Liminatus Pharma, Inc. (LIMN), a biotechnology firm specializing in cancer therapies, announced that it has amended and restated its definitive merger agreement with InnocsAI LLC, an oncology biotech dedicated to next‑generation cell‑therapy technologies.
Transaction Terms
The restructuring enables the merger to close before stockholder approval, with closing now anticipated on July 2, 2026, subject to customary closing conditions. Under the revised terms, InnocsAI equity holders will receive a combination of Liminatus common stock and a newly created non‑voting convertible preferred stock, priced at $0.20 per common share, valuing the transaction at roughly $320 million. Additionally, they will be granted contingent value rights covering 20% of future net proceeds from selected strategic transactions involving the acquired assets.
Equity Structure
InnocsAI shareholders will receive Liminatus common shares up to the maximum permitted without prior stockholder approval under Nasdaq rules, estimated at 19.99% of the shares outstanding immediately before closing. The remainder will be issued as non‑voting convertible preferred stock, which may convert into common shares only after stockholder approval is obtained.
Strategic Rationale
“This merger marks a transformational step in Liminatus’ strategy to build a diversified oncology biotechnology company,” said Chris Kim, Chief Executive Officer of Liminatus Pharma. He added that InnocsAI’s cell‑therapy platform complements Liminatus’ immuno‑oncology programs and expands its pipeline, creating multiple avenues for long‑term shareholder value.
LIMN’s shares have fluctuated between $0.09 and $11.90 over the past year. The stock closed on Tuesday at $0.11, reflecting a 2.70% increase. In overnight trading, the price dipped to $0.10, a decrease of 7.25%.
