Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 19, 2024

IRIS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Delaware		001-40167		85-3901431
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3rd Floor Zephyr House

122 Mary Street, George Town

PO Box 10085

Grand Cayman KY1-1001, Cayman Islands

(Address of principal executive offices) (Zip Code)

971 4 3966949

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant	IRAAU	The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share	IRAA	The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	IRAAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

Fourth Amendment to the Business Combination Agreement

On July 19, 2024, Iris Acquisition Corp, a Delaware corporation (“we,” “our,” or “Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”) and Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”), entered into a fourth amendment (the “Fourth BCA Amendment”) to the Business Combination Agreement, dated November 30, 2022, as amended by the Amendment to Business Combination Agreement, dated June 1, 2023, the Second Amendment to Business Combination Agreement, dated August 14, 2023, and the Third Amendment to Business Combination Agreement, dated March 9, 2024 (the “BCA”), to extend the date by which we must consummate a business combination to September 3, 2024.

Effect of the Fourth BCA Amendment

Other than the extension of the date by which we must consummate a business combination, all of the terms, covenants, agreements, and conditions of the BCA remain in full force and effect in accordance with its original terms.

A copy of the Fourth BCA Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Fourth BCA Amendment is qualified in its entirety by reference thereto.

Certain Related Agreements

PIPE Equity Subscription Agreement and Convertible Note Subscription Agreement

On July 23, 2024, ParentCo, Iris and the PIPE subscriber entered into a third amendment (the “Third Amendment to Equity PIPE”) to the Equity Subscription Agreement, dated November 28, 2022, as amended by the Amendment to Subscription Agreement, dated August 14, 2023, and the Second Amendment to the Subscription Agreement, dated March 9, 2024 (the “PIPE Equity Subscription Agreement”), pursuant to which the Subscriber’s number of Subscribed Shares (as defined therein) was amended to 2,500,000 shares, the Subscriber’s aggregate Purchase Price (as defined therein) was amended to $25,000,000, and the deadline for which the Subscriber can terminate the PIPE Equity Subscription Agreement was extended to September 3, 2024.

Concurrently with the Third Amendment to Equity PIPE, ParentCo, Iris and the PIPE subscriber entered into a termination agreement (the “Termination Agreement to Convertible Note PIPE”) pursuant to which the Convertible Note Subscription Agreement, dated November 28, 2022, as amended by the Amendment to Convertible Note Subscription Agreement, dated August 14, 2023, and the Second Amendment to Convertible Note Subscription Agreement, dated March 9, 2024 (the “Convertible Note Subscription Agreement”) and the Unsecured Subordinated Convertible Note, dated November 28, 2022 (the “Convertible Note”), were terminated.

The foregoing descriptions of the Third Amendment to Equity PIPE and the Termination Agreement to Convertible Note PIPE do not purport to be complete and are qualified in their entirety by the terms and conditions of the Third Amendment to Equity PIPE and the Termination Agreement to Convertible Note PIPE, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Fourth Amendment to Business Combination Agreement, dated as of July 19, 2024, by and among the Company, Iris Parent Holding Corp. and Liminatus Pharma, LLC.
10.1		Third Amendment to PIPE Subscription Agreement, dated July 23, 2024, by and among Iris Acquisition Corp and Iris Parent Holding Corp.
10.2		Termination Agreement to Convertible Note PIPE, dated July 23, 2024, by and among Iris Acquisition Corp, Iris Parent Holding Corp., and the PIPE Subscriber.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		IRIS ACQUISITION CORP

Date: July 25, 2024	By:	/s/ Sumit Mehta
		Name:	Sumit Mehta
		Title:	Chief Executive Officer

Exhibit 2.1

FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT

This Fourth Amendment to Business Combination Agreement (this “Amendment”) is entered into as of July 19, 2024, by and among Iris Acquisition Corp, a Delaware corporation (the “SPAC”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Liminatus Pharma, LLC, a Delaware limited liability company (the “Company”). Each of SPAC, ParentCo, and the Company is also referred to herein as a “Party” and, collectively, the “Parties”.

