ZAFGEN, INC. 8,000,000 Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • June 28th, 2018 • Zafgen, Inc. • Pharmaceutical preparations • New York
Zafgen, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,200,000 shares of Common Stock, par value $0.001 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
17,162,472 Shares of Common Stock Larimar Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2024 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 2nd, 2020 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_______], 2020 between Larimar Therapeutics, Inc., a Delaware corporation (the “Company”), and [_____] (“Indemnitee”).
ZAFGEN, INC. SALES AGREEMENTSales Agreement • November 9th, 2018 • Zafgen, Inc. • Pharmaceutical preparations • New York
Zafgen, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
LARIMAR THERAPEUTICS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 14th, 2020 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Larimar Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate gross offering price of up to $50,000,000 (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”), on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
ZAFGEN, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 2nd, 2014 • Zafgen, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Zafgen, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ZAFGEN, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • June 2nd, 2014 • Zafgen, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Zafgen, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LEASE BETWEEN LJ GATEWAY OFFICE LLC AND ZAFGEN, INC.Lease • March 15th, 2016 • Zafgen, Inc. • Pharmaceutical preparations • California
THIS LEASE is made as of October 2, 2015, by and between LJ GATEWAY OFFICE LLC, a Delaware limited liability company, hereafter called “Landlord,” and ZAFGEN, INC., a Delaware corporation, hereafter called “Tenant.”
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT BY AND AMONG ZAFGEN, INC. AND THE INVESTORS NAMED HEREIN November 25, 2013Investors’ Rights Agreement • April 18th, 2014 • Zafgen, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of November 25, 2013, by and between Zafgen, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any additional Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.
Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment AgreementEmployee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement • April 18th, 2014 • Zafgen, Inc. • Pharmaceutical preparations
In consideration and as a condition of my employment or continued employment by Zafgen, Inc. (the “Company”), 1 hereby agree as follows:
SEVERANCE and CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • May 9th, 2019 • Zafgen, Inc. • Pharmaceutical preparations • Massachusetts
This Severance and Change in Control Agreement (this “Agreement”) is made as of March 4, 2019 by and between Zafgen, Inc., a Delaware corporation (the “Company”), and Priya Singhal, MD, (the “Employee”).
LARIMAR THERAPEUTICS, INC. SALES AGREEMENTSales Agreement • May 9th, 2024 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Larimar Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Guggenheim Securities, LLC (the “Agent”), as sales agent, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”, and such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”), on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 21st, 2021 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2021 (the “Effective Date”), is made and entered into by and among Larimar Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement, dated as of May 20, 2021, by and among the Company and the Investors (the “Securities Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Securities Purchase Agreement unless otherwise defined herein.
22,225,000 Shares of Common Stock LARIMAR THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2022 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • New York
Larimar Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 22,225,000 shares (the “Firm Shares”) of its common stock, par value $0.001 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters up to an additional 3,333,750 shares (the “Additional Shares”) of Common Stock at the option of the Underwriters, solely to cover over-allotments, as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.” Guggenheim Securities, LLC (“Guggenheim Securities”) is acting as representative (the “Representative”) of the several Underwriters in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
FIRST AMENDMENT TO SEVERANCE and CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • March 5th, 2020 • Zafgen, Inc. • Pharmaceutical preparations • Massachusetts
This First Amendment to Severance and Change in Control Agreement (this “Amendment”) is entered into and effective as of September 12, 2019, by and between Zafgen, Inc., a Delaware corporation (the “Company”), and Priya Singhal, MD (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2023 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Employment Agreement (the “Agreement”) is made on May 23, 2023 by and between LARIMAR THERAPEUTICS, INC. (the “Company”) and RUSSELL G. CLAYTON SR., D.O. (the “Executive”).
Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 EXCLUSIVE LICENSE AGREEMENT BETWEEN CHILDREN’S MEDICAL CENTER CORPORATION AND ZAFGEN, INC.Exclusive License Agreement • April 18th, 2014 • Zafgen, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement is made and entered into as of the date last written below (the “Effective Date”), by and between CHILDREN’S MEDICAL CENTER CORPORATION, a charitable corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having its principal office at 300 Longwood Avenue, Boston, Massachusetts 02115, U.S.A. (hereinafter referred to as “CMCC”), and Zafgen, Inc., a business corporation organized and existing under the laws of the State of Delaware and having its principal office at One Broadway, 14th Floor, Cambridge MA 02142 (hereinafter referred to as “Licensee”).
