EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of registering an additional 1,703,895 shares of common stock, par value $0.001 per share (the “Common Stock”), of Larimar Therapeutics, Inc. (the “Registrant”) that were added to the shares authorized for issuance under the Larimar Therapeutics, Inc. 2020 Equity Incentive Plan (the “Plan”) and for which a Registration Statement on Form S-8 relating to the same employee benefit plan is effective.
The Registrant previously filed a Registration Statement on Form S-8 (File No. 333-249287) with the Securities and Exchange Commission (the “Commission”) to register 3,050,000 shares of Common Stock that were authorized for issuance under the Plan. Upon the effectiveness of this Registration Statement, an aggregate of 4,753,895 shares of Common Stock will be registered for issuance from time to time under the Plan. Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 (File No. 333-249287) filed with the Commission on October 2, 2020 are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statement are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents of the Registrant filed with the Commission are incorporated by reference in this Registration Statement as of their respective dates:
(a) the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 14, 2023;
(b) the Registrant’s Current Reports on Form 8-K (in each case other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports related to such items) filed on January 9, 2023, February 7, 2023 and March 14, 2023; and
(c) the description of the Registrant’s Common Stock contained in the Registration Statement on Form 8-A filed with the Commission on June 18, 2014 (File No. 001-36510), together with any amendment thereto filed with the Commission for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (other than information furnished under Item 2.02 or 7.01 of Form 8-K and exhibits furnished on such form that relate to such items unless such form expressly provides to the contrary) prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement.
