Liminatus Pharma Amends Merger Agreement With InnocsAI to Expand Oncology Pipeline

Corporate ActionM&A · Partnership
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Summary · why it matters

Liminatus Pharma has amended and restated its definitive merger agreement with InnocsAI LLC, allowing the deal to close prior to obtaining stockholder approval, with closing now expected on July 2, 2026. Under the amended terms, InnocsAI equity holders will receive a mix of Liminatus common stock and newly designated non-voting convertible preferred stock, issued at $0.20 per common share, representing an implied transaction value of approximately $320 million, plus contingent value rights tied to 20% of future net proceeds from certain strategic transactions involving the acquired assets. InnocsAI holders will receive Liminatus common shares up to the maximum allowed without prior stockholder approval under Nasdaq rules, estimated at 19.99% of outstanding shares immediately before closing, with the remainder in non-voting convertible preferred stock that can only be converted into common shares once stockholder approval is obtained. Liminatus CEO Chris Kim stated that the merger is a transformational step to build a diversified oncology biotechnology company, with InnocsAI's cell therapy platform complementing Liminatus' immuno-oncology programs and broadening its pipeline.

Impact on stocks 1

Biotech & Genomic Medicine · 1 stocks

Theme Impact 2

Off-coverage companies 1

InnocsAI LLCPrivate▲ Positive
Capitalrelevance

InnocsAI equity holders receive ~$320M implied value plus contingent value rights.

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