Liminatus Pharma raises $650,002.50 in private placement

Item 1.01 Entry into a Material Definitive

Agreement.

On November 2, 2026, Liminatus Pharma, Inc.¹

(the "Company") entered into a subscription agreement (the "Subscription Agreement") with a non-U.S. investor, pursuant to which such investor agreed to subscribe for, and the Company agreed to issue to such investor, an aggregate of 260,001 shares of the Company's common stock (collectively, the "Shares") in a private placement, at a purchase price of $2.50 per share for aggregate gross proceeds of $650,002.50.¹ The Company intends to use the net proceeds from the sale of the Shares for working capital and general corporate purposes.²

The Shares offered in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws.³

Accordingly, the Shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to register for resale the Shares by filing a registration statement with the U.S. Securities and Exchange Commission within 60 days of the closing of the private placement. The private placement is expected to close on or about November 20, 2026.

The foregoing description of the Subscription

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, a form of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Shares pursuant to the Subscription Agreement is incorporated by reference herein. The Shares issuable pursuant to the Subscription Agreement have not been registered under the Securities Act and will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D and/or Regulation S promulgated thereunder.⁴

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit⁵

No.⁵

Description⁵

10.1⁵

Form of Subscription Agreement⁵

104⁵

Cover Page Interactive Data File (embedded within the Inline XBRL document)⁵

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SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 3, 2026⁶

LIMINATUS PHARMA, INC.⁶

By:⁶

/s/ Chris Kim⁶

Name:⁶

Chris Kim⁶

Title:⁶

Chief Executive Officer⁶