ZFGN Zafgen Inc

CUSIP No. 517125100

CUSIP No. 517125100

CUSIP No. 517125100

CUSIP No. 517125100

CUSIP No. 517125100

CUSIP No. 517125100

CUSIP No. 517125100

CUSIP No. 517125100

This Schedule 13D is filed by (i) Deerfield Private Design Fund III, L.P., (ii) Deerfield Healthcare Innovations Fund, L.P., (iii) Deerfield Private Design Fund IV, L.P., (iv) Deerfield Mgmt III, L.P., (v) Deerfield Mgmt HIF, L.P., (vi) Deerfield Mgmt IV, L.P., (vii) Deerfield Management Company, L.P. and (viii) James E. Flynn, a natural person (collectively, the “ Reporting Persons”), with respect to the common stock of Larimar Therapeutics, Inc. Deerfield Private Design Fund III, L.P., Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund IV, L.P are collectively referred to herein as the “ Funds”.

This Statement on Schedule 13D (the “Schedule 13D ”) relates to the shares of common stock, $0.01 par value per share (the “ Common Stock”) of Larimar Therapeutics, Inc., a Delaware corporation (the “ Company ” or the “ Issuer ”) with principal executive offices located at Three Bala Plaza East, Suite 506, Bala Cynwyd, Pennsylvania 19004.

This Statement is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) by the Reporting Persons.

Other than as set forth above in this Item 2(e), during the last five years, none of the Reporting Persons, nor, to the best of each of the Reporting Person’s knowledge, any of the persons listed on Schedule A attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached hereto as Exhibit A.

Prior to the May 28, 2020 merger of the Company’s wholly-owned subsidiary with Chondrial Therapeutics, Inc. (“Chondrial” and such merger, the “Merger”), the Funds had participated in several rounds of equity financings involving Chondrial's parent company, Chondrial Therapeutics Holdings, LLC (“Holdings”). Specifically: Deerfield Private Design Fund III, L.P. acquired 558,265 Series A Preferred Units of Holdings, 635 Bridge Units of Holdings and 481 Series B Bridge Units of Holdings, for an aggregate purchase price of $16,745,300; Deerfield Healthcare Innovations Fund, L.P. acquired 558,266 Series A Preferred Units of Holdings, 635 Bridge Units of Holdings and 481 Series B Bridge Units of Holdings, for an aggregate purchase price of $16,745,320; and Deerfield Private Design Fund IV, L.P. acquired 558,268 Series A Preferred Units of Holdings, 635 Bridge Units of Holdings and 481 Series B Bridge Units of Holdings, for an aggregate purchase price of $16,745,360. In each case, the working capital of the Funds was used to purchase such securities of Holdings.

As a result of certain provisions of Holdings' limited liability company agreement, the Funds (and the other Reporting Persons) may be deemed to beneficially own all of the shares of Common Stock received by Holdings in the Merger.

The information set forth in Item 3 is hereby incorporated by reference.

The Reporting Persons have acquired the shares reported herein for investment purposes. Jonathan Leff, a partner of Deerfield Management Company, L.P. who served on the Chondrial board of directors since December 2016, was appointed to serve on the Company’s board of directors upon consummation of the Merger and continues to serve in such capacity.

Depending on various factors and subject to the obligations described herein, the Reporting Persons may take such actions with respect to their investments in the Company as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other financial instruments related to the Company or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Company and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

For the purpose of calculating the percent of class, the Company’s issued and outstanding shares of Common Stock was 15,319,075 shares of Common Stock, as of May 28, 2020.

(a)

The Funds collectively hold a majority of the outstanding Series A Preferred Units of Holdings and, accordingly, the Funds have the ability to elect a majority of the members of Holdings’ board of directors. James E. Flynn is the managing member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P. and Deerfield Management Company, L.P.

Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P.

Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P.

Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations Fund, L.P.

Deerfield Management Company, L.P. is the investment manager of each of Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P. and Deerfield Healthcare Innovations Fund, L.P.

