Other Information
−Removed: 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”
−Removed: 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.
−Removed: [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.
−Removed: 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”
−Removed: as defined in Rule 415 under the Securities Act of 1933, as amended.
−Removed: 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.
−Removed: 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.
−Removed: We have no obligation to sell any of the ATM Shares, and may at any time suspend offers under the ATM Agreement.]
−Removed: 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.
−Removed: As of the date of this Quarterly Report, no ATM Shares have been sold pursuant to the ATM Agreement.
−Removed: 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.
The exhibits filed as part of this Quarterly Report are set forth on the Exhibit Index, which is incorporated herein by reference.
15 unchanged sentences
LARIMAR THERAPEUTICS, INC.
−Removed: November 10, 2022
/s/ Carole S.
3 unchanged sentences
(Principal Executive Officer)
−Removed: November 10, 2022
/s/ Michael Celano
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.