RECITALS

WHEREAS, the Parties, along with Liminatus Pharma Merger Sub, Inc., a Delaware corporation, and SPAC Merger Sub, Inc., a Delaware corporation, entered into that certain Business Combination Agreement, dated November 30, 2022 (the “BCA”);

WHEREAS, the Parties previously entered into that certain Amendment to Business Combination Agreement, dated June 1, 2023, to, among other things, extend the Outside Date (as defined in the BCA) to September 11, 2023;

WHEREAS, the Parties previously entered into that certain Second Amendment to Business Combination Agreement, dated August 14, 2023, to among other things, extend the Outside Date (as defined in the BCA) to March 9, 2024;

WHEREAS, the Parties previously entered into that certain Third Amendment to Business Combination Agreement, dated March 9, 2024, to among other things, extend the Outside Date (as defined in the BCA) to July 31, 2024;

WHEREAS, the Parties desire to further amend the BCA to extend the Outside Date; and

WHEREAS, Section 11.1 of the BCA provides that the BCA may only be amended by a written instrument executed by SPAC, ParentCo, and the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the BCA, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto do hereby agree as follows:

1.             Definitions. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the BCA.

2.             Amendment to BCA.

(a)           Section 10.1(c).    Section 10.1(c) of the BCA is hereby amended and restated in its entirety to read as follows:

“by the Company or SPAC by written notice to the other Party if the consummation of the transactions contemplated by this Agreement shall not have occurred on or before September 3, 2024 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 10.1(c) shall not be available to any Party that has materially breached any of its representations, warranties, covenants or agreements under this Agreement (including, with respect to the Company, any breach by ParentCo) if such material breach is the primary cause of or has resulted in the failure of the transactions contemplated by this Agreement to be consummated on or before such date;”

3.             Effect on BCA. Except as set forth in this Amendment, all of the terms, covenants, agreements, and conditions of the BCA shall remain in full force and effect in accordance with its original terms.

4.             Prior Agreements. This Amendment supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings will have no further force or effect, and the Parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.

5.             Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to any conflicts of laws principles thereto that would call for the application of the laws of any other jurisdiction.

6.             Counterparts, Facsimile Signatures. This Amendment may be executed in any number of identical counterparts, each of which, for all purposes, is to be deemed an original, and all of which constitute, collectively, one and the same Amendment. Signatures transmitted by electronic means such as email or facsimile shall have the same legal effect as an original signature hereto.

[Signature page to follow.]

IN WITNESS WHEREOF, this Fourth Amendment to Business Combination Agreement has been duly executed and delivered by each of the Parties as of the date first above written.

	SPAC

	Iris Acquisition Corp

	By:	/s/ Sumit Mehta
	Name:	Sumit Mehta
	Title:	Chief Executive Officer

	COMPANY

	Liminatus Pharma, LLC

	By:	/s/ Chris Kim
	Name:	Chris Kim
	Title:	CEO, Secretary and Treasurer

	PARENTCO

	Iris Parent Holding Corp.

	By:	/s/ Chris Kim
	Name:	Chris Kim
	Title:	CEO, Secretary and Treasurer

Signature Page to Fourth Amendment to Business Combination

Exhibit 10.1

THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT

This Third Amendment to Subscription Agreement (this “Amendment”) is entered into as of July 23, 2024, by and among Iris Acquisition Corp, a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), Ewon Comfortech Co., Ltd., a South Korean company (“Subscriber”), and Liminatus Pharma, LLC, a Delaware limited liability company (“Liminatus”). Each of Iris, ParentCo, Subscriber and Liminatus is also referred to herein as a “Party” and, collectively, the “Parties”.

