{"url_path":"/sec/limnw/8-k/2026-05-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1971387/0001104659-26-064585-index.html","accession_number":"0001104659-26-064585","cik":"0001971387","ticker":"LIMN","issuer_name":"Liminatus Pharma, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1971387/0001104659-26-064585-index.html","primary_entity_key":"0001971387","primary_entity_name":"Liminatus Pharma, Inc."},"word_count":1836,"has_tables":true,"body_markdown":"**Item 1.01 Entry into Material Definitive Agreement.**\n\n \n\nOn May 17, 2026, Liminatus Pharma, Inc. (the\n“Company”) entered into a Merger Agreement (as it may be amended, supplemented or otherwise modified from time to time, the\n“Merger Agreement”) with InnocsAI LLC, Delaware limited liability company (“InnocsAI”), and NamChul Jung, an individual,\nas the representative of the members of InnocsAI. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined\nherein have the meanings given to them in the Merger Agreement.\n\n \n\n**Acquisition and Merger Consideration**\n\n \n\nUpon the closing of the transactions contemplated\nin the Merger Agreement, and subject to the terms and conditions set forth therein, and in accordance with the applicable provisions of\nthe Delaware Corporation Law and the Delaware Limited Liability Company Act, InnocsAI will merge with an into a new wholly-owned Delaware\nsubsidiary of the Company (“Merger Sub”), the separate corporate existence of the Company will cease and Merger Sub will continue\nas the surviving corporation (the “Merger”).\n\n \n\nPursuant to the terms of the Merger Agreement,\nthe aggregate consideration to be paid to existing members of InnocsAI is 1,600,000,000 shares of the Company’s common stock, at\nan issue price of $0.20 per share (the “Closing Payment Shares”), and contingent value rights to be agreed upon by the parties\nrepresenting in the aggregate the right to receive 20% of net proceeds from any future strategic sale, out-license, transfer, or exit\nof the assets acquired from InnocsAI. Upon the effectiveness of the Merger, all issued and outstanding membership interests of InnocsAI\nwill be canceled and automatically converted into the Closing Payment. Valetudo Therapeutics LLC is a member of InnocsAI, and Chris Kim, the CEO and a director of the Company, is the\nCEO and controlling member of Valetudo Therapeutics LLC.\n\n \n\n**Overview of Acquired Pipeline Assets**\n\n \n\nThe assets to be acquired in the Merger include\na portfolio of oncology-focused biologic and cellular therapy programs. The portfolio is centered on CAR-T and antibody-related technologies\ndesigned to address certain limitations observed in current approaches to hematologic malignancies and solid tumors, including antigen\nescape, tumor heterogeneity, limited T-cell persistence, tumor microenvironment-mediated suppression, and lineage-restricted target coverage.\nThe Company believes that these assets may provide development opportunities across hematologic oncology, solid tumor indications, and\nfuture multi-target platform applications.\n\n** **\n\n**IBC101.** IBC101 is an autologous\nCD19xCD22 bivalent CAR-T cell therapy candidate designed for relapsed or refractory B-cell malignancies. The product is intended to function\nas an OR-gate CAR-T therapy, enabling recognition of malignant B cells expressing either CD19 or CD22. According to company materials,\nIBC101 has received authorization from the Ministry of Food and Drug Safety of the Republic of Korea for a Phase 1/2a clinical study in\nrelapsed or refractory diffuse large B-cell lymphoma, with Seoul St. Mary’s Hospital identified as the lead clinical site.\n\n \n\nIBC101 is designed to address antigen\nescape and tumor heterogeneity, which are recognized mechanisms of relapse following single-antigen CD19-directed CAR-T therapy. By combining\nCD19 and CD22 targeting, IBC101 is intended to broaden antigen coverage in B-cell malignancies. Company materials also describe an ex\nvivo expansion process using IL-7 and IL-15, with the goal of supporting T-cell fitness and persistence. If successfully developed, IBC101\ncould represent a next-generation hematologic CAR-T candidate with potential applicability in relapsed or refractory DLBCL and other B-cell\nmalignancies.