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Larimar Therapeutics, Inc. – ‘10-K’ for 12/31/23 – ‘EX-10.4’

On:  Thursday, 3/14/24, at 4:25pm ET   ·   For:  12/31/23   ·   Accession #:  950170-24-31529   ·   File #:  1-36510

Previous ‘10-K’:  ‘10-K’ on 3/14/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   20 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/14/24  Larimar Therapeutics, Inc.        10-K       12/31/23   63:10M                                    Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.22M 
 4: EX-10.20    Material Contract                                   HTML    525K 
 5: EX-10.21    Material Contract                                   HTML    100K 
 2: EX-10.3     Material Contract                                   HTML     33K 
 3: EX-10.4     Material Contract                                   HTML     45K 
 6: EX-21.1     Subsidiaries List                                   HTML     20K 
 7: EX-23.1     Consent of Expert or Counsel                        HTML     19K 
11: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     39K 
                Awarded Compensation                                             
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     24K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     24K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     24K 
13: R1          Document and Entity Information                     HTML     93K 
14: R2          Consolidated Balance Sheets                         HTML    109K 
15: R3          Consolidated Balance Sheets (Parenthetical)         HTML     40K 
16: R4          Consolidated Statements of Operations and           HTML     75K 
                Comprehensive Loss                                               
17: R5          Consolidated Statements of Changes in               HTML     65K 
                Stockholders' Equity                                             
18: R6          Consolidated Statements of Cash Flows               HTML     87K 
19: R7          Pay vs Performance Disclosure                       HTML     32K 
20: R8          Insider Trading Arrangements                        HTML     26K 
21: R9          Description of Business and Organization            HTML     44K 
22: R10         Summary of Significant Accounting Policies          HTML     49K 
23: R11         Fair Value Measurements and Cash                    HTML    161K 
                Equivalents/Marketable Securities                                
24: R12         Prepaid Expenses and Other Current Assets           HTML     36K 
25: R13         Fixed Assets                                        HTML     50K 
26: R14         Accrued Expenses                                    HTML     36K 
27: R15         Stockholders? Equity and Stock Options              HTML    160K 
28: R16         Commitments and Contingencies                       HTML     63K 
29: R17         Income Taxes                                        HTML    122K 
30: R18         Summary of Significant Accounting Policies          HTML    102K 
                (Policies)                                                       
31: R19         Fair Value Measurements and Cash                    HTML    151K 
                Equivalents/Marketable Securities (Tables)                       
32: R20         Prepaid Expenses and Other Current Assets (Tables)  HTML     36K 
33: R21         Fixed Assets (Tables)                               HTML     47K 
34: R22         Accrued Expenses (Tables)                           HTML     35K 
35: R23         Stockholders? Equity and Stock Options (Tables)     HTML    127K 
36: R24         Commitments and Contingencies (Tables)              HTML     36K 
37: R25         Income Taxes (Tables)                               HTML    111K 
38: R26         Description of Business and Organization -          HTML     48K 
                Additional Information (Detail)                                  
39: R27         Summary of Significant Accounting Policies -        HTML     45K 
                Additional Information (Detail)                                  
40: R28         Fair Value Measurements and Cash                    HTML     27K 
                Equivalents/Marketable Securities - Additional                   
                Information (Detail)                                             
41: R29         Fair Value Measurements and Cash                    HTML     47K 
                Equivalents/Marketable Securities - Summary of                   
                Cash Equivalents and Marketable Securities                       
                (Detail)                                                         
42: R30         Fair Value Measurements and Cash                    HTML     41K 
                Equivalents/Marketable Securities - Summary of                   
                Marketable Securities (Detail)                                   
43: R31         Prepaid Expenses and Other Current Assets -         HTML     28K 
                Schedule of Prepaid Expenses and Other Current                   
                Assets (Detail)                                                  
44: R32         Fixed Assets - Schedule of Fixed Assets, Net        HTML     38K 
                (Detail)                                                         
45: R33         Fixed Assets - Additional Information (Detail)      HTML     23K 
46: R34         Accrued Expenses - Schedule of Accrued Expenses     HTML     28K 
                (Detail)                                                         
47: R35         Stockholders Equity and Stock Options - Additional  HTML    173K 
                Information (Detail)                                             
48: R36         Stockholders Equity and Stock Options -             HTML     29K 
                Assumptions used to Determine Fair Value of Stock                
                Options Granted (Detail)                                         
49: R37         Stockholders Equity and Stock Options - Summary of  HTML     65K 
                Stock Option Activity (Detail)                                   
50: R38         Stockholders Equity and Stock Options - Summary of  HTML     49K 
                Restricted Stock Units (Details)                                 
51: R39         Stockholders Equity and Stock Options - Summary of  HTML     34K 
                Stock-Based Compensation Expense (Detail)                        
52: R40         Commitments and Contingencies - Additional          HTML    127K 
                Information (Detail)                                             
53: R41         Commitments and Contingencies - Schedule of         HTML     38K 
                Maturities of Lease Liabilities Due Under Lease                  
                Agreements (Detail)                                              
54: R42         Income Taxes - Additional Information (Detail)      HTML     69K 
55: R43         Income Taxes - Schedule of Domestic and Foreign     HTML     29K 
                Components of Loss Before Income Taxes (Detail)                  
56: R44         Income Taxes - Reconciliation of Federal Statutory  HTML     39K 
                Income Tax Rate (Detail)                                         
57: R45         Income Taxes - Schedule of Net Deferred Tax Assets  HTML     51K 
                (Detail)                                                         
58: R46         Income Taxes - Summary of Changes in the Valuation  HTML     24K 
                Allowance for Deferred Tax Assets (Detail)                       
60: XML         IDEA XML File -- Filing Summary                      XML    111K 
63: XML         XBRL Instance -- lrmr-20231231_htm                   XML   1.60M 
59: EXCEL       IDEA Workbook of Financial Report Info              XLSX    122K 
12: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD   2.64M 
                Linkbases Document -- lrmr-20231231                              
61: JSON        XBRL Instance as JSON Data -- MetaLinks              457±   705K 
62: ZIP         XBRL Zipped Folder -- 0000950170-24-031529-xbrl      Zip   1.36M

