Larimar swaps 2,500,000 common shares for 250,000 Series A preferred with Blue Owl fund

Larimar Therapeutics, Inc. (Nasdaq: LRMR) entered into an exchange agreement on January 21, 2026 with Blue Owl Healthcare Opportunities IV Public Investments LP. Under the agreement, the stockholder handed over 2,500,000 shares of Larimar common stock in exchange for 250,000 shares of Series A convertible preferred stock. The company reported the deal in an 8-K filed January 22, 2026, under Items 3.02 and 5.03. The exchange was expected to close on January 23, 2026.

What the preferred carries

The Series A preferred was set up in a Certificate of Designation filed in Delaware on December 16, 2025. Each share converts into 10 shares of common stock, subject to certain limitations. The preferred generally has no voting rights except as required by law. On liquidation it shares pari passu with common stock. The 8-K calls it "toothless" preferred stock.

Larimar also filed a Certificate of Amendment on January 21, 2026 to raise the authorized Series A shares from 250,000 to 500,000. The 8-K says that change was made solely to increase the authorized number. The shares are being issued without registration under the Securities Act, in reliance on the exemption in Section 3(a)(9).

The 8-K names no placement agent, underwriter or financial adviser for the exchange. It describes no cash payment to Larimar, and it does not state why the company agreed to the exchange.

The lead program and its data

Larimar is a clinical-stage company developing nomlabofusp, a subcutaneously administered recombinant fusion protein designed to deliver frataxin to the mitochondria of patients with Friedreich's ataxia, a rare and progressive disease. The company says no treatment addresses the core deficit of that disease. It has completed two Phase 1 trials and a Phase 2 dose exploration trial, and it has an ongoing Phase 2 open-label extension and a pharmacokinetic run-in study in adolescents.

The dose exploration study was small and short. Its 25 mg cohort had 13 participants and its 50 mg cohort had 15, randomized 2:1 to drug or placebo over four weeks. The company's main evidence is that tissue frataxin levels rose in buccal cells and skin, which are surrogate measures rather than clinical outcomes. In the open-label extension, two participants had serious adverse events, one seizure and one anaphylactic reaction. Both resolved within 24 hours, and both participants withdrew from the study. The company describes early clinical data as showing trends toward improvement across several outcomes, but it does not describe those trends as statistically significant.

The cash runway the company described

In its annual report for 2024, Larimar said it had cash, cash equivalents and marketable securities of $183.5 million at December 31, 2024. It said that amount would fund operations into the second quarter of 2026. That estimate dates from a year before the exchange. The 8-K describes no cash coming to Larimar from the Blue Owl exchange. On the 8-K's terms, the preferred stock is not a new source of funds.

Larimar received access to the UK's Innovative Licensing and Access Pathway for FA in September 2024, and nomlabofusp holds orphan drug designations in the United States and the European Union, along with access to the PRIME scheme in Europe. The company says those designations are meant to speed time to market. They do not add cash.

The company has also said that after completing enrollment and at least one participant completes a year of dosing, its extension study data will be compared with a matched control arm drawn from the Friedreich's Ataxia Clinical Outcome Measures Study database. The annual report gives no date for that comparison.

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