\n\n \n\n**INC101**. INC101 is a preclinical\nautologous bicistronic CAR-T cell therapy candidate for solid tumors based on a dual-antigen MSLNxCD276 design. The construct is designed\nas an AND-gate system in which mesothelin provides the primary tumor-associated activation signal and CD276, also known as B7-H3, provides\na secondary costimulatory signal. This design is intended to improve tumor selectivity by requiring convergence of two tumor-associated\nsignals.\n\n \n\n \n\n \n\n \n\nThe INC101 program is designed to\naddress challenges that have limited CAR-T development in solid tumors, including on-target/off-tumor risk, antigen heterogeneity, tonic\nsignaling, T-cell exhaustion, and tumor microenvironment-mediated suppression. Company materials describe a bicistronic architecture that\nseparates activation and costimulation into two modules and incorporates engineering features intended to reduce signal leakage. A related\nfollow-on construct, INC102, incorporates a dominant-negative TGF-β receptor armoring strategy intended to support T-cell function\nin TGF-β-rich tumor microenvironments. The proposed development focus includes biomarker-selected solid tumors with mesothelin and\nCD276 expression, including malignant pleural mesothelioma, ovarian cancer, pancreatic cancer, and other selected solid tumors.\n\n \n\n**CS1 Antibody Platform.** The\nCS1 antibody platform consists of proprietary anti-CS1 monoclonal antibodies intended to serve as an enabling module for the Company’s\nhematologic CAR-T platform. Rather than being positioned primarily as a standalone CS1-directed CAR-T program, the CS1 binders are intended\nto be combined with the CD19xCD22 bivalent CAR-T backbone to support development of a potential CD19xCD22xCS1 trivalent CAR-T candidate.\n\n \n\nThis strategy is intended to extend\nthe platform from B-cell malignancies into plasma-cell malignancies, including multiple myeloma. CD19 and CD22 are intended to provide\ncoverage of B-cell leukemias and lymphomas, while CS1 is intended to add plasma-cell targeting capability. By integrating these targets\ninto one trivalent CAR-T framework, the Company may be able to bridge B-cell malignancy and plasma-cell malignancy targeting strategies\nand support broader hematologic oncology platform-development opportunities.\n\n \n\n**Representations and Warranties**\n\n \n\nThe Merger Agreement contains customary representations\nand warranties of the parties, except as provided in the Merger Agreement. Certain representations and warranties are qualified by materiality\nor Material Adverse Effect. “Material Adverse Effect” as used in the Merger Agreement means a material adverse change or a\nmaterial adverse effect upon on the assets, liabilities, condition (financial or otherwise), prospects, net worth, management, earnings,\ncash flows, business, operations or properties of the Company Group and the Business, taken as a whole, whether or not arising from transactions\nin the ordinary course of business, subject to certain customary exceptions. Certain representations are subject to specified exceptions\nand qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger\nAgreement.\n\n \n\n**Conduct Prior to Closing; Covenants**\n\n \n\nEach of InnocsAI and the Company has agreed to,\nand cause its subsidiaries to, operate its respective business in the ordinary course, consistent with past practices, and to refrain\nfrom taking certain specified actions without the prior written consent of certain other parties, in each case, subject to certain exceptions\nand qualifications.\n\n \n\nThe Merger Agreement also contains, among other\nthings, covenants providing for:\n\n \n\n·each party not soliciting, initiating, encouraging or continuing discussions with any third party with\nrespect to any merger, consolidation, business combination, or similar transaction, or any sale or transfer of a substantial portion of\nassets or equity interests, other than the transactions contemplated or permitted by the Merger Agreement;\n\n·each party not amending, modifying or supplementing its certificate of incorporation and bylaws or other\norganizational or governing documents;\n\n·each party not paying, declaring or promising to pay any dividends or other distributions with respect\nto its capital stock or other equity securities;\n\n·each party not obtaining or incurring any loan or other Indebtedness;\n\n·each party not merging or consolidating with or acquiring any other person or be acquired by any other\nperson;\n\n·each party not issuing, redeeming or repurchasing any capital stock, membership interests or other securities;\n\n·each party providing access to their books and records and providing information relating to their respective\nbusinesses to the other party, its legal counsel and representatives;\n\n·InnocsAI delivering annual and interim financial statements; and\n\n·key personnel of InnocsAI entering into non-competition, non-solicitation\nand confidentiality agreements.