Liminatus Pharma, Inc.

DEF 14A 1 tm264954-2_def14.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Liminatus Pharma, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 3, 2026

July 10, 2026

To Our Stockholders:

You are cordially invited to attend our 2026 Annual Meeting of Stockholders, which will be held at 10:30 a.m. (Pacific time) on August 3, 2026, at the offices of the Company at 2251 Stern Goodman Street, Suite E, Fullerton, California 92833, and virtually via https://loeb.zoom.us/j/98953520155, for the following purposes:

To elect two directors to serve on our Board of Directors for a term of three years or until their successors are duly elected and qualified, for which the following are nominees: Nicholas Fernandez and Dr. Ji Yeon Baek;

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To ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

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To authorize the Board of Directors, at its discretion, to approve (i) the reverse stock split of the Company’s common stock at a ratio of up to 1-for-50 shares (the “Reverse Stock Split”), with such ratio to be determined by the Board of Directors in its discretion (the “Ratio”), for the primary purpose of meeting the minimum bid price and other quantitative requirements for the Company’s listing on the Nasdaq Stock Market (“Nasdaq”) or another national securities exchange and (ii) the amendment of the Company’s certificate of incorporation, as amended, (the “Charter Amendment”) to reflect the Reverse Stock Split; and

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To consider and transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

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Only stockholders of record at the close of business on July 2, 2026 are entitled to notice of, and to vote at, the Annual Meeting.

Please read the Proxy Statement and vote your shares as soon as possible. Your vote is very important. Please complete, sign, date and return the accompanying proxy card, or follow the instructions on the card for voting by the Internet or email. You may also attend the Annual Meeting and vote in person.

By Order of the Board of Directors,

/s/ Chris Kim

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Chairman of the Board & CEO

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON AUGUST 3, 2026:

This Notice and the accompanying Proxy Statement are first being distributed or made available, as the case may be, on or about July 13, 2026, and the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders, its Annual Report on Form 10-K for the year ended December 31, 2025, and its Quarterly Report on Form 10-Q, for the quarter ended March 31, 2026 are available on a website maintained by the SEC located at www.sec.gov.