Fulcrum Therapeutics, Inc. (FULC) SEC Filings

Fulcrum Therapeutics, Inc. (FULC) filed a Form S-4 describing a stock-for-stock merger in which Fulcrum will acquire Slate Medicines through two merger subsidiaries, with Slate becoming the operating business of the combined company. Slate stockholders’ shares will be converted into Fulcrum common stock at an Exchange Ratio currently estimated at 24.8186 Fulcrum shares per Slate share, subject to adjustment based on Fulcrum’s Net Cash at closing and before any proposed reverse stock split.

Based on current assumptions, legacy Slate stockholders are expected to own 55.9%, new investors participating in a $245.0 million concurrent Slate financing 39.1%, and pre‑merger Fulcrum stockholders only 5.0% of the combined company on a fully diluted basis. Immediately prior to closing, Fulcrum expects to pay its stockholders a Pre‑Closing Cash Dividend estimated at about $270 million, leaving targeted Net Cash of roughly $20.3 million in the combined entity.

Fulcrum plans a reverse stock split, subject to stockholder approval, primarily to support continued Nasdaq listing, after which the combined company will be renamed Slate Medicines, Inc. and is expected to trade under the symbol SLTE. The transaction is intended to qualify as a tax‑free reorganization and will be accounted for as a reverse merger, with Slate treated as the accounting acquirer. Completion is subject to stockholder approvals, Nasdaq listing confirmation and other closing conditions, and both companies highlight extensive merger‑related and business risks.

Fulcrum Therapeutics and Slate Medicines have entered into a definitive agreement to merge in an all-stock transaction. The combined company will operate as Slate Medicines, Inc. and is expected to trade on Nasdaq under the ticker “SLTE”, focusing on Slate’s pipeline, including SLTE-1009, a clinical-stage subcutaneous anti-PACAP/VIP monoclonal antibody being developed for prevention of migraine and other headache disorders.

In connection with the merger, Slate obtained a $245 million oversubscribed private placement from healthcare investors led by Frazier Life Sciences, which is expected to fund combined-company operations into 2029 as development of SLTE-1009 proceeds into a Phase 1 healthy volunteer study and a Phase 2 dose-range finding study in migraine patients. The private placement is expected to close concurrently with the merger, each subject to customary closing conditions, stockholder approvals, regulatory clearances and other risks described in Fulcrum’s disclosures.

Fulcrum Therapeutics and Slate Medicines plan to merge in an all-stock transaction, creating a combined company focused on migraine therapeutics. A $245 million private placement in Slate’s common stock and equivalents, led by multiple healthcare investors, is expected to help fund clinical development and provide cash runway into 2029.

On a fully diluted basis, pre-merger Fulcrum stockholders are expected to own 5% of the combined company, Slate stockholders 55.9%, and private placement investors 39.1%. Fulcrum expects to contribute $20.3 million of net cash for that 5% stake, and with approximately $270 million of additional cash at closing, intends to pay a special cash dividend to pre-merger Fulcrum stockholders. The combined company is expected to be renamed Slate Medicines, Inc. and trade on Nasdaq under the symbol SLTE, with Slate’s current CEO and board leading the organization.

Slate’s lead candidate, SLTE‑1009, is a monoclonal antibody targeting PACAP and VIP for migraine prevention, with a Phase 1 healthy volunteer study cleared in Australia and topline data anticipated mid‑2027, followed by a Phase 2 study in migraine patients in the second half of 2027. A second program, SLTE‑2100, a bispecific antibody targeting PACAP/VIP and CGRP, is expected to enter clinical trials in the second half of 2027. The companies expect the merger to close in the fourth quarter of 2026, subject to stockholder and regulatory approvals and other customary conditions.

Fulcrum Therapeutics, Inc. plans a stock-for-stock merger with Slate Medicines, Inc. in a two-step transaction where Slate first merges into a Fulcrum subsidiary and then into a second subsidiary, leaving Fulcrum as the public parent renamed Slate Medicines, Inc. and effecting a Nasdaq reverse stock split.

