Liminatus Pharma, Inc. 8-K

What Happened
Liminatus Pharma, Inc. (LIMN) announced that it amended its merger agreement with InnocsAI LLC on June 29, 2026 and completed the merger on July 2, 2026. At closing the company issued 11,188,729 shares of common stock and 158,881.1271 shares of newly designated Series A Non‑Voting Convertible Preferred Stock to the former members of InnocsAI. Each share of Series A Preferred is convertible into 10,000 shares of common stock (subject to adjustment), but conversion is not permitted until the company obtains any required stockholder approval under applicable Nasdaq listing rules. The company filed a Certificate of Designation for the Series A Preferred on July 2, 2026 and entered into a Registration Rights Agreement and non‑competition/non‑solicitation agreements related to the transaction.

Key Details

• Merger closing date: July 2, 2026; Amended and Restated Merger Agreement dated June 29, 2026 (parties: Liminatus, InnocsAI LLC, NamChul Jung as members’ representative).
• Shares issued at closing: 11,188,729 common shares + 158,881.1271 Series A Preferred shares.
• Conversion terms: 1 Series A Preferred = 10,000 common shares; aggregate convertible common equivalent from Series A = 1,588,811,271 shares; combined consideration equals 1,600,000,000 common‑share equivalents.
• Governance and approvals: Series A is non‑voting (except as required by law), non‑redeemable, and not convertible until the company secures required stockholder approval under Nasdaq rules; company intends to hold a stockholder meeting to approve issuance upon conversion.
• Other agreements: Company granted piggy‑back and Form S‑3 registration rights to InnocsAI holders and InnocsAI entered into two‑year non‑compete/non‑solicit agreements with certain key employees.

Why It Matters
The transaction completed immediately transfers ownership interests in InnocsAI to Liminatus and establishes a large pool of convertible preferred that represents substantial potential dilution once (and if) converted to common stock. At closing only ~11.19 million common shares were issued (reported as the amount issuable without prior Nasdaq stockholder approval), with the remaining consideration held in Series A Preferred that can convert into a large number of common shares (10,000:1) subject to stockholder approval. Investors should note the registration rights (which facilitate eventual resale) and the company’s plan to seek shareholder approval — both steps that affect timing and liquidity of these shares. The non‑compete agreements may reduce near‑term competitive risk from key InnocsAI personnel.