[8-K] Larimar Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Larimar Therapeutics entered an exchange agreement with Blue Owl Healthcare Opportunities IV Public Investments LP, under which the stockholder exchanged 2,500,000 shares of common stock for 250,000 shares of newly designated Series A convertible preferred stock.

Each preferred share is convertible into 10 common shares, subject to a 9.99% beneficial ownership Conversion Blocker, which holders may increase to 19.99% upon 60 days’ notice. The Preferred Stock generally has no voting rights other than as required by law and to approve changes to its terms, participates pari passu with common stock in dividends and liquidation on an as-converted basis, and was issued in reliance on the Section 3(a)(9) exemption from Securities Act registration.

false 0001374690 --12-31 0001374690 2025-12-16 2025-12-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 16, 2025

Larimar Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36510		20-3857670
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Three Bala Plaza East, Suite 506 Bala Cynwyd, Pennsylvania		19004
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (844) 511-9056

(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:

☐ 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
Common Stock, par value $0.001 per share		LRMR		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 3.02 Unregistered Sales of Equity Securities.

On December 16, 2025, Larimar Therapeutics, Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with Blue Owl Healthcare Opportunities IV Public Investments LP (the “Stockholder”), pursuant to which the Stockholder exchanged 2,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for 250,000 shares of newly designated Series A convertible preferred stock, a “toothless” preferred stock, par value $0.001 per share (the “Preferred Stock”) (the “Exchange”).

On December 16, 2025, in connection with the Exchange, the Company filed a Certificate of Designation of Preferences, Rights and Limitations (the “Certificate of Designation”) setting forth the preferences, rights and limitations of the Preferred Stock with the Secretary of State of the State of Delaware. Each share of the Preferred Stock will be convertible into 10 shares of Common Stock at the option of the holder at any time, subject to certain limitations, including that the holder will be prohibited from converting Preferred Stock into Common Stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own a number of shares of Common Stock above a conversion blocker, which is initially set at 9.99% (the “Conversion Blocker”) of the total Common Stock then issued and outstanding immediately following the conversion of such shares of Preferred Stock. Holders of the Preferred Stock are permitted to increase the Conversion Blocker to an amount not to exceed 19.99% upon 60 days’ notice.

Shares of Preferred Stock will generally have no voting rights, except as required by law and except that the consent of a majority of the holders of the outstanding Preferred Stock will be required to amend the terms of the Preferred Stock. In the event of the Company’s liquidation, dissolution or winding up, holders of Preferred Stock will participate pari passu with any distribution of proceeds to holders of Common Stock. Holders of Preferred Stock are entitled to receive when, as and if dividends are declared and paid on the Common Stock, an equivalent dividend, calculated on an as-converted basis. Shares of Preferred Stock are otherwise not entitled to dividends.

The Preferred Stock ranks (i) senior to any class or series of capital stock of the Company hereafter created specifically ranking by its terms junior to the Preferred Stock; (ii) on parity with the Common Stock and any class or series of capital stock of the Company created specifically ranking by its terms on parity with the Preferred Stock; and (iii) junior to any class or series of capital stock of the Company created specifically ranking by its terms senior to any Preferred Stock, in each case, as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily.

The Exchange closed on December 16, 2025. The Preferred Stock was issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.

The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein. A summary of the rights, preferences and privileges of the Preferred Stock described above does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information contained above in Item 3.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Below is a list of exhibits included with this Current Report on Form 8-K.

Exhibit No.		Document
3.1		Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock*
10.1		Exchange Agreement, dated December 16, 2025, by and between Larimar Therapeutics, Inc. and the Stockholder named therein*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

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.

Larimar Therapeutics, Inc.
By:		/s/ Carole S. Ben-Maimon, M.D.
Name:		Carole S. Ben-Maimon, M.D.
Title:		President and Chief Executive Officer

Date: December 17, 2025

FAQ

What corporate action did Larimar Therapeutics (LRMR) disclose in this filing?

Larimar Therapeutics disclosed that it entered into an exchange agreement with Blue Owl Healthcare Opportunities IV Public Investments LP, exchanging existing common shares held by that stockholder for newly created Series A convertible preferred stock.

How many Larimar Therapeutics common shares were exchanged and for how many preferred shares?

The stockholder exchanged 2,500,000 shares of Larimar common stock for 250,000 shares of Series A convertible preferred stock, described as a "toothless" preferred stock.

What are the conversion terms of Larimar Therapeutics’ Series A convertible preferred stock?

Each share of Larimar’s Series A convertible preferred stock is convertible into 10 shares of common stock at the option of the holder, subject to a beneficial ownership Conversion Blocker.

What ownership limits apply when converting the Series A preferred stock of Larimar Therapeutics?

The Series A preferred includes a Conversion Blocker initially set at 9.99% of Larimar common stock outstanding immediately after conversion. Holders may increase this blocker to up to 19.99% by giving 60 days’ notice.

Do holders of Larimar Therapeutics’ Series A preferred stock have voting rights?

Shares of Larimar’s Series A preferred stock will generally have no voting rights, except as required by law and to approve amendments to the terms of the preferred stock by consent of a majority of its holders.

How does Larimar’s Series A preferred stock rank relative to common stock in liquidation and dividends?

In a liquidation, dissolution or winding up, holders of the Series A preferred participate pari passu with holders of common stock. They are entitled to receive equivalent dividends on an as-converted basis when dividends are declared on common stock, but are otherwise not entitled to dividends.

Under what securities law exemption was Larimar’s Series A preferred stock issued?

Larimar issued the Series A convertible preferred stock without registration under the Securities Act of 1933, relying on the Section 3(a)(9) exemption for exchanges with existing security holders.