Larimar Therapeutics, Inc. 8-K

What Happened

• Larimar Therapeutics, Inc. announced on January 21, 2026 that it entered into an Exchange Agreement with Blue Owl Healthcare Opportunities IV Public Investments LP to exchange 2,500,000 shares of the company’s common stock for 250,000 shares of newly created Series A convertible preferred stock. The company filed a Certificate of Amendment on January 21, 2026 to increase the authorized Series A shares from 250,000 to 500,000. The Exchange is expected to close on January 23, 2026, and the preferred shares will be issued without registration under the Securities Act pursuant to Section 3(a)(9).

Key Details

• Exchange parties and dates: Exchange Agreement dated January 21, 2026; expected close January 23, 2026.
• Conversion ratio: each Series A preferred share is convertible into 10 shares of common stock (250,000 preferred × 10 = 2,500,000 common shares), subject to certain limitations in the Certificate of Designation.
• Rights and ranking: Series A is described as a “toothless” preferred — generally non-voting except as required by law; in liquidation it participates pari passu with holders of common stock; ranks senior to any future junior series and on parity with common for distributions.
• Corporate action: Certificate of Amendment filed to raise authorized Series A shares from 250,000 to 500,000 to permit issuance.

Why It Matters

• Capital-structure impact: the exchange replaces 2.5M common shares with 250,000 convertible preferred shares that can convert back into up to 2.5M common shares (subject to limitations). This changes the company’s security mix (adding convertible preferred) and could affect future voting and dilution dynamics depending on if and when conversion occurs.
• Governance and investor implications: because the Series A is generally non-voting, the exchange is unlikely to transfer voting control, but it does create a convertible claim that ranks and converts according to the filed Certificate of Designation and Amendment.
• Regulatory/formal note: the issuance relies on the Section 3(a)(9) exemption (exchange of securities) and was documented by the Exchange Agreement and Certificate of Amendment filed as exhibits to the 8‑K.