Fulcrum Therapeutics (NASDAQ: FULC) to return cash before Slate merger
Rhea-AI Filing Summary
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.
Positive
- Combined company expected to be funded into 2029, supported by a concurrent private placement of approximately $245 million.
- Pre‑merger Fulcrum stockholders are expected to receive a sizeable cash dividend estimated at $270.0 million immediately prior to closing.
- Transaction provides Slate’s migraine pipeline a public listing and values Slate at $350.0 million, with board and management continuity under Slate’s leadership.
Negative
- Pre‑merger Fulcrum stockholders are expected to own only 5.0% of the combined company on a fully diluted basis, reflecting substantial dilution of ongoing ownership and control.
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8-K Event Classification
Key Figures
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Exchange Ratio financial
Concurrent Investment financial
Registration Rights Agreement regulatory
Hart Scott Rodino Antitrust Improvements Act of 1976 regulatory
lock-up agreements financial
tax-free reorganization financial
FAQ
What did Fulcrum Therapeutics (FULC) announce regarding its merger with Slate Medicines?
How will ownership of the combined Fulcrum (FULC) and Slate company be split after the merger?
What cash dividend are Fulcrum Therapeutics (FULC) stockholders expected to receive from this transaction?
What is the size and purpose of Slate’s concurrent financing in the Fulcrum (FULC) merger?
What approvals and conditions must be met before the Fulcrum (FULC) and Slate merger can close?
Who will lead the combined Fulcrum (FULC) and Slate entity after the merger?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Merger Agreement
On August 16, 2026, Fulcrum Therapeutics, Inc., a Delaware corporation (“Fulcrum”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Fulcrum, Fusion Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Fulcrum, (“Merger Sub I”), Fusion Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Fulcrum, (“Merger Sub II”), and Slate Medicines, Inc., a Delaware corporation (“Slate”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, among other things, Merger Sub I will merge with and into Slate, with Slate surviving the merger as the surviving corporation (the “First Merger”), and as part of the same overall transaction, Slate will merge with and into Merger Sub II, with Merger Sub II continuing as a wholly owned subsidiary of Fulcrum and the surviving entity of the merger (the “Second Merger” and together with the First Merger, the “Merger”). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (a) each then-outstanding share of Slate’s common stock, par value $0.00001 per share (“Slate Common Stock”) will be converted into the right to receive a number of shares of Fulcrum’s common stock, par value $0.001 per share (“Fulcrum Common Stock”), based on a ratio calculated in accordance with the Merger Agreement (the “Exchange Ratio”), (b) each then-outstanding option to purchase Slate Common Stock will be assumed by Fulcrum, subject to adjustment as set forth in the Merger Agreement, and (c) each then-outstanding warrant to purchase Slate Common Stock will be assumed by Fulcrum, subject to adjustment as set forth in the Merger Agreement.
Under the Exchange Ratio formula in the Merger Agreement, upon the closing of the Merger (the “Closing”), on a pro forma basis and based upon the number of shares of Fulcrum Common Stock expected to be issued in connection with the Merger and the Concurrent Investment (as defined below), pre-Merger Slate stockholders (other than the Investors (as defined below)) are expected to own approximately 55.9% of the combined company on a fully-diluted basis, the Investors are expected to own approximately 39.1% of the combined company on a fully-diluted basis, and pre-Merger Fulcrum stockholders will own approximately 5.0% of the combined company on a fully-diluted basis (after giving effect to the Concurrent Investment and excluding any shares reserved for future grants under the 2026 Equity Incentive Plan and the 2026 ESPP, each as defined in the Merger Agreement). The percentage of the combined company that each party’s stockholders will own following the Closing is subject to certain adjustments as described in the Merger Agreement, including the amount of Fulcrum’s net cash at the Closing.
The Exchange Ratio assumes (i) a valuation for Fulcrum of $31.3 million, subject to adjustment based on the amount of net cash of Fulcrum at the Closing, and (ii) a valuation for Slate of $350.0 million, exclusive of any proceeds received in connection with the Concurrent Investment; and (iii) a $245.0 million Concurrent Investment. The Exchange Ratio is also based on the relative capitalization of each of Fulcrum and Slate, for which, for the purposes of calculating the Exchange Ratio, the shares of Fulcrum Common Stock underlying Fulcrum stock options outstanding immediately prior to the Effective Time with an exercise price per share of less than or equal to $7.00 (as adjusted as provided in the Merger Agreement) will be deemed outstanding, and all shares of Slate Common Stock underlying outstanding Slate stock options, warrants, and other derivative securities will be deemed outstanding.
The unexercised and outstanding Fulcrum stock options will accelerate in full as of immediately prior to the Effective Time. Each such stock option with an exercise price per share greater than $7.00 (prior to giving effect to the Cash Dividend and Nasdaq Reverse Stock Split (as defined in the Merger Agreement)) that is not exercised as of immediately prior to the Effective Time shall be cancelled at the Effective Time for no consideration. All Fulcrum stock options with an exercise price per share less than or equal to $7.00 (prior to giving effect to the Cash Dividend and Nasdaq Reverse Stock Split (as defined in the Merger Agreement)) will continue to be subject to the same terms and conditions after the Effective Time as were applicable to such stock option as of immediately prior to the Effective Time.
