Liminatus Pharma, Inc. (Nasdaq: LIMN) ("Liminatus" or the "Company"), a biotechnology company developing innovative cancer therapies, announced that it has amended and restated the previously announced definitive merger agreement with InnocsAI LLC ("InnocsAI"), an oncology biotechnology company focused on next-generation cell therapy technologies.

The transaction has been re-structured to allow closing prior to obtaining stockholder approval, with closing now expected to occur on July 2, 2026, subject to the satisfaction or waiver of customary closing conditions.

Under the amended terms of the merger agreement, the equity holders of InnocsAI will receive merger consideration consisting of a combination of Liminatus common stock and newly designated non-voting convertible preferred stock, at an issue price of $0.20 per common share, representing an aggregate implied transaction value of approximately $320 million, together with contingent value rights representing the right to receive 20% of future net proceeds from certain strategic transactions involving the acquired assets.

Upon closing of the merger:

• The InnocsAI equity holders will receive shares of Liminatus common stock representing up to the maximum amount issuable without prior stockholder approval under applicable Nasdaq listing rules (or an estimated 19.99% of the Company's outstanding common stock immediately prior to the closing); and
• The balance of the merger consideration will consist of shares of newly designated non-voting convertible preferred stock.

The non-voting convertible preferred stock will not be convertible into common stock unless and until the Company has obtained stockholder approval for the issuance of the underlying common shares to the extent required under applicable Nasdaq listing rules.

The merger consideration is expected to be issued following the closing in accordance with the amended terms of the merger agreement and related transaction documents.

"This merger represents a transformational step in Liminatus' strategy to build a diversified oncology biotechnology company," said Chris Kim, Chief Executive Officer of Liminatus Pharma. "InnocsAI's innovative cell therapy platform complements our existing immuno-oncology programs and significantly broadens our development pipeline while providing multiple opportunities to create long-term shareholder value."

Strategic Benefits

The combined company is expected to benefit from:

• An expanded oncology pipeline spanning cell therapy and immunotherapy.
• Multiple preclinical product candidates.
• Proprietary intellectual property supporting future oncology development.
• Increased opportunities for strategic partnerships and licensing.
• A diversified platform targeting both hematologic malignancies and solid tumors.

Following closing, Liminatus intends to pursue integration activities, file a registration statement on Form S-1 relating to the merger consideration, seek the required stockholder approvals, and continue advancing the combined oncology pipeline.

Additional information regarding the amended and restated merger agreement will be included in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).