LIMINATUS PHARMA, INC._September 30, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42626

LIMINATUS PHARMA, INC.

(Exact name of registrant as specified in its charter)


Delaware		93-2710748
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6 Centerpointe Drive #625, La Palma, CA 90623
(Address of principal executive offices, including zip code)

(213) 273-5453
(Registrant’s telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	LIMN	The Nasdaq Stock Market LLC
Warrants	LIMNW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


☐ Large accelerated filer		☐ Accelerated filer
☒ Non-accelerated filer		☒ Smaller reporting company
		☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 13, 2025, there were 27,064,633 shares of common stock outstanding.

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LIMINATUS PHARMA, INC.

TABLE OF CONTENTS

		Page
Part I – Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024		1
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited)		2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2025 and 2024 (Unaudited)		3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)		4
Notes to Condensed Consolidated Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures About Market Risk		27
Item 4. Controls and Procedures		27
Part II – Other Information		28
Item 1. Legal Proceedings		28
Item 1A. Risk Factors		28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 3. Defaults Upon Senior Securities		28
Item 4. Mine Safety Disclosures		28
Item 5. Other Information		28
Item 6. Exhibits		28
Signatures		29

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Liminatus Pharma, Inc.

Condensed Consolidated Balance Sheets


	September 30,		December 31,
	2025		2024
ASSETS	(Unaudited)
Current assets
Cash	$	724,502	$	56,319
Loan receivable		—		3,668,500
Deferred transaction costs		—		1,401,323
Prepaid and other current assets		478,868		155,501
Total current assets		1,203,370		5,281,643
Non-current assets:
Due from related party, non-current		126,275		126,275
Property and equipment, net		12,764		941
Total non-current assets		139,039		127,216
Total assets	$	1,342,409	$	5,408,859

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	559,171	$	1,483,253
Accrued interest, related parties		184,869		955,119
Accrued maintenance fee		—		360,000
Due to research and development partner		—		1,782,297
Due to related parties		178,053		195,253
Short-term debt, related parties		1,442,500		19,973,000
Deferred underwriting fee payable		500,000		—
Total current liabilities		2,864,593		24,748,922
Warrant liability		123,579		—
Total liabilities		2,988,172		24,748,922

Commitments and Contingencies (Note 7)

Stockholders’ deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding*		—		—
Common stock, $0.0001 par value; 500,000,000 shares authorized; 27,064,633 and 17,500,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively*		2,706		1,750
Additional paid-in capital		29,054,337		9,323,403
Accumulated deficit		(30,702,806)		(28,665,216)
Total stockholders’ deficit		(1,645,763)		(19,340,063)
Total liabilities and stockholders’ deficit	$	1,342,409	$	5,408,859

* Shares, preferred stock amount, common stock amount and additional paid-in capital data are presented on a retroactive basis to reflect the effects of the conversion and recapitalization as a result of the Business Combination consummated on April 30, 2025.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Liminatus Pharma, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	For the three months ended September 30,				For the nine months ended September 30,
	2025		2024		2025		2024

General and administrative	$	701,170	$	186,081	$	2,083,601	$	477,542
Research and development		—		357,066		—		2,685,334
Total operating expenses		701,170		543,147		2,083,601		3,162,876
Loss from operations		(701,170)		(543,147)		(2,083,601)		(3,162,876)
Other income (expense):
Interest expense, related parties		(19,052)		(92,706)		(196,852)		(232,718)
Interest income		—		34,481		76,589		79,037
Forgiveness of unrelated vendor payables		—		—		2,142,297		—
Change in fair value of deferred underwriting fee - common stock payable		560,000		—		(196,000)		—
Change in the fair value of warrant liabilities		76,871		—		(40,023)		—
Loss on exchange of common stock for warrants		(1,740,000)		—		(1,740,000)		—
Total other income (expense), net		(1,122,181)		(58,225)		46,011		(153,681)
Net loss	$	(1,823,351)	$	(601,372)	$	(2,037,590)	$	(3,316,557)

Weighted average shares outstanding, basic and diluted*		27,007,568		17,500,000		22,637,742		17,500,000

Basic and diluted net income loss per share*	$	(0.07)	$	(0.03)	$	(0.09)	$	(0.19)

* Shares and per share data are presented on a retroactive basis to reflect the effects of the conversion and recapitalization as a result of the Business Combination consummated on April 30, 2025.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Liminatus Pharma, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the three and nine months ended September 30, 2025 and 2024

(Unaudited)

SEC Form 10-Q filed by Liminatus Pharma Inc.