TLRY Form 4: CSO nets 123K shares, gets 1.87M RSUs

Q: How many TLRY shares did Denise Faltischek acquire on 30-Jul-25?

261,194 shares were issued upon RSU vesting; 138,433 were withheld for taxes, netting 122,761.

Q: What is the size of the new RSU grant to Tilray's CSO?

She received 1,873,707 RSUs on 29-Jul-25 at no cost.

Q: When will the newly granted TLRY RSUs vest?

They vest in two equal tranches on 29-Jul-26 and 29-Jul-27 , subject to continued employment.

Q: What is the CSO's total direct TLRY shareholding after the Form 4 transactions?

She now directly owns 780,636 common shares .

Q: Did the executive sell shares on the open market?

No. The only disposition was tax-related withholding ; there were no discretionary market sales.

[SCHEDULE 13D/A] Larimar Therapeutics, Inc. SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Tilray Brands (TLRY) Form 4 鈥� Chief Strategy Officer Denise M. Faltischek

On 30-Jul-25 the executive converted 261,194 previously-granted 2024 RSUs into common shares (code M) at $0.61. To satisfy withholding taxes, 138,433 shares were surrendered (code F) at the same price. Net effect: an additional 122,761 shares, lifting her direct stake to 780,636.

On 29-Jul-25 she also received 1,873,707 new RSUs (code A) at no cost. These long-term incentive units vest 50 % on 29-Jul-26 and 50 % on 29-Jul-27, contingent on continued employment; unvested units lapse if she resigns.

Post-transactions she holds 780,636 common shares, 261,194 vested derivative shares and 1,873,707 unvested RSUs. Activity was compensation-driven with no open-market buying or discretionary selling, limiting immediate market impact but signalling retention and incentive alignment.

Positive

Net increase of 122,761 common shares shows insider retaining equity rather than selling.
1.87 M RSU grant ties compensation to multi-year performance, enhancing alignment.

Negative

Potential dilution from 1.87 M RSUs could pressure future EPS and share count.
138,433 shares sold for tax reduces the strength of any bullish ownership signal.

Insights

TL;DR: Neutral; net share gain small but large RSU grant boosts future dilution.

The CSO increased her direct ownership by roughly 16 % while receiving a significant 1.87 M RSU package. Because the acquisition arose from vesting, not open-market buying, it offers limited bullish signalling. The two-year, performance-contingent vesting aligns management with shareholders, yet eventual share issuance may dilute equity by ~0.3 % of current float. Withholding-tax sale limits immediate net buying. Overall, the filing is routine compensation with modest dilution risk.

TL;DR: Incentive-alignment positive, but grant size warrants dilution monitoring.

The LTIP award locks the CSO through mid-2027, supporting leadership stability. Two-stage vesting and forfeiture on early exit protect shareholders. However, the magnitude of unvested RSUs could raise future say-on-pay scrutiny and EPS impact when settled. No red flags on insider selling beyond tax obligations.

07/31/2025 - 06:26 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

Larimar Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

517125100

(CUSIP Number)

David Clark
Deerfield Management Company, L.P., 345 Park Avenue, 12th Floor
New York, NY, 10010
212-551-1600

Elliot Press
Deerfield Management Company, L.P., 345 Park Avenue, 12th Floor
New York, NY, 10010
212-551-1600

Jonathan D. Weiner, Esq.
Katten Muchin Rosenman LLP, 50 Rockefeller Plaza
New York, NY, 10020
212-940-8800

Mark D. Wood, Esq.
Katten Muchin Rosenman LLP, 50 Rockefeller Plaza
New York, NY, 10020
212-940-8800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(b)

Name of Issuer:

Larimar Therapeutics, Inc.

(c)

Address of Issuer's Principal Executive Offices:

THREE BALA PLAZA EAST, SUITE 506, BALA CYNWYD, PENNSYLVANIA , 19004.

