Larimar Therapeutics exchanges 2.5M common shares for Series A convertible preferred with Blue Owl

Larimar Therapeutics, Inc.

Blue Owl Healthcare exchanged 2,500,000 common shares for 250,000 Series A convertible preferred shares (10:1 conversion ratio).
Series A preferred has no voting rights except as required by law and ranks pari passu with common on liquidation.
Certificate of Amendment increased authorized Series A preferred from 250,000 to 500,000 shares.
Exchange expected to close Jan 23, 2026, exempt from registration under Section 3(a)(9) of the Securities Act.
Preferred shares are convertible into up to 2.5M common shares, subject to beneficial ownership limitations.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Larimar Therapeutics, Inc. issued 250,000 shares of Series A convertible preferred stock of preferred stock to Blue Owl Healthcare Opportunities IV Public Investments LP for 2,500,000 shares of common stock.

Security: preferred stock
Shares: 250,000 shares of Series A convertible preferred stock
Purchaser: Blue Owl Healthcare Opportunities IV Public Investments LP
Consideration: 2,500,000 shares of common stock

Exact text from the filing

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”).

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Larimar Therapeutics, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-018664

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