Liminatus Pharma, Inc. filed an 8-K on November 3, 2026, disclosing a private placement subscription agreement entered into on November 2, 2026, under which a non-U.S. investor agreed to purchase 260,001 shares of common stock at $2.50 per share for aggregate gross proceeds of $650,002.50.

Key Highlights

  • Shares offered: 260,001 shares of common stock to a single non-U.S. investor via a subscription agreement dated November 2, 2026.
  • Purchase price: $2.50 per share, generating aggregate gross proceeds of $650,002.50.
  • Use of proceeds: The company disclosed that net proceeds are intended for working capital and general corporate purposes.
  • Expected closing: The private placement is expected to close on or about November 20, 2026.
  • Registration commitment: The company agreed to file a registration statement for resale of the shares within 60 days of closing.
  • Exemption relied upon: Shares will be issued in reliance on Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D, and/or Regulation S.

Liminatus Pharma's November 2026 Private Placement to Non-U.S. Investor

According to the filing, Liminatus Pharma, Inc. (NASDAQ:LIMN) entered into a subscription agreement on November 2, 2026, with a non-U.S. investor. Under the terms disclosed, the investor agreed to subscribe for 260,001 shares of the company's common stock at a purchase price of $2.50 per share, resulting in aggregate gross proceeds of $650,002.50. The company stated that net proceeds are intended for working capital and general corporate purposes.

The filing reports that the shares 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 absent an effective registration statement or an applicable exemption. The company disclosed that it will rely on the exemption provided by Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D, and/or Regulation S in connection with the issuance.

As part of the agreement, the company disclosed that it has agreed to register the shares for resale by filing a registration statement with the SEC within 60 days of the closing of the private placement. The closing is expected to occur on or about November 20, 2026. The filing notes that "the foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement," which was filed as Exhibit 10.1. The 8-K was signed by Chris Kim, Chief Executive Officer.

What Was Disclosed

Liminatus Pharma disclosed a private placement of 260,001 common shares at $2.50 per share to a non-U.S. investor for gross proceeds of $650,002.50, with closing expected around November 20, 2026, and a commitment to file a resale registration statement within 60 days of closing.