Larimar Therapeutics Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Larimar Therapeutics, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Three Bala Plaza East, Suite 506

Bala Cynwyd, PA 19004

2025 ANNUAL MEETING OF STOCKHOLDERS

To be Held on May 13, 2025

April 11, 2025

Dear Stockholders:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Larimar Therapeutics, Inc. (the “Annual Meeting”), which will be held at 10:00 a.m., Eastern Time, on Tuesday, May 13, 2025. The Annual Meeting will be held in a virtual meeting format only. Stockholders will not be able to attend the Annual Meeting physically. We believe that the virtual meeting format enables stockholders to attend and participate from any location around the world at no cost, provides for cost savings to Larimar Therapeutics, Inc. (the “Company”) and reduces the environmental impact of our Annual Meeting. The Annual Meeting can be accessed via the Internet at: meetnow.global/ML6NWDL.

Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders (the “Notice”) and 2025 Annual Meeting Proxy Statement (the “Proxy Statement”). Other than the proposals described in the Proxy Statement, the Board of Directors is not aware of any other matters to be presented for a vote at the Annual Meeting.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented. Information about voting methods is set forth in the accompanying Notice and Proxy Statement.

If you have any questions with respect to voting, please call our Chief Financial Officer and Secretary, Michael Celano, at 484-414-2715.

Thank you for your continued confidence in our Company. We look forward to your participation at the meeting.

Sincerely,

THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE

FIRST BEING MAILED ON OR ABOUT APRIL 11, 2025.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To be Held on May 13, 2025

Dear Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of Larimar Therapeutics, Inc. (the “Annual Meeting”) will be held as a virtual meeting on Tuesday, May 13, 2025, at 10:00 a.m. Eastern Time. We are holding the meeting for the purpose of considering and acting upon the:

election of the director nominee set forth in the attached 2025 Annual Meeting Proxy Statement (the “Proxy Statement”) to serve as a Class II director, whose term will expire at the 2028 Annual Meeting of Stockholders;

approval, on an advisory basis, of the compensation of our named executive officers in 2024;

ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the 2025 fiscal year; and

any other matters that may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2025 Annual Meeting of Stockholders (the “Notice”).

MEETING INFORMATION

Your vote matters. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are represented by voting, signing, dating, and returning your proxy in the enclosed envelope, which requires no postage if mailed in the United States.

Thank you for your ongoing support of and interest in Larimar Therapeutics, Inc.

By Order of the Board of Directors,

Michael Celano

Chief Financial Officer and Secretary

April 11, 2025

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS. This Proxy Statement and the proxy card are being mailed to our stockholders on or about April 11, 2025. In accordance with the rules of the Securities and Exchange Commission, we are advising our stockholders of the availability on the Internet of our proxy materials related to our forthcoming Annual Meeting. Because we have elected to utilize the “full set delivery” option, we are delivering to all stockholders paper copies of all of the proxy materials, as well as providing access to those proxy materials on a publicly accessible website. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available to beneficial holders of our common stock athttp://www.edocumentview.com/LRMR and to record holders of our common stock athttp://www.envisionreports.com/LRMR.

SUMMARY INFORMATION

To assist you in reviewing this year’s proposals, we call your attention to the following proxy summary. This summary highlights information contained elsewhere in this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). This summary does not contain all of the information you should consider, and we encourage you to read this Proxy Statement and the 2024 Annual Report carefully before voting.

2025 Annual Meeting of Stockholders

Summary of Stockholder Voting Matters

Our Director Nominee

You are being asked to vote on the election of Thomas E. Hamilton as a Class II director, to serve for a three-year term expiring at our 2028 Annual Meeting of Stockholders. The number of members of our Board of Directors (the “Board”) is currently set at six members and is divided into three classes, each of which has a three-year term. Class I consists of two directors, Class II consists of one director and Class III consists of three directors.

The term of office of our Class II director expires at the Annual Meeting. We are nominating Thomas E. Hamilton for re-election at the Annual Meeting to serve until the 2028 Annual Meeting of Stockholders and until his successor, if any, is duly elected and qualified or appointed, or until his earlier death, resignation or removal. Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. The nominee receiving the highest number of FOR votes (among votes properly cast online during the Annual Meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Mr. Hamilton. Mr. Hamilton has agreed to serve as a director if elected, and we have no reason to believe that he will be unable to serve.

SUMMARY INFORMATION (continued)

CORPORATE GOVERNANCE HIGHLIGHTS

The following table summarizes our current Board structure and key elements of our corporate governance framework:

RECENT CORPORATE HIGHLIGHTS

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In March 2024, we announced the dosing of the first patient in our open label extension ("OLE") study evaluating 25 mg daily subcutaneous injections of nomlabofusp in participants with Friedreich’s ataxia.

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In May 2024, we announced that the United States Food and Drug Administration (the "FDA") removed the partial clinical hold previously placed on our nomlabofusp clinical program after a review of data from our completed four-week, placebo-controlled Phase 2 dose exploration study.

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In May 30, 2024, we announced that the FDA selected nomlabofusp to participate in the Support for Clinical Trials Advancing Rare Disease Therapeutics ("START") pilot program. START selection was based on demonstrated development program readiness, including the potential of nomlabofusp to address the serious and unmet medical needs in a rare neurodegenerative condition, alignment of chemistry, manufacturing and controls development timelines with clinical development plans, and a proposed communications plan where enhanced communication could accelerate pivotal study initiation and path to potential Biologics License Application ("BLA") submission.

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In October 2024, we announced that we received Innovative Licensing and Access Pathway designation from the Medicines and Healthcare Products Regulatory Agency for nomlabofusp for the treatment of adults and children with Friedreich’s ataxia.

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In November 2024, we presented data from our Phase 1 studies and the Phase 2 dose exploration study of nomlabofusp at the International Congress for Ataxia Research in London, U.K.

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In December 2024, we announced positive initial data from our ongoing long-term OLE study evaluating daily subcutaneous injections of nomlabofusp self-administered or administered by a caregiver in participants with Friedreich’s ataxia. We also provided an update on our nomlabofusp development program that, given the totality of data from three independent clinical studies continues to support the therapeutic potential of nomlabofusp, and we announced that we were increasing the dose to 50 mg nomlabofusp daily for currently enrolled study participants as well as starting newly enrolled participants on 50 mg daily.

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In January 2025, we announced that we started dosing adolescents 12-17 years old with nomlabofusp in our pediatric pharmacokinetic ("PK") run-in study for patients with Friedreich’s ataxia. We recently completed dosing of the adolescent cohort.

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In March 2025, we announced that the FDA stated in written correspondence associated with a meeting through the START pilot program that it is open to considering the use of skin frataxin ("FXN") concentration as a reasonably likely surrogate endpoint ("RLSE") and the acceptability of FXN’s use as an RLSE would ultimately be a matter of review of the data in a future marketing application. The FDA also recommended measuring skin FXN concentrations to support evidence of effectiveness for the accelerated approval pathway and acknowledged submitted data appear sufficient to support relationship between increased skin FXN concentrations and relevant tissues such as heart, dorsal root ganglia and skeletal muscle.

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Topline 50 mg dose date from the OLE study and available data from the adolescent cohort of the PK run-in study is planned for a program update in September 2025.

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We are targeting the BLA submission to seek accelerated approval by the end of 2025.

TABLE OF CONTENTS (continued)