Liminatus Pharma LLC and Iris Acquisition Corp to combine to incorporate and accelerate much-needed cancer treatments

Liminatus Pharma LLC (“Liminatus”), a clinical-stage biopharmaceutical company developing novel, immune-modulating cancer therapies and Iris Acquisition Corp (“Iris”) (Nasdaq: IRAA), a publicly traded special purpose acquisition company (“SPAC”) formed for the purpose of acquiring or merging with one or more businesses, today announced they have entered into a definitive business combination agreement. Upon closing of the transaction, the combined company will be renamed “Liminatus Pharma, Inc.”. The combined company’s common stock is expected to be listed on the Nasdaq Capital Market. The transaction funding includes commitments for a $15 million common stock PIPE financing and a $25 million convertible note financing to further support Liminatus’ business growth strategy.

As part of the agreement the new entity is expected to develop three much-needed cancer treatments which have originated from the Thomas Jefferson University (TJU) in the US and a South Korean biotech firm, Innobation Bio Ltd. (“Innobation”). The lead product candidate, the GCC Vaccine is currently in Phase II clinical trials and is designed to elicit immune responses against colorectal, pancreatic, gastric, and esophageal cancers that express Guanylyl Cyclase C (“GCC”). Further to the work in this area, Liminatus expects to use the increased capital from this agreement to progress its GCC CAR-T therapy to a first in human clinical trial, and complete IND enabling studies for its next generation CD47 immune checkpoint inhibitor.

About the Transaction

The business combination implies a pro forma enterprise value of the combined company of approximately $334 million. The combined company is expected to receive gross cash proceeds of up to $316 million, comprising the $276 million held in Iris’ trust account (assuming no redemptions by public shareholders of Iris) and a concurrent, committed $15 million equity PIPE financing of common stock issued at $10.00 per share and $25 million convertible note financing with an initial conversion rate of $11.50 per share of common stock, subject to future adjustments based upon the price of Iris’ publicly traded common stock. The combined company will bear deferred underwriting commissions and transaction expenses out of the gross proceeds.