Liminatus Pharma completed its acquisition of InnocsAI through an Amended and Restated Merger Agreement, enabling closing ahead of stockholder approval by using Series A Non-Voting Convertible Preferred Stock for a portion of the consideration. At closing on July 2, 2026, the company issued 11,188,729 common shares and 158,881.1271 shares of Series A Preferred, each convertible into 10,000 common shares upon future stockholder approval. Liminatus also granted registration rights to InnocsAI holders and secured two-year non-compete and non-solicitation covenants from key InnocsAI employees to safeguard the acquired business.

Agreement 1: Liminatus Pharma Closes Revised InnocsAI Merger Using Non-Voting Convertible Preferred

• Agreement type: Amended and Restated Merger Agreement
• Counterparty: InnocsAI
• Signed / Effective: Jun 29 2026 / Jul 02 2026
• Reason: Acquire InnocsAI while complying with Nasdaq issuance limits

Agreement 2: Liminatus Pharma Grants Registration Rights to InnocsAI Holders After Merger

• Agreement type: Registration Rights Agreement
• Counterparty: Existing members of InnocsAI
• Signed / Effective: Jun 29 2026 / Jul 02 2026
• Duration / Termination: At will
• Reason: Provide liquidity options for InnocsAI holders

Agreement 3: Liminatus Pharma Secures Two-Year Non-Compete From Key InnocsAI Employees

• Agreement type: Non-Competition and Non-Solicitation Agreement
• Counterparty: Certain key employees of InnocsAI
• Signed / Effective: Jun 29 2026 / Jul 02 2026
• Duration / Termination: 2 years post-closing
• Reason: Protect acquired business and relationships

Original SEC Filing: Liminatus Pharma, Inc. [ LIMN ] - 8-K - Jul. 06, 2026