In addition, pursuant to the Merger Agreement, the vesting of each outstanding and unvested Fulcrum restricted stock unit award will be accelerated in full, effective as of immediately prior to the Effective Time, contingent on the occurrence of the Closing, and each holder thereof will receive shares of Fulcrum Common Stock in settlement of such awards immediately prior to the Effective Time.
In addition, in connection with the Closing, Fulcrum expects to declare a cash dividend to the pre-Merger Fulcrum stockholders of $270 million in the aggregate (the “Cash Dividend”), provided such amount is subject to adjustment as set forth in the Merger Agreement.
In connection with the Merger, Fulcrum will seek the approval of its stockholders to, among other things, (a) issue the shares of Fulcrum Common Stock issuable in connection with the Merger pursuant to the rules of The Nasdaq Stock Market LLC (“Nasdaq”), (b) adopt the 2026 Equity Incentive Plan and the 2026 ESPP (as each is defined in the Merger Agreement), and (c) amend its restated certificate of incorporation, as amended, to change Fulcrum’s name to “Slate Medicines, Inc.” and effect a reverse stock split of Fulcrum Common Stock, at a reverse stock split ratio to be mutually agreed to by Fulcrum and Slate (the “Fulcrum Voting Proposals”).
Each of Fulcrum and Slate has agreed to customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants relating to (1) obtaining the requisite approval of their respective stockholders, (2) non-solicitation of alternative acquisition proposals, (3) the conduct of their respective businesses during the period between the date of signing the Merger Agreement and the Closing, (4) Fulcrum using commercially reasonable efforts to maintain the existing listing of the Fulcrum Common Stock on Nasdaq and cause the shares of Fulcrum Common Stock to be issued in connection with the Merger to be approved for listing on Nasdaq prior to the Closing and (5) Fulcrum filing with the U.S. Securities and Exchange Commission (the “SEC”) and causing to become effective a registration statement on Form S-4 to register the shares of Fulcrum Common Stock to be issued in connection with the Merger (the “Registration Statement”).
Consummation of the Merger is subject to certain closing conditions, including, among other things, (1) approval by Fulcrum stockholders of the Fulcrum Voting Proposals, (2) approval by the requisite Slate stockholders of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, (3) the waiting period under the U.S. Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated, (4) Nasdaq’s approval of the listing of the shares of Fulcrum Common Stock to be issued in connection with the Merger, (5) the effectiveness of the Registration Statement, (6) the effectiveness of the Nasdaq Reverse Stock Split, (7) Fulcrum’s net cash at the Closing being no less than $0, and (8) an executed Purchase Agreement for the Concurrent Investment in full force and effect evidencing cash proceeds of approximately $245.0 million to be received by the combined company immediately prior to or following the Closing. Each party’s obligation to consummate the Merger is also subject to other specified customary conditions, including regarding the accuracy of the representations and warranties of the other party, subject to the applicable materiality standard, and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the Closing.
The Merger Agreement contains certain termination rights of each of Fulcrum and Slate. Upon termination of the Merger Agreement under specified circumstances, Fulcrum may be required to pay Slate a termination fee of $10 million, and in certain other circumstances, Slate may be required to pay Fulcrum a termination fee of $15 million.
At the Effective Time, the board of directors of Fulcrum is expected to consist of five members, all of whom will be designated by Slate.
Support Agreements and Lock-Up Agreements
Concurrently and in connection with the execution of the Merger Agreement, (i) certain stockholders of Slate (solely in their respective capacities as Slate stockholders) holding approximately 78.65% of the outstanding shares of Slate capital stock have entered into support agreements with Fulcrum and Slate to vote all of their shares of Slate capital stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby (the “Slate Support Agreements”) and (ii) certain stockholders of Fulcrum holding approximately 1.0% of the outstanding shares of Fulcrum Common Stock have entered into support agreements with Fulcrum and Slate to vote all of their shares of Fulcrum Common Stock in favor of the Fulcrum Stockholder Proposals (the “Fulcrum Support Agreements,” and, together with the Slate Support Agreements, the “Support Agreements”).
Concurrently and in connection with the execution of the Merger Agreement, certain executive officers, directors and stockholders of Slate have entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which, and subject to specified exceptions, they have agreed not to transfer their shares of Fulcrum Common Stock for the 180-day period following the Closing.
