Liminatus Pharma Has Fourteen Trading Sessions To Show A $1 Bid. Its Reverse Split Is Authorized, But No Ratio Has Been Announced.

by Jonas Halvorsen · August 16, 2026

Companies Reporter, The MicroCap Herald

Liminatus Pharma, Inc. (Nasdaq: LIMN), a Fullerton, California oncology developer whose lead program the company describes as IBA101, a humanized anti-CD47 monoclonal antibody, said in a release datelined Fullerton, Thursday, Aug. 13, 2026 at 07:15 ET that its common stock was transferred from the Nasdaq Global Market to the Nasdaq Capital Market effective Aug. 4, and that a Nasdaq Hearings Panel granted the company additional time to demonstrate compliance with the exchange's minimum bid price requirement. Under the Panel's decision, per that release, the company has until Sept. 3, 2026. The exchange and ticker in this article are taken from that release, which identifies the company as Nasdaq: LIMN.

That date is close. Sept. 3, 2026 is a Thursday. Counting forward from Monday, Aug. 17 — the first session after the Friday, Aug. 14 close, the last completed U.S. session — there are fourteen trading days through Sept. 3 inclusive: Aug. 17 through 21, Aug. 24 through 28, Aug. 31, and Sept. 1, 2 and 3. Labor Day, the next U.S. equity market holiday, falls on Monday, Sept. 7, after the deadline, so no session is subtracted from that count.

Fourteen sessions matters because bid-price compliance is not demonstrated in a day. Nasdaq's rulebook, at Rule 5810(c)(3)(A), states: "Compliance can be achieved during any compliance period by meeting the applicable standard for a minimum of 10 consecutive business days during the applicable compliance period, unless Staff exercises its discretion to extend this 10 day period as discussed in Rule 5810(c)(3)(H)." That sentence is the current published text on Nasdaq's own Listing Center rulebook page for the 5800 Series — not a regulator's description of a proposed rule change, and not a superseded version reproduced elsewhere. The standard itself is $1: Nasdaq's Continued Listing Guide puts the minimum bid price requirement at $1 for both the Capital Market, under Listing Rules 5550(a) and 5550(b), and the Global Market, under Rules 5450(a) and 5450(b).

Two things about that citation need stating precisely, because the page carries both a long history and a live caveat. The amendment stamp printed under Rule 5810 runs from its March 12, 2009 adoption through dozens of changes and ends with "amended Jul. 22, 2026 (SR-NASDAQ-2026-004)." The same page displays a notice reading, "The SEC has stayed the approval order for this rule filing. For more information see the attached Order." That notice appears under both Rule 5810 and Rule 5815.

The notice does not put the ten-business-day sentence in doubt, and it is worth being explicit about why, because the two facts sit next to each other on the page. SR-NASDAQ-2026-004 is Nasdaq's new continued listing standard requiring a minimum $5 million market value of listed securities — a separate requirement that, as filed, would allow suspension after 30 consecutive business days below the threshold with no customary cure period. Read directly, the filing adds that new market value requirement to the Global Market and Capital Market continued listing rules and makes conforming changes to the deficiency-notification and hearings rules. It does not rewrite the ten-consecutive-business-day sentence in Rule 5810(c)(3)(A).

The stay runs the other way from what a glance at the banner might suggest. Securities Lawyer 101 reported that the July 22 approval order was automatically stayed on July 29, 2026 under SEC Rule of Practice 431(e) after Cemtrex, Inc. and the Small Public Company Coalition filed notices of intention to petition the Commission for review, and that Nasdaq-listed companies accordingly remain subject to the continued listing rules that were in effect before the July 22 order. On that account the stayed text is the new $5 million standard, which is not operative; the ten-consecutive-business-day provision is older, unstayed text, and it is the version governing this clock.

So the arithmetic on the published rule tightens further. A run of ten consecutive business days that finishes on or before Sept. 3 has to begin no later than Friday, Aug. 21 — Aug. 21, 24, 25, 26, 27, 28, 31 and Sept. 1, 2 and 3 is exactly ten. Aug. 21 is the fifth session from Monday. This is arithmetic on the rule text and the company's stated deadline, not a statement from Nasdaq or the company: the Aug. 13 release does not say how many days the Panel will require, and the rule reserves discretion to Staff to extend the ten-day period.

The tool the company has for closing a bid-price gap is a reverse split, and it is authorized but not yet used. The company's Form 8-K reporting the results of its Aug. 3, 2026 annual meeting, read here through StockTitan's page for that filing, quotes the filing as authorizing the board of directors, at its discretion, to approve a reverse stock split of the common stock "at a ratio of up to 1-for-50 shares, with such ratio to be determined by the Board of Directors." The vote on that proposal, per the same filing text, was 30,123,230 shares for, 2,305,303 against and 17,840 abstaining, with no broker non-votes. Stockholders also ratified Withum Smith+Brown PC as the company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2026, by 31,489,701 for to 893,511 against with 63,161 abstaining. Those figures are drawn from the filing text reproduced on that page, not from StockTitan's own summary of it.

Every share and price figure in this article is stated on a pre-reverse-split basis, because no reverse split has been effected. Two share counts in the company's filings do not line up, and both are given here rather than one. The preliminary proxy statement carrying a June 30, 2026 date gave 50,607,633 shares of common stock outstanding as of the record date — outstanding, not voted, not volume. The Aug. 3 annual meeting 8-K records holders of 32,446,373 shares of common stock, or approximately 48.31% of the outstanding shares entitled to vote as of that meeting's record date, as present — shares represented and voted, a figure that checks out as the exact sum of the votes cast on every proposal. Taken at face value, 32,446,373 at 48.31% implies roughly 67 million shares outstanding, well above the proxy's 50,607,633. The two figures carry different as-of dates and different nouns, and the documents read for this article do not reconcile them; this desk is not going to guess at a bridge. For the same reason no post-split share count is given here: dividing a disputed base by 50 would only look precise.

