Fractyl Health Announces Call of Tranche A Warrants Tied to August 2025 Public Offering Following Achievement of Clinical and Trading Milestones

Fractyl Health (Nasdaq: GUTS) announced it will call all outstanding Tranche A common stock purchase warrants, giving holders until 6:30 p.m. ET on December 30, 2025 to exercise at $1.05 per share or accept cancellation for $0.00001 per underlying share.

Rhea-AI Summary

Fractyl Health (Nasdaq: GUTS) announced it will call all outstanding Tranche A common stock purchase warrants, giving holders until 6:30 p.m. ET on December 30, 2025 to exercise at $1.05 per share or accept cancellation for $0.00001 per underlying share.

The company has ~17,063,073 Tranche A Warrants outstanding; full exercise would generate up to $17.9 million in gross proceeds before fees. The call was enabled after Fractyl released positive three-month randomized midpoint data from the REMAIN-1 study and met trading conditions, including an average closing price above $1.37 for 15 consecutive trading days; the last reported Nasdaq sale price on December 15, 2025 was $2.24.

Positive

• Up to $17.9M potential gross proceeds if all warrants exercised
• Exercise price $1.05 vs market price $2.24 on Dec 15, 2025
• Clinical milestone: positive three-month randomized midpoint REMAIN-1 data achieved
• Trading milestone: average close >$1.37 for 15 consecutive trading days

Negative

• ~17.06M shares could be issued if all Tranche A Warrants exercised
• Exercise deadline Dec 30, 2025 creates a short, time-limited window for holders

Argus Dec 16 session

-3.57% close to close Open Argus

Details

News Market Reaction – GUTS

On Dec 16, the first trading day after this news, GUTS closed 3.57% below the previous close.

Data tracked by StockTitan Argus for the Dec 16 session.

Key Figures

Tranche A exercise price: $1.05 per share Potential gross proceeds: $17.9 million Tranche A Warrants outstanding: 17,063,073 warrants +5 more

Tranche A exercise price

$1.05 per share

Exercise price for Tranche A Warrants until Dec 30, 2025

Potential gross proceeds

$17.9 million

Maximum gross proceeds if all Tranche A Warrants exercised

Tranche A Warrants outstanding

17,063,073 warrants

Outstanding Tranche A Warrants as of announcement date

Last common stock price

$2.24 per share

Last reported sale on Nasdaq Global Market Dec 15, 2025

Premium to exercise price

$1.19 per share

Difference between market price and $1.05 exercise price

Cancellation consideration

$0.00001 per share

Cash paid per underlying share for unexercised Tranche A Warrants

Price condition threshold

$1.37 per share

Average closing price required for 15 consecutive trading days

Condition duration

15 consecutive trading days

Trading condition period for warrant call trigger

Historical Context

5 past events · Latest: Dec 02

5 events

1. Dec 02

   Clinical data update

   24h Move

   +17.9%

   Positive 6‑month REVEAL-1 weight maintenance and glycemic durability data.

2. Dec 01

   Conference participation

   24h Move

   -0.6%

   Evercore Healthcare conference fireside chat and investor meetings announcement.

3. Nov 12

   Earnings and pipeline

   24h Move

   +2.7%

   Q3 update with positive REMAIN-1 midpoint data and extended cash runway.

4. Nov 05

   Earnings scheduling

   24h Move

   +0.9%

   Announcement of date and webcast details for Q3 2025 results call.

5. Oct 07

   Preclinical obesity data

   24h Move

   -6.8%

   Potent RJVA-002 mouse data showing dose-dependent weight loss without adverse effects.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

common stock purchase warrants, par value, registration statement, Securities and Exchange Commission, +1 more

5 terms

common stock purchase warrants financial

"call all of its outstanding Tranche A Common Stock Purchase Warrants"

Common stock purchase warrants are tradable instruments that give the holder the right to buy a company’s common shares at a set price before a specified date, like a coupon that lets you purchase stock later at a fixed rate. They matter to investors because they offer a way to gain future upside if the stock rises, but when exercised they increase the number of shares outstanding and can reduce existing shareholders’ ownership and earnings per share.

par value financial

"common stock, par value $0.00001 per share (the “Common Stock”)"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

registration statement regulatory

"are covered by a registration statement filed with, and declared effective by, the Securities and Exchange Commission"

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.

Securities and Exchange Commission regulatory

"declared effective by, the Securities and Exchange Commission (the “SEC”)"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

prospectus regulatory

"a prospectus relating to the shares of Common Stock issuable upon exercise"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Holders will have until December 30, 2025 to exercise Tranche A Warrants at $1.05 per share, enabling up to $17.9 million in potential gross proceeds

BURLINGTON, Mass., Dec. 15, 2025 (GLOBE NEWSWIRE) -- Fractyl Health, Inc. (Nasdaq: GUTS) (the “Company” or “Fractyl”), a metabolic therapeutics company focused on pioneering pattern-breaking approaches that treat root causes of obesity and type 2 diabetes (“T2D”), today announced that it will call all of its outstanding Tranche A Common Stock Purchase Warrants (the “Tranche A Warrants”) to purchase shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) for cancellation for cash consideration of $0.00001 per underlying share at 6:30 p.m., New York City time, on December 30, 2025 (the “Cancellation Date”). The Tranche A Warrants were issued in connection with the Company’s underwritten public offering that priced on August 6, 2025 (the “August Offering”).