The preceding summaries of the Merger Agreement, the Support Agreements and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, the form of Fulcrum Support Agreement, the form of Slate Support Agreement, and the form of Lock-Up Agreement, which are filed as Exhibits 2.1, 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and which are incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about Fulcrum or Slate or to modify or supplement any factual disclosures about Fulcrum in its public reports filed with the SEC. The Merger Agreement includes representations, warranties and covenants of Fulcrum, Slate, Merger Sub I and Merger Sub II made solely for the purpose of the Merger Agreement and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement. Investors should not rely on the representations, warranties and covenants in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of Fulcrum, Slate or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of any specified date, may be modified in important part by the underlying disclosure schedules which are not filed publicly, may be subject to a contractual standard of materiality different from those generally applicable to SEC filings or may have been used for purposes of allocating risk among the parties to the Merger Agreement, rather than establishing matters of fact.
Private Placement and Purchase Agreement
On August 16, 2026, Slate entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain existing Slate stockholders and new investors (the “Investors”).
Pursuant to the Purchase Agreement, and subject to the terms and conditions thereof, Slate agreed to sell, and the Investors agreed to purchase, immediately prior to the consummation of the Merger, shares of Slate Common Stock (the “Securities”) for an aggregate purchase price of approximately $245 million (collectively, the “Concurrent Investment”). The consummation of the transactions contemplated by such agreements is conditioned on the satisfaction or waiver of the conditions set forth in the Merger Agreement and in the Purchase Agreement. Shares of Slate Common Stock issued pursuant to this financing transaction will be converted into shares of Fulcrum Common Stock in accordance with the Exchange Ratio and the Merger Agreement.
The Concurrent Investment is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. The Investors have acquired the Securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends have been affixed to the Securities issued in this transaction.
The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Purchase Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Registration Rights Agreement
In connection with the Purchase Agreement, on August 16, 2026, Slate entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors. Pursuant to the Registration Rights Agreement, Slate agreed to cause to be prepared and filed by the combined company a resale registration statement with the SEC within 30 business days following the closing of the Concurrent Investment. Slate (and for periods of time after the Closing, the combined company) will use commercially reasonable efforts to cause this registration statement to be declared effective by the SEC within five business days of notification that the SEC will not review the registration statement (or within 60 calendar days if the SEC reviews the registration statement).
Slate also agreed to, among other things, indemnify the Investors, their officers, directors, members, employees and agents, successors and assigns under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to Slate’s obligations under the Registration Rights Agreement.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The shares to be issued by Slate in the Concurrent Investment will be issued in private placements exempt from registration under Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the Securities or any other securities of Slate or Fulcrum.
| Item 5.01. | Changes in Control of Registrant. |
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On August 17, 2026, Fulcrum and Slate issued a joint press release announcing the execution of the Merger Agreement and the Purchase Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.
Furnished as Exhibit 99.2 hereto and incorporated herein by reference is the investor presentation that will be used by Fulcrum and Slate in connection with the Merger, including during the webcast described below.
The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This communication and the documents filed as exhibits hereto contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction involving Fulcrum and Slate, including the conditions to, and timing of, closing of the proposed transaction, the Board of Directors and management of the combined company, the percentage ownership of the combined company (which is subject to adjustment based on the amount of Fulcrum’s net cash as of the closing of the proposed transaction), the potential of Fulcrum stockholders to receive cash distributions (including the amount
thereof), the parties’ ability to consummate the proposed transaction and Slate private placement financing, including the intended use of net proceeds from the Slate private placement financing and the expected timing of closing and completion of the private placement financing, the combined company’s expected cash runway and the sufficiency of the combined company’s cash to fund operations into 2029, the listing of the combined company’s shares on Nasdaq, the expectations surrounding the potential, safety, efficacy, and regulatory and clinical progress of Slate’s product candidates, including SLTE-1009, and anticipated milestones and timing, among others.
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 transaction, including the failure to timely or at all obtain stockholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory clearances; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each of Fulcrum and Slate to consummate the proposed transaction; (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 transaction 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 transaction that could be instituted against Fulcrum, Slate or their respective directors; (vi) possible disruptions from the proposed transaction 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 transaction; (ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Fulcrum’s or Slate’s financial performance; (x) certain restrictions during the pendency of the proposed transaction 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 possibility of system failures or security breaches; risks relating to intellectual property; (xxvii) significant costs incurred as a result of operating as a public company; (xxviii) the risk that, as a result of adjustments to the exchange ratio, Fulcrum stockholders and Slate stockholders could own less of the combined company than is currently anticipated, including as a result of the determination of Fulcrum’s net cash; (xxix) risks related to the market price of Fulcrum’s common stock relative to the value implied by the exchange ratio; (xxx) the risk that the concurrent private placement financing is not consummated; and (xxxi) such other factors as are set forth in Fulcrum’s periodic public filings with the SEC, including but not limited to those described under the heading “Risk Factors” in Fulcrum’s Quarterly Report on Form 10-Q for the period ended June 30, 2026. Fulcrum and Slate can give no assurance that any or all of the conditions to the proposed transaction will be satisfied. Except as required by applicable law, Fulcrum and Slate undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This communication and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed merger or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.
