Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 6, 2026, Liminatus Pharma, Inc. (the "Company") entered into a settlement and release agreement (the "Settlement Agreement") with Clear Street LLC (the "Holder"), pursuant to which the Company agreed to issue 4,000,000 shares (the "Shares") of its common stock, par value $0.0001 per share ("Common Stock"), to the Holder in exchange for the surrender and cancellation of 805,377 warrants (the "Warrants") to purchase shares of Common Stock held by the Holder.

No commission or other remuneration was paid or given, directly or indirectly, in connection with the exchange of the Warrants for the Shares.

Pursuant to the Settlement Agreement, the Company and the Holder agreed to dismiss (a) an action pending in the United States District Court for the Central District of California and (b) an action pending in the United States District Court for the Southern District of New York, in which, on September 11, 2025, the Court entered a default judgment against the Company in the amount of $7,500,000 plus approximately $515,000 in interest, which judgment was registered in the Central District of California on October 22, 2025.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The issuance of the Shares for the Warrants has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.