This S-1 is a routine resale registration for an existing holder; no primary capital raise. Monitor the pending InnocsAI merger (1.6B shares at $0.20) and Nasdaq compliance status. The company's cash runway is limited given $1.9M cash and $1.1M quarterly burn.
Executive Summary
Liminatus Pharma filed an S-1 registration statement for the resale of up to 20,688,000 shares of common stock by Armistice Capital Master Fund Ltd., issued upon exercise of inducement warrants at $0.18 per share. The company is a pre-clinical stage biopharmaceutical firm with no revenue, a going concern warning, and an accumulated deficit of $40.0M as of March 31, 2026. The filing is a routine registration for a selling stockholder and does not represent a primary offering or new capital raise for the company.
Key Facts
- S-1 registers up to 20,688,000 shares for resale by Armistice Capital Master Fund Ltd.
- Shares are issuable upon exercise of inducement warrants at $0.18 per share.
- Company will not receive proceeds from share sales; may receive up to $3.72M if warrants exercised for cash.
- Pre-clinical stage, pre-revenue biopharma developing CD47 checkpoint inhibitor IBA101.
- Net loss of $1.1M for Q1 2026; accumulated deficit of $40.0M as of March 31, 2026.
- Going concern warning issued; cash of $1.9M as of March 31, 2026.
- Nasdaq non-compliance notices for MVLS, MVPHS, and bid price rules.
- Pending merger with InnocsAI LLC for 1.6 billion shares at $0.20 per share.
Financial Impact
Up to $3.72M potential gross proceeds if inducement warrants exercised for cash; no proceeds from resale of shares by selling stockholder.
Risk Factors
- Going concern risk with limited cash runway.
- Nasdaq delisting risk from non-compliance with MVLS, MVPHS, and bid price rules.
- Pre-revenue, pre-clinical stage with no approved products and high development risk.
- Massive dilution from pending InnocsAI merger (1.6B shares vs. 50.6M currently outstanding).
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1 Filing (Primary) | 0001104659-26-076958 |
| Document: limn-20260331xexfees.htm | 0001104659-26-076958 |
| Document: limn-20260331xex5d1.htm | 0001104659-26-076958 |
| Document: limn-20260331xex23d1.htm | 0001104659-26-076958 |
| Document: 0001104659-26-076958-index-headers.html | 0001104659-26-076958 |
| Document: 0001104659-26-076958-index.html | 0001104659-26-076958 |
| Document: 0001104659-26-076958.txt | 0001104659-26-076958 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 18, 2026 9w ago | 8-K | $0.1117 $0.0678 | ▲ +39.30% | ▲ +38.46% | $3.16 (−2729.01%) |
Jul 6, 2026 16w ago | 8-K | $0.1426 $0.1137 | ▲ +20.27% | ▲ +21.12% | $3.16 (−2115.99%) |
Jun 23, 2026 17w ago | S-1 | $0.1031 $0.1187 | ▲ +15.13% | ▲ +14.46% | $3.16 (+2964.99%) |
May 21, 2026 22w ago | Press Release | $0.1690 $0.1089 | ▲ +35.56% | ▲ +34.15% | $3.16 (−1769.82%) |
Mar 17, 2026 31w ago | Press Release | $0.2300 $0.1860 | ▼ −19.13% | ▼ −23.43% | $3.16 (+1273.91%) |
US Market Status
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