Additional Information and Where to Find It
This communication is not a substitute for the registration statement or for any other document that Fulcrum may file with the SEC in connection with the proposed merger. In connection with the proposed merger between Fulcrum and Slate, Fulcrum intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement/prospectus of Fulcrum. FULCRUM URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FULCRUM, SLATE, THE PROPOSED MERGER AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Fulcrum with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger. In addition, investors and stockholders should note that Fulcrum communicates with investors and the public using its website (ir.fulcrumtx.com).
Participants in the Solicitation
Fulcrum, Slate and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed merger. Information about Fulcrum’s directors and executive officers, including a description of their interests in Fulcrum, is included in Fulcrum’s definitive proxy statement on Schedule 14A for its 2026 Annual Meeting of Stockholders as filed with the SEC, and in filings by such individuals on Form 4. Additional information regarding these persons and their interests in the transaction will be included in the proxy statement/prospectus relating to the proposed merger when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number | Description | |
| 2.1* | Agreement and Plan of Merger, dated as of August 16, 2026, by and among Fulcrum Therapeutics, Inc., Fusion Merger Sub I, Inc., Fusion Merger Sub II, LLC and Slate Medicines, Inc. | |
| 10.1 | Form of Fulcrum Support Agreement | |
| 10.2 | Form of Slate Support Agreement | |
| 10.3 | Form of Lock-Up Agreement | |
| 10.4* | Form of Securities Purchase Agreement | |
| 10.5 | Form of Registration Rights Agreement | |
| 99.1 | Joint Press Release, issued on August 17, 2026 | |
| 99.2 | Investor Presentation, dated August 17, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FULCRUM THERAPEUTICS, INC. | ||||||
| Date: August 17, 2026 | By: | /s/ Alex C. Sapir | ||||
| Name: Alex C. Sapir | ||||||
| Title: President and Chief Executive Officer | ||||||
Exhibit 99.1
Fulcrum Therapeutics and Slate Medicines Announce Merger Agreement to
Advance Next-Generation Migraine Therapies
Combined company to operate as Slate Medicines and focus on advancing Slate’s portfolio of next-generation migraine therapeutics
Slate’s lead product candidate, SLTE-1009, is a clinical stage, potentially best-in-class subcutaneous anti-PACAP/VIP monoclonal antibody for the preventative treatment of migraine
Concurrent oversubscribed private placement financing of $245 million from a leading syndicate of healthcare investors anticipated to fund operations into 2029
Companies to hold conference call on August 17, 2026, at 8:00 a.m. ET
CAMBRIDGE, Mass., and RALEIGH, N.C. August 17, 2026 (GLOBE NEWSWIRE) – Fulcrum Therapeutics, Inc. (“Fulcrum”) (Nasdaq: FULC) and Slate Medicines, Inc. (“Slate”), a biotechnology company developing next-generation therapeutics for the treatment of migraine, announced today that they have entered into a definitive agreement to combine the companies in an all-stock transaction (the “Merger”). The resulting entity will focus on advancing Slate’s pipeline of potentially best-in-class therapeutics, including SLTE-1009, a clinical stage subcutaneous anti-PACAP/VIP monoclonal antibody for the prevention of migraine and other headache disorders. Upon completion of the merger, the combined company plans to operate under the name Slate Medicines, Inc. and is expected to trade on Nasdaq under the ticker symbol “SLTE.”
In support of the Merger, Slate has secured commitments for an oversubscribed concurrent private placement of $245 million from a syndicate of leading healthcare investors led by Frazier Life Sciences and including participation from Forbion, RA Capital Management, Deep Track Capital, Foresite Capital, OrbiMed, RTW Investments, and Mingxin Capital (the “Financing” and, together with the Merger, the “Transaction”). The combined company’s cash balance at closing is expected to fund Slate’s operations into 2029, support the advancement of SLTE-1009 through a Phase 1 healthy volunteer study and a Phase 2 dose-range finding study in migraine patients and advance Slate’s pipeline. The Financing is expected to close concurrently with the Merger, subject to the satisfaction of customary closing conditions. In addition, prior to closing of the Merger, Fulcrum expects to declare a cash dividend to the pre-merger Fulcrum stockholders equal to the amount by which Fulcrum’s net cash exceeds $20.3 million.
“Migraine remains one of the most prevalent and disabling neurological diseases, yet millions of patients continue to be underserved by existing therapies,” said Gregory Oakes, Chief Executive Officer of Slate Medicines. “This merger and the related financing are expected to provide the resources to advance SLTE-1009, along with the rest of our pipeline, through potentially meaningful clinical milestones.”
“Following our evaluation of strategic alternatives, we are pleased to announce this transaction with Slate, which we believe represents the best path forward for our stockholders and a compelling opportunity to participate in the development of a portfolio of next generation migraine therapeutics” said Alex C. Sapir, Fulcrum’s President and Chief Executive Officer.”
