Liminatus Pharma, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
LIMN$2.54-3.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-10-06.
0001104659-25-096872
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001104659-25-111651
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 62 previous paragraphs and 65 current paragraphs.
41 unchanged; 19 reworded; 5 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Current report
Critical Accounting Policies and Estimates
Current report
Warrants
Current report
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480,Distinguishing liabilities from equity (“ASC 480”), and ASC 815,Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance, modification, and as of each subsequent quarterly period end date while the warrants are outstanding. As of September 30, 2025, 5,900,000 of the Company’s Public Warrants were accounted for as equity-classified instruments and 835,555 private placement warrants were accounted for as liability-classified instruments.
Current report
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash gain or loss on the accompanying consolidated statements of operations and comprehensive loss. The Company assesses the classification of its warrants at each reporting date to determine whether a change in classification between equity and liability is required. During the three months ended September 30, 2025, the Company had an unrealized gain on the change in fair value of the warrant liabilities of $76,871. During the nine months ended September 30, 2025, the Company had an unrealized loss on the change in fair value of the warrant liabilities of $40,023. During the three and nine months ended September 30, 2024, the Company had no unrealized gain or loss on the change in fair value of the warrant liabilities.
Removed paragraphs (2)
Previous report
Comparison of the Six Months Ended June 30, 2025 and 2024
Previous report
Critical Accounting Policies
Reworded paragraphs (19)
Previous wording
In addition, at the Closing Date, the Company settled Iris’ liabilities for $7,000,000 of the deferred underwriting fees incurred prior to the Closing Date for 700,000 shares of common stock to the underwriters in Iris’s initial public offering. At the Closing Date, the shares were not issued to the underwriter and the Company recorded as a liability with a fair value of $7,049,000. As of June 30, 2025, the shares remained unissued and the value of the Company’s liability for the unissued shares is $7,805,000, recorded in Deferred underwriting fee – common stock payable on the accompanying unaudited condensed consolidated balance sheet. On July 1, 2025, the Company issued the shares to the underwriters.
Current wording
In addition, at the Closing Date, the Company settled Iris’ liabilities for $7,000,000 of the deferred underwriting fees incurred prior to the Closing Date for 700,000 shares of common stock to the underwriters in Iris’s initial public offering. At the Closing Date, the shares were not issued to the underwriter and the Company recorded as a liability with a fair value of $7,049,000. On July 1, 2025, the Company issued the shares to the underwriters, which on July 1, 2025 had a fair value of $7,245,000.
Previous wording
Liminatus was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805,Business Combinations (“ASC 805”). The determination was primarily based on Liminatus’ members prior to the Business Combination having a majority of the voting interests in the combined company, Liminatus’ ability to exert control over the majority of the board of directors of the combined company, Liminatus’ ability to maintain control of the board of directors on a go-forward basis, Liminatus’ senior management comprising the senior management of the combined company, and Liminatus’ operations prior to the Business Combination comprise the ongoing operations of the combined company.
Current wording
Liminatus was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805,Business Combinations (“ASC 805”). The determination was primarily based on Liminatus’ members prior to the Business Combination having a majority of the voting interests in the combined company, Liminatus’ ability to exert control over the majority of the board of directors of the combined company, Liminatus’ ability to maintain control of the board of directors on a go-forward basis, Liminatus’ senior management comprising the senior management of the combined company, and Liminatus’ operations prior to the Business Combination comprise the ongoing operations of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Liminatus’ issuing stock for the net
Previous wording
Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Liminatus’ issuing stock for the net assets of Iris, accompanied by a recapitalization. The net assets of Iris were stated at fair value, with no goodwill or other intangible assets recorded.
Current wording
assets of Iris, accompanied by a recapitalization. The net assets of Iris were stated at fair value, with no goodwill or other intangible assets recorded.
Previous wording
General and administrative expenses consists primarily of professional service fees, including accounting and legal services and other general operating expenses. General and administrative expenses increased by $923,127 during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 primarily due to increases in accounting and legal expenses incurred in connection with the Business Combination.
Current wording
General and administrative expenses consists primarily of professional service fees, including accounting and legal services and other general operating expenses. General and administrative expenses increased by $515,089 during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 primarily due to increases in accounting and legal expenses incurred in connection with operating a publicly traded company.
Previous wording
Research and development expenses consist of costs incurred by Targeted Diagnostics & Therapeutics, Inc. (“TDT”) who was performing the research and development activities for the Company in accordance with the license agreements with TDT and the annual fee paid to TDT. Research and development expenses decreased by $714,134 during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 as a result of the termination of TDT’s license agreements on August 11, 2024.