‘EX-10.4’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

  EX-10.4  

 

larimar therapeutics, inc.


NON-QUALIFIED stock option grant notice

and award agreement

NON-PLAN INDUCEMENT AWARD

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 Option had actually been issued under the Plan. This Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.

Participant: [ ]

Grant Date: [ ]

Exercise Price Per Share: [ ]

Total Number of Shares Subject to Option: [ ]

Expiration Date: [ ]

Vesting Schedule: [ ]

By Participant’s signature below, Participant agrees to be bound by the terms and conditions of the Agreement and the Grant Notice, and, for purposes of interpreting the provisions of the 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 Option had actually been issued under the Plan. Participant has reviewed the Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Grant Notice and fully understands all provisions of the Grant Notice, the Agreement and the Plan. This document may be executed, including by electronic means, in multiple counterparts, each of which will be deemed an original, and all of which together will be deemed a single instrument.

LARIMAR THERAPEUTICS, INC. PARTICIPANT

 

ACTIVE/121518754.3

 

 

 

_____________________________________ ________________________________
Name: Name:

Title: Title:

 

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ACTIVE/121518754.3

 

 

exhibit a
to NON-QUALIFIED stock option grant

Notice Award agreement

Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant an Option under the Plan to purchase the number of Shares set forth in the Grant Notice.

1.
Award of Option. In consideration of Participant’s employment with or service to the Company and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice, the Company has granted to Participant the Option to purchase part or all of the aggregate number of Shares set forth in the Grant Notice, subject to the terms and conditions set forth in the Grant Notice and this Agreement, and, as set forth above, for purposes of interpreting the provisions of the 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 Option had actually been issued under the Plan.
2.
Date of Grant; Term of Option. The Option is granted on the Grant Date and may not be exercised later than the Expiration Date, subject to earlier termination in accordance with this Agreement.
3.
Option Exercise Price. The exercise price per Share of the Option (the “Exercise Price”) is set forth in the Grant Notice.
4.
Vesting and Exercise of Option.
(a)
Vesting. Subject to the continued service of the Participant with the Company through the relevant vesting dates, the Option shall become vested and exercisable in such amounts and at such times as set forth in the Grant Notice.
(b)
Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to include service with an Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company).
(c)
Effect of Termination of Service on the Option. If the Participant’s service ceases for any reason, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan.
(d)
Method of Exercise. The Participant may exercise the Option by delivering a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. To the extent permitted (and subject to procedures established) by the Committee in its discretion, the Participant may also pay the Exercise Price (i) by surrendering previously acquired Shares to the Company, which Shares have an aggregate Fair Market Value on the date of exercise equal to the aggregate

