On May 17, 2026, Liminatus Pharma, Inc. (the "Company") entered into a Merger Agreement (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with InnocsAI LLC, Delaware limited liability company ("InnocsAI"), and NamChul Jung, an individual, as the representative of the members of InnocsAI. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement.

 

Acquisition and Merger Consideration

 

Upon the closing of the transactions contemplated in the Merger Agreement, and subject to the terms and conditions set forth therein, and in accordance with the applicable provisions of the Delaware Corporation Law and the Delaware Limited Liability Company Act, InnocsAI will merge with an into a new wholly-owned Delaware subsidiary of the Company ("Merger Sub"), the separate corporate existence of the Company will cease and Merger Sub will continue as the surviving corporation (the "Merger").

 

Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid to existing members of InnocsAI is 1,600,000,000 shares of the Company's common stock, at an issue price of $0.20 per share (the "Closing Payment Shares"), and contingent value rights to be agreed upon by the parties representing in the aggregate the right to receive 20% of net proceeds from any future strategic sale, out-license, transfer, or exit of the assets acquired from InnocsAI. Upon the effectiveness of the Merger, all issued and outstanding membership interests of InnocsAI will be canceled and automatically converted into the Closing Payment. Valetudo Therapeutics LLC is a member of InnocsAI, and Chris Kim, the CEO and a director of the Company, is the CEO and controlling member of Valetudo Therapeutics LLC.