Fulcrum Therapeutics Announces Pricing of Upsized $175.0 Million Public Offering of Common Stock and Pre-Funded Warrants

Rhea-AI Summary

Fulcrum Therapeutics (Nasdaq: FULC) priced an upsized underwritten public offering to raise approximately $175.0 million in gross proceeds. The offering consists of 11,851,853 shares of common stock at $13.50 per share and, in lieu of common stock to certain investors, 1,111,193 pre-funded warrants at $13.499 each (exercise price $0.001). Fulcrum granted underwriters a 30-day option to buy up to an additional 1,944,456 shares on the same terms. Net proceeds are intended primarily for general corporate purposes, including working capital, R&D and clinical trials, regulatory submissions, commercialization, and potential acquisitions.

The offering is expected to close on or about December 11, 2025 and is being made under an effective shelf registration previously declared effective by the SEC.

Positive

• Gross proceeds of $175.0 million
• 11,851,853 shares offered at $13.50 per share
• Proceeds earmarked for R&D and clinical trials

Negative

• Issuance of 11,851,853 shares plus 1,111,193 pre-funded warrants may dilute existing shareholders
• Pre-funded warrants exercise price of $0.001 creates dilution with minimal incremental cash per share

Key Figures

Common shares offered 11,851,853 shares Underwritten public offering size

Offering price $13.50 per share Public offering price for common stock

Pre-funded warrants 1,111,193 warrants Pre-funded warrants in lieu of common stock

Warrant price $13.499 per pre-funded warrant Public offering price for pre-funded warrants

Warrant exercise price $0.001 per share Exercise price of each pre-funded warrant

Gross proceeds $175.0 million Expected gross proceeds before expenses

Underwriter option 1,944,456 shares 30-day option to purchase additional common stock

Closing date December 11, 2025 Expected closing of the offering, subject to conditions

Market Reality Check

$14.60 Last Close

Volume Volume 3,868,104 is 1.73x the 20-day average of 2,239,739 shares. high

Technical Price $14.60 is trading above the 200-day MA of $6.70, reflecting a strong pre-offering uptrend.

Peers on Argus

FULC gained 12.39% while peers were mixed: LXRX -5.76%, AUTL -3.25%, LRMR +8.04%, PRTC -1.50%, SLDB +1.41%, indicating company-specific drivers.

Historical Context

Date	Event	Sentiment	Move	Catalyst
2025-12-08	Equity offering	Negative	+46.0%	Proposed $150M common stock offering with 30-day underwriter option.
2025-12-06	Clinical data update	Positive	+46.0%	Positive Phase 1b PIONEER trial results for pociredir in sickle cell disease.
2025-12-05	Inducement grant	Neutral	+0.3%	Small stock option grant to a new hire under inducement plan.
2025-12-02	Investor event	Neutral	-9.3%	Announcement of investor event to review new PIONEER trial data.
2025-11-07	Inducement grants	Neutral	+0.5%	Equity grants to new employees under Nasdaq inducement rule.

Pattern Detected

Recent news flow shows strong positive reactions to clinical data and even to an offering announcement, with more muted moves around routine corporate or HR-related updates.

Recent Company History

Over the last six weeks, Fulcrum issued several updates spanning clinical progress, capital raising, and routine equity grants. Positive PIONEER trial data in sickle cell disease and the proposed equity offering on Dec 8, 2025 both saw sharp gains of 45.96%. By contrast, inducement option grants in early November and December produced minimal price changes, and an investor event announcement on Dec 2, 2025 coincided with a -9.32% move. Today’s priced, upsized offering builds directly on the Dec 8 financing proposal.

Market Pulse Summary

This announcement prices an upsized equity deal totaling $175.0M, with 11.85M common shares and 1.11M pre-funded warrants at $13.50/$13.499. Proceeds are earmarked for general corporate purposes, including R&D and clinical work. It follows a proposed $150.0M deal announced on Dec 8, 2025. Investors may watch execution of the offering, deployment of capital into the PIONEER program, and any subsequent updates to the development or corporate pipeline.

