UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on January 15, 2026 Liminatus Pharma, Inc. (the “Company”) received a notice from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the closing bid price of the Company’s common stock had been below $1.00 for 30 consecutive business days, and, consequently, the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1) (the applicable minimum bid price requirement for The Nasdaq Global Market).
Following an appeal and hearing before the Nasdaq Hearings Panel, the Panel determined to transfer the Company to The Nasdaq Capital Market effective August 4, 2026 and granted the Company an extension to demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) (the applicable minimum bid price requirement for The Nasdaq Capital Market) (the “Bid Price Rule”) by September 3, 2026.
At the close of trading on August 20, 2026, the Company effected a 1-for-50 reverse stock split.
On September 24, 2026, the Company received a notice from Nasdaq stating that, for the 13 consecutive trading days from August 21, 2026 to September 9, 2026, the closing bid price of the Company’s common stock had been above $1.00 per share. Accordingly, Nasdaq determined that the Company has regained compliance with the Bid Price Rule, and the matter is now closed.
Item 7.01 Regulation FD Disclosure.
On September 29, 2026, the Company issued a press release announcing that the Company has regained compliance with the Bid Price Rule. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Liminatus Pharma, Inc. on September 29, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 29, 2026 | ||
| LIMINATUS PHARMA, INC. | ||
| By: | /s/ Chris Kim | |
| Name: | Chris Kim | |
| Title: | Chief Executive Officer | |