UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~Washington, ~~REPORT~~D.C. 20549

~~Pursuant~~FORM ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~8-K

~~Date~~CURRENT ~~of Report (Date of earliest event reported): February 24, 2026~~REPORT

~~Larimar~~Pursuant ~~Therapeutics,~~to ~~Inc.~~Section 13 or 15(d)

~~(Exact name~~ of ~~Registrant~~The asSecurities ~~Specified~~Exchange inAct ~~Its~~of ~~Charter)~~1934

Delaware	001-36510	20-3857670
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
Three Bala Plaza East
Bala Cynwyd, Pennsylvania		19004
(Address of Principal Executive Offices)		(Zip Code)

Date of Report (Date of earliest event reported): February 25, 2026

~~Registrant’s~~Larimar ~~Telephone Number~~Therapeutics, ~~Including Area Code: (844) 511-9056~~Inc.

(~~Former~~Exact ~~Name~~name orof ~~Former~~registrant ~~Address,~~as ifspecified ~~Changed~~in ~~Since~~its ~~Last Report~~charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Delaware

001-36510

20-3857670

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Three Bala Plaza East, Suite 506

Bala Cynwyd, Pennsylvania

19004

(Address of principal executive offices)

(Zip Code)

~~☐Soliciting~~Registrant’s ~~material~~telephone ~~pursuant~~number, toincluding ~~Rule~~area ~~14a-12~~code: ~~under the Exchange Act~~ (17844) ~~CFR 240.14a~~511-~~12)~~9056

~~☐Pre-commencement~~(Former ~~communications~~name ~~pursuant~~or toformer ~~Rule~~address, ~~14d-2(b)~~if ~~under~~changed ~~the~~since ~~Exchange~~last ~~Act (17 CFR 240~~report.~~14d-2(b~~))

~~☐Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~13e-4(c)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.13e-4(c))~~the following provisions:

~~Securities~~☐ ~~registered~~Written communications pursuant to ~~Section~~Rule ~~12(b)~~425 ofunder the Securities Act: (17 CFR 230.425)

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		LRMR		Nasdaq Global Market

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 14d-2(~~§ 230.405 of this chapter~~b) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§ 240.~~12b~~14d-2 ~~of this chapter~~(b). )

~~Emerging~~☐ ~~growth~~Pre-commencement ~~company~~communications ☐pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

IfSecurities anregistered ~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided~~ pursuant to Section 13 12(ab) of the ~~Exchange~~ Act~~. ☐~~:

Item 8.01 Other Events.

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

LRMR

Nasdaq Global Market

~~Press~~Indicate ~~Release~~by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

OnEmerging ~~February~~growth ~~24,~~company 2026, Larimar Therapeutics, Inc. (the “Company”) issued a press release announcing that the U.S. Food and Drug Administration has granted Breakthrough Therapy Designation to nomlabofusp for the treatment of adults and children with Friedreich’s ataxia. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.☐

~~Corporate~~If ~~Presentation~~an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

OnItem ~~February 24, 2026, the Company posted on its website an updated slide presentation, which is attached as Exhibit 99~~1.201 toEntry ~~this~~into ~~Current~~a ~~Report~~Material onDefinitive ~~Form 8-K and is incorporated herein by reference~~Agreement. ~~Representatives of the Company will use the presentation in various meetings with investors, analysts and other parties from time to time.~~

~~Item~~On 9February 25, 2026, Larimar Therapeutics, Inc.01 ~~Financial~~(the ~~Statements~~“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and ~~Exhibits~~Guggenheim Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of an aggregate of 20,000,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company at a public offering price of $5.00 per share (the “Offering”). Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days following the date of the Underwriting Agreement, to purchase up to an additional 3,000,000 shares of Common Stock (the “Optional Shares” and together with the Firm Shares, the “Shares”) at the same price, less the underwriting discounts and commissions, which the Underwriters exercised in full on February 26, 2026.

~~(d)~~Giving ~~Exhibits~~effect to the sale of the Optional Shares, the net proceeds to the Company from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $107.6 million. All of the Shares in the Offering are being sold by the Company.

~~Below~~J.P. isMorgan aSecurities ~~list~~LLC ofand ~~exhibits~~Guggenheim ~~included~~Securities, ~~with~~LLC ~~this~~acted ~~Current~~as ~~Report~~joint onbookrunning ~~Form~~managers 8for the Offering. LifeSci Capital LLC and William Blair & Company, L.L.C. acted as bookrunners for the Offering. Citizens JMP Securities, LLC acted as lead manager for the Offering. JonesTrading Institutional Services LLC acted as co-Kmanager for the Offering. The Offering is expected to close on February 27, 2026, subject to the satisfaction of customary closing conditions.

Exhibit No.		Document
99.1		Press release of Larimar Therapeutics, Inc., dated February 24, 2026*
99.2		Larimar Therapeutics, Inc. Corporate Presentation, dated February 24, 2026*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
*		Filed herewith

The Offering is being made pursuant to a prospectus supplement, dated February 25, 2026, filed with the Securities and Exchange Commission (“Commission”) on February 26, 2026 and an accompanying base prospectus that forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-279275), filed with the Commission on May 9, 2024 and declared effective by the Commission on May 24, 2024.

~~SIGNATURES~~The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

~~Pursuant~~The toforegoing ~~the~~summary ~~requirements~~ of the ~~Securities~~Underwriting ~~Exchange~~Agreement ~~Act~~is ofqualified ~~1934,~~in its entirety by reference to the ~~registrant~~Underwriting ~~has~~Agreement ~~duly~~that ~~caused~~is ~~this~~filed ~~report~~as Exhibit 1.1 to bethis ~~signed~~Current Report on ~~its~~Form ~~behalf~~8-K byand ~~the~~is ~~undersigned~~incorporated ~~hereunto~~herein ~~duly~~by ~~authorized~~reference.

			Larimar Therapeutics, Inc.
Date:	February 24, 2026	By:	/s/ Carole S. Ben-Maimon
			Name: Carole S. Ben-MaimonTitle: President and Chief Executive Officer

A copy of the legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Below is a list of exhibits included with this Current Report on Form 8-K.


Exhibit No.		Document

1.1		Underwriting Agreement, dated February 25, 2026, by and among the Company and J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein*

5.1		Opinion of Goodwin Procter LLP*

23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Larimar Therapeutics, Inc.

By:		/s/ Carole S. Ben-Maimon, M.D.
Name:		Carole S. Ben-Maimon, M.D.
Title:		President and Chief Executive Officer

Date: February 26, 2026

Filing Compare · Larimar Therapeutics, Inc.