\n\n \n\n \n\n \n\n \n\nThe Company will prepare and file with the SEC\na registration statement relating to the transactions contemplated by the Merger Agreement, registering the Closing Payment Shares to\nbe issued under the Merger Agreement, which will also contain a proxy statement of the Company for the purpose of soliciting proxies from\nthe Company’s stockholders for approval of certain matters related to the transactions contemplated by the Merger Agreement. InnocsAI\nwill provide the Company with all reasonable information concerning the business of the Company Group and the management, operations and\nfinancial condition of the Company Group as is required by the SEC for inclusion in the registration statement, including, all financial\nstatements required by relevant securities laws and regulations.\n\n \n\n**General Conditions to Closing**\n\n \n\nConsummation of the Merger is subject to customary\nclosing conditions for similar transactions, including, among other things, (i) the Company and InnocsAI receiving approval from their\nrespective stockholders and members to the transactions and (ii) the absence of injunctions or other legal restraints preventing or prohibiting\nthe consummation of the Merger.\n\n \n\n**The Company’s Conditions to Closing**\n\n \n\nThe obligations of the Company to consummate the\ntransactions contemplated by the Merger Agreement, in addition to the conditions described above, will be conditioned upon each of the\nfollowing, among other things:\n\n \n\n·InnocsAI complying with all of its obligations under the Merger Agreement;\n\n·the representations and warranties of InnocsAI being true on and as of the closing date of the transactions,\nother than as would not in the aggregate reasonably be expected to have a Material Adverse Effect;\n\n·there having been no occurrence of a Material Adverse Effect with respect to InnocsAI;\n\n·the key personnel of InnocsAI having entered into the non-compete agreements, and the Company having entered\ninto labor agreements with its employees to the extent required by law; and\n\n·the Company’s stockholders having approved the transactions contemplated by the Merger Agreement.\n\n \n\n**InnocsAI’s Conditions to Closing**\n\n \n\nThe obligations of InnocsAI to consummate the\ntransactions contemplated by the Merger Agreement, in addition to the conditions described above, will be conditioned upon each of the\nfollowing, among other things:\n\n \n\n·the Company complying with all of their obligations under the Merger Agreement in all material respects;\nand\n\n·the representations and warranties of the Company being true on and as of the closing date of the transactions,\nother than as would not in the aggregate reasonably be expected to have a material adverse effect with respect to the Company.\n\n \n\n**Termination**\n\n \n\nThe Merger Agreement may be terminated and/or\nabandoned at any time prior to the Closing as follows:\n\n \n\n·by mutual written consent of the Company and InnocsAI;\n\n·by either InnocsAI or the Company, in the event the Closing has not occurred by December 31, 2026, provided\nthe party seeking to terminate the agreement is not in material breach of the Merger Agreement;\n\n·by either InnocsAI or the Company, in the event that any applicable\nauthority has issued a final and non-appealable injunction or order making the Merger illegal or prohibiting their consummation;\n\n \n\n \n\n \n\n \n\n·by the Company, if InnocsAI has materially breached any representation, warranty, covenant or agreement\nset forth in the Merger Agreement and such breach has not been cured within 30 days following the date that InnocsAI is notified in writing\nof such breach; or\n\n·by InnocsAI, if the Company has materially breached any representation, warranty, covenant or agreement\nset forth in the Merger Agreement and such breach has not been cured within 30 days following the date that the Company is notified in\nwriting of such breach.\n\n \n\n*The Merger Agreement is filed with this Current\nReport on Form 8-K as Exhibit 2.1, and is incorporated by reference, and the foregoing summary of the terms of the Merger Agreement is\nsubject to, and qualified in its entirety by, such document.*"}