Statement of Ownership (sc 13g)
18 Febrero 2022 - 3:34PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ________)*
Larimar
Therapeutics, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
517125100
(CUSIP
Number)
James
Silverman, One Boston Place, 26th Fl. Boston MA 02108, 617-229-5085
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
2/15/2022
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
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).
CUSIP
No. 517125100 |
|
13G |
|
Page
2 of 5 Pages |
Opaleye
Management, Inc.
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☐ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
MA
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH |
|
5. |
SOLE
VOTING POWER
0
|
|
6. |
SHARED
VOTING POWER
943,702
|
|
7. |
SOLE
DISPOSITIVE POWER
|
|
8. |
SHARED
DISPOSITIVE POWER
943,702
|
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
943,702
|
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.32%
|
12. |
TYPE
OF REPORTING PERSON (see instructions)
CO
|
|
*
Based upon 17,710,450 shares of common stock issued and outstanding on November 10, 2021 as reported by the Issuer on its registration
statement on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021. This calculation does not include
the exercise or conversion of outstanding securities of the Issuer. |
CUSIP
No. 517125100 |
|
13G |
|
Page
3 of 5 Pages |
Item
1.
|
(a) |
Name
of Issuer Larimar Therapeutics, Inc. |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices Three Bala Plaza East, Suite 506, Bala Cynwyd, PA 19004 |
Item
2.
|
(a) |
Name
of Person Filing This statement is filed by the entities and persons listed below, who are
collectively referred to herein as “Reporting Persons” with respect to the shares
of common stock of the Company.
Opaleye
Fund
Opaleye,
L.P. (the “Opaleye Fund”), a private fund formed in the state of Delaware.
Investment
Manager
Opaleye
Management Inc. (the “Investment Manager”), with respect to the shares of common stock held by the Opaleye Fund, a private
fund to which the Investment Manager serves as investment manager. The Investment Manager also serves as a portfolio manager for
a separate managed account (the “Managed Account”) and may be deemed to indirectly beneficially own securities owned
by the Managed Account. The Investment Manager disclaims beneficial ownership of the shares held by the Managed Account.
Reporting
Individual
Mr.
James Silverman (the “Reporting Individual”), with respect to the shares of common stock held by the Opaleye Fund. Mr.
Silverman is the President of the Investment Manager. |
|
|
|
|
(b) |
Address
of the Principal Office or, if none, residence One Boston Place, 26th Floor, Boston, MA 02108 |
|
|
|
|
(c) |
Citizenship
is set forth in Row 4 of the cover page for each Reporting Person and is incorporated herein
by
reference
for each such Reporting Person. |
|
|
|
|
(d) |
Title
of Class of Securities Common Stock, par value $0.001 per share |
|
|
|
|
(e) |
CUSIP
Number 517125100 |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a) |
☐ |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
☐ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
☐ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
CUSIP
No. 517125100 |
|
13G |
|
Page
4 of 5 Pages |
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
Amount
beneficially owned: 943,702
Opaleye
Management Inc. — 943,702 shares of common stock*
Opaleye,
L.P. — 943,702 shares of common stock*
James
Silverman — 943,702 shares of common stock*
*
Includes 48,702 shares of common stock held by the Managed Account |
|
|
|
|
(b) |
Percent
of class: 5.32%
Opaleye
Management Inc. — 5.32%**
Opaleye,
L.P. — 5.32%**
James
Silverman — 5.32%**
**
Based upon 17,710,450 shares of common stock issued and outstanding on November 10, 2021 as reported by the Issuer on its registration
statement on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021. This calculation does not include
the exercise or conversion of outstanding securities of the Issuer. |
|
(c) |
Number
of shares as to which the person has: 943,702* |
|
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote: 0 |
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote: 943,702* |
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of: 0 |
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of: 943,702*
*
Includes 48,702 shares of common stock held by the Managed Account |
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐ .
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item
8. Identification and Classification of Members of the Group.
Item
9. Notice of Dissolution of Group.
Item
10. Certification.
|
(a) |
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
|
|
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect. |
|
|
|
|
(b) |
The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
|
|
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP
No. 517125100 |
|
13G |
|
Page
5 of 5 Pages |
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.
|
02/18/2022
|
|
Date |
|
|
|
/s/
James Silverman
|
|
Signature |
|
|
|
James
Silverman
|
|
Opaleye,
L.P.
|
|
|
|
Title:
Managing Member of Opaleye
|
|
|
|
Title:
GP LLC, the General Partner of Opaleye,
L.P.
|
|
|
|
Title: President, Opaleye Management,
Inc. |
|
Name/Title |
Larimar Therapeutics (NASDAQ:LRMR)
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