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of Larimar s Amendment No. 1 to the Current Report on Form 8-K filed on

Key Takeaway: MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On May 28, 2020, Larimar Therapeutics, Inc., formerly known as Zafgen, Inc. (the Company or Larimar ), completed its business combination with Chondrial Therapeutics, Inc., a Delaware corpora

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MANAGEMENT S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
On May 28, 2020, Larimar
Therapeutics, Inc., formerly known as Zafgen, Inc. (the Company or Larimar ), completed its business combination with Chondrial Therapeutics, Inc., a Delaware corporation ( Chondrial ), in accordance with the terms
of the Agreement and Plan of Merger and Reorganization, dated December 17, 2019 (as amended, the Merger Agreement ), by and among Larimar, Zordich Merger Sub, Inc. ( Merger Sub ), Chondrial and Chondrial Therapeutics
Holdings, LLC ( Holdings ), pursuant to which Merger Sub merged with and into Chondrial, with Chondrial surviving as a wholly-owned subsidiary of the Company (the Merger ). In connection with, and immediately prior to the
completion of the Merger, the Company effected a reverse stock split of the Company s Common Stock at a ratio of 1-for-12 (the Reverse Stock
Split ). Following completion of the Merger, the Company changed its name from Zafgen, Inc. to Larimar Therapeutics, Inc. (the Name Change ), Chondrial was determined to be the accounting acquirer, the
historical financials of Larimar will be those of Chondrial and the business conducted by the Company became primarily the business conducted by Chondrial.
You should read the following discussion and analysis of Chondrial s financial condition and results of operations together with Chondrial s
condensed consolidated financial statements and the related notes included in Exhibit 99.4 of the Company s Amendment No. 1 to the Current Report on Form 8-K filed with the Securities and Exchange
Commission ( SEC ) on June 26, 2020. Some of the information contained in this discussion and analysis including information with respect to Chondrial s plans and strategy for Chondrial s business and related financing,
includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the Risk Factors included in Exhibit 99.2 of the Company s Amendment No. 1 to the
Current Report on Form 8-K filed with the SEC on June 26, 2020, Chondrial s actual results could differ materially from the results described in or implied by the forward-looking statements contained
in the following discussion and analysis.
Chondrial is a clinical-stage biotechnology company focused on developing treatments for patients suffering from complex rare diseases using
its novel cell penetrating peptide technology platform. Chondrial s lead product candidate, CTI-1601, is a subcutaneously administered, recombinant fusion protein intended to deliver FXN an essential
protein, to the mitochondria of patients with Friedreich s ataxia. Friedreich s Ataxia is a rare, progressive and fatal disease in which patients are unable to produce enough FXN due to a genetic abnormality. There is currently no
effective therapy for Friedreich s Ataxia. CTI-1601 is currently being evaluated in Phase 1 clinical trials in patients with Friedreich s Ataxia. Chondrial has received orphan drug status, fast track
designation and rare pediatric disease designation, from the FDA for CTI-1601. The receipt of such designations may not result in a faster development process, review or approval compared to products
considered for approval under conventional FDA procedures and does not assure ultimate approval by the FDA.
penetrating peptide technology platform, which enables a therapeutic molecule to cross a cell membrane in order to reach intracellular targets, has the potential to enable the treatment of other rare and orphan diseases. Chondrial intends to use its
proprietary platform to target additional orphan indications characterized by deficiencies in or alterations of intracellular protein content or activity.
Since Chondrial s inception in November 2016, Chondrial has devoted substantially all of its resources to developing CTI-1601, building its intellectual property portfolio, developing third-party manufacturing capabilities, business planning, raising capital, and providing general and administrative support for such operations.
From inception through March 31, 2020, Chondrial received gross proceeds of $35.6 million from the sale of Series A convertible preferred units by its parent company, Chondrial Therapeutics Holdings, LLC, or Holdings. Additionally, from
inception through March 31, 2020, Chondrial received gross proceeds of $13.0 million from the sale of Series B Bridge Units by Holdings.
Chondrial has never generated any revenue and has incurred net losses in each year since inception. Chondrial has an accumulated deficit of
$29.8 million as of March 31, 2020. Chondrial s net loss was $6.7 million for the three months ended March 31, 2020 and $4.7 million for the three months ended March 31, 2019. These losses have resulted principally
from costs incurred in connection with research and development activities, in-licensing of technology and general and administrative costs associated with Chondrial s operations. Chondrial expects to
incur significant expenses and operating losses for the foreseeable future.
