UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 14, 2024, Larimar Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, Citigroup Global Markets Inc. and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 17,162,472 shares (the “Shares”) of the common stock, par value $0.001 per share (the “Common Stock”), of the Company at a public offering price of $8.74 per share, less the underwriting discounts and commissions. 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 2,574,370 shares of Common Stock (the “Additional Shares”) at the same price, which the Underwriters exercised on February 14, 2024.
Giving effect to the sale of the Additional Shares, the net proceeds to the Company from the Offering were approximately $161.8 million, after deducting underwriting discounts and commissions and estimated offering expenses.
Leerink Partners LLC, Citigroup Global Markets Inc. and Guggenheim Securities, LLC acted as joint bookrunning managers for the Offering. The Offering closed on February 16, 2024. All of the shares of Common Stock in the Offering were sold by the Company.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-268312), filed with the Securities and Exchange Commission on November 11, 2022 and declared effective on November 21, 2022.
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 Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Goodwin Procter LLP relating to the legality of the issuance and sale of the Shares and Additional Shares in the Offering is attached 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 14, 2024, by and among the Company, Leerink Partners LLC, Citigroup Global Markets Inc. and Guggenheim Securities, LLC, as representatives of the several underwriters named therin* | |
| 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 16, 2024