Current wording
Research and development expenses consist of costs incurred by Targeted Diagnostics & Therapeutics, Inc. (“TDT”) who was performing the research and development activities for the Company in accordance with the license agreements with TDT and the annual fee paid to TDT. Research and development expenses decreased by $357,066 during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 as a result of the termination of TDT’s license agreements on August 11, 2024.
Previous wording
The other income (expense), net decreased by $1,283,487 from $51,989 of other expense for the three months ended June 30, 2024 to $1,231,498 of other income for the three months ended June 30, 2025. During the three months ended June 30, 2025, the Company recognized other income of $2,142,297 related to the settlement of TDT’s payables and interest income on loans receivable with Iris of $24,383, offset by $62,288 of interest expense on related party promissory notes, an unrealized loss on the change in the fair value of deferred underwriting fee common stock payable of $756,000 and an unrealized loss on the change in fair value of the warrant liabilities of $116,894. In connection with the closing of the Business Combination on April 30, 2025, the loans receivable with Iris were terminated, thus no interest income is expected in future periods.
Current wording
The other income (expense), net increased by $1,063,956 from $58,225 of other expense for the three months ended September 30, 2024 to $1,122,181 of other expense for the three months ended September 30, 2025. During the three months ended September 30, 2025, the Company recognized a loss on the issuance of common stock of $1,740,000 related to the issuance of common stock in exchange for the cancellation of warrants and $19,052 of interest expense, offset by an unrealized gain on the change in the fair value of deferred underwriting fee common stock payable of $560,000 and an unrealized gain on the change in fair value of the warrant liabilities of $76,871. In connection with the closing of the Business Combination on April 30, 2025, the loans receivable with Iris were terminated, thus no interest income is expected in future periods.
Previous wording
The following is a comparative of our results of operations for the six months ended June 30, 2025 and 2024:
Current wording
The following is a comparative of our results of operations for the nine months ended September 30, 2025 and 2024:
Previous wording
We did not generate revenue during either of the six months ended June 30, 2025 and 2024. Our ability to generate revenue in the future will depend almost entirely on our ability to successfully develop successful commercial products with our intellectual property.
Current wording
We did not generate revenue during either of the nine months ended September 30, 2025 and 2024. Our ability to generate revenue in the future will depend almost entirely on our ability to successfully develop successful commercial products with our intellectual property.
Previous wording
General and administrative expenses consists primarily of professional service fees, including accounting and legal services and other general operating expenses. General and administrative expenses increased by $1,090,027 during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 primarily due to increases in accounting and legal expenses incurred in connection with the Business Combination.
Current wording
General and administrative expenses consists primarily of professional service fees, including accounting and legal services and other general operating expenses. General and administrative expenses increased by $1,606,059 during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 primarily due to increases in accounting and legal expenses incurred in connection with the Business Combination and due to the entity now operating as a publicly traded company.
Previous wording
Research and development expenses consist of costs incurred by Targeted Diagnostics & Therapeutics, Inc. (“TDT”) who was performing the research and development activities for the Company in accordance with the license agreements with TDT and the annual fee paid to TDT. Research and development expenses decreased by $2,328,268 during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 as a result of the termination of TDT’s license agreements on August 11, 2024.
Current wording
Research and development expenses consist of costs incurred by TDT who was performing the research and development activities for the Company in accordance with the license agreements with TDT and the annual fee paid to TDT. Research and development expenses decreased by $2,685,334 during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 as a result of the termination of TDT’s license agreements on August 11, 2024.
Previous wording
The other income (expense), net decreased by $1,263,648 from $95,456 of other expense for the six months ended June 30, 2024 to $1,168,192 of other income for the six months ended June 30, 2025. During the six months ended June 30, 2025, the Company recognized other income of $2,142,297 related to the settlement of TDT’s payables and interest income on loans receivable with Iris of $76,589, offset by $177,800 of interest expense on related party promissory notes, an unrealized loss on the change in the fair value of deferred underwriting fee common stock payable of $756,000 and an unrealized loss on the change in fair value of the warrant liabilities of $116,894. In connection with the closing of the Business Combination on April 30, 2025, the loans receivable with Iris were terminated, thus no interest income is expected in future periods.
Current wording
The other income (expense), net decreased by $199,692 from $153,681 of other expense for the nine months ended September 30, 2024 to $46,011 of other income for the nine months ended September 30, 2025. During the nine months ended September 30, 2025, the Company recognized other income of $2,142,297 related to the settlement of TDT’s payables and interest income on loans receivable with Iris of $76,589, offset by $196,852 of interest expense on related party promissory notes, an unrealized loss on the change in the fair value of deferred underwriting fee common stock payable of $196,000, an unrealized loss on the change in fair value of the warrant liabilities of $40,023 and a loss on the issuance of common stock of $1,740,000 related to the issuance of common stock in exchange for the cancellation of warrants. In connection with the closing of the Business Combination on April 30, 2025, the loans receivable with Iris were terminated, thus no interest income is expected in future periods.
