Larimar Therapeutics, Inc. 10-Q

Item 5. Other Information On November 10, 2022, we entered into the ATM Agreement with Guggenheim Securities, LLC (“Guggenheim Securities”), in connection with the establishment of an “at-the-market” offering program under which we may sell up to an aggregate of $50.0 million of shares of our common stock (the “ATM Shares”) from time to time through Guggenheim Securities, as sales agent. [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 Guggenheim Securities a commission equal to 3.0% of the gross proceeds of any ATM Shares sold through Guggenheim Securities under the ATM Agreement and have agreed to reimburse Guggenheim Securities for certain specified expenses. The ATM Agreement contains customary representations, warranties and agreements by us, indemnification obligations of ourselves and Guggenheim Securities, 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 November 10, 2022 (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 SEC. As of the date of this Quarterly Report, no ATM Shares have been sold pursuant to the ATM Agreement. 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 will be filed with the SEC as an exhibit to the Registration Statement. 29 Item 6. E xhibits The exhibits filed as part of this Quarterly Report are set forth on the Exhibit Index, which is incorporated herein by reference. EXHIBIT INDEX Exhibit No. Description 31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tag re embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Link Document. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. 30 SIGNAT URES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LARIMAR THERAPEUTICS, INC. Date: November 10, 2022 By: /s/ Carole S. Ben-Maimon, M.D. Carole S. Ben-Maimon, M.D. President and Chief Executive Officer (Principal Executive Officer) Date: November 10, 2022 By: /s/ Michael Celano Michael Celano Chief Financial Officer (Principal Financial and Accounting Officer) 31