{"url_path":"/sec/limnw/8-k/2026-05-20/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.**","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":1059,"has_tables":true,"body_markdown":"**Item 9.01 Financial Statements and Exhibits.**\n\n \n\n**Exhibit No.**\n \n**Description**\n\n[2.1*](tm2615228d1_ex2-1.htm)\n \n[Merger Agreement, dated May 17, 2026, by and among Liminatus Pharma, Inc., InnocsAI LLC and NamChul Jung, as the Members’ Representative](tm2615228d1_ex2-1.htm)\n\n104\n \nCover Page Interactive Data File (formatted as Inline XBRL)\n\n \n\n*\nSchedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.\n\n \n\n \n\n \n\n \n\n**Forward-Looking Statements**\n\n \n\nCertain statements made in this Current Report\nare forward-looking statements. When used in this Current Report, the words “estimates,” “projected,” “expects,”\n“anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,”\n“may,” “will,” “should,” “future,” “propose” and variations of these words\nor similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These\nforward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown\nrisks, uncertainties, assumptions and other important factors, many of which are outside the Company’s and InnocsAI’s control,\nthat could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors,\namong others, that may affect actual results or outcomes include: performance of the Company’s and InnocsAI’s business; the\nrisk that the approval of the stockholders of the Company for the proposed transactions is not obtained; failure to realize the anticipated\nbenefits of the proposed transactions, including as a result of a delay in consummating the proposed transactions; risks relating to the\ncombined company’s sources of cash and cash resources; risks relating to the combined company’s ability to manage future growth;\nthe effects of competition on the combined company’s future business; the Company’s ability to maintain compliance with the\ncontinued listing requirements of the Nasdaq listing rules in order to prevent its common stock from being delisted from Nasdaq; the outcome\nof any potential litigation, government and regulatory proceedings, any investigations and inquiries involving the parties to the transactions;\nthe impact of pandemics, global conflicts, the global economic status or tariffs on the Company’s or the combined company’s\nbusiness; and those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which\nwas filed with the SEC on March 31, 2026, and other documents of the Company filed, or to be filed, with the SEC. The Company and InnocsAI\ndo not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events\nor otherwise, except as required by law.\n\n \n\n**Additional Information and Where to Find It**\n\n \n\nThe proposed transactions will be submitted to\nstockholders of the Company for their consideration and approval. The Company intends to file a registration statement (the “Registration\nStatement”) with the U.S. Securities and Exchange Commission (the “SEC”) which will include a preliminary proxy statement\nin connection with the Companys solicitation for proxies for the vote by the Company’s stockholders in connection with the proposed\ntransactions and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of the securities\nto be issued in connection with the proposed transactions. After the Registration Statement is filed and declared effective, the Company\nwill mail a definitive proxy statement and other relevant documents to its stockholders as of the record date established for voting on\nthe proposed transactions. The Company’s stockholders and other interested persons are advised to read, once available, the preliminary\nproxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with\nthe Company’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed\ntransactions, because these documents will contain important information about the Company, InnocsAI and the proposed transactions. Stockholders\nmay also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC\nregarding the proposed transactions and other documents filed with the SEC by the Company, without charge, at the SEC’s website\nlocated at www.sec.gov or by directing a request to the Company.\n\n \n\n**Participants in the Solicitation**\n\n \n\nThe Company, InnocsAI and their respective directors, executive officers,\nand other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from\nthe Company’s stockholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules,\nbe deemed participants in the solicitation of the Company’s stockholders in connection with the proposed transactions will be set\nforth in the proxy statement/prospectus to be filed with the SEC in connection with the transactions. You can find more information about\nthe Company’s directors and executive officers and their ownership of shares of common stock of the Company in the Company’s\nfilings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was\nfiled with the SEC on March 31, 2026. Additional information regarding the participants in the proxy solicitation and a description of\ntheir direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential\ninvestors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any\nvoting or investment decisions. You may obtain free copies of these documents from the sources indicated above.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis report shall not constitute a solicitation of a proxy, consent,\nor authorization with respect to any securities or in respect of any proposed transaction. This report shall not constitute an offer to\nsell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in\nwhich such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such\njurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities\nAct of 1933, as amended, or an exemption therefrom.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nDated: May 20, 2026\n \n \n\n \n \n \n\n \nLIMINATUS PHARMA, INC.\n\n \n \n \n\n \nBy:\n/s/ Chris Kim \n\n \nName: \nChris Kim\n\n \nTitle:\nChief Executive Officer"}