M&A - Iris Parent Holding Corp.

Form Type: 10-Q

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000141057825001388

Filing Summary: Liminatus Pharma, Inc., formerly Iris Parent Holding Corp., has completed a significant business combination by acquiring Liminatus Pharma, LLC. This transaction was executed on April 30, 2025, resulting in the merger of Liminatus Merger Sub into Liminatus, with Liminatus now serving as a wholly-owned subsidiary of Liminatus Pharma. Concurrently, Iris Merger Sub merged into Iris, with Iris also becoming a wholly-owned subsidiary. Consequently, Iris changed its name to Liminatus Pharma, Inc. The document provides updates on the company’s financials for the quarter ending March 31, 2025, including a net loss of $255,000 and current liabilities totaling $1,060,000. The report mentions that the company currently has no operations and faces substantial doubt regarding its ability to continue as a going concern. The company’s stock and warrants commenced trading on Nasdaq under the symbols LIMN and LIMNW on May 1, 2025. Also noted is the compliance status with Nasdaq regulations and the filing of this report is intended to re-establish compliance. Additionally, there are references to risk factors associated with the company’s operations moving forward.

Form Type: 8-K/A

Filing Date: 2025-06-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925055078

Filing Summary: On June 1, 2023, Liminatus Pharma, Inc., formerly Iris Parent Holding Corp., completed a business combination with Iris Acquisition Corp. as detailed in the original Form 8-K filed on May 6, 2025. The business combination involved the merger of Liminatus Merger Sub with Liminatus, making Liminatus a wholly owned subsidiary of ParentCo. Following the completion of the business combination on April 30, 2025, shares of ParentCo's common stock began trading on Nasdaq under the symbols 'LIMN' and 'LIMNW'. The amendment updates financial disclosures and includes unaudited financial statements for Liminatus Pharma, LLC and Iris as of the quarter ended March 31, 2025. It also notes $702,359 was redeemed from the Trust Account for 59,844 Iris Class A Shares following the Special Meeting held on March 4, 2025. Information about the terms and implications of the business combination and the assets of the combined entity, including a discussion of financials, risks, and operational plans, are provided. The document also discusses the emergence of Liminatus as a pre-clinical stage life sciences enterprise focused on developing CD47 checkpoint inhibitors for cancer treatment, alongside related fiscal uncertainties and strategic directions for research and development.

Form Type: SCHEDULE 13D

Filing Date: 2025-05-07

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925045628

Filing Summary: On April 30, 2025, Liminatus Pharma, Inc. completed a Business Combination with Iris Acquisition Corp, resulting in a merger with Liminatus Pharma, LLC. This merger was part of a structured deal where Liminatus Merger Sub merged with Liminatus, making Liminatus a wholly owned subsidiary of the newly named corporation. As a result, 6,169,406 shares of common stock were issued to Valetudo Therapeutics LLC. Chris Kim, the CEO of Valetudo, holds voting and dispositive power over these shares. The agreement includes registration rights and lock-up provisions that restrict the transfer of shares for varying periods post-closing, depending on certain conditions. The essential purpose of these maneuvers appears centered around strategic investment and consolidation efforts aimed at enhancing the capital structure and operational capabilities of Liminatus Pharma, Inc.

Form Type: 8-K

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000110465925045127

Filing Summary: On April 30, 2025, Liminatus Pharma, Inc. completed a business combination with Iris Acquisition Corp. under a Business Combination Agreement initiated on November 30, 2022. The transaction involved the merger of Liminatus Merger Sub into Liminatus, which will continue as a wholly-owned subsidiary of ParentCo, and simultaneously, the merger of SPAC Merger Sub into Iris, with Iris also becoming a wholly-owned subsidiary of ParentCo. The convergence results in Liminatus Pharma, Inc. being renamed from Iris Parent Holding Corp. The merger is valued at approximately $175 million, with a total of 17.5 million shares of ParentCo common stock issued as consideration. Additional elements included a PIPE equity investment and amendments to existing agreements, effectively transforming the company’s operational and capital structure. The ParentCo common stock began trading on The Nasdaq Stock Market on May 1, 2025, under the symbols 'LIMN' for common stock and 'LIMNW' for public warrants.

