The Merger Agreement provides that, immediately following the Effective Time, as defined in the Merger
Agreement, the board of directors of the combined company will consist of Peter Barrett, Ph.D., Carole Ben-Maimon, M.D., Thomas Daniel, M.D., Thomas Hamilton, Jonathan Leff, Frank Thomas, and one additional designee of Deerfield Management (until
each of their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal). In connection with the Merger, Zafgen will seek to amend its certificate of incorporation to: (i) effect a reverse
split of Zafgen common stock at a ratio to be determined by Zafgen and Chondrial, which is intended to ensure that the listing requirements of the Nasdaq Global Market are satisfied and (ii) change the name of Zafgen to Larimar
Therapeutics, Inc..
Zafgens and Chondrials obligations to consummate the Merger are subject to the satisfaction or waiver of customary
closing conditions, including, among others, obtaining the requisite approvals of the stockholders of Zafgen and Chondrial, including the approval of the charter amendments by the stockholders of Zafgen, and the preparation of a proxy statement, as
well as satisfaction of minimum net cash thresholds of $30,000,000 by Zordich and not less than zero by Chondrial. Holdings, in its capacity as the sole stockholder of Chondrial, has approved the Merger Agreement by written consent.
The Zafgen Board has unanimously approved the Merger Agreement and the related transactions, and has adopted resolutions recommending the requisite
stockholder approval for the issuance of the shares of Zafgen common stock pursuant to the Merger. Zafgen has agreed to hold a stockholders meeting to submit certain matters to its stockholders for their consideration. In connection with the
Merger, Zafgen intends to file with the Securities and Exchange Commission (SEC) a proxy statement and other relevant materials in connection with the proposed transactions.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger
Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other
factual information about Zafgen or Chondrial. The Merger Agreement contains representations, warranties and covenants that Zafgen and Chondrial made to each other as of specific dates. The assertions embodied in those representations, warranties
and covenants were made solely for purposes of the Merger Agreement between Zafgen and Chondrial and may be subject to important qualifications and limitations agreed to by Zafgen and Chondrial in connection with negotiating its terms, including
being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be
different from what may be viewed as material to investors or security holders, or may have been used for the purpose of allocating risk between Zafgen and Chondrial rather than establishing matters as facts. Moreover, information concerning the
subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Zafgens public disclosures. For the foregoing reasons, no person should
rely on the representations and warranties as statements of factual information at the time they were made or otherwise.
Stockholder Support
Agreements
In connection with the execution of the Merger Agreement, Zafgen entered into stockholder support agreements (the Stockholder
Support Agreements) with its current directors and certain officers and its largest stockholder, which collectively beneficially own or control an aggregate of approximately 9.7% of the outstanding shares of Zafgen common stock. The
Stockholder Support Agreements provide that, among other things, each of the stockholders has agreed to vote or cause to be voted, all of the shares of Zafgens common stock beneficially owned by such stockholder in favor of the stockholder
proposals submitted at the Zafgen stockholders meeting to be held in connection with the Merger.