Item 1 Comment:

This Amendment No. 10 (this "Amendment") to Schedule 13D is filed by (i) Deerfield Private Design Fund III, L.P. ("Deerfield Private Design Fund III"), (ii) Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Healthcare Innovations Fund"), (iii) Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design Fund IV"), (iv) Deerfield Partners, L.P. ("Deerfield Partners"), (v) Deerfield Mgmt III, L.P. ("Deerfield Mgmt III"), (vi) Deerfield Mgmt HIF, L.P. ("Deerfield Mgmt HIF"), (vii) Deerfield Mgmt IV, L.P. ("Deerfield Mgmt IV"), (viii) Deerfield Mgmt, L.P. ("Deerfield Mgmt"), (ix) Deerfield Management Company, L.P. ("Deerfield Management") and (x) James E. Flynn ("Flynn" and, together with Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund, Deerfield Private Design Fund IV, Deerfield Partners, Deerfield Mgmt III, Deerfield Mgmt HIF, Deerfield Mgmt IV, Deerfield Mgmt and Deerfield Management, the "Reporting Persons"), with respect to the securities of Larimar Therapeutics, Inc. (as amended by Amendment No.1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and this Amendment No. 10, the "Schedule 13D"). Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund, Deerfield Private Design Fund IV and Deerfield Partners are collectively referred to herein as the "Funds".

Item 2.

Identity and Background

(c)

Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, Deerfield Mgmt IV, Deerfield Mgmt HIF, Deerfield Mgmt and Deerfield Management Company. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III. Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV. Deerfield Mgmt HIF is the general partner of Deerfield Healthcare Innovations Fund. Deerfield Mgmt is the general partner of Deerfield Partners. Deerfield Management Company is the investment manager of each Fund. Each Fund purchases, holds and sells securities and other investment products. Schedule A hereto sets forth information regarding persons referred in Instruction C to Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by adding the following: On July 31, 2025, Deerfield Private Design Fund III, Deerfield Private Design Fund IV and Healthcare Innovations Fund purchased 3,387,529, 3,387,539 and 2,599,932 shares of Common Stock (collectively, the "July 2025 Shares"), respectively, at a price of $3.20 per share, or aggregate purchase prices of $10,840,092.80, $10,840,124.80 and $8,319,782.40, respectively. Each Fund utilized available cash assets to acquire the July 2025 Shares.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following: Each Fund acquired its July 2025 Shares for investment purposes in an underwritten offering conducted by the Company (the "July 2025 Offering") pursuant to the Prospectus Supplement, dated as of July 31, 2025, to the Issuer's Prospectus, dated as of May 24, 2024 (the "July 2025 Offering").

Item 5.

Interest in Securities of the Issuer

(a)

(1) Deerfield Private Design Fund III Number of shares: 9,538,918 Percentage of shares: 11.14%* (2) Deerfield Healthcare Innovations Fund Number of shares: 7,321,129 Percentage of shares: 8.55%* (3) Deerfield Private Design Fund IV Number of shares: 9,538,945 Percentage of shares: 11.14%* (4) Deerfield Partners Number of shares: 4,207,982 Percentage of shares: 4.91%* (5) Deerfield Mgmt III Number of shares: 9,538,918 (comprised of shares held by Deerfield Private Design Fund III) Percentage of shares: 11.14%* (6) Deerfield Mgmt HIF Number of shares: 7,321,129 (comprised of shares held by Deerfield Healthcare Innovations Fund) Percentage of shares: 8.55%* (7) Deerfield Mgmt IV Number of shares: 9,538,945 (comprised of shares held by Deerfield Private Design Fund) Percentage of shares: 11.14%* (8) Deerfield Mgmt Number of shares: 4,207,982 (comprised of shares held by Deerfield Partners) Percentage of shares: 4.91%* (9) Deerfield Management Number of shares: 30,667,474 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Private Design Fund IV, Deerfield Healthcare Innovations Fund, Deerfield Partners and shares underlying options held by Jonathan Leff at the direction and for the benefit of Deerfield Management) Percentage of shares: 35.81%* (10) James E. Flynn Number of shares: 30,667,474 (comprised of shares held by Deerfield Private Design Fund III, Deerfield Private Design Fund IV, Deerfield Healthcare Innovations Fund, Deerfield Partners and shares underlying options held by Jonathan Leff at the direction and for the benefit of Deerfield Management) Percentage of shares: 35.81%* * Throughout this report, the percentage of outstanding Common Stock beneficially owned by the Reporting Persons reflects 85,590,392 shares of Common Stock outstanding, including shares issued in the July 2025 Offering, based on information set forth in the Prospectus Supplement, dated as of July 31, 2025, filed by the Company with the Securities and Exchange Commission on July 31, 2025.

