Liminatus Pharma Inc

As filed with the U.S. Securities and Exchange Commission on June 24, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM****S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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Liminatus Pharma, Inc.

(Exact name of registrant as specified in its charter)

6 Centerpointe Drive #625

La Palma, California 90623

Tel: (213) 273-5453

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Chris Kim

6 Centerpointe Drive #625

La Palma, California 90623

Tel: (213) 273-5453

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mitchell S. Nussbaum

Giovanni Caruso

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Telephone: (212) 407-4000

Approximate date of commencement of proposed sale to public: From time to time after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a) of the Securities Act, may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

LIMINATUS PHARMA, INC.

21,154,961 Shares of Common Stock

6,900,000 Shares of Common Stock Underlying Public Warrants

Liminatus Pharma, Inc. (formerly known as Iris Parent Holding Corp.), a Delaware corporation (the “Company,” “ParentCo” or “we”) is registering for resale by certain selling securityholders named herein (the “Selling Securityholders”) up to 21,154,961 shares of our common stock, $0.0001 par value per share (“Common Stock”), consisting of

(a) 10,169,406 shares of Common Stock issued as merger consideration shares in connection with the Liminatus Merger (as defined below), which shares were issued at a deemed value of $10.00 per share pursuant to the terms of the Business Combination Agreement (as defined below);

(b) 6,900,000 shares of Common Stock issued to the Sponsor (as defined below) upon conversion of the founder shares issued to the Sponsor prior to the IPO (as defined below), which shares were purchased by the Sponsor at a price per share of $0.004;

(c) 1,500,000 shares of Common Stock issued to PIPE Investor (as defined below) pursuant to the PIPE Equity Subscription Agreement (as defined below);

(d) 835,555 shares of Common Stock issuable upon the exercise of 835,555 private warrants (the “Private Warrants”), which were originally issued concurrently with the IPO in a private placement to Cantor (as defined below) at a price of $1.50 per warrant, with each warrant exercisable for one share of Common Stock at $11.50 per share; and

(e) up to 1,750,000 shares of Common Stock issuable to Cantor in settlement of $7.0 million in deferred underwriting fees. See “Selling Securityholders” for the details of these securities.

In addition, this prospectus relates to the issuance by us of up to 6,900,000 shares of Common Stock that are issuable upon the exercise of the public warrants at an exercise price per share of $11.50 (the “Public Warrants,” and together with the Private Warrants, the “Warrants”) contained in the units sold at a price of $10.00 per unit in the IPO.

The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of their Common Stock. On June 16, 2025, the last reported sales price of our Common Stock was $12.11. The exercise price per share of the Warrants is $11.50. Cash proceeds associated with the exercises of the Warrants are dependent on our stock price and given the recent price volatility of our Common Stock and relative lack of liquidity in our stock, we may not receive any cash proceeds in relation to such Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of Common Stock. See “Plan of Distribution.”

Our Common Stock is listed on The Nasdaq Global Market under the symbol “LIMN”. Our Public Warrants are listed on The Nasdaq Capital Market under the symbol “LIMNW”. On June 16, 2025, the last reported sales price of our Common Stock was $12.11 per share and the last reported sales price of our Public Warrants was approximately $0.2838 per warrant.

The shares of Common Stock being registered for resale in this prospectus will constitute a considerable percentage of our “public float” (defined as the number of our outstanding shares of Common Stock held by non-affiliates). In addition, a portion of the shares of Common Stock being registered for resale hereunder were purchased by the Selling Securityholders at prices below the current market price of our Common Stock. Given the substantial amount of redemptions in connection with the Business Combination (see “Prospectus Summary”), and the relative lack of liquidity in our stock, sales of our Common Stock under the registration statement of which this prospectus is a part could result in a significant decline in the market price of our securities.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page14** of this prospectus, and under similar headings in any amendment or supplements to this prospectus.**

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is __________, 2025.