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Larimar Therapeutics holders approve raising authorized shares to 215,000,000

Tickers LRMR

Authorized common stock rises from 115,000,000 to 215,000,000 shares, against 103,882,937 shares outstanding at the March 25, 2026 record date.

Key facts

Company
Larimar Therapeutics, Inc. (NASDAQ: LRMR)
News type
Listings
Primary source
Larimar Therapeutics, Inc. 8-K (2026-05-19)
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Larimar Therapeutics, Inc. (Nasdaq: LRMR) stockholders approved an amendment to the company's Ninth Amended and Restated Certificate of Incorporation that raises the number of authorized shares of common stock from 115,000,000 to 215,000,000. The vote took place at the 2026 Annual Meeting of Stockholders, held virtually on May 19, 2026, and the company reported the result the same day in a Form 8-K under Item 5.07.

Authorized shares are the ceiling on how many shares a company can issue. The 8-K does not say why the company asked for the higher ceiling or whether it plans to use it.

The vote

The amendment received 89,732,486 votes for, 1,046,555 against and 106,889 abstentions, and the 8-K records no broker non-votes on that proposal. A companion proposal to adjourn the meeting if the increase lacked enough votes passed with 89,887,684 for, 958,761 against and 39,485 abstentions. The company says the adjournment was not needed. As of the March 25, 2026 record date, 103,882,937 common shares were outstanding and entitled to vote.

Frank Thomas, Carole S. Ben-Maimon, M.D., and Joseph Truitt were elected Class III directors to serve until the 2029 annual meeting. Thomas received 66,827,378 votes for and 8,569,298 withheld. Ben-Maimon received 67,314,208 for and 8,082,468 withheld. Truitt received 66,445,617 for and 8,951,059 withheld. Each director election recorded 15,489,254 broker non-votes.

On executive pay, stockholders approved the 2025 compensation of named executive officers on an advisory basis, with 73,822,237 votes for and 1,498,429 against. On how often to hold that advisory vote, 72,645,858 votes favored every year, 2,633,106 favored every three years and 71,449 favored every two years. The board decided to hold the pay vote every year. PricewaterhouseCoopers LLP was ratified as the auditor for 2026, with 90,784,651 votes for and 72,972 against.

What the annual report says about cash

The company's 2025 annual report, filed March 19, 2026, puts cash, cash equivalents and marketable securities at $136.9 million as of December 31, 2025. Together with net proceeds of $107.6 million from its February 2026 public offering of common stock, the company says it anticipates that cash will fund operations into the second quarter of 2027.

The same report shows a net loss of $165.7 million for 2025, against a net loss of $80.6 million in 2024. The company used $113.2 million in operations in 2025, up from $70.8 million in 2024. Research and development expense was $154.2 million in 2025, compared with $73.3 million the year before.

The lead drug's safety and evidence

Nomlabofusp is Larimar's lead candidate, a subcutaneous fusion protein meant to deliver frataxin to the mitochondria of patients with Friedreich's ataxia, a rare, progressive and fatal disease. The annual report says the drug holds Orphan Drug, Fast Track, Pediatric Rare Disease and Breakthrough Therapy designations from the FDA, and that approximately 8,000 doses have been given across the clinical program.

The open-label study has produced safety flags. In data the company reported in December 2024 from 14 participants, two had serious adverse events, one seizure and one anaphylactic reaction. Both events resolved within 24 hours, and both participants were withdrawn from the study. In March 2025 the company's Safety Monitoring Team identified anaphylaxis as an adverse drug reaction likely associated with nomlabofusp.

Those December 2024 results were early and small. Tissue frataxin levels increased and were maintained at day 90, and the company describes early trends toward improvement in clinical outcomes at that point. The efficacy case leans on frataxin levels. The FDA has said, as part of the START pilot program, that it is open to considering frataxin concentration as a reasonably likely surrogate endpoint, but the annual report says acceptability to support accelerated approval "will be a matter of review in a future marketing application." A surrogate is not a clinical outcome.

The company is also planning to enroll children directly into the ongoing open-label study. The company began introducing a lyophilized formulation into that study in July 2025, which the report describes as the formulation intended for commercialization.

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