{"url_path":"/sec/limnw/8-k/2026-06-03/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1971387/0001104659-26-070173-index.html","accession_number":"0001104659-26-070173","cik":"0001971387","ticker":"LIMN","issuer_name":"Liminatus Pharma, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1971387/0001104659-26-070173-index.html","primary_entity_key":"0001971387","primary_entity_name":"Liminatus Pharma, Inc."},"word_count":618,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive\nAgreement.\n\n \n\nOn June 3, 2026, Liminatus Pharma, Inc. (the “Company”)\nentered into a warrant exercise inducement offer letter (the “Inducement Letter Agreement”) with a holder (the “Holder”)\nof its existing common stock warrants exercisable for an aggregate of 10,344,000 shares of its common stock (collectively, the “Existing\nWarrants”), to exercise its Existing Warrants at a reduced exercise price of $0.18 per share, in exchange for the Company’s\nagreement to issue new common stock warrants to purchase an aggregate of up to 20,688,000 shares of common stock, consisting of (i) warrants\nto purchase up to 10,344,000 shares of common stock at an exercise price per share of $0.18 (the “New Black-Scholes Warrants”)\nand (ii) warrants to purchase up to 10,344,000 shares of common stock at an exercise price per share of $0.18 (the “New Change of\nControl Warrants” and, together with the New Black-Scholes Warrants, the “Inducement Warrants”). The aggregate gross\nproceeds from the exercise of the Existing Warrants is approximately $1,861,920.00, before deducting financial advisory fees. The Company\nintends to use the net proceeds from the exercise of the Existing Warrants for working capital and general corporate purposes.\n\n \n\nThe shares of common stock issuable upon exercise of the Existing Warrants\nare registered pursuant to a registration statement on Form S-1 (File No. 333-293364), which was declared effective by the Securities\nand Exchange Commission (the “SEC”) on February 13, 2026, and were issued pursuant to the Securities Purchase Agreement, dated\nFebruary 17, 2026.\n\n \n\nIn consideration for the immediate exercise of the Existing Warrants\nfor cash, the Holder received the Inducement Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933,\nas amended (the “Securities Act”). The Inducement Warrants have an exercise price of $0.18 per share, are exercisable beginning\non the date upon which stockholder approval of the exercise of the Inducement Warrants in accordance with the rules of The Nasdaq Stock\nMarket, and if necessary, the approval of the authorization for sufficient additional shares of common stock to allow for the exercise\nof the Inducement Warrants have been obtained at a meeting of Company stockholders and such approvals become effective (collectively the\n“Exercise Date”), and will be exercisable for five years from the Exercise Date.\n\n \n\nThe Inducement Warrants and the shares of common\nstock underlying the Inducement Warrants (the “New Warrant Shares”) offered in the private placement have not been registered\nunder the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States\nexcept pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities\nAct and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement\non Form S-3 with the SEC (or other appropriate form if the Company is not then S-3 eligible) within 20 calendar days of the closing to\nregister the resale of the New Warrant Shares.\n\n \n\nIn connection with the transaction described above,\nthe Company entered into a financial advisory services agreement, dated June 3, 2026, with Maxim Group LLC (“Maxim”), pursuant\nto which the Company has agreed to pay Maxim for its services a cash fee of up to 8% of the gross proceeds received by the Company in\nconnection with the exercise of the Existing Warrants.\n\n \n\nThe foregoing descriptions of the Inducement Letter Agreement and the\nInducement Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Inducement Letter\nAgreement and the forms of Inducement Warrants, which are filed as exhibits 4.1, 4.2 and 10.1, respectively, hereto and incorporated herein\nby reference."}