On November 7, 2026, Fulcrum Therapeutics, Inc., or Fulcrum, and Slate Medicines, Inc., or Slate, entered into an asset purchase agreement providing for
the sale of Fulcrum’s early-stage fetal hemoglobin, or HbF, assets to an unaffiliated third-party pharmaceutical company for approximately $7.0 million in cash.
The closing of the early-stage HbF assets sale is contingent upon consummation of the proposed merger pursuant to that certain Merger Agreement dated
August 16, 2026, by and among Fulcrum, Fusion Merger Sub I, Fusion Merger Sub II and Slate, or the Merger Agreement (or in the event the Merger Agreement is terminated, upon receipt of any necessary approvals). Fulcrum expects that the proceeds
from the asset sale will be funded into escrow prior to the closing of the proposed merger and will be credited to Fulcrum’s net cash for purposes of the Merger Agreement and increase the amount of cash dividend expected to be declared in
connection with the proposed merger.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements
regarding the proposed early stage HbF asset disposition and the proposed merger involving Fulcrum and Slate, including the conditions to, and timing of, closing of the proposed merger, the potential of Fulcrum stockholders to receive cash
distributions (including the amount thereof), the parties’ ability to consummate the proposed merger, and the expected timing of closing and completion of the early stage HbF asset disposition and the merger.
Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include
words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,”
“project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are
subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation, risks with
respect to: (i) the timely satisfaction of the conditions to the closing of the proposed merger, including the failure to timely or at all obtain stockholder approval for the proposed merger or the failure to timely or at all obtain any
required regulatory clearances, and the ability to consummate the early stage HbF asset disposition; (ii) uncertainties as to the timing of and the ability of each of Fulcrum and Slate to consummate the proposed merger; (iii) the ability
of Fulcrum and Slate to integrate their businesses successfully and to achieve anticipated synergies; (iv) the possibility that other anticipated benefits of the proposed merger will not be realized, including without limitation, anticipated
revenues, expenses, earnings and other financial results, and growth and expansion of the combined company’s operations, and the anticipated tax treatment of the combination; (v) potential litigation relating to the proposed merger that
could be instituted against Fulcrum, Slate or their respective directors; (vi) possible disruptions from the proposed merger that could harm Fulcrum’s and/or Slate’s respective businesses; (vii) the ability of Slate to retain,
attract and hire key personnel; (viii) potential adverse reactions or changes to relationships with employees, suppliers or other parties resulting from the announcement or completion of the proposed merger; (ix) potential business
uncertainty, including changes to existing business relationships, during the pendency of the proposed merger that could affect Fulcrum’s or Slate’s financial performance; (x) certain restrictions during the pendency of the proposed
merger that may impact Fulcrum’s or Slate’s ability to pursue certain business opportunities or strategic transactions; (xi) the combined company’s need for additional funding, which may not be available on favorable terms or
at all; (xii) potential failure to identify additional product candidates and develop or commercialize marketable products; (xiii) the early stage of the combined company’s development efforts; (xiv) potential unforeseen events
during clinical trials could cause delays or other adverse consequences; (xv) risks relating to the regulatory approval process; (xvi) interim, topline and preliminary data may change as more patient data become available, and are subject
to audit and verification procedures that could result in material changes in the final data; (xvii) the combined company’s product candidates may cause serious adverse side effects; (xviii) inability to maintain existing or future
collaborations, or the failure of these collaborations; (xix) the combined company’s reliance on third parties, including for the manufacture of materials for research programs, preclinical and clinical studies; (xx) failure to
obtain U.S. or international marketing approval; (xxi) ongoing regulatory obligations; effects of significant competition; (xxii) unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives;
(xxiii) product liability lawsuits; (xxiv) securities class action litigation; (xxv) the impact of general economic conditions on their respective business and operations, including the combined company’s preclinical studies and
clinical trials; (xxvi) the
