Liminatus Pharma Inc 2025年季度报告

☒Non-accelerated filer☒Smaller reporting company☒Emerging growth companyIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended Condensed Consolidated Statements of Operations for the three months ended March 31,2025 and 2024 (Unaudited)Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the threemonths ended March 31, 2025 and 2024 (Unaudited)Condensed Consolidated Statements of Cash Flows for the three months ended March 31,2025 and 2024 (Unaudited)Notes to Condensed Consolidated Financial Statements (Unaudited)Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II – Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. ExhibitsSignatures Holding Corp.), a Delaware corporation (the “Company”), consummated its previously announced businesscombination, pursuant to which the Company acquired Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”). In connection with the closing of the business combination, pursuant to the BusinessCombination Agreement, dated as of November30, 2022 (as it may be amended, supplemented or otherwisemodified from time to time, the “Business Combination Agreement”) by and among the Company, Liminatus, IrisAcquisition Corp (formerly known as Tribe Capital Growth Corp I), a Delaware corporation (“Iris”), LiminatusPharma Merger Sub,Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“LiminatusMerger Sub”), and SPAC Merger Sub,Inc., a Delaware corporation and wholly-owned subsidiary of theCompany (“SPAC Merger Sub”), (a)Liminatus Merger Sub merged with and into Liminatus (the “LiminatusMerger”), with Liminatus surviving the Liminatus Merger as a direct wholly-owned subsidiary of the Company,and (b)simultaneously with the Liminatus Merger, SPAC Merger Sub merged with and into Iris (the “SPACMerger” and, together with the Liminatus Merger, the “Mergers”), with Iris surviving the SPAC Merger as adirect wholly-owned subsidiary of the Company (the transactions contemplated by the foregoing clauses (a)and(b)the “Business Combination”), and in connection therewith the Company changed its name from “Iris Parent ForthethreemonthsendedMarch For the Three Months Ended March 31, 2025 and 2024 ForthethreemonthsendedMarch Note1. Description of Organization and Business Operations incorporated in the State of Delaware on November23, 2022. The purpose of the Company is to facilitate theBusiness Combination, as further described below. The Company selected December31 as its fiscalyear end. Wholly-owned Subsidiaries Sub,Inc., a Delaware corporation (“Liminatus Merger Sub”), and SPAC Merger Sub,Inc., a Delawarecorporation and wholly-owned subsidiary of the Company (“SPAC Merger Sub”). The purpose of thesetwo wholly-owned subsidiaries is to facilitate the Business Combination. Business CombinationOn November30, 2022, Iris Acquisition Corp, a Delaware corporation (“Iris”), the Company, LiminatusPharma, LLC, a Delaware limited liability company (“Liminatus”), Liminatus Merger Sub and SPAC Merger Sub time to time, the “Business Combination Agreement”). On March4, 2025, Iris held a special meeting of stockholders. At the special meeting, Iris’s stockholdersvoted to approve the Business Combination and adopt the Business Combination Agreement, among other items.In connection with the special meeting, stockholders holding59,844Iris ClassA Shares properly exercised theirright to redeem their shares for cash at a redemption price of approximately $11.74 per share, subject to $702,359.On April30, 2025 (the “Closing Date”), the Company consummated the business combination contemplatedby the Business Combination Agreement, pursuant to which(a)Liminatus Merger Sub merged with and into and into Iris (the “SPAC Merger” and, together with the Liminatus Merger, the “Mergers”), with Iris surviving theSPAC Merger as a direct wholly-owned subsidiary of the Company (the transactions contemplated by theforegoing clauses (a)and (b)the “Business Combination”), and in connection therewith the Company changed itsname from “Iris Parent Holding Corp.” to “Liminatus Pharma,Inc.”Pursuant to the Business Combination Agreement, among other matters, at the effective time of the Business “Public Warrants”), and such underlying constituent securities of Iris were converted in accordance with theapplicable terms of the Business Combination Agreement, (ii)at the Effective Time, each issued and outstandingIris ClassA Share was converted automatically into and thereafter represent the right to receiveoneshare ofcommon stock, par value $0.0001per share (“Common Stock”), of the Company, following wh