Form Type: 8-K12B

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000110465925042489

Filing Summary: On April 30, 2025, Liminatus Pharma, Inc. completed a business combination transaction involving Iris Acquisition Corp and other subsidiaries as outlined in their Business Combination Agreement dated November 30, 2022. The merger included Liminatus Merger Sub merging into Liminatus, making it a wholly-owned subsidiary of Liminatus Pharma, Inc., and simultaneously, SPAC Merger Sub merged into Iris Acquisition Corp. This resulted in a direct change of ownership where IRAA's common stock was converted to LIMN's common stock and its warrants were converted to LIMN's warrants. The business combination has led to the rebranding and renaming of the combined entity as Liminatus Pharma, Inc., with its securities now listed on The Nasdaq Stock Market.

Form Type: POS AM

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465925006325

Filing Summary: Iris Parent Holding Corp. filed a post-effective amendment to its Form S-4 Registration Statement, outlining the proposed Business Combination with Liminatus Pharma, LLC. The filing details the terms of the transaction, which includes Iris Acquisition Corp merging into Liminatus, and the issuance of 17.5 million shares of ParentCo’s common stock as part of the transaction valued at approximately $175.0 million. Important proposals for stockholder consideration at the upcoming Special Meeting include approving the Business Combination, issuance of common stock exceeding 20% of Iris common stock, the adoption of the 2024 Omnibus Equity Incentive Plan, and various advisory charter proposals. A specific change will be the renaming of the public company to Liminatus Pharma, Inc. and the Post-Business Combination governance structure. Stockholders are also being notified that their existing shares will convert into shares of ParentCo, along with details regarding warrants and other aspects of the transaction leading to the effectiveness of the new listings on Nasdaq.

Form Type: POS AM

Filing Date: 2025-01-16

Corporate Action: Merger

Type: Update

Accession Number: 000110465925003835

Filing Summary: Iris Parent Holding Corp. has filed a Post-Effective Amendment No. 2 to its Form S-4 Registration Statement in connection with its Business Combination with Liminatus Pharma, LLC. This amendment updates the Registration Statement to reflect recent developments, including the TDT License Termination, the inclusion of financial information from Iris Acquisition Corp’s Quarterly Report, and the revised details regarding the business operations and the merger consideration for Liminatus securityholders. The merger is structured such that the stockholders will vote on several proposals including the Business Combination Proposal, the issuance of ParentCo Common Stock, and several governance provisions via Advisory Charter Proposals. The total merger consideration includes 17.5 million shares of common stock valued at around $175 million. Following the merger, ParentCo will be renamed Liminatus Pharma, Inc.

Form Type: CORRESP

Filing Date: 2025-01-15

Corporate Action: Merger

Type: Update

Accession Number: 000110465925003831

Filing Summary: Iris Parent Holding Corp. filed a letter in response to SEC comments regarding the Post-Effective Amendment No. 2 to their Registration Statement on Form S-4, initially filed on November 8, 2024. The letter addresses various comments made by the SEC regarding beneficial ownership percentages, revised disclosures about the Business Combination, and the implications of a TDT License Termination. The company has made revisions to the prospectus to clarify its status as a controlled company, the consequences of the TDT License Termination, and information regarding their application for listing on Nasdaq. Key revisions include updates regarding the acknowledgment from Viral Gene related to the Business Combination Agreement and updates on the impact of the termination on the merger's structure and considerations. Additional responses included amendments to disclosures regarding Liminatus Pharma’s classification and potential impacts on stockholders, reflecting recent changes in their business considerations. The letter requests that the SEC review their adjustments and acknowledges the company's readiness to provide further information as necessary.