Liminatus Pharma closes merger with InnocsAI after amending deal terms

Liminatus Pharma, Inc. reported in an 8-K dated June 29, 2026 that it, InnocsAI LLC, and NamChul Jung, acting as representative of InnocsAI's members, entered into an Amended and Restated Merger Agreement that amends and restates in its entirety a prior Merger Agreement dated as of May 17, 2026 (the filing lists the year as "1026," an apparent typographical error).¹

The amended agreement changed how the deal would be structured. The Company and InnocsAI agreed to revise the structure of the previously announced transaction to allow closing prior to obtaining stockholder approval and to provide that the 1,600,000,000 shares of common stock representing merger consideration would be paid in a combination of common stock and newly designated non-voting convertible preferred stock.¹

Upon closing, existing InnocsAI members would receive common stock up to the maximum issuable without prior stockholder approval under Nasdaq listing rules, estimated at 19.99% of outstanding shares immediately before closing, with the balance paid in newly designated Series A Non-Voting Convertible Preferred Stock.¹ Each preferred share converts into 10,000 common shares, but conversion cannot occur until stockholders approve the underlying share issuance under Nasdaq rules.¹

On July 2, 2026, the Company, InnocsAI, and Merger Sub completed the merger, and the Company acquired InnocsAI.¹ At closing, the Company issued former InnocsAI members an aggregate of 11,188,729 shares of common stock and 158,881.1271 shares of Series A Preferred Stock.¹ The Certificate of Designation authorized 160,000 shares of Series A Preferred Stock.¹

The Company intends to hold a stockholder meeting to approve the common stock issuance underlying the preferred stock conversion.¹ Separately, InnocsAI entered a two-year non-compete and non-solicitation agreement covering certain key employees.¹