(b)

(1) Deerfield Private Design Fund III Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 9,538,918 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 9,538,918 (2) Deerfield Healthcare Innovations Fund Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 7,321,129 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 7,321,129 (3) Deerfield Private Design Fund IV Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 9,538,945 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 9,538,945 (4) Deerfield Partners Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 4,207,982 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 4,207,982 (5) Deerfield Mgmt III Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 9,538,918 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 9,538,918 (6) Deerfield Mgmt HIF Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 7,321,129 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 7,321,129 (7) Deerfield Mgmt IV Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 9,538,945 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 9,538,945 (8) Deerfield Mgmt Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 4,207,982 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 4,207,982 (9) Deerfield Management Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 30,667,474 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 30,667,474 (10) James E. Flynn Sole power to vote or direct the vote: 0 Shared power to vote or direct the vote: 30,667,474 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or direct the disposition: 30,667,474 James E. Flynn is the sole manager of the general partner of each of Deerfield Mgmt III, Deerfield Mgmt IV, Deerfield Mgmt HIF, Deerfield Mgmt, and Deerfield Management. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III. Deerfield Mgmt HIF is the general partner of Deerfield Healthcare Innovations Fund. Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV. Deerfield Mgmt is the general partner of Deerfield Partners. Deerfield Management is the investment manager of each of Deerfield Private Design Fund III, Deerfield Healthcare Innovations Fund, Deerfield Private Design Fund IV and Deerfield Partners.

(c)

Except as set forth in Item 3 of this Schedule 13D, no Reporting Person has effected any transactions in the Common Stock during the past 60 days.

Item 7.

Material to be Filed as Exhibits.

99.1 Schedule A - Information Regarding Persons Referred to in Instruction C to Schedule 13D

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Deerfield Private Design Fund III, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

Deerfield Healthcare Innovations Fund, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

Deerfield Private Design Fund IV, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

Deerfield Partners, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

Deerfield Mgmt III, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

Deerfield Mgmt HIF, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

Deerfield Mgmt IV, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

Deerfield Mgmt, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

Deerfield Management Company, L.P.

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

James E. Flynn

Signature:	/s/ Jonathan Isler
Name/Title:	Jonathan Isler, Attorney-in-Fact
Date:	07/31/2025

Source:

FAQ

How many TLRY shares did Denise Faltischek acquire on 30-Jul-25?

261,194 shares were issued upon RSU vesting; 138,433 were withheld for taxes, netting 122,761.

What is the size of the new RSU grant to Tilray's CSO?

She received 1,873,707 RSUs on 29-Jul-25 at no cost.

When will the newly granted TLRY RSUs vest?

They vest in two equal tranches on 29-Jul-26 and 29-Jul-27, subject to continued employment.

What is the CSO's total direct TLRY shareholding after the Form 4 transactions?

She now directly owns 780,636 common shares.

Did the executive sell shares on the open market?

No. The only disposition was tax-related withholding; there were no discretionary market sales.

AG真人官方

[SCHEDULE 13D/A] Larimar Therapeutics, Inc. SEC Filing

Insights

FAQ

How many TLRY shares did Denise Faltischek acquire on 30-Jul-25?

What is the size of the new RSU grant to Tilray's CSO?

When will the newly granted TLRY RSUs vest?

What is the CSO's total direct TLRY shareholding after the Form 4 transactions?

Did the executive sell shares on the open market?

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[SCHEDULE 13D/A] Larimar Therapeutics, Inc. SEC Filing

Insights

Equity Analyst neutral

Corporate-Governance Specialist neutral

FAQ

How many TLRY shares did Denise Faltischek acquire on 30-Jul-25?

What is the size of the new RSU grant to Tilray's CSO?

When will the newly granted TLRY RSUs vest?

What is the CSO's total direct TLRY shareholding after the Form 4 transactions?

Did the executive sell shares on the open market?

NASDAQ:LRMR

LRMR Rankings

LRMR Latest News

LRMR Latest SEC Filings

LRMR Stock Data