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

~~January~~February 156, 2026

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
12611 Hiddencreek Way, Unit C, Cerritos, CA		90703
(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 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On ~~January 15~~February 6, 2026, Liminatus Pharma, Inc. (the “Company”) ~~received~~entered into a ~~notice~~settlement ~~from~~and ~~the~~release ~~Nasdaq~~agreement ~~Listing~~(the ~~Qualifications~~“Settlement ~~Department~~Agreement”) ofwith ~~The~~Clear ~~Nasdaq~~Street ~~Stock Market~~ LLC (the “~~Nasdaq~~Holder”) ~~indicating that~~, ~~based~~pursuant ~~upon~~to which the ~~closing~~Company ~~bid~~agreed ~~price~~to ~~for~~issue 4,000,000 shares (the ~~last~~“Shares”) 30of ~~consecutive~~its ~~business~~common ~~days~~stock, par ~~the~~value ~~Company~~$0.0001 ~~was~~per noshare ~~longer~~(“Common inStock”), ~~compliance~~to ~~with Nasdaq~~the ~~Listing~~Holder ~~Rule 5450(a)(1) (~~in exchange for the ~~“Bid~~surrender ~~Price~~and ~~Rule”)~~cancellation ~~which~~of ~~requires~~805,377 ~~listed~~warrants (the ~~securities~~“Warrants”) to ~~maintain~~purchase ashares ~~minimum~~of ~~bid price~~Common ofStock $1held ~~per~~by ~~share~~the Holder.

~~The~~No ~~notification~~commission ~~has~~or noother ~~immediate~~remuneration ~~effect~~was onpaid ~~the~~or ~~listing~~given, ofdirectly ~~the~~or ~~Company’s common stock~~indirectly, ~~and~~in ~~its~~connection ~~common~~with ~~stock~~the ~~will~~exchange ~~continue~~of tothe ~~trade~~Warrants onfor ~~Nasdaq under~~ the ~~symbol “LIMN” at this time~~Shares.

~~Under~~Pursuant to the ~~Nasdaq~~Settlement ~~rules~~Agreement, the Company ~~has been provided~~ aand ~~compliance~~the ~~period~~Holder ofagreed ~~180~~to ~~calendar~~dismiss ~~days,~~(a) oran ~~until~~action ~~July 14,~~pending ~~2026,~~ in ~~which~~the toUnited ~~regain~~States ~~compliance~~District ~~with~~Court for the ~~Bid~~Central ~~Price~~District ~~Rule.~~of IfCalifornia ~~at any~~and ~~time~~(b) ~~during~~an ~~this~~action ~~180~~pending ~~day~~in ~~period~~ the ~~closing~~United ~~bid~~States ~~price~~District ofCourt ~~the Company’s security is at least $1~~ for ~~a minimum of ten consecutive business days, Nasdaq will provide~~ the ~~Company~~Southern ~~written~~District ~~confirmation~~ of ~~compliance~~New ~~and~~York, ~~this~~in ~~matter~~which, ~~will~~on beSeptember ~~closed.~~11, If2025, the ~~Company chooses~~ toCourt ~~implement~~entered a ~~reverse~~default ~~stock~~judgment ~~split,~~against ~~it must complete~~ the ~~split~~Company noin ~~later than ten business days prior to~~ the ~~expiration~~amount ~~date~~ of ~~the~~$7,500,000 ~~compliance period~~plus approximately $515,000 in ~~order~~interest, towhich ~~regain~~judgment was ~~compliance.~~registered Inin the ~~event~~Central ~~the~~District ~~Company~~of ~~does~~California ~~not~~on ~~regain~~October ~~compliance during the the initial compliance period~~22, ~~the Company may be eligible for additional time to regain compliance with the Bid Price Rule~~2025.

~~The~~Item ~~Company is working diligently to regain compliance with Nasdaq’s listing rules~~3.02 ~~However,~~Unregistered ~~there~~Sales ~~can~~of beEquity ~~no assurance that the Company will be able to regain compliance within the prescribed time period~~Securities.

~~This~~The ~~announcement~~information isset ~~made~~forth inunder ~~compliance~~Item ~~with~~1.01 ~~Nasdaq~~of this ~~Listing~~Current ~~Rule 5810(b),~~Report ~~which~~on ~~requires~~Form ~~prompt~~8-K ~~disclosure~~is ofincorporated ~~receipt~~herein ofby ~~a deficiency notification~~reference.

~~Forward-Looking~~The ~~Statements~~issuance of the Shares for the Warrants has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

Certain information contained in this report consists of forward-looking statements for purposes of the federal securities law that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will regain compliance with the Nasdaq listing rules during any compliance period or in the future, or otherwise meet Nasdaq continued listing standards. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s filings with the SEC. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
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: January 26, 2026
Dated: February 9, 2026
	LIMINATUS PHARMA, INC.
	By:	/s/ Chris Kim
	Name:	Chris Kim
	Title:	Chief Executive Officer

Filing Compare · Liminatus Pharma, Inc.