing, Liminatus intends to pursue integration activities, file a registration statement on Form S-1 relating to the merger consideration, seek the required stockholder approvals, and continue advancing the combined oncology pipeline.
Additional information regarding the amended and restated merger agreement will be included in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).
About Liminatus Pharma, Inc.
Liminatus Pharma is a biotechnology company focused on developing innovative therapies for the treatment of cancer through immunotherapy and next-generation cellular therapies.
Forward-Looking Statements
Certain statements made in this press release are forward-looking statements within the meaning of applicable securities laws. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s and InnocsAI’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the ability to satisfy the closing conditions and the overall timing and completion of such closing; the risk that the required approval of the stockholders of the Company is not obtained; the Company’s need for additional capital to fund its planned programs and operations and to continue to operate as a going concern; performance of the Company’s and InnocsAI’s business; failure to realize the anticipated benefits of the proposed transactions; risks relating to the combined company’s sources of cash and cash resources; risks relating to the combined company’s ability to manage future growth; the effects of competition on the combined company’s future business; the Company’s ability to maintain compliance with the Nasdaq continued listing requirements in order to prevent its common stock from being delisted; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries involving the Company; the impact of pandemics, global conflicts, the global economic status or tariffs on the Company’s business; and those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 31, 2026, and other documents of the Company filed, or to be filed, with the SEC. The Company and InnocsAI do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
The proposed transactions will be submitted to stockholders of the Company for their consideration and approval. The Company intends to file a preliminary proxy statement with the SEC in connection with the Company’s solicitation for proxies for the vote by the Company’s stockholders in connection with the proposed transactions and other matters as described in the proxy statement. After the proxy statement is filed and has cleared SEC comments, the Company will mail a definitive proxy statement and other relevant documents to its stockholders as of the record date established for voting on the proposed transactions. The Company’s stockholders and other interested persons are advised to read, once available, the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with the Company’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed transactions, because these documents will contain important information about the Company, InnocsAI and the proposed transactions. Stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transactions and other documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov or by directing a request to the Company.
Participants in the Solicitation
The Company, InnocsAI and their respective directors, executive officers, and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from the Company’s stockholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s stockholders in connection with the proposed transactions will be set forth in the proxy statement to be filed with the SEC in connection with the transactions. You can find more information about the Company’s directors and executive officers and their ownership of shares of common stock of the Company in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 31, 2026. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any proposed transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
For more information, please contact:
Chris Kim, Chief Executive Officer
[email protected]