Liminatus Pharma, Inc. 8-K

What Happened

• On February 6, 2026, Liminatus Pharma, Inc. announced a settlement and release agreement with Clear Street LLC under Item 1.01. The company agreed to issue 4,000,000 shares of common stock (par $0.0001) in exchange for the surrender and cancellation of 805,377 warrants. No commission or other remuneration was paid in connection with the exchange.
• The settlement resolves and leads to dismissal of two pending federal court actions: one in the U.S. District Court for the Southern District of New York (where a default judgment for $7,500,000 plus about $515,000 in interest had been entered on September 11, 2025 and registered in the Central District of California on October 22, 2025) and one in the U.S. District Court for the Central District of California. The filing also reports the unregistered issuance of the shares (Item 3.02).

Key Details

• Settlement date: February 6, 2026.
• Shares issued: 4,000,000 shares of common stock (par $0.0001).
• Warrants cancelled: 805,377 warrants surrendered by Clear Street LLC.
• Litigation exposure addressed: prior default judgment ~$7,500,000 plus ~ $515,000 interest (entered Sept 11, 2025; registered Oct 22, 2025).

Why It Matters

• The company resolved a material litigation exposure without paying cash by issuing equity, which removes the risk of enforcement of the earlier default judgment but increases outstanding share count.
• Issuing 4,000,000 shares could be dilutive to current shareholders; investors should watch for updates to the company’s reported shares outstanding and any related equity registration or transfer restrictions.
• The transaction preserves cash but changes the company’s capital structure and eliminates the specific legal liabilities described in the filing. Investors may want to review future filings for cap table updates and any additional settlement terms.