OFFICE LEASE AGREEMENT Between SHIGO Center Plaza Owner, LLC, a Delaware limited liability company, as Landlord and ZAFGEN INC., a Delaware corporation, as Tenant with respect to 1-3 CENTER PLAZA, BOSTON, MASSACHUSETTSOffice Lease Agreement • May 9th, 2019 • Zafgen, Inc. • Pharmaceutical preparations
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER the larimar therapeutics, inc. 2020 equity INCENTIVE PLANRestricted Stock Unit Award Agreement • March 14th, 2024 • Larimar Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Larimar Therapeutics, Inc. 2020 Equity Incentive Plan as amended through the date hereof (the “Plan”), Larimar Therapeutics, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of common stock, par value $0.001 per share (a “Share” or “Shares”) of the Company.
larimar therapeutics, inc. NON-QUALIFIED stock option grant notice and award agreement NON-PLAN INDUCEMENT AWARDNon-Qualified Stock Option Grant Notice and Award Agreement • March 14th, 2024 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Larimar Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“Participant”) an non-qualified stock option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Non-Qualified Stock Option Grant Notice (the “Grant Notice”) and the Award Agreement attached hereto as Exhibit A (the “Agreement”), which is incorporated herein by reference. This Option has been granted as an employment inducement grant pursuant to Rule 5635(c)(4) of the Marketplace Rules of NASDAQ Stock Market, Inc., is not issued under the Company’s 2020 Equity Incentive Plan, as amended through the date hereof (the “Plan”), and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of this Option, the terms and conditions of the Plan (other than those applicable to the share reserve) shall govern and apply to this Option as if this Opti
LARIMAR THERAPEUTICS, INC. 2020 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND AWARD AGREEMENTStock Option Grant Agreement • September 29th, 2020 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Larimar Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
Master Services AgreementMaster Services Agreement • May 10th, 2021 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Master Services Agreement (this “Agreement”) dated September 20, 2017 (the “Effective Date”), between Chondrial Therapeutics, Inc. having a place of business at 150 Monument Road, Suite 207, Bala Cynwyd, PA 19004 (“Client”) and KBI Biopharma, Inc., having a place of business at 1101 Hamlin Road, Durham, North Carolina 27704 (“KBI Biopharma”) (Client and KBI Biopharma, each a “Party”, and collectively, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 21st, 2021 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • Delaware
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 20, 2021, by and among Larimar Therapeutics, Inc., a Delaware corporation, with headquarters located at Three Bala Plaza East, Suite 506, Bala Cynwyd, PA 19004 (the “Company”), and the investors listed on the Schedule of Investors attached hereto (individually, an “Investor” and collectively, the “Investors”).
FORM OF PRE-FUNDED WARRANT LARIMAR THERAPEUTICS, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCKPre-Funded Warrant Agreement • June 2nd, 2020 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Larimar Therapeutics, Inc., a Delaware corporation (f/k/a Zafgen, Inc.) (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), until exercised in full, [•] fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Pre-funded Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Pre-Funded Warrants to purchas
BOSTON, MASSACHUSETTS 02108Performance-Vesting Option • March 5th, 2020 • Zafgen, Inc. • Pharmaceutical preparations • Delaware
As you know, Zafgen, Inc. (the “Company”) has entered into an Agreement and Plan of Merger, by and among Chondrial Therapeutics, Inc., (“Chondrial”), Chondrial Therapeutics Holdings, LLC, and Zordich Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Chondrial will be merged with and into Merger Sub (the “Merger”), with Chondrial continuing after the Merger as the surviving company and a wholly-owned subsidiary of the Company. In connection with the Merger, the Board of Directors of the Company (the “Board”) is pleased to offer you the following amendment to the terms of your option to purchase 1,100,000 shares of the Company’s common stock, granted on October 9, 2017 (the “Performance Option”):
AGREEMENT AND PLAN OF MERGER among: ZAFGEN, INC.; ZORDICH MERGER SUB, INC.; CHONDRIAL THERAPEUTICS, INC.; and CHONDRIAL THERAPEUTICS HOLDINGS, LLC Dated as of December 17, 2019Merger Agreement • December 18th, 2019 • Zafgen, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 17, 2019, by and among ZAFGEN, INC., a Delaware corporation (“Zordich”); ZORDICH MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Zordich (“Merger Sub”); CHONDRIAL THERAPEUTICS, INC., a Delaware corporation (the “Company”) and CHONDRIAL THERAPEUTICS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”). Certain capitalized terms used in this Agreement are defined in Section 1.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.License Agreement • August 14th, 2020 • Larimar Therapeutics, Inc. • Pharmaceutical preparations
Reference is made to that certain License Agreement dated as of November 30, 2016 (the “Agreement”) and an Amendment to such License Agreement dated November 28, 2017 (the “Amendment No. 1”), by and among Chondrial Therapeutics IP, LLC and Wake Forest University Health Sciences.