Previous wording
The Company is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. Through June 30, 2025, the Company has funded its operations mainly through equity and debt financings, including the proceeds from the Mergers and the PIPE Financing.
Current wording
The Company is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for one year after the date that the condensed consolidated financial statements are issued. Through September 30, 2025, the Company has funded its operations mainly through equity and debt financings, including the proceeds from the Mergers and the PIPE Financing.
Previous wording
As of June 30, 2025, the Company had $1,338,222 of cash in its bank accounts. As of June 30, 2025 and December 31, 2024, there was $1,442,500 and $19,973,000, respectively, of related party debts, which are included in Short-term debt, related parties in the accompanying unaudited condensed consolidated balance sheets.
Current wording
As of September 30, 2025, the Company had $724,502 of cash in its bank accounts. As of September 30, 2025 and December 31, 2024, there was $1,442,500 and $19,973,000, respectively, of related party debts, which are included in Short-term debt, related parties in the accompanying unaudited condensed consolidated balance sheets.
Previous wording
The Company has incurred operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The Company has an accumulated deficit of $28,879,455 as of June 30, 2025. The Company had a (loss) from operations and net (loss) of $(1,382,431) and $(214,239), respectively, for the six months ended June 30, 2025. The Company had a (loss) from operations and net income of $(1,118,211) and $113,287, respectively, for the three months ended June 30, 2025.
Current wording
The Company has incurred operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The Company has an accumulated deficit of $30,702,806 as of September 30, 2025. The Company had a (loss) from operations and net (loss) of $(2,083,601) and $(2,037,590), respectively, for the nine months ended September 30, 2025. The Company had a (loss) from operations and net (loss) of $(701,170) and $(1,823,351), respectively, for the three months ended September 30, 2025.
Previous wording
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40,Presentation of Financial Statements—Going Concern, management has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that the accompanying unaudited condensed consolidated financial statements are issued. The Company’s unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Current wording
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40,Presentation of Financial Statements—Going Concern, management has concluded that there is substantial doubt about its ability to continue as a going concern for one year after the date that the accompanying unaudited condensed consolidated financial statements are issued. The Company’s unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Previous wording
The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024:
Current wording
The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024:
Previous wording
Net cash used in operating activities for the six months ended June 30, 2025 increased by $7,871,572 as compared to the six months ended June 30, 2024. The increase in cash used in operating activities is primarily due to the payment of accounts payable of approximately $4,185,902, settlement of amounts due to related parties of $3,427,000, and the non-cash settlement of the TDT payables for the six months ended June 30, 2025 as compared to the same period in the prior year.
Current wording
Net cash used in operating activities for the nine months ended September 30, 2025 increased by $8,266,065 as compared to the nine months ended September 30, 2024. The increase in cash used in operating activities is primarily due to the payment of accounts payable of approximately $4,058,404, settlement of amounts due to related parties of $3,427,000, and the non-cash settlement of the TDT payables for the nine months ended September 30, 2025 as compared to the same period in the prior year.
Previous wording
Net cash used in investing activities for the six months ended June 30, 2025 decreased by $725,000 as compared to the six months ended June 30, 2024. The decrease in cash used in investing activities is primarily to less issuances of loans to Iris prior to the Business Combination.
Current wording
Net cash used in investing activities for the nine months ended September 30, 2025 decreased by $1,511,892 as compared to the nine months ended September 30, 2024. The decrease in cash used in investing activities is primarily to less issuances of loans to Iris prior to the Business Combination.
Previous wording
Net cash provided by financing activities for the six months ended June 30, 2025 increased by $8,792,762 as compared to the six months ended June 30, 2024. The increase in cash provided by financing activities is primarily due to gross proceeds received of $10,556,500 from the PIPE Financing, offset by $2,563,738 in payments for the transaction costs in connection with the Business Combination. Further, the Company had additional related party debt when comparing the six months ended June 30, 2025 to the six months ended June 30, 2024 of $2,100,000, which is offset by payments of related party debt of $1,300,000 during the six months ended June 30, 2025. No such payments occurred during the six months ended June 30, 2024.
Current wording
Net cash provided by financing activities for the nine months ended September 30, 2025 increased by $7,809,762 as compared to the nine months ended September 30, 2024. The increase in cash provided by financing activities is primarily due to gross proceeds received of $10,556,500 from the PIPE Financing, offset by $2,563,738 in payments for the transaction costs in connection with the Business Combination. Further, the Company had additional related party debt when comparing the nine months ended September 30, 2025 to the nine months ended September 30, 2024 of $4,340,000, which is offset by payments of related party debt of $1,300,000 during the nine months ended September 30, 2025. No such payments occurred during the nine months ended September 30, 2024.