Liminatus Pharma Inc 2025年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit andpost such files). Yes☒No☐ 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 growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant include in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2025, the registrant had 26,014,633 shares of common stock, $0.0001 par value, issued and outstanding. The aggregate market value of the voting andnon-voting shares of the registrant’s common stock held by non-affiliates as of June 30, 2025, based on the closing price of the registrant’s common stock on Nasdaq, wasapproximately $221 million. As of March 27, 2026, the registrant had 44,877,633 shares of common stock, $0.0001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None TABLE OF CONTENTS CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS PART IItem 1.Business.Item 1A. Risk Factors.Item 1B. Unresolved Staff Comments.Item 1C.Cybersecurity.Item 2.Properties.Item 3.Legal Proceedings.Item 4.Mine Safety Disclosures. PART II16Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities.16Item 6.[Reserved]16Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.17Item 7A.Quantitative and Qualitative Disclosures About Market Risk.22Item 8.Financial Statements and Supplementary Data.22Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.23Item 9A. Controls and Procedures.23Item 9B. Other Information.24Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.24 PART III25Item 10.Directors, Executive Officers and Corporate Governance.25Item 11.Executive Compensation31Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters35Item 13.Certain Relationships and Related Transactions, and Director Independence37Item 14.Principal Accountant Fees and Services.38 PART IV40Item 15.Exhibits; Financial Statement Schedules.40Item 16.Form 10-K Summary42 SIGNATURES CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS This Annual Report contains statements that are forward-looking and as such are not historical facts. This includes, butis not limited to, statements regarding the Company or its management team’s expectations, hopes, beliefs, intentionsorstrategies regarding the future.In addition,any statements that refer to projections,forecasts or othercharacterizations of future events or circumstances, including any underlying assumptions, are forward-lookingstatements. The words “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,”“foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would”and similar expressions (or the negative version of s