Instead of accepting the nominal consideration for cancellation of their warrants, holders of the Tranche A Warrants may instead elect to exercise their Tranche A Warrants in whole or in part at an exercise price of $1.05 per share until 6:30 p.m., New York City time, on the Cancellation Date. Any Tranche A Warrants that remain unexercised at such time will be cancelled for cash consideration of $0.00001 per underlying share.

As of the date hereof, the Company has approximately 17,063,073 Tranche A Warrants outstanding. The last reported sale price of the Common Stock on The Nasdaq Global Market on December 15, 2025 was $2.24 per share, a $1.19 premium to the exercise price of the Tranche A Warrants.

Holders of Tranche A Warrants in “street name” should immediately contact their broker to determine their broker’s procedure for exercising their Tranche A Warrants since the process to exercise is voluntary.

The call was enabled after the Company satisfied the clinical and market performance conditions, including the release of positive three-month randomized midpoint data from the ongoing REMAIN-1 study and the satisfaction of certain trading conditions, including the Common Stock exceeding an average closing price of $1.37 per share for 15 consecutive trading days with required minimum trading volumes, which conditions were met as of the close of trading today on The Nasdaq Global Market.

Any Tranche A Warrants that remain unexercised immediately after 6:30 p.m., New York City time on the Cancellation Date will be void and no longer exercisable, and the holders of those Tranche A Warrants will be entitled to receive $0.00001 per share underlying such Tranche A Warrant.

If all outstanding Tranche A Warrants are exercised prior to the Cancellation Date, Fractyl will receive approximately $17.9 million in additional gross proceeds, before deducting any applicable fees and expenses. These potential proceeds would further strengthen the Company’s balance sheet as it advances its clinical program toward key data readouts anticipated starting in January 2026.

The shares of Common Stock underlying the Tranche A Warrants have been registered by Fractyl under the Securities Act of 1933, as amended, and are covered by a registration statement filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”) (File No. 333-285522).

Questions concerning call and exercise of the Tranche A Warrants can be directed to Equiniti Trust Company, LLC, 28 Liberty Street, Floor 53, New York, NY 10005, Attention: Reorganization Department. For a copy of the call notice sent to the holders of the Tranche A Warrants and a prospectus relating to the shares of Common Stock issuable upon exercise of the Tranche A Warrants, please send an email request to IR@fractyl.com.

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Fractyl, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.

About Fractyl Health

Fractyl Health is a metabolic therapeutics company focused on pioneering new approaches to the treatment of metabolic diseases, including obesity and T2D. Despite advances in treatment over the last 50 years, obesity and T2D continue to be rapidly growing drivers of morbidity and mortality in the 21st century. Fractyl’s goal is to transform metabolic disease treatment from chronic symptomatic management to durable disease-modifying therapies that target the organ-level root causes of disease. The Company has a robust and growing IP portfolio, with 35 granted U.S. patents and approximately 45 pending U.S. applications, along with numerous foreign issued patents and pending applications. Fractyl is based in Burlington, MA. For more information, visit www.fractyl.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact are forward-looking statements. These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will” and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, without limitation, statements regarding the call of the Tranche A Warrants. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These statements are also subject to a number of material risks and uncertainties that are discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 12, 2025 and in our other filings with the SEC. These forward-looking statements are based on management’s current estimates and expectations. While the Company may elect to update such forward-looking statements at some point in the future, the Company disclaims any obligation to do so, even if subsequent events cause its views to change.

Contact

Brian Luque, Head of Investor Relations and Corporate Development
IR@fractyl.com, 951.206.1200

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Fractyl Health (GUTS) calling and when is the deadline?

Fractyl is calling all Tranche A warrants; holders may exercise until 6:30 p.m. ET on December 30, 2025.

How many Tranche A Warrants does GUTS have outstanding and what proceeds are possible?

There are ~17,063,073 Tranche A Warrants outstanding; full exercise would yield up to $17.9 million gross.

What is the Tranche A warrant exercise price for GUTS and how does it compare to the market?

Exercise price is $1.05 per share; last reported Nasdaq sale price on Dec 15, 2025 was $2.24.

Why did Fractyl enable the warrant call for GUTS?

The call followed satisfaction of clinical and trading conditions, including positive three-month REMAIN-1 midpoint data and trading criteria.

What happens to unexercised GUTS Tranche A Warrants after Dec 30, 2025?

Any unexercised warrants will be cancelled and holders will receive $0.00001 per underlying share.

Are the shares issuable on exercise of GUTS warrants registered?

Yes; the underlying shares are registered under the Securities Act and covered by SEC File No. 333-285522.