Liminatus Pharma Inc 2025年季度报告

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that theregistrant was required to file such reports), and (2)has been subject to such filing requirements for the past Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “largeacceleratedfiler,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange As of May30, 2025, there were26,014,633shares of common stock outstanding. LIMINATUS PHARMA,INC. TABLE OF CONTENTS Part I – Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December31, 2024Condensed Consolidated Statements of Operations for the three months ended March 31,2025 and 2024 (Unaudited)Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the threemonths ended March 31, 2025 and 2024 (Unaudited)Condensed Consolidated Statements of Cash Flows for the three months ended March 31,2025 and 2024 (Unaudited)Notes to Condensed Consolidated Financial Statements (Unaudited)Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II – Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. ExhibitsSignatures EXPLANATORY NOTE On April30, 2025, subsequent to the end of the quarterly period ended March31, 2025, the quarterly periodto which this Quarterly Report on Form10-Q relates, Liminatus Pharma,Inc. (formerly known as Iris ParentHolding Corp.), a Delaware corporation (the “Company”), consummated its previously announced businesscombination, pursuant to which the Company acquired Liminatus Pharma, LLC, a Delaware limited liabilitycompany (“Liminatus”). In connection with the closing of the business combination, pursuant to the BusinessCombination Agreement, dated as of November30, 2022 (as it may be amended, supplemented or otherwisemodified from time to time, the “Business Combination Agreement”) by and among the Company, Liminatus, IrisAcquisition Corp (formerly known as Tribe Capital Growth Corp I), a Delaware corporation (“Iris”), LiminatusPharma Merger Sub,Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“LiminatusMerger Sub”), and SPAC Merger Sub,Inc., a Delaware corporation and wholly-owned subsidiary of the Except as otherwise expressly provided herein, the information in this Quarterly Report on Form10-Qdoes not reflect the consummation of the Business Combination which, as discussed above, occurred Liminatus Pharma, Inc.(Succesor to Iris Parent Holding Corp.) Liminatus Pharma, Inc.(Succesor to Iris Parent Holding Corp.) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Liminatus Pharma, Inc.(Succesor to Iris Parent Holding Corp.) LIMINATUS PHARMA,INC.(SUCCESSOR TO IRIS PARENT HOLDING CORP.) NOTESTO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note1. Description of Organization and Business Operations Liminatus Pharma,Inc. (successor to Iris Parent Holding Corp) (“Pharma” or the “Company”) wasincorporated in the State of Delaware on November23, 2022. The purpose of the Company is to facilitate the The Company selected December31 as its fiscalyear end. Wholly-owned Subsidiaries As of March31, 2025, the Company has two wholly-owned subsidiaries, Liminatus Pharma MergerSub,Inc., a Delaware corporation (“Liminatus Merger Sub”), and SPAC Merger Sub,Inc., a Delawarecorporation and wholly-owned subsidiary of the Company (“SPAC Merger Sub”). The purpose of thesetwo Business Combination On November30, 2022, Iris Acquisition Corp, a Delaware corporation (“Iris”), the Company, LiminatusPharma, LLC, a Delaware limited liability company (“Liminatus”), Liminatus Merger Sub and SPAC Merger Subentered into a business combination agreement (as it may be amended, supplemented or otherwise modified from On March4, 2025, Iris held a special meeting