Fulcrum Therapeutics Announces Pricing of Upsized $175.0 Million Public Offering of Common Stock and Pre-Funded Warrants
Fulcrum Therapeutics (Nasdaq: FULC) priced an upsized underwritten public offering to raise approximately $175.0 million in gross proceeds.
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
Details
News Market Reaction – FULC
On Dec 10, the day this news came out, FULC closed 5.48% below the previous close.
Data tracked by StockTitan Argus for the Dec 10 session.
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
Historical Context
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Proposed $150M common stock offering with 30-day underwriter option.
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Positive Phase 1b PIONEER trial results for pociredir in sickle cell disease.
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Small stock option grant to a new hire under inducement plan.
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Announcement of investor event to review new PIONEER trial data.
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Equity grants to new employees under Nasdaq inducement rule.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
pre-funded warrants financial
underwritten public offering financial
exercise price financial
registration statement regulatory
prospectus supplement regulatory
AI-generated analysis. How Rhea-AI works. 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
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
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