Larimar Therapeutics Inc
For the period ended May 29, 2024. Filed Apr 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 29, 2024 · Filed Apr 29, 2024
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DEF 14A 1 d636298ddef14a.htm DEF 14A
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
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Three Bala Plaza East, Suite 506
Bala Cynwyd, PA 19004
2024 ANNUAL MEETING OF STOCKHOLDERS
To be Held on May 29, 2024
April 29, 2024
Dear Stockholders:
We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Larimar Therapeutics, Inc. (the “Annual Meeting”), which will be held at 11:00 a.m., Eastern Time, on Wednesday, May 29, 2024. 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/MN99LW9.
Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders (the “Notice”) and 2024 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,
| Joseph Truitt | Carole S. Ben-Maimon, M.D. |
|---|---|
| Chairperson of the Board | Director, President and Chief Executive Officer |
THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE
FIRST BEING MAILED ON OR ABOUT APRIL 29, 2024.
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To be Held on May 29, 2024
Dear Stockholders:
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Larimar Therapeutics, Inc. (the “Annual Meeting”) will be held as a virtual meeting on Wednesday, May 29, 2024, at 11:00 a.m. Eastern Time. We are holding the meeting for the purpose of considering and acting upon the:
| 1. | election of the two director nominees set forth in the attached 2024 Annual Meeting Proxy Statement (the “Proxy Statement”) to serve as Class I directors, whose terms will expire at the 2027 Annual Meeting of Stockholders; |
| 2. | approval, on an advisory basis, of the compensation of our named executive officers in 2023; |
| 3. | ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the 2024 fiscal year; |
| 4. | approval of an amendment to our Ninth Amended and Restated Certificate of Incorporation, as amended, to reflect Delaware law provisions regarding officer exculpation; |
| 5. | approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 4; and |
| 6. | 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 2024 Annual Meeting of Stockholders (the “Notice”).
MEETING INFORMATION
| Date: | Wednesday, May 29, 2024 |
| Time: | 11:00 a.m. |
| Website Address: | The meeting can be accessed by visiting meetnow.global/MN99LW9 where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend. |
| Record Date: | Monday, April 1, 2024 |
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 29, 2024
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS. This Proxy Statement and the proxy card are being mailed to our stockholders on or about April 29, 2024. 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, 2023 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, 2023 (the “2023 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 2023 Annual Report carefully before voting.
2024 Annual Meeting of Stockholders
| TIME AND DATE | RECORD DATE | WEBSITE ADDRESS |
|---|---|---|
| 11:00 a.m., Eastern Time, on Wednesday, May 29, 2024 | April 1, 2024 | The meeting can be accessed by visiting meetnow.global/MN99LW9, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend. |
Summary of Stockholder Voting Matters
| VOTING MATTERS | FOR MORE INFORMATION | BOARD OFDIRECTORS RECOMMENDATION |
|---|---|---|
| PROPOSAL 1: Election of Class I Directors for a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders Jonathan Leff Jeffrey W. Sherman, M.D., FACP | Page 36 | ✓ FOR Our Nominees |
| PROPOSAL 2: Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers in 2023 | Page 37 | ✓ FOR |
| PROPOSAL 3: Ratification of Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the 2024 Fiscal Year | Page 38 | ✓ FOR |
| PROPOSAL 4: Approval of an amendment to our Ninth Amended and Restated Certificate of Incorporation, as amended, to reflect Delaware law provisions regarding officer exculpation | Page 39 | ✓ FOR |
| PROPOSAL 5: Approval of an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 4 | Page 41 | ✓ FOR |
Our Director Nominees
You are being asked to vote on the election of Jonathan Leff and Jeffrey W. Sherman, M.D., FACP as Class I directors, each to serve for a three-year term expiring at our 2027 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 I directors expires at the Annual Meeting. We are nominating Jonathan Leff and Jeffrey W. Sherman, M.D., FACP forre-election at the Annual Meeting to serve until the 2027 Annual Meeting of Stockholders and until their successors, if any, are duly elected and qualified or appointed, or until their earlier death, resignation or removal. Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. The two nominees 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
Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | i
SUMMARY INFORMATION (continued)
proxies will be voted FOR the election of Mr. Leff and Dr. Sherman. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.
| COMMITTEE MEMBERSHIPS | ||||||
|---|---|---|---|---|---|---|
| NAME · AGE · DIRECTORSINCE · OCCUPATION · INDEPENDENT · AC · CC · NCGC | ||||||
| Jonathan Leff | 55 | 2020 | Partner at Deerfield Management Company, L.P. and Chairman of the Deerfield Institute | Yes | M | C |
| Jeffrey W. Sherman, M.D., FACP | 69 | 2023 | Consultant at Amgen Inc. | Yes | M | |
| AC = Audit Committee | M = Member |
|---|---|
| CC = Compensation Committee | C = Chair |
| NCGC = Nominating and Corporate Governance Committee | |
CORPORATE GOVERNANCE HIGHLIGHTS
The following table summarizes our current Board structure and key elements of our corporate governance framework:
| GOVERNANCE ITEMS | |
|---|---|
| Size of Board (set by the Board) | 6 |
| Number of Independent Directors | 5 |
| Independent Chairperson of the Board | Yes |
| Board Self-Evaluation | Annual |
| Review of Independence of Board | Annual |
| Independent Directors Meet Without Management Present | Yes |
| Voting Standard for Election of Directors in Uncontested Elections | Plurality |
| Diversity of Board Background, Experience and Skills | Yes |
RECENT CORPORATE HIGHLIGHTS
| • | In May 2023, we announced preliminary top-line data from the 25 mg cohort of our Phase 2, four-week, placebo-controlled, dose exploration trial of nomlabofusp (CTI-1601) in participants with Friedreich’s ataxia. |
| • | In June 2023, we joined the broad-market Russell 3000 Index. |
| • | In July 2023, we announced that the U.S. Food and Drug Administration (“FDA”) cleared our four-week, placebo-controlled, Phase 2 dose exploration trial of nomlabofusp in participants with Friedreich’s ataxia to proceed to a 50 mg cohort in which participants would be dosed daily for the first 14 days and then every other day until day 28. We also announced that the FDA cleared for initiation our open label extension (“OLE”) study in which participants would receive 25 mg of nomlabofusp daily. |
| • | In October 2023, we appointed Jeffrey W. Sherman, M.D., FACP to our Board. Dr. Sherman brings over 25 years of pharmaceutical experience, specializing in regulatory and clinical strategy, and therapeutic development for rare diseases. |
| • | In January 2024, we initiated the open label extension study to dose 25 mg daily of nomlabofusp. |
| • | In February 2024, we announced positive top-line data and successful completion of our four-week, placebo-controlled Phase 2 dose exploration study of nomlabofusp in participants with Friedreich’s ataxia. In addition, we announced that we had recent discussions with the FDA on the use of tissue frataxin levels |
Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | ii
SUMMARY INFORMATION (continued)
as a novel surrogate endpoint. The FDA acknowledged that frataxin deficiency appears to be critical to the pathogenic mechanism of Friedreich’s ataxia, and that there continues to be an unmet need for treatments for Friedreich’s ataxia patients that address the underlying disease pathophysiology. We intend to pursue an accelerated approval using frataxin levels, supportive pharmacodynamics and clinical information, and safety data from the OLE study, along with additional nonclinical pharmacology information needed to support the novel surrogate endpoint approach. We are targeting a Biologics License Application submission in the second half of 2025.
| • | In February 2024, we closed an underwritten public offering of the sale of 19,736,842 shares of our common stock for net proceeds of approximately $161.6 million. |
Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | iii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.