Larimar Therapeutics Inc

2024 “At-the-Market” Offering Agreement

On May 9, 2024, we entered into a Sales Agreement with Guggenheim Securities, LLC as sales agent (the “Agent”), in connection with the establishment of an “at-the-market” offering program under which we may sell shares of our common stock (the “ATM Shares”) from time to time through the Agent (the “ATM Agreement”).

Under the ATM Agreement, we will set the parameters for the sale of ATM Shares, including the number of ATM Shares to be issued, the time period during which sales are requested to be made, limitations on the number of ATM Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Sales of the ATM Shares, if any, pursuant to the ATM Agreement may be made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. We will pay the Agent a commission of up to 3.0% of the gross proceeds of any ATM Shares sold through the Agent under the ATM Agreement and have agreed to reimburse the Agent for certain specified expenses. The ATM Agreement contains customary representations, warranties and agreements by us, indemnification obligations of us and the Agent, other obligations of the parties and termination provisions. We have no obligation to sell any of the ATM Shares, and may at any time suspend offers under the ATM Agreement.

The ATM Shares will be offered and sold pursuant to our Registration Statement on Form S-3 filed by the Company on May 9, 2024 (the “Registration Statement”) and the sales agreement prospectus that forms a part of such Registration Statement, following such time, if ever, as the Registration Statement is declared effective by the Securities and Exchange Commission.

The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the ATM Agreement, a copy of which is filed as exhibit 10.1 to this Quarterly Report.

This Quarterly Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the ATM Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Rule 10b5-1 Trading Arrangements

During the quarter ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).