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

Rhea-AI Filing Summary

Larimar Therapeutics, Inc. entered into an underwriting agreement to sell 20,000,000 shares of common stock at a public offering price of $5.00 per share. The underwriters also received a 30-day option to buy up to 3,000,000 additional shares, which was fully exercised on February 26, 2026.

After underwriting discounts, commissions and estimated expenses, the Company expects net proceeds of approximately $107.6 million from this offering. All shares are being sold by the Company under an existing Form S-3 shelf registration, and the offering is expected to close on February 27, 2026, subject to customary closing conditions.

Insights

Capital markets analyst

Larimar raises ~$107.6M through an underwritten stock offering.

Larimar Therapeutics is issuing 20,000,000 common shares at $5.00 each, with underwriters exercising an additional 3,000,000-share option in full. This fully subscribed deal indicates completed bookbuilding and provides a clear equity financing structure under an existing Form S-3 shelf.

The Company expects net proceeds of about $107.6 million after underwriting discounts, commissions and estimated offering expenses. All shares are newly issued by the Company, so cash flows in to Larimar in exchange for equity, while no selling stockholders participate in this transaction.

The offering is expected to close on February 27, 2026, subject to customary closing conditions. Subsequent periodic filings may detail how this additional capital affects the Company’s cash runway, R&D funding plans, and overall balance sheet strength.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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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): February 25, 2026

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 1.01 Entry into a Material Definitive Agreement.

On February 25, 2026, Larimar Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of an aggregate of 20,000,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company at a public offering price of $5.00 per share (the “Offering”). Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days following the date of the Underwriting Agreement, to purchase up to an additional 3,000,000 shares of Common Stock (the “Optional Shares” and together with the Firm Shares, the “Shares”) at the same price, less the underwriting discounts and commissions, which the Underwriters exercised in full on February 26, 2026.

Giving effect to the sale of the Optional Shares, the net proceeds to the Company from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $107.6 million. All of the Shares in the Offering are being sold by the Company.

J.P. Morgan Securities LLC and Guggenheim Securities, LLC acted as joint bookrunning managers for the Offering. LifeSci Capital LLC and William Blair & Company, L.L.C. acted as bookrunners for the Offering. Citizens JMP Securities, LLC acted as lead manager for the Offering. JonesTrading Institutional Services LLC acted as co-manager for the Offering. The Offering is expected to close on February 27, 2026, subject to the satisfaction of customary closing conditions.

The Offering is being made pursuant to a prospectus supplement, dated February 25, 2026, filed with the Securities and Exchange Commission (“Commission”) on February 26, 2026 and an accompanying base prospectus that forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-279275), filed with the Commission on May 9, 2024 and declared effective by the Commission on May 24, 2024.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

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
1.1		Underwriting Agreement, dated February 25, 2026, by and among the Company and J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein*
5.1		Opinion of Goodwin Procter LLP*
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)*
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: February 26, 2026

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 242.4 KB
• EX-5.1 EX-5.1 7.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB