Liminatus Pharma, Inc. 8-K

What Happened Liminatus Pharma, Inc. (LIMN) announced on Feb. 17, 2026 the pricing of a “best efforts” public offering and closed the offering on Feb. 18, 2026. The deal included 8,270,000 common shares, 5,543,000 pre‑funded warrants and 13,813,000 common stock purchase warrants, with a combined public offering price of $0.29 per share (or $0.2899 per pre‑funded warrant/Warrant). The company reported net proceeds of approximately $3.46 million and said proceeds will be used for clinical trials, R&D, sales and marketing, and working capital.

Key Details

• Offering components: 8,270,000 common shares; 5,543,000 pre‑funded warrants (exercise $0.0001, non‑expiring); 13,813,000 warrants (each exercisable for 1.5 shares, $0.29 exercise, 5‑year term).
• Pricing and timing: priced Feb. 17, 2026; offering closed Feb. 18, 2026; Registration Statement on Form S‑1 was declared effective Feb. 13, 2026.
• Placement agent terms: Maxim Group LLC served as placement agent, paid an 8.0% cash fee plus up to $100,000 in expense reimbursement, and received placement agent warrants to buy 690,650 shares at $0.319 (110% of the public price), exercisable immediately for 5 years.
• Agreements and restrictions: purchase agreement includes customary reps/warranties and a 180‑day lock‑up on issuing additional common stock/convertible securities (with limited exceptions); directors and officers agreed to a similar 180‑day restriction.

Why It Matters This financing provides Liminatus with immediate capital (~$3.46M net) to advance its clinical and development programs and support operations. The issuance of a large number of warrants and pre‑funded warrants will increase potential future dilution if warrants are exercised. The 180‑day lock‑ups limit near‑term additional equity raises, which may stabilize the share count in the short term but investors should watch for future dilution if warrants are exercised.