Amendment: SEC Form SCHEDULE 13D/A filed by Larimar Therapeutics Inc.
$LRMR
Biotechnology: Pharmaceutical Preparations
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
|
Larimar Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
517125100 (CUSIP Number) |
David Clark Deerfield Management Company, L.P., 345 Park Avenue, 12th Floor New York, NY, 10010 212-551-1600 Elliot Press Deerfield Management Company, L.P., 345 Park Avenue, 12th Floor New York, NY, 10010 212-551-1600 Jonathan D. Weiner, Esq. Katten Muchin Rosenman LLP, 50 Rockefeller Plaza New York, NY, 10020 212-940-8800 Mark D. Wood, Esq. Katten Muchin Rosenman LLP, 50 Rockefeller Plaza New York, NY, 10020 212-940-8800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 517125100 |
| 1 |
Name of reporting person
Deerfield Private Design Fund III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,538,918.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 517125100 |
| 1 |
Name of reporting person
Deerfield Healthcare Innovations Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,321,129.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.55 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 517125100 |
| 1 |
Name of reporting person
Deerfield Private Design Fund IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,538,945.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 517125100 |
| 1 |
Name of reporting person
Deerfield Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,207,982.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.91 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 517125100 |
| 1 |
Name of reporting person
Deerfield Mgmt III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,538,918.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comprised of shares of common stock held by Deerfield Private Design Fund III, L.P., of which Deerfield Mgmt III, L.P. is the general partner.
SCHEDULE 13D
|
| CUSIP No. | 517125100 |
| 1 |
Name of reporting person
Deerfield Mgmt HIF, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,321,129.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.55 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comprised of shares of common stock held by Deerfield Healthcare Innovations Fund, L.P., of which Deerfield Mgmt HIF, L.P. is the general partner.
SCHEDULE 13D
|
| CUSIP No. | 517125100 |
| 1 |
Name of reporting person
Deerfield Mgmt IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,538,945.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.14 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comprised of shares of common stock held by Deerfield Private Design Fund IV, L.P., of which Deerfield Mgmt IV, L.P. is the general partner.
SCHEDULE 13D
|
| CUSIP No. | 517125100 |
| 1 |
Name of reporting person
Deerfield Mgmt, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,207,982.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.91 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comprised of shares of common stock held by Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner.
SCHEDULE 13D
|
| CUSIP No. | 517125100 |
| 1 |
Name of reporting person
Deerfield Management Company, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,667,474.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Comprised of (i) an aggregate of 30,606,974 shares of common stock held by Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Healthcare Innovations Fund, L.P. and Deerfield Partners, L.P., of which Deerfield Management Company, L.P. is the investment manager and (ii) an aggregate of 60,500 shares of common stock issuable upon exercise of options (the "Leff Options") held by Jonathan Leff, an employee of Deerfield Management Company, L.P., for the benefit, and subject to the direction, of Deerfield Management Company, L.P. The Leff Options consist options that were granted to Mr. Leff on July 16, 2020, May 12, 2021, May 10, 2022, May 9, 2023 and May 29, 2024, each of which is fully vested.
SCHEDULE 13D
|
| CUSIP No. | 517125100 |
| 1 |
Name of reporting person
James E. Flynn | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,667,474.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Comprised of (i) an aggregate of 30,606,974 shares of common stock held by Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Healthcare Innovations Fund, L.P. and Deerfield Partners, L.P., of which Deerfield Management Company, L.P. is the investment manager and (ii) an aggregate of 60,500 shares of common stock issuable upon exercise of options (the "Leff Options") held by Jonathan Leff, an employee of Deerfield Management Company, L.P., for the benefit, and subject to the direction, of Deerfield Management Company, L.P. The Leff Options consist options that were granted to Mr. Leff on July 16, 2020, May 12, 2021, May 10, 2022, May 9, 2023 and May 29, 2024, each of which is fully vested. Mr. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 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. 10 (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 and this Amendment No. 10, 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". | ||
| Item 2. | Identity and Background | |
| (c) | 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 Company. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III. Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV. Deerfield Mgmt HIF is the general partner of Deerfield Healthcare Innovations Fund. Deerfield Mgmt is the general partner of Deerfield Partners. Deerfield Management Company is the investment manager of each Fund. Each Fund purchases, holds and sells securities and other investment products. Schedule A hereto sets forth information regarding persons referred in Instruction C to 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 July 31, 2025, Deerfield Private Design Fund III, Deerfield Private Design Fund IV and Healthcare Innovations Fund purchased 3,387,529, 3,387,539 and 2,599,932 shares of Common Stock (collectively, the "July 2025 Shares"), respectively, at a price of $3.20 per share, or aggregate purchase prices of $10,840,092.80, $10,840,124.80 and $8,319,782.40, respectively. Each Fund utilized available cash assets to acquire the July 2025 Shares. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended by adding the following:
Each Fund acquired its July 2025 Shares for investment purposes in an underwritten offering conducted by the Company (the "July 2025 Offering") pursuant to the Prospectus Supplement, dated as of July 31, 2025, to the Issuer's Prospectus, dated as of May 24, 2024 (the "July 2025 Offering"). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (1) Deerfield Private Design Fund III
Number of shares: 9,538,918
Percentage of shares: 11.14%*
(2) Deerfield Healthcare Innovations Fund
Number of shares: 7,321,129
Percentage of shares: 8.55%*
(3) Deerfield Private Design Fund IV
Number of shares: 9,538,945
Percentage of shares: 11.14%*
(4) Deerfield Partners
Number of shares: 4,207,982
Percentage of shares: 4.91%*
(5) Deerfield Mgmt III
Number of shares: 9,538,918 (comprised of shares held by Deerfield Private Design Fund III)
Percentage of shares: 11.14%*
(6) Deerfield Mgmt HIF
Number of shares: 7,321,129 (comprised of shares held by Deerfield Healthcare Innovations Fund)
Percentage of shares: 8.55%*
(7) Deerfield Mgmt IV
Number of shares: 9,538,945 (comprised of shares held by Deerfield Private Design Fund)
Percentage of shares: 11.14%*
(8) Deerfield Mgmt
Number of shares: 4,207,982 (comprised of shares held by Deerfield Partners)
Percentage of shares: 4.91%*
(9) Deerfield Management
Number of shares: 30,667,474 (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: 35.81%*
(10) James E. Flynn
Number of shares: 30,667,474 (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: 35.81%*
* Throughout this report, the percentage of outstanding Common Stock beneficially owned by the Reporting Persons reflects 85,590,392 shares of Common Stock outstanding, including shares issued in the July 2025 Offering, based on information set forth in the Prospectus Supplement, dated as of July 31, 2025, filed by the Company with the Securities and Exchange Commission on July 31, 2025. | |
| (b) | (1) Deerfield Private Design Fund III
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 9,538,918
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 9,538,918
(2) Deerfield Healthcare Innovations Fund
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 7,321,129
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 7,321,129
(3) Deerfield Private Design Fund IV
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 9,538,945
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 9,538,945
(4) Deerfield Partners
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 4,207,982
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 4,207,982
(5) Deerfield Mgmt III
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 9,538,918
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 9,538,918
(6) Deerfield Mgmt HIF
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 7,321,129
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 7,321,129
(7) Deerfield Mgmt IV
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 9,538,945
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 9,538,945
(8) Deerfield Mgmt
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 4,207,982
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 4,207,982
(9) Deerfield Management
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 30,667,474
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 30,667,474
(10) James E. Flynn
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 30,667,474
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 30,667,474
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) | 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. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Schedule A - Information Regarding Persons Referred to in Instruction C to Schedule 13D | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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