Slate is focused on advancing a pipeline of next-generation therapeutics focused on broadening the treatment paradigm for migraine and other headache disorders. Slate’s lead asset SLTE-1009 is a monoclonal antibody designed to bind both pituitary adenylate cyclase-activating peptide (“PACAP”) and vasoactive intestinal peptide (“VIP”), two neuropeptides with foundational roles in migraine pathophysiology, and offers the potential for enhanced efficacy relative to PACAP-only targeting therapeutics through more complete neutralization of the PACAP/VIP pathway. SLTE-1009 was engineered with half-life extension to enable subcutaneous dosing and potential for quarterly administration. The program has received clearance to enter Phase 1 clinical trials in Australia and initial pharmacokinetic and safety data is anticipated mid-year 2027. Slate is also developing SLTE-2100, a bispecific antibody targeting PACAP/VIP and calcitonin gene-related peptide (“CGRP”), currently in lead optimization. The program is expected to enter clinical trials in the second half of 2027 and is funded through a Phase 2a study in migraine patients. Slate is also developing an additional undisclosed program in the migraine space.
Slate is led by an experienced leadership team with deep expertise in migraine biology, drug development, and commercialization and includes Gregory Oakes, Chief Executive Officer; Neil Buckley, President and Chief Operating Officer; Dr. Roger Cady, Chief Medical Officer; and John Umstead, CPA, Chief Financial Officer. In addition to the executive leadership team Slate has built world-class Scientific and Clinical Advisory Boards, which include internationally recognized neurologists and headache researchers that will help shape Slate’s scientific and clinical strategy.
About the Proposed Merger
Under the terms of the merger agreement, the pre-Merger Fulcrum stockholders are expected to own 5.0% of the combined company and the pre-Merger Slate stockholders (inclusive of those investors participating in the pre-closing financing) are expected to own 95.0% of the combined company. The percentage of the combined company that Fulcrum’s stockholders will own as of the close of the Merger is subject to adjustment based on the amount of Fulcrum’s net cash at the closing date. Fulcrum is expected to contribute approximately $20.3 million in net cash to the combined entity and pay a cash dividend of an estimated $270.0 million immediately prior to the close of the Merger to pre-merger Fulcrum stockholders.
The Transaction has received unanimous support by the Board of Directors of both companies and is expected to close in the fourth quarter of 2026, subject to the satisfaction or waiver of certain customary closing conditions, including, among other things, approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”) to register the securities to be issued in connection with the Transaction, and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The combined company will operate as Slate Medicines, Inc. and be led by Gregory Oakes, Chief Executive Officer. Slate’s Board of Directors will serve as the board for the combined company and is expected to include Peter Kolchinsky, Managing Partner, RA Capital Management; Tim Lohoff, Principal, Forbion; Michael Rome, Managing Director, Foresite Capital; and Mark Hahn, former CFO of Verona Pharma (acquired by Merck).
Wedbush Securities Inc. is serving as exclusive financial advisor and Cooley LLP is serving as legal counsel to Slate. Leerink Partners is serving as exclusive financial advisor and Goodwin Procter LLP is serving as legal counsel to Fulcrum
Webcast Details
Members of the management team will discuss today’s announcement during the webcast, which begins at 8:00 a.m. ET. Listeners can register for the webcast via this link. A replay of the webcast will be available via the Investor Relations section of Fulcrum’s website at https://ir.fulcrumtx.com/events-and-presentations approximately two hours after the call’s conclusion.
About Slate Medicines
Slate Medicines is developing next-generation therapeutics designed to expand treatment options for migraine and other headache disorders. Slate’s mission is to offer migraine patients more complete freedom from their disease than is possible with the current standard of care. Slate is advancing a portfolio of potentially best-in-class therapeutics, led by SLTE-1009, a clinical stage anti-PACAP/VIP monoclonal antibody designed to enable subcutaneous, infrequent dosing. For more information, please visit www.slatemedicines.com.
About Fulcrum Therapeutics
Fulcrum Therapeutics is a clinical-stage biopharmaceutical company focused on developing small molecules to improve the lives of patients with rare hematological disorders. Fulcrum uses proprietary technology to identify drug targets that can modulate gene expression to treat the known root cause of genetically defined diseases. For more information, visit www.fulcrumtx.com and follow it on X (@FulcrumTx) and LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction involving Fulcrum and Slate, including the conditions to, and timing of, closing of the proposed transaction, the Board of Directors and management of the combined company, the percentage ownership of the combined company (which is subject to adjustment based on the amount of Fulcrum’s net cash as of the closing of the proposed transaction), the potential of Fulcrum stockholders to receive cash distributions (including the amount thereof), the parties’ ability to consummate the proposed transaction and Slate private placement financing, including the intended use of net proceeds from the Slate private placement financing and the expected timing of closing and completion of the private placement financing, the combined company’s expected cash runway and the sufficiency of the combined company’s cash to fund operations into 2029, the listing of the combined company’s shares on Nasdaq, the expectations surrounding the potential, safety, efficacy, and regulatory and clinical progress of Slate’s product candidates, including SLTE-1009, and anticipated milestones and timing, among others.