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ACTIVE/121518754.3

 

 

Exercise Price then due (or by means of attestation, whereby the Participant identifies specific previously acquired Shares having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price then due and the number of Shares actually delivered upon exercise is reduced by the number of such identified Shares), or (ii) by means of a broker-assisted cashless exercise. The notice of exercise must also be accompanied by any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.
(e)
Partial Exercise. The minimum number of Shares with respect to which the Option may be exercised at any one time shall be the lesser of (i) 100 Shares, or (ii) the total number of Shares as to which the Option is then exercisable.
(f)
Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement.
5.
Investment Representations. The Participant represents and warrants he or she is acquiring the Option (and upon exercise of the Option, will be acquiring the subject Shares) for investment for the Participant’s own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. As a further condition to the exercise of the Option, the Company may require the Participant to make any representation or warranty as may be required by or advisable under any applicable law or regulation.
6.
Non-Transferability of Option. Except as may be permitted by the Committee in accordance with Section 14 of the Plan, the Option may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner, either voluntarily or involuntarily, other than by will or by the laws of descent and distribution.
7.
Adjustments. The Exercise Price, as well as the number and kind of shares subject to the Option, are subject to adjustment at the discretion of the Committee, including, but not limited to, in accordance with Section 3(d) of the Plan.
8.
Tax Consequences. The Participant acknowledges that the Company has not advised the Participant regarding the Participant’s tax liability in connection with the Option. The Participant acknowledges that the Participant has reviewed with the Participant’s own tax advisors the tax treatment of the Option (including the purchase and sale of Shares subject hereto) and is relying solely on those advisors in that regard. The Participant understands that the Participant (and not the Company) will be responsible for the Participant’s own tax liabilities arising in connection with the Option.
9.
No Continuation of Service. This Agreement will not confer upon the Participant any right to continue in the employment or service of the Company or any of its Affiliates, or

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ACTIVE/121518754.3

 

 

limit in any respect the right of the Company or its Affiliates to discharge the Participant at any time, for any reason.
10.
The Plan. As set forth above, this Option is not granted pursuant to the Plan. Instead, this Option is granted as an “employment inducement award” pursuant to the exemption provided by Rule 5635(c)(4) of the Marketplace Rules of NASDAQ Stock Market, Inc. However, for purposes of interpreting the provisions of this Option, the terms and conditions of the Plan (other than those applicable to the share reserve, but, including the powers of the Administrator set forth in Section 2 of the Plan) shall govern and apply to this Option as if this Option had actually been issued under the Plan. The Participant has received a copy of the Plan, has read the Plan and is familiar with its terms, and hereby accepts the Option subject to the terms and provisions of the Plan only for purposes of interpreting the provisions of this Agreement, including that the Committee is authorized to interpret this Option and the Plan and to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to questions arising under the Grant Notice or this Agreement, or any interpretations of the Plan or the Plan’s governance and applicability to this Agreement.
11.
Entire Agreement. The Grant Notice and this Agreement represent the entire agreement between the parties with respect to the subject matter hereof and supersede any prior agreement, written or otherwise, relating to the subject matter hereof.
12.
Amendment. This Agreement may only be amended by a writing signed by each of the parties hereto; provided that the Company may amend this Agreement without the Participant’s consent, if the amendment does not materially impair the Participant’s rights hereunder.
13.
Governing Law. This Agreement will be construed in accordance with the laws of the State of Delaware, without regard to the application of the principles of conflicts of laws.
14.
Headings. The headings in this Agreement are for convenience only. They form no part of the Agreement and will not affect its interpretation.
15.
Data Privacy Consent. In order to administer the Option and to implement or structure future equity grants, the Company, its affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Option (the “Relevant Information”). By entering into this Agreement, the Participant (a) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (b) waives any privacy rights the Participant may have with respect to the Relevant Information; (c) authorizes the Relevant Companies to store and transmit such information in electronic form; and (d) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Participant shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

