NEW YORK & LONDON– 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.
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.
The transaction, which has been approved by Liminatus’s and Iris’ boards of directors, is expected to close in the first half of 2023, subject to review by the Securities and Exchange Commission (“SEC”) and effectiveness of the registration statement on Form S-4 to be filed with the SEC, approval by Iris’ shareholders, and satisfaction of the closing conditions set forth in the business combination agreement, including any applicable regulatory approvals.
“The agreement with Iris and the treatments we are now set to develop which have originated from leading global cancer scientists at the Thomas Jefferson University in the US and from Innobation in South Korea, will be a game changer for this area of the healthcare market. There is a significant unmet need for improved treatment for the cancer indications we are targeting, and with the increased capital, we are hopeful that the timelines for getting these potentially life-saving medicines to market have been accelerated”, said Chris Kim, CEO Liminatus.
Sumit Metha, CEO of Iris, commented, “Immuno-therapies are much in-demand and we believe they are one of the most promising medical treatments for cancer. This deal presents a good opportunity for our company to tap into a rapidly growing global cancer immunotherapy market, expected to hit around $262 billion dollars by 2030. We are very confident that our investors will be excited for this deal because of the position of these treatments in their development cycle, the global demand and the excellent team of scientific advisors and executives at Liminatus.”
