Liminatus Pharma, Inc. 8-K

What Happened
Liminatus Pharma, Inc. (LIMN) filed an 8‑K on June 3, 2026, announcing an inducement letter agreement with a holder of its existing common stock warrants. The holder agreed to immediately exercise Existing Warrants covering 10,344,000 shares at a reduced exercise price of $0.18 per share in exchange for newly issued replacement warrants (the “Inducement Warrants”) to purchase up to 20,688,000 additional shares at $0.18 per share. The immediate exercise of the Existing Warrants will generate aggregate gross proceeds of approximately $1,861,920 (before advisory fees). The Inducement Warrants were issued in a private placement and will be exercisable beginning on the date stockholder and Nasdaq approvals (if needed) are obtained (the “Exercise Date”) and for five years thereafter.

Key Details

• Existing Warrants exercised: 10,344,000 shares at $0.18 per share → gross proceeds ≈ $1,861,920.
• Inducement Warrants issued: up to 20,688,000 warrants (10,344,000 “Black‑Scholes” + 10,344,000 “Change‑of‑Control”), exercise price $0.18; exercisable for five years from the Exercise Date.
• Securities treatment: Inducement Warrants issued in a private placement under Section 4(a)(2) and Rule 506(b); New Warrant Shares are unregistered and resale is restricted until a registration statement is effective. Company will file a resale registration (Form S‑3 or other appropriate form) within 20 calendar days of closing.
• Fees: Company engaged Maxim Group LLC as financial advisor and will pay up to 8% of gross proceeds from the Existing Warrants as fees.

Why It Matters
This transaction provides Liminatus with near‑term cash (≈ $1.86M before fees) for working capital and general corporate purposes while creating potential future dilution if the replacement warrants are exercised. If the Existing Warrants and all Inducement Warrants are ultimately exercised, up to approximately 31,032,000 new shares could be issued (10,344,000 from the immediate exercise plus 20,688,000 from the Inducement Warrants). The new warrants and underlying shares are currently unregistered and subject to resale restrictions until the company’s registration filing becomes effective. Investors should note the cash inflow and the potential share count increase, as both affect liquidity and dilution.