Liminatus Pharma Inc美股招股说明书(2026-02-18版)

Liminatus Pharma, Inc.8,270,000 Shares of Common Stock5,543,000 Pre-Funded Warrants to Purchase 5,543,000 Shares of Common Stock13,813,000 Warrants to Purchase 20,719,500 Shares of Common Stock26,262,500 Shares of Common Stock underlying the Warrants and Pre-Funded Warrants690,650 Placement Agent Warrants to Purchase 690,650 Shares of Common Stock690,650 Shares of Common Stock Underlying the Placement Agent Warrants We are offering 13,813,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) (or Pre-FundedWarrants (as defined below) in lieu thereof), and 13,813,000 accompanying warrants to purchase 20,719,500 Common Stock (the“Warrants”), at a combined offering price of $0.29 per share of Common Stock (or $0.2899 per Pre-Funded Warrant) andaccompanying Warrant. Each Warrant will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares uponexercise of the Warrants (the “Warrant Stockholder Approval”), provided however, if the Pricing Conditions (as defined below) aremet, the Warrant Stockholder Approval will not be required and the Warrants will be exercisable upon issuance (the “InitialExercise Date”). The Warrants will expire on the five year anniversary of the Initial Exercise Date. Each share of Common Stock is being sold together with a Warrant to purchase one and a half shares of Common Stock. Theshares of Common Stock and Warrants will be issued separately and will be immediately separable upon issuance but will bepurchased together in this offering. This prospectus also relates to the shares of Common Stock issuable upon exercise of theWarrants sold in this offering. As used herein “Pricing Conditions” means that the combined public offering price per share andaccompanying Warrant is such that the Warrant Stockholder Approval is not required under the rules of Nasdaq because either (i)the offering is an at-the-market offering under the rules of Nasdaq (the “Nasdaq Rules”) and such price equals or exceeds the sumof (a) the applicable “Minimum Price” per share under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of Common Stockunderlying the Warrants, (ii) the offering is a discounted offering where the pricing and discount (including attributing a value of$0.125 per whole share underlying the Warrants) meet the pricing requirements under the Nasdaq Rules, or (iii) it is determined tobe a public offering. We are also offering pre-funded warrants to purchase shares of our Common Stock (the “Pre-Funded Warrants”) to certainpurchasers whose purchase of the Common Stock in this offering would result in the purchaser, together with its affiliates andcertain related parties, beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%) of our outstandingCommon Stock immediately following the consummation of this offering. Each Pre-Funded Warrant will be exercisable at anexercise price of $0.0001 per share upon issuance and will not expire prior to exercise. Each Pre-Funded Warrant is being issuedtogether with the same Warrants described above being issued with each share of Common Stock. The combined public offeringprice for each such Pre-Funded Warrant, together with the accompanying Warrants to purchase one and a half shares of CommonStock, is $0.2899, which is equal to the combined offering price of $0.29 per share of Common Stock and accompanying Warrant,minus $0.0001, the exercise price of each Pre-Funded Warrant. Each Pre-Funded Warrant will be exercisable upon issuance andmay be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants andaccompanying Warrants are immediately separable and will be issued separately in this offering. For each Pre-Funded Warrantissued, the purchaser will also receive one Warrant to purchase one and a half shares of Common Stock. This prospectus alsorelates to the shares of Common Stock that are issuable from time to time upon exercise of the Pre-Funded Warrants and thePlacement Agent Warrants (as defined herein). Our Common Stock is traded on the Global Market tier of Nasdaq under the symbol “LIMN”. Our Public Warrants are listedon the Capital Market tier of Nasdaq under the symbol “LIMNW”. There is no established trading market for the Warrants andPre-Funded Warrants being sold in this offering, and we do not expect a market to develop. In addition, we do not intend to list theWarrants or Pre-Funded Warrants on Nasdaq or any other securities exchange or any other nationally recognized trading system.Without an active trading market, the liquidity of the Warrants and Pre-Funded Warrants will be extremely limited. We expect this offering to be completed not later than two business days following the commencement of this offering and wewill deliver all securities to be issued in connection with this offering upon receipt of investor funds received by us. Accordingly,neither we nor the placement agent have made any arrangements to