Liminatus Pharma signs $650,002.50 private placement deal with non-U.S. investor

Liminatus Pharma, Inc. disclosed in a Form 8-K that on November 2, 2026, it entered into a subscription agreement with a non-U.S. investor, under which the investor agreed to subscribe for, and the company agreed to issue, an aggregate of 260,001 shares of common stock in a private placement, at a purchase price of $2.50 per share for aggregate gross proceeds of $650,002.50.¹

The company said it intends to use the net proceeds from the sale of the shares for working capital and general corporate purposes.¹

The shares involved in the transaction have not gone through standard public registration. According to the filing, the shares offered in the private placement have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and accordingly may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from registration requirements.¹ The company has committed to a follow-up filing: it has agreed to register for resale the shares by filing a registration statement with the U.S. Securities and Exchange Commission within 60 days of the closing of the private placement.¹

Per the filing, the private placement is expected to close on or about November 20, 2026.¹

The transaction's exemption basis was specified in the same report. The shares issuable pursuant to the subscription agreement have not been registered under the Securities Act and will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D and/or Regulation S promulgated thereunder.¹

The 8-K was filed with a dated signature from Liminatus Pharma's leadership. The report was signed on November 3, 2026, by Chris Kim, Chief Executive Officer.¹