Iris Acquisition (IRAA) 8-KEntry into a Material Definitive Agreement

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): March 9, 2024

IRIS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

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:

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

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. ¨

Third Amendment to the Business Combination Agreement

On March 9, 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 third amendment (the “Third BCA Amendment”) to the Business Combination Agreement, dated November 28, 2022, as amended by the Amendment to Business Combination Agreement, dated June 1, 2023, and the Second Amendment to the Business Combination Agreement, dated August 14, 2023 (the “BCA”), to extend the date by which we must consummate a business combination to July 31, 2024.

Effect of the Third 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 Third 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 Third BCA Amendment is qualified in its entirety by reference thereto.

Certain Related Agreements

PIPE Equity Subscription Agreement and Convertible Note Subscription Agreement

Concurrently with the Third BCA Amendment, ParentCo, Iris and the PIPE subscriber entered into a second amendment (the “Second 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 (the “PIPE Equity Subscription Agreement”), pursuant to which the deadline for the Closing (as defined therein) of the PIPE Equity Subscription Agreement was extended to July 31, 2024.

Simultaneously with the Second Amendment to Equity PIPE, ParentCo, Iris and the PIPE subscriber entered into a second amendment (the “Second Amendment to Convertible Note PIPE”) to the Convertible Note Subscription Agreement, dated November 28, 2022, as amended by the Amendment to the Convertible Note Subscription Agreement, dated August 14, 2023 (the “Convertible Note Subscription Agreement), pursuant to which the deadline for the Closing (as defined therein) of the Convertible Note Subscription Agreement was extended to July 31, 2024.

The foregoing descriptions of the Second Amendment to Equity PIPE and the Second Amendment to Convertible Note PIPE do not purport to be complete and are qualified in their entirety by the terms and conditions of the Second Amendment to Equity PIPE and the Second Amendment 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.

(d) Exhibits.

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.