Liminatus Pharma Announces Proposed Merger with InnocsAI to Expand Oncology Cell Therapy Pipeline

FULLERTON, Calif., May 21, 2026 — Liminatus Pharma, Inc. (“Liminatus” or the “Company”) today announced that it has entered into a definitive Merger Agreement dated May 17, 2026, with InnocsAI LLC (“InnocsAI”), a biotechnology company focused on advanced CAR-T and antibody-based oncology therapies.

Under the terms of the Merger Agreement, InnocsAI will merge with and into a newly formed wholly owned Delaware subsidiary of Liminatus, with the subsidiary surviving as a wholly owned subsidiary of the Company. The transaction is intended to expand Liminatus’ oncology pipeline with multiple biologic and cellular therapy assets designed to address significant challenges in hematologic cancers and solid tumors.

Pursuant to the agreement, the existing members of InnocsAI will receive aggregate consideration consisting of 1.6 billion shares of Liminatus common stock at an issue price of $0.20 per 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.

“This proposed transaction represents a transformational opportunity for Liminatus to expand into next-generation oncology cell therapies,” said Chris Kim, Chief Executive Officer of Liminatus Pharma. “InnocsAI’s portfolio includes differentiated CAR-T technologies designed to address major limitations in current cancer therapies, including antigen escape, tumor heterogeneity, and the immunosuppressive tumor microenvironment. We believe these assets could position the Company for future development opportunities across both hematologic malignancies and solid tumors.”

Key Pipeline Assets Included in the Proposed Transaction

The assets to be acquired in the Merger include a portfolio of oncology-focused biologic and cellular therapy programs. The portfolio is centered on CAR-T and antibody-related technologies designed to address certain limitations observed in current approaches to hematologic malignancies and solid tumors, including antigen escape, tumor heterogeneity, limited T-cell persistence, tumor microenvironment-mediated suppression, and lineage-restricted target coverage. The Company believes that these assets may provide development opportunities across hematologic oncology, solid tumor indications, and future multi-target platform applications.

IBC101. IBC101 is an autologous CD19xCD22 bivalent CAR-T cell therapy candidate designed for relapsed or refractory B-cell malignancies. The product is intended to function as an OR-gate CAR-T therapy, enabling recognition of malignant B cells expressing either CD19 or CD22. According to company materials, IBC101 has received authorization from the Ministry of Food and Drug Safety of the Republic of Korea for a Phase 1/2a clinical study in relapsed or refractory diffuse large B-cell lymphoma, with Seoul St. Mary’s Hospital identified as the lead clinical site.

IBC101 is designed to address antigen escape and tumor heterogeneity, which are recognized mechanisms of relapse following single-antigen CD19-directed CAR-T therapy. By combining CD19 and CD22 targeting, IBC101 is intended to broaden antigen coverage in B-cell malignancies. Company materials also describe an ex vivo expansion process using IL-7 and IL-15, with the goal of supporting T-cell fitness and persistence. If successfully developed, IBC101 could represent a next-generation hematologic CAR-T candidate with potential applicability in relapsed or refractory DLBCL and other B-cell malignancies.

INC101. INC101 is a preclinical autologous bicistronic CAR-T cell therapy candidate for solid tumors based on a dual-antigen MSLNxCD276 design. The construct is designed as an AND-gate system in which mesothelin provides the primary tumor-associated activation signal and CD276, also known as B7-H3, provides a secondary costimulatory signal. This design is intended to improve tumor selectivity by requiring convergence of two tumor-associated signals.

The INC101 program is designed to address challenges that have limited CAR-T development in solid tumors, including on-target/off-tumor risk, antigen heterogeneity, tonic signaling, T-cell exhaustion, and tumor microenvironment-mediated suppression. Company materials describe a bicistronic architecture that separates activation and costimulation into two modules and incorporates engineering features intended to reduce signal leakage. A related follow-on construct, INC102, incorporates a dominant-negative TGF-β receptor armoring strategy intended to support T-cell function in TGF-β-rich tumor microenvironments. The proposed development focus includes biomarker-selected solid tumors with mesothelin and CD276 expression, including malignant pleural mesothelioma, ovarian cancer, pancreatic cancer, and other selected solid tumors.

CS1 Antibody Platform. The CS1 antibody platform consists of proprietary anti-CS1 monoclonal antibodies intended to serve as an enabling module for the Company’s hematologic CAR-T platform. Rather than being positioned primarily as a standalone CS1-directed CAR-T program, the CS1 binders are intended to be combined with the CD19xCD22 bivalent CAR-T backbone to support development of a potential CD19xCD22xCS1 trivalent CAR-T candidate.

This strategy is intended to extend the platform from B-cell malignancies into plasma-cell malignancies, including multiple myeloma. CD19 and CD22 are intended to provide coverage of B-cell leukemias and lymphomas, while CS1 is intended to add plasma-cell targeting capability. By integrating these targets into one trivalent CAR-T framework, the Company may be able to bridge B-cell malignancy and plasma-cell malignancy targeting strategies and support broader hematologic oncology platform-development opportunities.

Transaction Details

The proposed merger has been approved by the boards of directors/managers of both companies and remains subject to customary closing conditions, including shareholder approval, regulatory approvals and other conditions set forth in the Merger Agreement.

Additional information regarding the transaction 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.

About Liminatus Pharma, Inc.

Liminatus Pharma, Inc. is a biopharmaceutical company focused on the development of innovative therapies for oncology and other serious diseases.

Contacts

Liminatus Pharma, Inc.

Chris Kim, CEO — [email protected], (213) 273-5453