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 transaction, including the failure to timely or at all obtain stockholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory clearances; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each of Fulcrum and Slate to consummate the proposed transaction; (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 transaction 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 transaction that could be instituted against Fulcrum, Slate or their respective directors; (vi) possible disruptions from the proposed transaction 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 transaction; (ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Fulcrum’s or Slate’s financial performance; (x) certain restrictions during the pendency of the proposed transaction 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 possibility of system failures or security breaches; risks relating to intellectual property; (xxvii) significant costs incurred as a result of operating as a public company; (xxviii) the risk that, as a result of adjustments to the exchange ratio, Fulcrum stockholders and Slate stockholders could own less of the combined company than is currently anticipated, including as a result of the determination of Fulcrum’s net cash; (xxix) risks related to the market price of Fulcrum’s common stock relative to the value implied by the exchange ratio; (xxx) the risk that the concurrent private placement financing is not consummated; and (xxxi) such other factors as are set forth in Fulcrum’s periodic public filings with the SEC, including but not limited to those described under the heading “Risk Factors” in Fulcrum’s Quarterly Report on Form 10-Q for the period ended June 30, 2026. Fulcrum and Slate can give no assurance that any or all of the conditions to the proposed transaction will be satisfied. Except as required by applicable law, Fulcrum and Slate undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This press release and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed merger or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESS RELEASE IS TRUTHFUL OR COMPLETE.
Important Additional Information About the Proposed Merger Will be Filed with the SEC
This press release is not a substitute for the registration statement or for any other document that Fulcrum may file with the SEC in connection with the proposed merger. In connection with the proposed merger between Fulcrum and Slate, Fulcrum intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement/prospectus of Fulcrum. FULCRUM URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FULCRUM, SLATE, THE PROPOSED MERGER AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Fulcrum with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger. In addition, investors and stockholders should note that Fulcrum communicates with investors and the public using its website (ir.fulcrumtx.com).
Participants in the Solicitation
Fulcrum, Slate and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed merger. Information about Fulcrum’s directors and executive officers, including a description of their interests in Fulcrum, is included in Fulcrum’s definitive proxy statement on Schedule 14A for its 2026 Annual Meeting of Stockholders as filed with the SEC, and in filings by such individuals on Form 4. Additional information regarding these persons and their interests in the transaction will be included in the proxy statement/prospectus relating to the proposed merger when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Fulcrum Therapeutics Investor & Media Contact:
Kevin Gardner
LifeSci Advisors, LLC
kgardner@lifesciadvisors.com
617-283-2856
Slate Medicines Corporate Communications Contact:
ICR Healthcare
slate@icrhealthcare.com
Exhibit 99.2 Slate Medicines Corporate Overview August 17, 2026
Disclaimers This presentation (this “Presentation”) has been prepared by Slate Medicines, Inc. (the “Company” or “Slate”) for informational purposes only and shall not form the basis for or be relied on in connection with any investment decision with respect to the Company, Fulcrum Therapeutics, Inc. (“Fulcrum”) or the combined company. This Presentation has been prepared by the Company based on information and data that the Company considers reliable, but no reliance shall be placed on, and no representation or warranty, express or implied, whatsoever is or will be given by the Company or any of its affiliates, directors, officers, employees or advisers or any other person as to the truth, accuracy, completeness, fairness and reasonableness of the contents of this Presentation. This Presentation may not be all inclusive and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to the Company. The recipient agrees and acknowledges that (i) this Presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice, and (ii) the information contained in this Presentation is subject to change, and any such changes may be material. Certain matters discussed in this Presentation may contain forward-looking statements that are, by their nature, subject to significant risks and uncertainties. Forward-looking statements can be identified by words such as “may,” “will,” “should,” “would,” “could,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “continue,” “seek,” “estimate,” “potential” or the negative of these terms or other similar terms. Forward-looking statements in this Presentation include, but are not limited to, statements about: expectations with respect to the proposed merger with Fulcrum (the “Merger”) and the proposed concurrent financing, the structure and timing thereof, the use of proceeds therefrom, the ability of the parties to consummate the transactions and the expected post-closing ownership of the combined company; the combined company's listing in Nasdaq after the closing of the proposed Merger; the expected management team of the combined company; the combined company's expected cash runway; the Company’s product candidates and the potential benefits thereof and potential new indications; the Company’s expectations with regard to the design and results of its research and development programs, preclinical studies, and clinical trials, including the timing and availability of data from such studies and trials; the potential for the Company’s portfolio to deliver clinical milestones across multiple programs with first or best in class potential; the potential market size and size of the potential patient populations for the Company’s product candidates and any future product candidates; and the Company’s business strategy. Such forward-looking statements reflect the current views of the Company’s management regarding future events; they are not guarantees of future performance. These forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Fulcrum’s and the Company’s control. The Company’s and the combined company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure to timely or at all obtain stockholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory clearances; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each of Fulcrum and the Company to consummate the proposed transaction; (iii) the ability of Fulcrum and the Company to integrate their businesses successfully and to achieve anticipated synergies; (iv) the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financal i 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 transaction that could be instituted against Fulcrum, the Company or their respective directors; (vi) possible disruptions from the proposed transaction that could harm Fulcrum’s and/or the Company’s respective businesses; (vii) the ability of the Company 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 transaction; (ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Fulcrum’s or the Company’s financial performance; (x) certain restrictions during the pendency of the proposed transaction that may impact Fulcrum’s or the Company’s ability to pursue certain business opportunities or strategic transactions; (xi) the combined company’s need for additional funding, which may not be available; (xii) 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) Fulcrum’s and the Company’s product candidates may cause serious adverse side effects; (xviii) inability to maintain 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)t he possibility of system failures or security breaches; risks relating to intellectual property; (xxvii) significant costs incurred as a result of operating as a public company; (xxviii) the risk that, as a result of adjustments to the exchange ratio, Fulcrum stockholders and the Company stockholders could own more or less of the combined company than is currently anticipated, including as a result of the determination of Fulcrum’s net cash; (xxix) risks related to the market price of Fulcrum’s common stock relative to the value implied by the exchange ratio; (xxx) the risk that the concurrent private placement financing is not consummated; and (xxxi) such other factors as are set forth in Fulcrum’s periodic public filings with the SEC, including but not limited to those described under the heading “Risk Factors” in Fulcrum’s Quarterly Report on Form 10-Q for the period ended June 30, 2026. All forward-looking statements contained in this Presentation speak only as of the date on which they were made. Fulcrum and the Company can give no assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, Fulcrum and the Company undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, ©, or ® symbols, but the Company will assert, to the fullest extent under applicable law, the rights of the owners to these trademarks, service marks, trade names and copyrights. No Offer or Solicitation This Presentation and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed merger or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a natio nal securities exchange, of any such jurisdiction. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Important Additional Information About the Proposed Merger Will be Filed with the SEC This Presentation is not a substitute for the registration statement or for any other document that Fulcrum may file with the SEC in connection with the proposed merger. In connection with the proposed merger between Fulcrum and the Company, Fulcrum intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement/prospectus of Fulcrum. FULCRUM URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FULCRUM, THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Fulcrum with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger. In addition, investors and stockholders should note that Fulcrum communicates with investors and the public using its website (ir.fulcrumtx.com). Participants in the Solicitation Fulcrum, the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed merger. Information about Fulcrum's directors and executive officers, including a description of their interests in Fulcrum, is included in Fulcrum's definitive proxy statement on Schedule 14A for its 2026 Annual Meeting of Stockholders as filed with the SEC, and in filings by such individuals on Form 4. Additional information regarding these persons and their interests in the transaction will be included in the proxy statement/prospectus relating to the proposed merger when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above. 2
Fulcrum Therapeutics announces merger with Slate Medicines • Stock-for-stock merger whereby all of Slate Medicine’s issued and outstanding capital stock will be exchanged for Fulcrum common stock • Concurrent $245 million private placement into Slate from a syndicate of leading healthcare investors led by Frazier Life Sciences, with participation from Forbion, RA Capital Management, Deep Track Capital, Foresite Capital, OrbiMed, RTW Investments, and Mingxin Capital. Overview • Prior to the closing of the merger, Fulcrum expects to declare a cash dividend to the pre-merger Fulcrum stockholders equal to the amount by which Fulcrum's net cash exceeds $20.3 million • Estimated pro forma ownership split: Fulcrum: 5.0%, Slate: 55.9%, Private Placement Investors: 39.1% • To support the advancement of SLTE-1009 through a Phase 1 healthy volunteer study and a Phase 2 dose-range finding study in migraine patients as well as advancement of Slate’s pipeline. Use of Proceeds • Pro forma cash balance at closing is anticipated to fund Slate’s current planned operations into 2029. • The combined company will operate as Slate Medicines, Inc. and be led by Gregory Oakes, Chief Executive Officer. Management and Board • Slate's Board of Directors is expected to serve as the board for the combined company. • Merger and financing expected to close in Q4 2026 Timing 3
Slate Medicines is a biotech company advancing next- generation therapeutics for migraine The Science The Solution The Opportunity PACAP (pituitary adenylate cyclase- SLTE-1009 is a potentially Migraine is a prevalent, debilitating activating polypeptide) and VIP differentiated subcutaneous anti- neurological disease, and many (vasoactive intestinal peptide) play a PACAP/VIP monoclonal antibody for the patients are underserved with existing foundational role in migraine prevention of migraine and other therapies pathophysiology headache disorders Migraine is the leading cause of Slate is committed to understanding PACAP-ligand blockade is a clinically disability in people under the age of validated approach in the prevention and innovating in the biology of 1 50 and existing treatment options do migraine to better address the disease of migraines not provide millions of patients with complete control of their disease 1. Timothy J Steiner et al., “Migraine Is First Cause of Disability in under 50s: Will Health Politicians Now Take Notice?,” The journal of headache and pain, February 21, 2018, https://pmc.ncbi.nlm.nih.gov/articles/PMC5821623/#:~:text=With%20better%20knowledge,%20empirical%20data,7.2%25)%20(Table%201) 4 2. “Migraine and Other Headache Disorders,” World Health Organization, n.d., https://www.who.int/news-room/fact-sheets/detail/headache-disorders.