The Panel proceeding did not begin with the bid price. In a release datelined May 21, 2026 at 20:28 ET — a Thursday evening — Liminatus said it had received a notice on Nov. 19, 2025 that it no longer met the Nasdaq Global Market's requirements for market value of listed securities under Listing Rule 5450(b)(2)(A) and market value of publicly held shares under Rule 5450(b)(2)(C), thresholds the release put at $50 million and $15 million respectively. That compliance period ended May 18, 2026, and a further notice dated May 20, 2026 confirmed the company had not regained compliance. The release said trading would be suspended at the opening of business on May 29, 2026 unless the company requested an appeal by May 27, and stated that the company intended to timely request an appeal before the Panel.

The bid-price problem ran on its own separate clock. The preliminary proxy statement identified non-compliance with Nasdaq Listing Rule 5450(a)(1) — the Global Market's minimum bid price standard — and a 180-day cure period expiring July 14, 2026, a Tuesday. So by the time the Panel issued the decision described in the Aug. 13 release, two deficiencies were live at once: the market-value standards that produced the delisting determination, and a bid-price cure window that had already lapsed.

Rule 5815(c)(1)(A), published on the same Listing Center page, provides that a Panel may "grant an exception to the continued listing standards for a period not to exceed 180 days from the date of the Staff Delisting Determination with respect to the deficiency for which the exception is granted." Rule 5815 carries the same Jul. 22, 2026 amendment stamp and the same stay notice, and the same distinction applies: the 180-day cap is long-standing text that the stayed filing did not rewrite. If the May 20, 2026 notice the company described is the Staff Delisting Determination, that outer bound falls on Nov. 16, 2026. The Panel's Sept. 3 date sits well inside it. The Aug. 13 release does not explain how the date was chosen.

Three things the Aug. 13 release does not contain are worth naming plainly. It does not mention the market value of listed securities or market value of publicly held shares standards that produced the May delisting determination. It makes no reference to a reverse stock split at all — not a ratio, not an effective date, not the shareholder authorization granted ten days earlier. And it does not state the number of consecutive days at or above $1.00 that the Panel will accept as a demonstration of compliance. Those are absences in the document, and this article draws no conclusion from them.

The company's recent financing history is on the same pre-split basis. In a release datelined June 3, 2026 at 08:30 ET, Liminatus said the exercise price of existing warrants was reduced to $0.18 per share and warrants covering an aggregate of 10,344,000 shares of common stock were exercised, producing gross proceeds of approximately $1.9 million prior to deducting fees to the financial advisor and estimated expenses. Holders received new unregistered warrants covering 20,688,000 shares of common stock at an exercise price of $0.18, not exercisable until the company obtains stockholder approval in accordance with Nasdaq rules and expiring five years from the date such approval is obtained. Maxim Group LLC acted as warrant inducement agent and financial advisor.

The merger the company announced in May has since been restructured, and the earlier terms should not be read as current. In a release datelined May 21, 2026 at 08:04 ET, Liminatus announced a merger under a May 17, 2026 agreement with InnocsAI, with InnocsAI to merge with and into a newly formed wholly owned Delaware subsidiary, and stated consideration of 1.6 billion shares of Liminatus common stock at $0.20 per share, an implied transaction value of approximately $320 million. A later release datelined June 30, 2026 at 4:30 p.m. ET said the transaction had been re-structured to allow closing prior to obtaining stockholder approval, with consideration instead consisting of a combination of common stock and newly designated non-voting convertible preferred stock at an issue price of $0.20 per common share, still an implied value of approximately $320 million, the common component capped at roughly 19.99% of outstanding shares under Nasdaq rules and the preferred convertible only upon stockholder approval to the extent Nasdaq rules require it. Contingent value rights representing 20% of future net proceeds from certain strategic transactions involving the acquired assets appear in both releases. The June 30 release said closing was expected on July 2, 2026, subject to customary conditions; no release announcing a completed closing appears in the company's news feed as reviewed for this article, and this article does not assert whether the merger has closed.

The risks in a listing-clock story of this kind should be stated flatly rather than left to inference. The company's annual report for the fiscal year ended Dec. 31, 2025, read here through StockTitan's rendering of that filing, disclosed substantial doubt about its ability to continue as a going concern, and gave cash of $337,655 at Dec. 31, 2025, a net loss of $10,206,517 for the year and an accumulated deficit of $38,871,733. A Panel exception is by its terms a temporary reprieve, and the May release shows what the alternative stage looks like: trading suspension absent a timely appeal. A reverse split at up to 1-for-50 would cut the share count sharply without changing the business, and the warrant and merger structures described above contemplate substantial further issuance. None of that is a prediction about the outcome of the Sept. 3 date, which no document cited here forecasts.

For readers following listing clocks rather than pipelines, the checkable items over the next two weeks are narrow and dated: whether the company announces a reverse split ratio and an effective date, and how many of the fourteen sessions between Aug. 17 and Sept. 3 remain when it does. Nothing in the documents cited here states what happens if the Sept. 3 date passes without a demonstration of compliance, and this article does not speculate.