--- title: "Larimar Therapeutics swaps Blue Owl fund's 2,500,000 shares for Series" url: "https://aibio.space/news/larimar-therapeutics-swaps-blue-owl-funds-2-500-000-shares-series/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-12-17" section: "Financings" tickers: "NASDAQ:LRMR" source: "https://www.sec.gov/Archives/edgar/data/1374690/000119312525321738/d42051d8k.htm" summary: "Larimar Therapeutics agreed to swap 2,500,000 common shares held by a Blue Owl fund for 250,000 Series A convertible preferred shares, each convertible int" --- By the aibio.space news desk. Sources - [Larimar Therapeutics, Inc. Form 8-K filed December 17, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1374690/000119312525321738/d42051d8k.htm) - [Larimar Therapeutics, Inc. exhibit d42051dex101.htm to the December 17, 2025 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1374690/000119312525321738/d42051dex101.htm) - [Larimar Therapeutics, Inc. Form 10-K filed March 24, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1374690/000095017025043925/lrmr-20241231.htm) [LRMR](https://aibio.space/companies/larimar-therapeutics/) 2025-12-17 # Larimar Therapeutics swaps Blue Owl fund's 2,500,000 shares for Series A convertible preferred Tickers [LRMR](https://aibio.space/companies/larimar-therapeutics/) Larimar Therapeutics agreed to swap 2,500,000 common shares held by a Blue Owl fund for 250,000 Series A convertible preferred shares, each convertible into 10 common shares. The filing calls the preferred "toothless," and the holder can raise its conversion blocker to 19.99%. ## Key facts - **Company**: Larimar Therapeutics, Inc. (NASDAQ: LRMR) - **News type**: Financings - **Primary source**: [Larimar Therapeutics, Inc. Form 8-K filed December 17, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1374690/000119312525321738/d42051d8k.htm) *Two people shaking hands across a table. Photo: Kristin Hardwick, CC0, via StockSnap. The picture shows the field, not the companies named.* Larimar Therapeutics, Inc. (Nasdaq: [LRMR](https://aibio.space/companies/larimar-therapeutics/)) entered into an exchange agreement dated December 16, 2025, under which Blue Owl Healthcare Opportunities IV Public Investments LP gives up 2,500,000 shares of common stock for 250,000 shares of a newly designated Series A convertible preferred stock. The company disclosed the deal in a [Form 8-K filed December 17, 2025](https://www.sec.gov/Archives/edgar/data/1374690/000119312525321738/d42051d8k.htm) under Item 3.02, which covers unregistered sales of equity securities, and Item 5.03, which covers amendments to the articles of incorporation. ## How the exchange works The agreement is a letter addressed to Michael Celano at Larimar's office in Bala Cynwyd, Pennsylvania, and sets the closing no later than the close of business on the second business day after the agreement's date. The company filed a Certificate of Designation of Preferences, Rights and Limitations with the Delaware Secretary of State on December 16, 2025, to set out the rights of the new preferred stock. At closing, the holder transfers its common shares to Computershare Trust Company, N.A., the transfer agent, and Larimar and the holder jointly instruct Computershare to hold them in a reserve titled "Reserve for Conversion of Series A Preferred Stock to Common Stock." Larimar instructs the transfer agent to issue the preferred shares in book-entry form. The exchange relies on Section 3(a)(9) of the Securities Act, which exempts an exchange of one security for another with the same issuer. Larimar represents that it paid no commission for soliciting the exchange. The holder represents that it holds the shares free of any lien or encumbrance. ## What the preferred carries The filing says the preferred generally has no voting rights, except as required by law and except that a majority of the outstanding preferred holders must consent to any change in its terms. The filing calls the stock "toothless." Each preferred share converts into 10 common shares at the holder's option at any time. Conversion is limited by a blocker, which stops a holder from converting if the holder and its affiliates would then own more than 9.99% of the common stock outstanding immediately after the conversion. The holder may raise the blocker to no more than 19.99% on 60 days' notice. Larimar must keep the reserve large enough to permit conversion of all the preferred shares, and the agreement sizes that reserve without regard to any beneficial ownership limits. On a liquidation, dissolution or winding up, preferred holders share in distributions on the same footing as common holders. The preferred receives dividends only when they are declared on the common stock, in an equivalent amount calculated on an as-converted basis, and is otherwise not entitled to dividends. ## What the filings do not show The filings describe no cash payment to Larimar. The holder received no consideration for its shares other than the preferred stock, according to the agreement. The filing does not say why the holder chose a convertible instead of common stock. Neither the 8-K nor the exchange agreement names an underwriter, placement agent, financial advisor or counsel for the exchange, so the filings name no banks or advisors for this transaction. The 8-K is signed for Larimar by Carole S. Ben-Maimon, M.D., President and Chief Executive Officer, who also countersigned the exchange agreement. Kevin Raidy signed as an Authorized Signatory for the holder, acting through Blue Owl Healthcare Opportunities GP IV LLC, its general partner. ## The company Larimar's [annual report for 2024](https://www.sec.gov/Archives/edgar/data/1374690/000095017025043925/lrmr-20241231.htm) describes a clinical-stage company with one lead program, nomlabofusp, a subcutaneously administered recombinant fusion protein meant to deliver frataxin to the mitochondria of patients with Friedreich's ataxia, a rare, progressive and fatal disease. It reports $183.5 million of cash, cash equivalents and marketable securities as of December 31, 2024, which it expected to fund operations into the second quarter of 2026, and says it has no commercial revenue and may need more funding. The company intends to pursue accelerated approval, which the report cautions may not speed development or raise the chance of approval, and it lists additional clinical holds among the risks. The filings in this case give no cash balance after that date. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story LRMR Larimar Therapeutics, Inc. NASDAQ ยท United States Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/larimar-therapeutics-swaps-blue-owl-funds-2-500-000-shares-series/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Larimar Therapeutics swaps Blue Owl fund's 2,500,000 shares for Series", 2025-12-17, https://aibio.space/news/larimar-therapeutics-swaps-blue-owl-funds-2-500-000-shares-series/