Key Terms

pre-funded warrants financial

"in lieu of common stock to certain investors, pre-funded warrants to purchase up to"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

underwritten public offering financial

"announced the pricing of its previously announced underwritten public offering of 11,851,853"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

exercise price financial

"represents the per share public offering price ... less the $0.001 per share exercise price"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

registration statement regulatory

"The securities are being offered by Fulcrum pursuant to an effective ... registration statement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying prospectus relating to and describing"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

CAMBRIDGE, Mass., Dec. 10, 2025 (GLOBE NEWSWIRE) -- Fulcrum Therapeutics, Inc. ^® (“Fulcrum”) (Nasdaq: FULC), a clinical-stage biopharmaceutical company focused on developing small molecules to improve the lives of patients with genetically defined rare diseases, today announced the pricing of its previously announced underwritten public offering of 11,851,853 shares of its common stock at a public offering price of $13.50 per share, and, in lieu of common stock to certain investors, pre-funded warrants to purchase up to 1,111,193 shares of common stock at a public offering price of $13.499 per pre-funded warrant, which represents the per share public offering price of each share of common stock less the $0.001 per share exercise price of each pre-funded warrant. The gross proceeds to Fulcrum from the offering, before deducting underwriting discounts and commissions and other offering expenses, are expected to be $175.0 million. In addition, Fulcrum has granted the underwriters a 30-day option to purchase up to an additional 1,944,456 shares of its common stock on the same terms and conditions. All of the securities in the offering are to be sold by Fulcrum.

Fulcrum currently intends to use the net proceeds from the sale of the securities offered in the public offering primarily for general corporate purposes, which may include working capital and capital expenditures, research and development expenses, including to fund clinical trials, regulatory submissions, commercialization, discovery and additional preclinical research and development of additional product candidates and platform enhancement, general and administrative expenses, and potential acquisitions of, or investments in, companies, technologies, products or assets that complement its business.

J.P. Morgan, Leerink Partners, and Cantor are acting as book-running managers for the offering. Oppenheimer & Co. and Truist Securities are also acting as book-running managers for the offering. The offering is subject to the satisfaction of customary closing conditions and expected to close on or about December 11, 2025.

The securities are being offered by Fulcrum pursuant to an effective shelf registration statement that was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2024 and declared effective by the SEC on April 25, 2024. The offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed with the SEC on December 8, 2025 and is available on the SEC’s website at www.sec.gov, and a final prospectus supplement and accompanying prospectus relating to the final terms of the offering will be filed with the SEC.

When available, copies of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmorgan.com and postsalemanualrequests@broadridge.com; Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; Cantor Fitzgerald & Co. by mail at Attention: Capital Markets, 110 East 59th Street, New York 10022 or by email at prospectus@cantor.com; Oppenheimer & Co. Inc. Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8055, or by email at EquityProspectus@opco.com; or Truist Securities, Inc., Attention: Equity Capital Markets, 740 Battery Ave SE, Atlanta, Georgia 30339, by telephone at (800) 685-4786 or by email at truistsecurities.prospectus@truist.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Fulcrum Therapeutics
Fulcrum Therapeutics is a clinical-stage biopharmaceutical company focused on developing small molecules to improve the lives of patients with genetically defined rare diseases in areas of high unmet medical need. Fulcrum’s lead clinical program is pociredir, a small molecule designed to increase expression of fetal hemoglobin for the treatment of sickle cell disease. Fulcrum uses proprietary technology to identify drug targets that can modulate gene expression to treat the known root cause of gene mis-expression.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the completion of the public offering and the use of proceeds from the public offering. All such forward-looking statements are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties related to fluctuations in Fulcrum’s stock price, changes in market conditions and satisfaction of customary closing conditions related to the public offering, as well as the other factors discussed in the “Risk Factors” section in the prospectus supplement and registration statement referenced above and in Fulcrum’s most recently filed Quarterly Report on Form 10-Q, as well as other risks detailed in Fulcrum’s filings with the Securities and Exchange Commission. There can be no assurance that Fulcrum will be able to complete the public offering on the anticipated terms. All information in this press release is as of the date of the release, and Fulcrum undertakes no duty to update this information, even if subsequent events cause its views to change, unless required by law.

Contact:

Kevin Gardner
LifeSci Advisors, LLC
kgardner@lifesciadvisors.com
617-283-2856

FAQ

How much capital will Fulcrum (FULC) raise in the December 2025 offering?

The offering is expected to generate $175.0 million in gross proceeds before fees and expenses.

What securities did Fulcrum (FULC) offer on December 10, 2025?

Fulcrum priced 11,851,853 common shares at $13.50 and 1,111,193 pre-funded warrants at $13.499 each (exercise price $0.001).

When is the Fulcrum (FULC) offering expected to close?

The offering is expected to close on or about December 11, 2025, subject to customary closing conditions.

How will Fulcrum (FULC) use the proceeds from the offering?

Net proceeds are intended primarily for general corporate purposes, including working capital, R&D, clinical trials, regulatory submissions, commercialization, and potential acquisitions.

Is there an option for underwriters to buy more Fulcrum (FULC) shares?

Yes, underwriters have a 30-day option to purchase up to 1,944,456 additional shares on the same terms.