RECITALS

WHEREAS, Iris, ParentCo and Subscriber entered into that certain Subscription Agreement, dated November 28, 2022 (the “Subscription Agreement”);

WHEREAS, the Parties previously entered into that certain Amendment to Subscription Agreement, dated August 14, 2023, to among other things, extend the Closing Date (as defined in the Subscription Agreement) to March 9, 2024, and that certain Second Amendment to Subscription Agreement, dated March 9, 2024, to among other things, extend the Closing Date (as defined in the Subscription Agreement) to July 31, 2024;

WHEREAS, the Parties desire to further amend the Subscription Agreement as set forth herein; and

WHEREAS, Section 9(i) of the Subscription Agreement provides that the Subscription Agreement may only be amended by a written instrument executed by each of the Parties.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Subscription Agreement, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto do hereby agree as follows:

1.             Definitions. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Subscription Agreement.

2.             Third Amendment to Subscription Agreement.

(a)           The “Number of Subscribed Shares subscribed for” on Subscriber’s signature page to the Subscription Agreement is hereby amended and restated in its entirety to state: 2,500,000 shares.

(b)           The “Aggregate Purchase Price” on Subscriber’s signature page to the Subscription Agreement is hereby amended and restated in its entirety to state: $25,000,000.

(c)             Clause (c) of the first sentence of Section 6 of the Subscription Agreement is hereby amended and restated in its entirety to read as follows:

“by written notice from Subscriber given any time on or after September 3, 2024, if the Closing has not occurred by such date and the terminating party’s breach was not the primary reason the Closing failed to occur by such date, (the termination events described in clauses (a)–(c) above, collectively, the “Termination Events”); provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination or common law intentional fraud in the making of any representation or warranty hereunder, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach or fraud.”

3.             Effect on Subscription Agreement. Except as set forth in this Third Amendment, all of the terms, covenants, agreements, and conditions of the Subscription Agreement shall remain in full force and effect in accordance with its original terms.

4.             Prior Agreements. This Third Amendment supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.

5.             Governing Law. This Third Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to any conflicts of laws principles thereto that would call for the application of the laws of any other jurisdiction.

6.             Counterparts, Facsimile Signatures. This Third Amendment may be executed in any number of identical counterparts, each of which, for all purposes, is to be deemed an original, and all of which constitute, collectively, one and the same Third Amendment. Signatures transmitted by electronic means such as email or facsimile shall have the same legal effect as an original signature hereto.

[Signature page to follow.]

IN WITNESS WHEREOF, this Third Amendment to Subscription Agreement has been duly executed and delivered by each of the Parties as of the date first above written.

	IRIS

	Iris Acquisition Corp

	By:	/s/ Sumit Mehta
	Name:	Sumit Mehta
	Title:	Chief Executive Officer

	PARENTCO

	Iris Parent Holding Corp.

	By:	/s/ Chris Kim
	Name:	Chris Kim
	Title:	CEO, Secretary and Treasurer

	SUBSCRIBER

	Ewon Comfortech Co., Ltd.

	By:	/s/ Kyeong Hoon
	Name:	Kyeong Hoon
	Title:	President

	LIMINATUS

	Liminatus Pharma, LLC

	By:	/s/ Chris Kim
	Name:	Chris Kim
	Title:	CEO, Secretary and Treasurer

Signature Page to Third Amendment to Subscription Agreement

Exhibit 10.2

TERMINATION AGREEMENT

This Termination Agreement (this “Agreement”), dated July 23, 2024 (the “Effective Date”), is made by and among Iris Acquisition Corp., a Delaware corporation (“Iris”), Iris Parent Holding Corp., a Delaware corporation (“ParentCo”), and Ewon Comfortech Co. Ltd., a South Korean company (“Subscriber”).

RECITALS

WHEREAS, the parties hereto previously entered into that certain Convertible Note Subscription Agreement, dated November 28, 2022, as amended by that certain Amendment to Convertible Note Subscription Agreement, dated August 14, 2023 and Second Amendment to Convertible Note Subscription Agreement, dated March 9, 2024 (as amended, the “Note Subscription Agreement”);

WHEREAS, in connection with the Note Subscription Agreement, ParentCo issued that certain Unsecured Subordinated Convertible Note, dated November 28, 2022, in favor of Subscriber in the amount of $25,000,000 (the “Convertible Note”); and

