Deerfield Management Amends Larimar Therapeutics Stake

TL;DR

**Deerfield Management just updated its 13D filing on Larimar Therapeutics, signaling a change in their significant stake.**

AI Summary

Deerfield Management Company, L.P. and its affiliated funds, along with James E. Flynn, filed an Amendment No. 7 to their Schedule 13D on February 15, 2024, regarding their beneficial ownership in Larimar Therapeutics, Inc. This filing updates previous disclosures by the Deerfield group, which includes entities like Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund III, L.P. Larimar Therapeutics, Inc. is classified under pharmaceutical preparations.

Why It Matters

This filing indicates a significant investor, Deerfield Management, is updating its position or intentions regarding Larimar Therapeutics, a pharmaceutical company. Such amendments can signal changes in strategy or ownership levels, which may influence market perception.

Risk Assessment

Risk Level: medium — An amendment to a 13D filing can indicate a change in a major investor's position or intent, which introduces uncertainty regarding future company direction or stock performance.

Key Numbers

• 7 — Amendment Number (This is the seventh amendment to the Schedule 13D filing.)
• 20240215 — Filing Date (The date the SC 13D/A was filed and the date as of change.)

Key Players & Entities

• Deerfield Healthcare Innovations Fund, L.P. (company) — Group Member of Filer
• Deerfield Management Company, L.P. (company) — Group Member of Filer
• Deerfield Mgmt HIF, L.P. (company) — Group Member of Filer
• Deerfield Mgmt III, L.P. (company) — Group Member of Filer
• Deerfield Mgmt, IV, L.P. (company) — Group Member of Filer
• Deerfield Mgmt, L.P. (company) — Group Member of Filer
• Deerfield Partners, L.P. (company) — Group Member of Filer
• Deerfield Private Design Fund III, L.P. (company) — Group Member of Filer
• Deerfield Private Design Fund IV, L.P. (company) — Group Member of Filer
• Larimar Therapeutics, Inc. (company) — Subject Company

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie

Filing Documents

• e619280_sc13da-lt.htm (SC 13D/A) — 208KB
• e619280_ex99-i.htm (EX-99.I) — 27KB
• 0001193805-24-000234.txt ( ) — 237KB

Interest in Securities of the Issuer

Item 5.Interest in Securities of the Issuer. Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated in their entirety to read as follows: (a) (1) Deerfield Private Design Fund III Number of shares: 4,721,183 Percentage of shares: 10.75%* (2) Deerfield Healthcare Innovations Fund Number of shares: 4,721,197 Percentage of shares: 10.75%* (3) Deerfield Private Design Fund IV Number of shares: 4,721,200 Percentage of shares: 10.75%* (4) Deerfield Partners Number of shares: 2,777,777 Percentage of shares: 6.33%* (5) Deerfield Mgmt III Number of shares: 4,721,183 (comprised of shares held by Deerfield Private Design Fund III) Percentage of shares: 10.75%* (6) Deerfield Mgmt HIF Number of shares: 4,721,197 (comprised of shares held by Deerfield Healthcare Innovations Fund) Percentage of shares: 10.75%* (7) Deerfield Mgmt IV Number of shares: 4,721,200 (comprised of shares held by Deerfield Private Design Fund) Percentage of shares: 10.75%* (8) Deerfield Mgmt Number of shares: 2,777,777 (comprised of shares held by Deerfield Partners) Percentage of shares: 6.33%* (9) Deerfield Management Number of shares: 16,973,635 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Private Design Fund IV, Deerfield Healthcare Innovations Fund, Deerfield Partners and shares underlying options held by Jonathan Leff at the direction and for the benefit of Deerfield Management) Percentage of shares: 39.20%* (10) James E. Flynn Number of shares: 16,973,635 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Private Design Fund IV, Deerfield Healthcare Innovations Fund, Deerfield Partners and shares underlying options held by Jonathan Leff at the direction and for the benefit of Deerfield Management) Percentage of shares: 39.20%* *Throughout this report, the percentage of outstanding Common Stock beneficially owned by the Reporting Persons

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

of the Schedule 13D is hereby amended by adding the following

Item 6 of the Schedule 13D is hereby amended by adding the following: 2024 Lock-Up Agreement On February 14, 2024, the Issuer announced the pricing of an underwritten public offering of its common stock (the “February 2024 Offering”). In connection with the February 2024 Offering, the Funds and representatives of the underwriters in the February 2024 Offering entered into a Lock-Up Agreement (the “2024 Lockup Agreement”), the form of which is attached hereto as Exhibit I, pursuant to which the Funds have agreed, except in limited circumstances, not to sell or transfer, or engage in swap or similar transactions with respect to, shares of Common Stock for a period of 90 days. The 2024 Lockup Agreement does not apply to any shares of Common Stock that the Funds purchase from the underwriters in the February 2024 Offering. The Funds have agreed to purchase an aggregate of 4,290,617 shares of the Common Stock offered by the Company in the February 2024 Offering at the public offering price. The foregoing description of the 2024 Lockup Agreement is not, and does not purport to be, complete and is qualified in its entirety by reference to the full text thereof.

Material to be Filed as Exhibits

Item 7.Material to be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended by adding the following Exhibit I. Form of Lock-up Agreement* *Filed herewith SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 15, 2024 DEERFIELD PRIVATE DESIGN FUND III, L.P. By: Deerfield Mgmt III, L.P., General Partner By: J.E. Flynn Capital III, LLC, General Partner By: /s/ Jonathan Isler Name: Jonathan Isler Title: Attorney-in-Fact DEERFIELD HEALTHCARE INNOVATIONS FUND, L.P. By: Deerfield Mgmt HIF, L.P., General Partner By: J.E. Flynn Capital HIF, LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact DEERFIELD PRIVATE DESIGN FUND IV, L.P. By: Deerfield Mgmt IV, L.P., General Partner By: J.E. Flynn Capital IV, LLC, General Partner By: /s/ Jonathan Isler Name: Jonathan Isler Title: Attorney-in-Fact DEERFIELD PARTNERS, L.P. By: Deerfield Mgmt, L.P., General Partner By: J.E. Flynn Capital, LLC, General Partner By: /s/ Jonathan Isler Name: Jonathan Isler Title: Attorney-in-Fact DEERFIELD MGMT, L.P. By: J.E. Flynn Capital, LLC, General Partner By: /s/ Jonathan Isler Name: Jonathan Isler Title: Attorney-in-Fact DEERFIELD MGMT III, L.P. By: J.E. Flynn Capital III, LLC, General Partner By: /s/ Jonathan Isler Name: Jonathan Isler Title: Attorney-in-Fact DEERFIELD MGMT HIF, L.P. By: J.E. Flynn Capital HIF, LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact DEERFIELD MGMT IV, L.P. By: J.E. Flynn Capital IV, LLC, General Partner By: /s/ Jonathan Isler Name: Jonathan Isler Title: Attorney-in-Fact DEERFIELD MANAGEMENT COMPANY, L.P. By: Flynn Management LLC, General Partner By: /s/ Jonathan Isler Name: Jonathan Isler Title: Attorney-in-Fact JAMES E. FLYNN

View Full Filing

View this SC 13D/A filing on SEC EDGAR