Liminatus Pharma Inc美股招股说明书(2025-08-13版)

20,454,961 Shares of Common Stock6,900,000 Shares of Common Stock Underlying Public Warrants Liminatus Pharma, Inc. (formerly known as Iris Parent Holding Corp.), a Delaware corporation (the “Company,” “ParentCo”or “we”) is registering for resale by certain selling securityholders named herein (the “Selling Securityholders”) up to 20,454,961shares of our common stock, $0.0001 par value per share (“Common Stock”), consisting of (a) 10,169,406 shares of Common Stock issued as merger consideration shares in connection with the Liminatus Merger (asdefined below), which shares were issued at a deemed value of $10.00 per share pursuant to the terms of the Business CombinationAgreement (as defined below); (b) 6,900,000 shares of Common Stock issued to the Sponsor (as defined below) upon conversion of the founder shares issuedto the Sponsor prior to the IPO (as defined below), which shares were purchased by the Sponsor at a price per share of $0.004; (c) 1,500,000 shares of Common Stock issued to PIPE Investor (as defined below) pursuant to the PIPE Equity SubscriptionAgreement (as defined below); (d) 835,555 shares of Common Stock issuable upon the exercise of 835,555 private warrants (the “Private Warrants”), whichwere originally issued concurrently with the IPO in a private placement to Cantor (as defined below) at a price of $1.50 perwarrant, with each warrant exercisable for one share of Common Stock at $11.50 per share; (e) up to 700,000 shares of Common Stock issued to Cantor in settlement of $7.0 million in deferred underwriting fees; and (f) up to 350,000 shares of Common Stock issued to Alta Partners, LLC (“Alta”) pursuant to a settlement and releaseagreement. See “Selling Securityholders” for the details of these securities. In addition, this prospectus relates to the issuance by us of up to 6,900,000 shares of Common Stock that are issuable upon theexercise of the public warrants at an exercise price per share of $11.50 (the “Public Warrants,” and together with the PrivateWarrants, the “Warrants”) contained in the units sold at a price of $10.00 per unit in the IPO. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or throughprivate transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales ofthe shares of their Common Stock. On July 23, 2025, the last reported sales price of our Common Stock was $6.47. The exerciseprice per share of the Warrants is $11.50, which is higher than the current market price of our Common Stock and accordingly,Warrant holders may not be able to exercise their Warrants at this time. Cash proceeds associated with the exercises of the Warrantsare dependent on our stock price and given the recent price volatility of our Common Stock and relative lack of liquidity in ourstock, we may not receive any cash proceeds in relation to such Warrants. We will bear all costs, expenses and fees in connectionwith the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The SellingSecurityholders will bear all commissions and discounts, if any, attributable to their sale of shares of Common Stock. See “Plan ofDistribution.” Our Common Stock is listed on The Nasdaq Global Market under the symbol “LIMN”. Our Public Warrants are listed on TheNasdaq Capital Market under the symbol “LIMNW”. On July 23, 2025, the last reported sales price of our Common Stock was$6.47 per share and the last reported sales price of our Public Warrants was approximately $0.2775 per warrant. The shares of Common Stock being registered for resale in this prospectus will constitute a considerable percentage of our“public float” (defined as the number of our outstanding shares of Common Stock held by non-affiliates). In addition, a portion ofthe shares of Common Stock being registered for resale hereunder were purchased by the Selling Securityholders at prices belowthe current market price of our Common Stock. Given the substantial amount of redemptions in connection with the BusinessCombination (see “Prospectus Summary”), and the relative lack of liquidity in our stock, sales of our Common Stock under theregistration statement of which this prospectus is a part could result in a significant decline in the market price of our securities. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “Risk Factors” beginning on page14of this prospectus, and under similar headings in anyamendment or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is acriminal offense. The date of this prospectus isAugust 12, 2025. TABLE OF CONTENTS FREQU