Based on the agreed Exchange Ratio, Slate stockholders (excluding new investors) are expected to hold about 55.9% of the combined company on a fully diluted basis, Investors in a concurrent private placement about 39.1%, and pre‑merger Fulcrum stockholders about 5.0%, subject to net cash adjustments. The structure assumes a $31.3 million valuation for Fulcrum (adjusted to its closing net cash), a $350.0 million valuation for Slate and a $245.0 million concurrent investment into Slate whose shares will convert into Fulcrum stock at closing. Fulcrum expects to distribute an aggregate $270 million cash dividend to its pre‑merger stockholders, subject to adjustment, and all in‑the‑money options and RSUs at Fulcrum will vest or continue on adjusted terms, while out‑of‑the‑money options above $7.00 will be cancelled. Closing depends on stockholder approvals, HSR clearance, S‑4 effectiveness, Nasdaq listing and Fulcrum having non‑negative net cash.

Fulcrum Therapeutics, Inc. is combining with Slate Medicines, Inc. in an all‑stock merger structured as a two‑step merger, after which Slate will be a wholly owned subsidiary and the combined company will focus on Slate’s migraine portfolio. The merger values Slate at $350.0 million and Fulcrum at $31.3 million for exchange‑ratio purposes and is intended to qualify as a tax‑free reorganization. On a fully diluted, pro forma basis including the concurrent financing, pre‑merger Slate stockholders are expected to own 55.9%, the new investors 39.1%, and pre‑merger Fulcrum stockholders 5.0% of the combined company, subject to net‑cash‑based adjustments. Slate has secured an oversubscribed private placement of approximately $245 million, and the combined company’s cash is expected to fund operations into 2029. Immediately prior to closing, Fulcrum expects to pay pre‑merger Fulcrum stockholders a cash dividend estimated at $270.0 million and contribute about $20.3 million in net cash to the combined entity. The combined company will be renamed Slate Medicines, Inc., is expected to trade on Nasdaq under “SLTE,” and will be led by Slate’s management team, with Slate designating all five board members. Closing is targeted for the fourth quarter of 2026, subject to shareholder approvals, HSR clearance, Nasdaq listing, effectiveness of a Form S‑4 registration statement, a reverse stock split, minimum net‑cash and completion of the private placement.

Therapeutics, Inc. received an amended Schedule 13G/A from RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. reporting that, as of June 30, 2026, they collectively beneficially owned 0 shares of the company’s common stock, representing 0.0% of the class. The filing shows no sole or shared voting or dispositive power over any shares and confirms that each Reporting Person now holds 5 percent or less of this class of securities.

Nantahala Capital Management, LLC, together with Wilmot B. Harkey and Daniel Mack, reports beneficial ownership of common stock of Therapeutics, Inc. (par value $0.001 per share, CUSIP 359616109).

As of June 30, 2026, the reporting persons may be deemed beneficial owners of 5,475,040 shares, representing 8.22% of the outstanding common stock. These shares are held by funds and separately managed accounts under Nantahala’s control. Each reporting person has shared voting power and shared dispositive power over 5,475,040 shares and no sole voting or dispositive power. Harkey and Mack file as control persons with respect to shares beneficially owned by Nantahala, an investment adviser.

Fulcrum Therapeutics, Inc. common stock is reported as beneficially owned by Montanova Capital, LLC, Averill Master Fund, Ltd., and Aaron Cowen in an Amendment No. 2 to a Schedule 13G. Montanova Capital and Aaron Cowen each report 3,680,921 shares, representing 5.5% of the common stock, with shared voting and dispositive power over these shares. Averill Master Fund reports 2,553,201 shares, representing 3.8% of the class, also with shared voting and dispositive power. All securities are directly owned by advisory clients of Montanova Capital, and the reporting persons disclaim beneficial ownership beyond their pecuniary interest.

Fulcrum Therapeutics, Inc. received an updated Schedule 13G/A (Amendment No. 2) from TCG Crossover Fund II, L.P., TCG Crossover GP II, LLC and Chen Yu. The reporting parties now report 0 shares of Fulcrum common stock beneficially owned, corresponding to 0% of the outstanding class.

Each reporting person lists no sole or shared voting or dispositive power over Fulcrum shares and affirms ownership of 5 percent or less of the common stock. They also disclaim beneficial ownership of any securities except to the extent of their pecuniary interest through the referenced entities.