Private Placement, Amendments to Bylaws (Form 8-K)

On January 21, 2026, Larimar Therapeutics, Inc. (the "Company") entered into an exchange agreement (the "Exchange Agreement") with Blue Owl Healthcare Opportunities IV Public Investments LP (the "Stockholder"), pursuant to which the Stockholder exchanged 2,500,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), for 250,000 shares of Series A convertible preferred stock, a "toothless" preferred stock, par value $0.001 per share (the "Series A Convertible Preferred Stock") (the "Exchange"). As previously disclosed, on December 16, 2025 the Company filed a Certificate of Designation of Preferences, Rights and Limitations (the "Certificate of Designation") with the Secretary of State of the State of Delaware establishing the terms of the Company's Series A Convertible Preferred Stock. Each share of the Series A Convertible Preferred Stock is convertible into 10 shares of the Company's Common Stock, subject to certain limitations. The Series A Convertible Preferred Stock generally does not have any voting rights, except as required by law, and in the event of the Company's liquidation, dissolution or winding up, participates pari passu with any distribution of proceeds to holders of Common Stock. The Series A Convertible Preferred Stock ranks (i) senior to any class or series of capital stock of the Company hereafter created specifically ranking by its terms junior to the Series A Convertible Preferred Stock; (ii) on parity with the Common Stock and any class or series of capital stock of the Company created specifically ranking by its terms on parity with the Series A Convertible Preferred Stock; and (iii) junior to any class or series of capital stock of the Company created specifically ranking by its terms senior to any Series A Convertible Preferred Stock, in each case, as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily.

On January 21, 2026, in connection with the Exchange, the Company filed a Certificate of Amendment to the Certificate of Designation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware, solely to increase the authorized number of shares of Series A Convertible Preferred Stock from 250,000 shares to 500,000 shares.

The Exchange is expected to close on January 23, 2026 and, in connection therewith, the shares of Series A Convertible Preferred Stock will be issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.

The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, which is filed as an exhibit to this Current Report on Form 8-Kand is incorporated by reference herein. A summary of the rights, preferences and privileges of the Series A Convertible Preferred Stock described above does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, which is filed as an exhibit to this Current Report on Form 8-Kand is incorporated by reference herein.

The information contained above in Item 3.02 of this Current Report on Form 8-Kregarding the Series A Convertible Preferred Stock is incorporated by reference into this Item 5.03.