5

 

ACTIVE/121518754.3

 

 

16.
Electronic Delivery of Documents. The Participant authorizes the Company to deliver electronically any prospectuses or other documentation related to the Option and any other compensation or benefit plan or arrangement in effect from time to time (including, without limitation, reports, proxy statements or other documents that are required to be delivered to participants in such arrangements pursuant to Federal or state laws, rules or regulations). For this purpose, electronic delivery will include, without limitation, delivery by means of e-mail or e-mail notification that such documentation is available on the Company’s Intranet site. Upon written request, the Company will provide to the Participant a paper copy of any document also delivered to the Participant electronically. The authorization described in this paragraph may be revoked by the Participant at any time by written notice to the Company.

 

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ACTIVE/121518754.3

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/14/248-K
For Period end:12/31/23
 List all Filings 

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/09/24  Larimar Therapeutics, Inc.        S-3                    7:2.5M                                   Donnelley … Solutions/FA
 3/14/24  Larimar Therapeutics, Inc.        S-8         3/14/24    4:75K                                    Donnelley … Solutions/FA
 3/14/24  Larimar Therapeutics, Inc.        S-8         3/14/24    4:79K                                    Donnelley … Solutions/FA

17 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/10/23  Larimar Therapeutics, Inc.        10-Q        6/30/23   52:7.4M                                   Donnelley … Solutions/FA
 3/14/23  Larimar Therapeutics, Inc.        10-K       12/31/22   64:10M                                    Donnelley … Solutions/FA
 2/07/23  Larimar Therapeutics, Inc.        8-K:8,9     2/07/23   11:173K                                   Donnelley … Solutions/FA
 8/11/22  Larimar Therapeutics, Inc.        10-Q        6/30/22   56:6.9M                                   Donnelley … Solutions/FA
 5/10/21  Larimar Therapeutics, Inc.        10-Q        3/31/21   58:6.1M                                   ActiveDisclosure/FA
 3/04/21  Larimar Therapeutics, Inc.        10-K       12/31/20   67:7.9M                                   ActiveDisclosure/FA
10/30/20  Larimar Therapeutics, Inc.        8-K:1,9    10/27/20    2:433K                                   Donnelley … Solutions/FA
 9/29/20  Larimar Therapeutics, Inc.        8-K:5,9     9/29/20    3:112K                                   Donnelley … Solutions/FA
 8/14/20  Larimar Therapeutics, Inc.        10-Q        6/30/20   66:6.2M                                   ActiveDisclosure/FA
 8/06/20  Larimar Therapeutics, Inc.        8-K:5,7,9   7/31/20    3:7.6M                                   Donnelley … Solutions/FA
 6/26/20  Larimar Therapeutics, Inc.        S-3                    5:400K                                   Donnelley … Solutions/FA
 6/26/20  Larimar Therapeutics, Inc.        S-8         6/26/20    5:132K                                   Donnelley … Solutions/FA
 6/02/20  Larimar Therapeutics, Inc.        8-K:1,2,3,5 5/28/20   10:678K                                   Donnelley … Solutions/FA
 3/09/20  Larimar Therapeutics, Inc.        8-K:1,9     3/06/20    2:48K                                    Donnelley … Solutions/FA
12/18/19  Larimar Therapeutics, Inc.        8-K:1,3,5,812/17/19    5:7.6M                                   Donnelley … Solutions/FA
 5/09/19  Larimar Therapeutics, Inc.        10-Q        3/31/19   58:6.3M                                   ActiveDisclosure/FA
 6/24/14  Larimar Therapeutics, Inc.        8-K:5,9     6/18/14    3:139K                                   Donnelley … Solutions/FA
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