United States securities and exchange commission logo
July 10, 2020
Carole Ben-Maimon, M.D.
President and Chief Executive Officer
Larimar Therapeutics, Inc.
Three Bala Plaza East, Suite 506
Bala Cynwyd, PA 19004
Re: Larimar
Therapeutics, Inc.
Registration
Statement on Form S-3
Filed June 26, 2020
File No. 333-239510
Dear Dr. Ben-Maimon:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed June 26, 2020
General
1. We note that you are
not eligible to conduct this offering on Form S-3 because you do not
meet the conditions
outlined in General Instruction I.A.3 or I.A.6 of Form S-3. In this
regard, Zafgen, Inc.
was the acquired company for financial reporting purposes in the
business combination
that closed on May 28, 2020 and the financial statements of
Chondrial Therapeutics,
Inc. have not been included in materials required to be filed
pursuant to Section 13,
14 and 15(d) for a period of at least twelve calendar months
immediately preceding
the filing of the registration statement on Form S-3. Accordingly,
please register the
offering on Form S-1.
Carole Ben-Maimon, M.D.
FirstName LastNameCarole
Larimar Therapeutics, Inc. Ben-Maimon, M.D.
Comapany
July NameLarimar Therapeutics, Inc.
10, 2020
July 10,
Page 2 2020 Page 2
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jason L. Drory, Staff Attorney, at 202-551-8342, or
Joseph McCann,
Legal Branch Chief, at 202-551-6262 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Rachel M. Bushey, Esq.