EXPLANATORY NOTE
On May 28, 2020, the Company (formerly known as Zafgen, Inc.) completed its business combination with Chondrial Therapeutics, Inc. (“Chondrial”) in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of December 17, 2019, as amended (the “Merger Agreement”), by and among the Company, Zordich Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), Chondrial and Chondrial Therapeutics Holdings, LLC (“Holdings”), pursuant to which Merger Sub merged with and into Chondrial, with Chondrial surviving as a wholly owned subsidiary of the Company (the “Merger”). In connection with, and immediately prior to the completion of the Merger, the Company effected a reverse stock split of the Company’s Common Stock at a ratio for1-for-12. Following completion of the Merger, the Company changed its name from “Zafgen, Inc.” to “Larimar Therapeutics, Inc.” and the business conducted by the Company became primarily the business conducted by Chondrial, which is a clinical-stage biotechnology company focused on developing treatments for patients suffering from complex rare diseases using its novel cell penetrating peptide technology platform.
In connection with the Merger, options for Common Stock were substituted for all outstanding and unexercised stock options to purchase units of Holdings. Pursuant to the terms of the Merger Agreement, the number of shares of Common Stock subject to each such substitute option was determined by multiplying (A) the number of Holdings units that were subject to such Holdings option, as in effect prior to the effective time of the Merger, by (B) the total number of outstanding shares of Chondrial common stock on a fully diluted basis, as in effect prior to the effective time of the Merger, by (C) a fraction, the numerator of which is one and the denominator of which is the fully diluted number of Holdings units as of such time, by (D) 60,912.5005 (the exchange ratio applicable in the Merger), and rounding the resulting number down to the nearest whole number of shares of Common Stock. The per share exercise price for shares of Common Stock issuable upon exercise of each such substitute option was determined in accordance with applicable tax regulations to cause the aggregate “spread” of the substitute option (i.e., the difference between the fair market value of the stock subject to the option and the exercise price of the option) immediately following the closing of the Merger, to be equal to the aggregate spread of the Holdings options for which it was substituted, as measured immediately prior to the closing of the Merger.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of FormS-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the FormS-8 instructions. The documents containing the information specified in Part I will be delivered to the recipients of substitute option grants as required by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The following documents, which have been filed by the Company with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act with respect to item (a) below and the Exchange Act, with respect to item (b) below, are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
(a) the Registrant’s Annual Report onForm10-K for the year ended December 31, 2019, filed with the Commission on March 5, 2020 which contains the Company’s audited financial statements for the latest fiscal year for which such statements have been filed;
(b) The Registrant’s Quarterly Report onForm10-Q for the quarter ended March 31, 2020, filed with the Commission on May 7, 2020;
(c) the Registrant’s Current Reports on Form8-K (in each case other than portions thereof furnished under Item 2.02 or Item 7.01 of Form8-K and exhibits accompanying such reports related to such items) filed with the Commission onJanuary 13, 2020,March 9, 2020,April 24, 2020 andJune 2, 2020 and the Registrant’s Current Report on Form8-K/A filed with the Commission onJune 26, 2020;