Each Reporting Person may be deemed to be a member of a “group” for purposes of the Securities Exchange Act of 1934 with Holdings with respect to the shares held by Holdings (which are reported in this Schedule 13D).

Registration Rights Agreement. In connection with the Merger, the Company agreed to register for resale the shares of Common Stock held by the Funds. In furtherance of such agreement, on June 8, 2020, the Funds and the Company entered into a Registration Rights Agreement, the form of which is attached hereto as Exhibit B, pursuant to which the Company is required to file a registration statement (the “Registration Statement”) with the SEC within 30 days following the date of the consummation of the Merger (the “Registration Deadline”) to register the shares of Common Stock distributable by Holdings to certain of its members, including the Funds. If the Company fails to meet the Registration Deadline or maintain the effectiveness of the Registration Statement for the required effectiveness period, subject to certain permitted exceptions, the Company will be required to pay liquidated damages to the holders of the shares of Common Stock. The Company also agreed, among other things, to indemnify the selling holders under the Registration Statement from certain liabilities and to pay all fees and expenses incident to the Company’s performance of or compliance with the Registration Rights Agreement.

Lock-Up Agreement. In connection with the Merger, the Funds and the Company executed a Lock-Up Agreement, the form of which is attached hereto as Exhibit C, pursuant to which the Funds have agreed, except in limited circumstances, not to sell or transfer, or engage in swap or similar transactions with respect to, shares of Common Stock received pursuant to the Merger for a period of 180 days.

Signature

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

Date: June 8, 2020

Schedule A

General Partner of Deerfield Private Design Fund III, L.P.

The general partner of Deerfield Private Design Fund III, L.P. is Deerfield Mgmt III, L.P. The address of the principal business and/or principal office of Deerfield Mgmt III, L.P. and Deerfield Private Design Fund III, L.P. is 780 Third Avenue, 37^th Floor, New York, New York 10017.

General Partner of Deerfield Mgmt III, L.P.

The general partner of Deerfield Mgmt III, L.P. is J.E. Flynn Capital III, LLC. The address of the principal business and/or principal office of Deerfield Mgmt III, L.P. and J.E. Flynn Capital III, LLC is 780 Third Avenue, 37^th Floor, New York, New York 10017.

General Partner of Deerfield Healthcare Innovations Fund, L.P.

The general partner of Deerfield Healthcare Innovations Fund, L.P. is Deerfield Mgmt HIF, L.P. The address of the principal business and/or principal office of Deerfield Healthcare Innovations Fund, L.P. and Deerfield Mgmt HIF, L.P. is 780 Third Avenue, 37^th Floor, New York, New York 10017.

General Partner of Deerfield Mgmt HIF, L.P.

The general partner of Deerfield Mgmt HIF, L.P. is J.E. Flynn Capital HIF, LLC. The address of the principal business and/or principal office of Deerfield Mgmt HIF, L.P. and J.E. Flynn Capital HIF, LLC is 780 Third Avenue, 37^th Floor, New York, New York 10017.

General Partner of Deerfield Private Design Fund IV, L.P.

The general partner of Deerfield Private Design Fund IV, L.P. is Deerfield Mgmt IV, L.P.. The address of the principal business and/or principal office of Deerfield Mgmt IV, L.P. and Deerfield Private Design Fund IV, L.P. is 780 Third Avenue, 37^th Floor, New York, New York 10017.

General Partner of Deerfield Mgmt IV, L.P.

The general partner of Deerfield Mgmt IV, L.P. is J.E. Flynn Capital IV, LLC. The address of the principal business and/or principal office of Deerfield Mgmt IV, L.P. and J.E. Flynn Capital IV, LLC is 780 Third Avenue, 37^th Floor, New York, New York 10017.

General Partner of Deerfield Management Company, L.P.

The general partner of Deerfield Management Company, L.P. is Flynn Management LLC. The address of the principal business and/or principal office of Deerfield Management Company, L.P. and Flynn Management LLC is 780 Third Avenue, 37^th Floor, New York, New York 10017.