Larimar Therapeutics to exchange 2,500,000 common shares for Series A preferred stock

Larimar Therapeutics, Inc. (Nasdaq: LRMR) agreed on January 21, 2026 to exchange 2,500,000 shares of its common stock, held by one stockholder, for 250,000 shares of a new Series A convertible preferred stock. The company reported the exchange in a Form 8-K filed January 22, 2026 under Item 3.02, Unregistered Sales of Equity Securities. The stockholder receives no consideration other than the preferred shares, so Larimar receives no cash. The exchange is expected to close on January 23, 2026.

Who is on the other side

The stockholder is Blue Owl Healthcare Opportunities IV Public Investments LP. Under the exchange agreement, it will transfer the 2,500,000 common shares and receive 250,000 preferred shares. Kevin Raidy signed for the stockholder as an authorized signatory of its general partner, Blue Owl Healthcare Opportunities GP IV LLC. Carole S. Ben-Maimon, M.D., Larimar's president and chief executive officer, signed the 8-K.

The 8-K names no placement agent, underwriter or financial adviser for the exchange, and it does not name counsel to either party.

The preferred stock

Each share of Series A preferred converts into 10 shares of common stock, subject to limits. The exchange agreement says the 250,000 preferred shares will convert into a total of 2,500,000 common shares, subject to beneficial ownership limits in the certificate of designation. The 8-K itself calls the preferred stock "toothless." It generally carries no voting rights except as required by law. On liquidation it shares pari passu with common stockholders.

Larimar filed the certificate of designation on December 16, 2025. On January 21, 2026, in connection with the exchange, it filed a certificate of amendment that raised the authorized number of Series A shares from 250,000 to 500,000. The 8-K says the amendment was filed solely to increase that number.

Closing and reserve

The agreement calls for closing by the close of business on the second business day after January 21, 2026. The stockholder will transfer its common shares to Computershare Trust Company, N.A., the transfer agent, which will place them in a reserve titled "Reserve for Conversion of Series A Preferred Stock to Common Stock." The preferred shares will be issued in book-entry form. Larimar agrees to keep that reserve in place so the common shares can be issued on conversion without regard to any beneficial ownership limit.

The shares will be issued without registration under the Securities Act of 1933, relying on Section 3(a)(9). Both sides state that no commission or other remuneration was paid for soliciting the exchange. New York law governs the agreement.

The company and its pipeline

Larimar's annual report on Form 10-K, filed March 24, 2025, describes it as a clinical-stage biotechnology company developing treatments for complex rare diseases with its cell penetrating peptide platform. Its lead product candidate, nomlabofusp, is a subcutaneously administered recombinant fusion protein meant to deliver frataxin to the mitochondria of patients with Friedreich's ataxia. The company says nomlabofusp would be the first potential therapy designed to raise frataxin levels in these patients.

The financial picture

The 8-K does not discuss Larimar's cash, losses or runway, and the business section of the March 2025 annual report does not give recent financial figures. The exchange itself brings in no money. It changes the form of a stockholder's holding, and it adds a preferred class that the company must keep a reserve for. The 8-K does not state Larimar's total common shares outstanding, so the exchange's share of the total cannot be measured from it.

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