November 28, 2017License Agreement • August 14th, 2020 • Larimar Therapeutics, Inc. • Pharmaceutical preparations
(i)that certain License Agreement dated as of November 30, 2016 (the “Agreement”), by and among Chondrial Therapeutics IP Holdings, LLC (f/k/a Chondrial Therapeutics, LLC) and Wake Forest University Health Sciences.
LICENSE AGREEMENTLicense Agreement • August 14th, 2020 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • North Carolina
This License Agreement (the “Agreement”) is effective as of this 30th day of November, 2016 (the “Effective Date”) between Wake Forest University Health Sciences, having its principal offices at Medical Center Boulevard, Winston-Salem, North Carolina 27157 (“WFUHS”) and Chondrial Therapeutics IP Holdings, LLC (f/k/a Chondrial Therapeutics, LLC), having its principal offices at 4500 East 75th Street, Indianapolis, Indiana 46250 (“Chondrial”).
LICENSE AGREEMENTLicense Agreement • August 11th, 2022 • Larimar Therapeutics, Inc. • Pharmaceutical preparations
This Third Amendment (the “Third Amendment”) is made and entered into as of June 9, 2022 (the “Third Amendment Effective Date”) by and between:
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • August 14th, 2020 • Larimar Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment (the “First Amendment”) is made and entered into as of August 16, 2019 (the “First Amendment Effective Date”) by and between:
LARIMAR THERAPEUTICS, INC. SALES AGREEMENTSales Agreement • May 9th, 2024 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Larimar Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Guggenheim Securities, LLC (the “Agent”), as sales agent, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”, and such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”), on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
ContractWarrant Agreement • May 21st, 2021 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED (OTHER THAN IN THE ORDINARY COURSE OF BUSINESS AS PART OF MARGIN OR PRIME BROKERAGE ARRANGEMENTS), HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractWaiver • March 9th, 2018 • Zafgen, Inc. • Pharmaceutical preparations
This Waiver (this “Waiver”), dated December 29, 2017 (the “Effective Date”), is by and between Zafgen, Inc., a Delaware corporation (the “Company”), and Jeffrey Hatfield (“Hatfield”), and implements waiver of certain provisions of (i) that certain Offer Letter, dated as of October 3, 2017, by and between the Company and Hatfield (the “Offer Letter”), and (ii) that certain Non-Qualified Inducement Stock Option Agreement, dated as of October 9, 2017, by and between the Company and Hatfield (the “Option Agreement”). Defined terms used but not otherwise defined herein, shall have the meanings ascribed to such terms in the Offer Letter or the Option Agreement, as applicable.
FIRST AMENDMENT TO MASTER SERVICES AGREEMENTMaster Services Agreement • May 10th, 2021 • Larimar Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment to the Master Services Agreement (“First Amendment”) executed as of the dates below and effective as of 09 November 2018, (the “First Amendment Effective Date”) by and among Chondrial Therapeutics, Inc., having an address at 150 Monument Road, Suite 207, Bala Cynwyd, PA 19004 (“Client”) and KBI Biopharma, Inc. (“KBI Biopharma”) with an address at 1101 Hamlin Road, Durham, North Carolina 27704.
