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In a recent SEC filing, Iris Acquisition Corp, a company trading under the symbol IRAAU on the OTC Pink market, announced key developments affecting its listing status and corporate governance. The filing, dated March 4, 2025, detailed the company’s delisting from the Nasdaq Stock Market LLC ("Nasdaq") and the results of a special meeting of stockholders. According to InvestingPro data, the company currently maintains a market capitalization of $14.35 million, with an overall Financial Health Score rated as "FAIR."
The delisting process was initiated on March 5, 2025, when Nasdaq filed a Form 25 with the SEC to remove Iris Acquisition Corp’s common stock from its listing. This action will take effect ten days post-filing. However, the company’s securities have been traded on the OTC Market since September 6, 2024, and the delisting from Nasdaq is not expected to impact trading on the OTC Market.
During the special meeting held on March 4, 2025, shareholders voted on several key proposals, all of which received unanimous support. The proposals included the adoption of a business combination agreement with Liminatus Pharma, LLC, and the approval of the issuance of ParentCo common stock in the Business Combination. Additionally, the ParentCo 2025 Omnibus Equity Incentive Plan was approved, and various governance provisions were adopted in the ParentCo Certificate of Incorporation.
Shareholders also voted in favor of changing the public entity’s name from Iris Acquisition Corp to Liminatus Pharma, Inc., authorizing the issuance of up to 500,000,000 shares of common stock and 1,000,000 shares of "blank check" preferred stock. Other governance-related provisions, such as director removal terms and the increase in vote thresholds for approving amendments to the ParentCo Certificate of Incorporation and bylaws, were also approved.
Furthermore, the election of four directors to serve on the board of the post-combination company was confirmed. Lastly, a proposal to adjourn the special meeting to a later date, if necessary, was approved, although no adjournment was deemed necessary.
The filing also mentioned that stockholders holding 59,844 public shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.47 per share, totaling approximately $686,411. Financial metrics from InvestingPro indicate potential liquidity concerns, with a current ratio of 0.05 and short-term obligations exceeding liquid assets. InvestingPro subscribers have access to 11 additional key insights about IRAAU’s financial position and market performance.
This report, based on the SEC filing, contains forward-looking statements that are subject to risks, uncertainties, and assumptions, and actual events could differ materially from those anticipated. The company has stated it will not update any forward-looking statements unless required by law.
In other recent news, Iris Acquisition Corp has made significant strides in its planned merger with Liminatus Pharma, LLC. The company has filed a preliminary proxy statement with the SEC, a critical step in the business combination process. This merger, initially announced in November 2022, involves several entities, including Iris Parent Holding Corp and Liminatus Pharma Merger Sub, Inc. Additionally, Iris Acquisition Corp has extended the merger timeline, setting a new deadline of June 30, 2025, to finalize the transaction. The extension allows more time to meet the necessary conditions for the merger’s completion, alongside amendments to the Equity Subscription Agreement.
In another development, Iris Acquisition Corp has revised its financial statements for two quarters in 2024 due to an undisclosed material related party transaction. This correction involved a $1.216 million loan from Hana Immunotherapeutics, LLC, which facilitated a management change in the company’s sponsor. Following this, significant management changes occurred, with Iris Equity Holdings LLC taking over as the new managing member. The company’s Audit Committee is collaborating with Marcum LLP to rectify these financial oversights. These recent developments are crucial for investors tracking Iris Acquisition Corp’s progress and financial disclosures.
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