| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Larimar Therapeutics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
THREE BALA PLAZA EAST, SUITE 506, BALA CYNWYD,
PENNSYLVANIA
, 19004. |
Item 1 Comment:
This Amendment No. 11 (this "Amendment") to Schedule 13D is filed by (i) Deerfield Private Design Fund III, L.P. ("Deerfield Private Design Fund III"), (ii) Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Healthcare Innovations Fund"), (iii) Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design Fund IV"), (iv) Deerfield Partners, L.P. ("Deerfield Partners"), (v) Deerfield Mgmt III, L.P. ("Deerfield Mgmt III"), (vi) Deerfield Mgmt HIF, L.P. ("Deerfield Mgmt HIF"), (vii) Deerfield Mgmt IV, L.P. ("Deerfield Mgmt IV"), (viii) Deerfield Mgmt, L.P. ("Deerfield Mgmt"), (ix) Deerfield Management Company, L.P. ("Deerfield Management") and (x) James E. Flynn ("Flynn" and, together with Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund, Deerfield Private Design Fund IV, Deerfield Partners, Deerfield Mgmt III, Deerfield Mgmt HIF, Deerfield Mgmt IV, Deerfield Mgmt and Deerfield Management, the "Reporting Persons"), with respect to the securities of Larimar Therapeutics, Inc. (as amended by Amendment No.1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and this Amendment No. 11, the "Schedule 13D"). Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund, Deerfield Private Design Fund IV and Deerfield Partners are collectively referred to herein as the "Funds".
Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D is hereby amended by adding the following:
On February 27, 2026, Deerfield Private Design Fund III, Deerfield Private Design Fund IV, Deerfield Healthcare Innovations Fund and Deerfield Partners purchased 1,084,010, 1,084,012, 831,978 and 2,000,000 shares of Common Stock (collectively, the "February 2026 Shares"), respectively, at a price of $5.00 per share, or aggregate purchase prices of $5,420,050, $5,420,060, $4,159,890 and $10,000,000, respectively. Each Fund utilized available cash assets to acquire the February 2026 Shares. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended by adding the following:
Each Fund acquired its February 2026 Shares for investment purposes in an underwritten offering conducted by the Company (the "February 2026 Offering") pursuant to the Prospectus Supplement, dated as of February 25, 2026, to the Issuer's Prospectus, dated as of May 24, 2024 (the "February 2026 Offering"). |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:
(1) Deerfield Private Design Fund III
Number of shares: 10,622,928
Percentage of shares: 10.25%*
(2) Deerfield Healthcare Innovations Fund
Number of shares: 8,153,107
Percentage of shares: 7.87%*
(3) Deerfield Private Design Fund IV
Number of shares: 10,622,957
Percentage of shares: 10.25%*
(4) Deerfield Partners
Number of shares: 6,207,982
Percentage of shares: 5.99%*
(5) Deerfield Mgmt III
Number of shares: 10,622,928 (comprised of shares held by Deerfield Private Design Fund III)
Percentage of shares: 10.25%*
(6) Deerfield Mgmt HIF
Number of shares: 8,153,107 (comprised of shares held by Deerfield Healthcare Innovations Fund)
Percentage of shares: 7.87%*
(7) Deerfield Mgmt IV
Number of shares: 10,622,957 (comprised of shares held by Deerfield Private Design Fund)
Percentage of shares: 10.25%*
(8) Deerfield Mgmt
Number of shares: 6,207,982 (comprised of shares held by Deerfield Partners)
Percentage of shares: 5.99%*
(9) Deerfield Management
Number of shares: 35,667,474 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Private Design Fund IV, Deerfield Healthcare Innovations Fund, Deerfield Partners and shares underlying options held by Jonathan Leff at the direction and for the benefit of Deerfield Management)
Percentage of shares: 34.41%*
(10) James E. Flynn
Number of shares: 35,667,474 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Private Design Fund IV, Deerfield Healthcare Innovations Fund, Deerfield Partners and shares underlying options held by Jonathan Leff at the direction and for the benefit of Deerfield Management)
Percentage of shares: 34.41%*
* Throughout this report, the percentage of outstanding Common Stock beneficially owned by the Reporting Persons reflects 103,590,392 shares of Common Stock outstanding, including shares issued in the February 2026 Offering, based on information set forth in the Prospectus Supplement, dated as of February 25, 2026, filed by the Company with the Securities and Exchange Commission on February 26, 2026. |
| (b) | Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:
(1) Deerfield Private Design Fund III
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 10,622,928
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 10,622,928
(2) Deerfield Healthcare Innovations Fund
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 8,153,107
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 8,153,107
(3) Deerfield Private Design Fund IV
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 10,622,957
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 10,622,957
(4) Deerfield Partners
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 6,207,982
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 6,207,982
(5) Deerfield Mgmt III
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 10,622,928
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 10,622,928
(6) Deerfield Mgmt HIF
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 8,153,107
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 8,153,107
(7) Deerfield Mgmt IV
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 10,622,957
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 10,622,957
(8) Deerfield Mgmt
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 6,207,982
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 6,207,982
(9) Deerfield Management
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 35,667,474
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 35,667,474
(10) James E. Flynn
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 35,667,474
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 35,667,474
James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, Deerfield Mgmt IV, Deerfield Mgmt HIF, Deerfield Mgmt, and Deerfield Management. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III. Deerfield Mgmt HIF is the general partner of Deerfield Healthcare Innovations Fund. Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV. Deerfield Mgmt is the general partner of Deerfield Partners. Deerfield Management is the investment manager of each of Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund, Deerfield Private Design Fund IV and Deerfield Partners. |
| (c) | Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:
Except as set forth in Item 3 of this Schedule 13D, no Reporting Person has effected any transactions in the Common Stock during the past 60 days. |