WHEREAS, concurrently with this Agreement, the parties hereto are entering into an amendment to that certain Subscription Agreement, dated November 28, 2022, as amended by that certain Amendment to Subscription Agreement, dated August 14, 2023 and Second Amendment to Subscription Agreement, dated March 9, 2024, to increase the capital commitment of Subscriber thereunder (the “Subscription Amendment”);

WHEREAS, in connection with the Subscription Amendment, the parties hereto desire to terminate and cancel any and all rights, title and interest of all parties in and to the Note Subscription Agreement and the Convertible Note.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.     Cancellation and Termination. Subject to the terms and conditions of this Agreement, the Note Subscription Agreement and the Convertible Note shall be cancelled and terminated in their entirety. In connection therewith, no party shall retain any right or interest in the Note Subscription Agreement or the Convertible Note or any rights in connection therewith. Each party hereto hereby waives any notice or other requirements under the Note Subscription Agreement or the Convertible Note in order to properly effect the transactions contemplated hereby, including the termination thereof.

2.     Representations and Warranties; Acknowledgements. Each party represents and warrants that:

(a)           it has the legal capacity to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby;

(b)           this Agreement has been duly and validly executed and delivered by it and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes the valid, legal and binding obligations of such party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and

(c)           it covenants and agrees to execute and deliver any additional documents and take any other actions necessary to carry out the transactions contemplated hereby.

3.     Entire Agreement. This Agreement represents the entire agreement and understanding among the parties with respect to the matters set forth herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by an officer, employee or representative of any party hereto.

4.     Assignment; Amendment; Waiver. This Agreement shall be binding upon the successors, legal representatives, and permitted assigns of the parties. No assignment of any rights or delegation of any obligations provided for herein may be made by any party without the express written consent of the other parties hereto and any attempted assignment of this Agreement not in accordance with the terms of this Section 4 shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. This Agreement may be amended or modified only by a written agreement executed and delivered by each party hereto and any purported amendment by any party or parties hereto effected in a manner which does not comply with this Section 4 shall be void. Any agreement on the part of any party hereto to any extension or waiver hereunder shall be valid only if set forth in a written instrument signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.

5.     Waiver of Jury Trial. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION (WHETHER IN CONTRACT OR TORT) BROUGHT BY OR AGAINST IT THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT.

6.     Miscellaneous. The parties acknowledge and agree that the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. If any term, provision, agreement, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, agreements, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. This Agreement may be executed in counterparts (including by “.pdf” or other similar electronic transmission), and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding Agreement on the part of each of the undersigned. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof.

7.     Governing Law. This Agreement and all claims, disputes, and controversies arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles that would result in the application of any law other than the law of the State of New York.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

	IRIS:

	Iris Acquisition Corp.

	By:	/s/ Sumit Mehta
	Name:	Sumit Mehta
	Title:	Chief Executive Officer

	PARENTCO:

	Iris Parent Holding Corp.

	By:	/s/ Chris Kim
	Name:	Chris Kim
	Title:	CEO, Secretary and Treasurer

	SUBSCRIBER:

	Ewon Comfortech Co. Ltd.

	By:	/s/ Kyeong Hoon Lee
	Name:	Kyeong Hoon
	Title:	President

EXECUTING SOLELY FOR THE PURPOSES OF EXPRESSLY ACKNOWLEDGING AND CONSENTING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT

LIMINATUS:

Liminatus Pharma, LLC

By:	/s/ Chris Kim
Name:	Chris Kim
Title:	CEO, Secretary and Treasurer

[Signature Page to Termination Agreement]

Cover	Jul. 19, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 19, 2024
Entity File Number	001-40167
Entity Registrant Name	IRIS ACQUISITION CORP
Entity Central Index Key	0001831874
Entity Tax Identification Number	85-3901431
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3rd Floor Zephyr House
Entity Address, Address Line Two	122 Mary Street, George Town
Entity Address, Address Line Three	PO Box 10085
Entity Address, City or Town	Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-1001
City Area Code	971
Local Phone Number	4 3966949
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Unit [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Trading Symbol	IRAAU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	IRAA
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	IRAAW
Security Exchange Name	NASDAQ