Chondrial expects to continue to incur expenses in connection with its ongoing activities,
if and as Chondrial:
Chondrial will need additional financing to support its continuing operations. Until such time that Chondrial can generate significant revenue from product sales, if ever, Chondrial expects to finance its operations through a combination of public
equity, private equity, debt financings, or other sources, which may include collaborations with third parties. Arrangements with collaborators or others may require Chondrial to relinquish rights to certain of its technologies or product
candidates. In addition, Chondrial may never successfully complete development of any of its product candidates, obtain adequate patent protection for its technology, obtain necessary regulatory approval for its product candidates or achieve
commercial viability for any approved product candidates. Adequate additional financing may not be available to Chondrial on acceptable terms, or at all. Chondrial s failure to raise capital as and when needed would have a negative impact on
its financial condition and ability to pursue its business strategy. Chondrial will need to generate significant revenue to achieve profitability, and may never do so.
Chondrial expects to continue to generate operating losses for the foreseeable future. As of June 26, 2020, the issuance date of the condensed
consolidated financial statements for the three months March 31, 2020, Chondrial completed its merger with Zafgen Inc., which, upon closing, provided incremental net cash of approximately $40.0 million concurrent with a private placement
which provided additional net proceeds of $75.5 million. Chondrial believes that, based on its current operating plan, its cash and cash equivalents as of the filing date will enable it to fund operations for at least twelve months from the
issuance of these interim financial statements.
On December 17, 2019, Larimar, Merger Sub, Holdings and Chondrial entered into the Merger Agreement, pursuant to which the Merger Sub
would merge with and into Chondrial, with Chondrial surviving the merger as a wholly owned subsidiary of Zafgen. The Merger was completed on May 28, 2020 pursuant to the terms of the Merger Agreement.
Pursuant to the terms of the Merger Agreement, upon closing of the Merger, all of Chondrial s outstanding common stock was exchanged for
common stock of Zafgen and all outstanding options exercisable for units of Holdings were exchanged for options to purchase common stock of Larimar. In addition, immediately following the closing of the merger, the combined organization effected the
Reverse Stock Split and the Name Change. Except as noted otherwise, the unaudited condensed consolidated financial statements and notes included in Exhibit 99.4 of Larimar s Amendment No. 1 to the Current Report on Form 8-K filed on June 26, 2020 do not give effect to the Reverse Stock Split.
The business combination
was accounted for as a reverse acquisition in accordance with GAAP. Under this method of accounting, Chondrial was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that,
immediately following the merger: (i) Chondrial s stockholders own a substantial majority of the voting rights in the combined organization, (ii) the majority of the board of directors of the combined company is composed of directors
designated by Chondrial under the terms of the Merger Agreement and (iii) existing members of Chondrial management will be the management of the combined company. Accordingly, for accounting purposes, the business combination was treated as the
equivalent of Chondrial issuing stock to acquire the net assets of Larimar. As a result, as of the closing date of the Merger, the net assets of Larimar were recorded at their acquisition-date fair values in the financial statements of Chondrial and
the reported operating results prior to the business combination will be those of Chondrial.
Financial Operations Overview
To date, Chondrial has not
generated any revenue from product sales, and does not expect to generate any revenue from the sale of products in the foreseeable future. If Chondrial s development efforts result in clinical success and regulatory approval or collaboration
agreements with third parties for its product candidates, Chondrial may generate revenue from those product candidates or collaborations.
The majority of Chondrial s operating expenses since inception have consisted primarily of research and development
activities, and general and administrative costs.
Research and Development Expenses. Research and development expenses, which
consist primarily of costs associated with Chondrial s product research and development efforts, are expensed as incurred. Research and development expenses consist primarily of:
Research and development costs are expensed as incurred. Costs for certain activities, such as manufacturing, preclinical studies and clinical
trials are generally recognized based on the evaluation of the progress of completion of specific tasks using information and data provided by Chondrial s vendors and collaborators. Research and development activities are central to
Chondrial s business. Chondrial expects to increase its investment in research and development in order to advance CTI-1601 through additional clinical trials. As a result, Chondrial expects that its
research and development expenses will increase in the foreseeable future as it pursues clinical development of its product candidates.
