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:
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