Larimar Therapeutics, Inc 8-K, filed Jan 27, 2025
Larimar Therapeutics, Inc. (LRMR)
About this 8-K
Larimar Therapeutics, Inc filed this 8-K on January 27, 2025, reporting on events of January 22, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate 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).
Emerging growth company
If 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 22, 2025, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Larimar Therapeutics, Inc. (the “Company”) and the Board of Directors, as applicable, granted performance-based restricted stock units (“PSUs”) to Carole S. Ben-Maimon, M.D., the Company’s President and Chief Executive Officer, Michael Celano, the Company’s Chief Financial Officer, Gopi Shankar, Ph.D., MBA, FAAPS, the Company’s Chief Development Officer, and Russell G. Clayton, DO, the Company’s Chief Medical Officer (the “Officers”). Dr. Ben-Maimon was awarded 100,000 PSUs, Mr. Celano was awarded 50,000 PSUs, Dr. Shankar was awarded 25,000 PSUs and Dr. Clayton was awarded 25,000 PSUs. The Officers will earn a percentage of such PSU award upon the Company’s achievement of certain regulatory milestones, and, in each case, 50% of such earned portion shall vest upon the Compensation Committee’s determination of the achievement of such regulatory milestones (the “Achievement Determination Date”) and the remaining 50% shall vest upon the one-year anniversary of such Achievement Determination Date.
The foregoing description of the PSUs does not purport to be complete and is subject to, and qualified in its entirety by, the form of Performance-Based Restricted Stock Unit Award Agreement, which is filed and attached hereto as Exhibit 10.1, and is incorporated herein by reference.
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. |
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10.1 |
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104 |
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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.
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Larimar Therapeutics, Inc. |
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Date: |
January 27, 2025 |
By: |
/s/ Carole S. Ben-Maimon, M.D. |
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Name: Carole S. Ben-Maimon, M.D. |
LARIMAR THERAPEUTICS, INC. 2020 EQUITY INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT
AWARD AGREEMENT
Pursuant to the Larimar Therapeutics, Inc. 2020 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”), Larimar Therapeutics, Inc., a Delaware corporation (the “Company”) hereby grants to the individual listed below (the “Grantee”) an award of the target number of performance-based vesting Restricted Stock Units (the “PSUs”) specified below and on the terms set forth below in consideration of Grantee’s services (the “PSU Award” and such number of PSUs, the “Target Number of PSUs”). Each PSU shall relate to one Share.
Grantee: |
[●] |
Grant Date |
[●] |
Target Number of PSUs for Milestone Award (as defined below): |
[●] |
Performance Period |
[●] |
The PSU Award is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between this Agreement and the provisions of the Plan, the provisions of the Plan shall control. The PSU Award (and any compensation paid or shares issued under your PSU Award) is subject to recoupment in accordance with The Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law, including, but not limited to the Company’s Compensation Recovery Policy . No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a resignation for “good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.
Number of Target Shares to Time Vest |
Vesting Date |
[●] |
[__________] |
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[__________] |
[Signature Page to Follow]
Larimar Therapeutics, Inc. |
By: |
Title: |
The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.
Dated: |
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Grantee’s Signature |
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Grantee’s name and address: |
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Appendix A
Performance Criteria |
Target Number of PSUs |
Milestone |
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