At this time, Chondrial cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to
complete the development of its product candidates. Chondrial is also unable to predict when, if ever, material net cash inflows will commence from sales of its product candidates. The duration, costs, and timing of clinical trials and development
of Chondrial s product candidates will depend on a variety of factors, including:
A change in the outcome of any of these variables with respect to the development of a product candidate could significantly change the costs,
timing and viability associated with the development of that product candidate. For example, if the FDA, or another regulatory authority were to require Chondrial to conduct clinical trials beyond those that Chondrial currently anticipates will be
required for the completion of clinical development of a product candidate, or if Chondrial experiences significant delays in enrollment in any of its clinical trials, Chondrial could be required to expend significant additional financial resources
and time on the completion of clinical development.
General and Administrative Expenses. General and administrative expenses consist
primarily of personnel costs, consisting of salaries, related benefits and stock-based compensation, of Chondrial s executive, finance, information technology, and other administrative functions. General and administrative expenses also include
travel expenses, allocated facility-related costs not otherwise included in research and development expenses, insurance expenses, and professional fees for auditing, tax and legal services, including legal expenses to pursue patent protection of
Chondrial s intellectual property. Chondrial expects that its general and administrative expenses will increase in the foreseeable future as it hires additional employees to implement and improve its operational, financial and management
systems. Additionally, as a publicly-traded company, Chondrial will incur significant additional legal, accounting and other expenses that Chondrial did not incur as a privately-held company.
Critical Accounting Policies and Significant Judgments and Estimates
Chondrial s condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the
United States of America. The preparation of Chondrial s condensed consolidated financial statements and related disclosures requires Chondrial to make estimates and assumptions that affect the reported amount of assets, liabilities, costs and
expenses, and related disclosures. Chondrial believes that the estimates and assumptions involved in the accounting policies described below may have the greatest potential impact on Chondrial s condensed consolidated financial statements and,
therefore, consider these to be Chondrial s critical accounting policies. Chondrial evaluates these estimates and assumptions on an ongoing basis. Chondrial s actual results may differ from these estimates under different assumptions and
conditions. See also Note 3 of Chondrial s unaudited condensed consolidated financial statements included in Exhibit 99.4 of Larimar s Amendment No. 1 to the Current Report on Form 8-K filed on
Research and Development Expenses
As part of the process of preparing Chondrial s condensed consolidated financial statements, Chondrial is required to estimate its accrued
research and development expenses. This process involves reviewing open contracts and purchase orders, communicating with its personnel and outside vendors to identify services that have been performed on its behalf and estimating the level of
service performed and the associated costs incurred for the services when Chondrial has not yet been invoiced or otherwise notified of the actual costs. The majority of Chondrial s service providers invoice Chondrial in arrears for services
performed, on a pre-determined schedule or when contractual milestones are met; however, some require advance payments. Chondrial makes estimates of its accrued expenses as of each balance sheet date in its
condensed consolidated financial statements based on facts and circumstances known to it at that time. Examples of estimated accrued research and development expenses include fees paid to:
Chondrial bases its expenses related to clinical trials on its estimates of the services received and efforts expended
pursuant to contracts with multiple CROs that conduct and manage clinical trials on Chondrial s behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows.
There may be instances in which payments made to Chondrial s vendors will exceed the level of services provided and result in a prepayment of the clinical expense, nonclinical expense, or manufacturing activities. Payments under some of these
contracts depend on factors such as the completion of clinical trial milestones. In accruing service fees, Chondrial estimates the time period over which services will be performed, enrollment of patients, number of sites activated and the level of
effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from Chondrial s estimate, Chondrial adjusts the accrual or prepaid accordingly. Although Chondrial does not expect its
estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in us recognizing
adjustments in future periods as additional information becomes available.
Stock-Based Compensation
Chondrial has historically issued equity awards to employees in the form of options to purchase common units of Holdings and, to a lesser
extent, restricted common units of Holdings. Chondrial measures equity-based awards granted to employees and directors at fair value on the date of grant and recognizes the corresponding compensation expense of those awards over the requisite
service period, which is generally the vesting period of the respective award. Generally, Chondrial issues common unit options and restricted common unit awards with only service-based vesting conditions and record the expense for these awards using
the straight-line method. Stock-based compensation costs for non-employees are recognized as expense over the vesting period on a graded vesting basis.
Last updated: Jun 26, 2020