Slate Medicines is seeking to broaden the treatment paradigm for migraine Program Discovery Preclinical Phase 1 Phase 2 Phase 3 Milestones SLTE-1009* HREC approval received for P1 (Anti-PACAP/VIP mAb) initiation in AUS Potential best-in-class subcutaneous July 2026 anti-PACAP/VIP monoclonal antibody SLTE-2100 Phase 1 initiation (Anti-PACAP/VIP x CGRP bsAb) targeted for 2H27 Subcutaneous anti-PACAP/VIP x anti- CGRP bispecific antibody Development candidate Undisclosed Program nomination targeted for 1Q28 *Slate licensed the ex-China development and commercialization rights for SLTE-1009 from DartsBio Pharmaceuticals (Guangdong), Ltd mAb = monoclonal antibody HREC = Human Research Ethics Committee CGRP = calcitonin gene-related peptide 5 bsAb = bispecific antibody
Led by a team of experienced biopharma executives with a personal commitment to migraine Executive Team Gregory Oakes, MBA Neil Buckley, MS Roger Cady, MD John Umstead, CPA Chief Executive Officer President and Chief Medical Officer Chief Financial Officer Chief Operating Officer Board Of Directors Tim Lohoff, PhD Gregory Oakes, MBA Peter Kolchinsky, PhD Michael Rome, PhD Mark W. Hahn Principal, Forbion Chief Executive Officer Managing Partner, RA Capital Managing Director, Foresite Capital Raised $130 million Series A; backed by top-tier investors 6
Migraine patients are underserved by the existing standard of care 7
Migraine is more than just a headache; it is one of the most prevalent, lifelong, and disabling neurological diseases Migraine is the leading cause of disability in 1 people under the age of 50 Migraine is often a lifelong disease that affects people of all ages; Headache disorders are among the top three most The disability caused by migraine is far broader than just 2 common neurological conditions ages 5-80 headache and comprises several phases and a spectrum of disabling symptoms, all of which can significantly impact a person’s ability to function Migraine affects women about 2–3 times Symptoms of migraine include moderate to severe throbbing and more often than men, especially during 3 pulsating pain on one side of the head, migraine aura, nausea, reproductive years vomiting, flushing, dizziness, difficulty focusing, and light sensitivity 1. Timothy J Steiner et al., “Migraine Is First Cause of Disability in under 50s: Will Health Politicians Now Take Notice?,” The journal of headache and pain, February 21, 2018, 2. “Migraine and Other Headache Disorders,” World Health Organization, n.d., https://www.who.int/news-room/fact-sheets/detail/headache-disorders. 8 3. Rosse, et. al. Sex and gender differences in migraines: a narrative review Neurol Sci. 2022 Sep;43(9):5729-5734. doi: 10.1007/s10072-022-06178-6. Epub 2022 Jun 8.
Existing preventative therapeutics, including CGRP antagonists, do not provide complete disease control for most patients • In pivotal studies in chronic migraine (CM) patients, only ~50% of patients experience a >50% reduction in monthly migraine or headache days, and only ~20% of patients experience a >75% reduction • American Headache Society clinical guidelines state patients experiencing ≥4 migraine days per month should be offered preven tative treatment Remaining Monthly Migraine Days (MMD)/Monthly Headache Days (MHD) after treatment Absolute reduction from baseline Placebo-adjusted reduction (drug effect) 1. https://d1fakw34cbtrm5.cloudfront.net/PDFs/Mig raine-Quick-Guides/AHS-First-Contact-PreventativeTreatment.pdf 2. REGAIN (NCT02614261) — Detke et al. Galcanezumab in chronic migraine: The randomized, double-blind, placebo-controlled REGAIN study. Neurology. 2018;91(24):e2211–e2221. 3. NCT02066415 — Tepper et al. Safety and efficacy of erenumab for preventive treatment of chronic migraine: a randomised, double-blind, placebo-controlled phase 2 trial. Lancet Neurology. 2017;16(6):425–434. 4. PROMISE-2 (NCT02974153) — Lipton et al. Efficacy and safety of eptinezumab in patients with chronic mig raine: PROMISE-2. Neurology. 2020;94(13):e1365–e1377. 9 5. HALO CM (NCT02621931) — Silberstein et al. Fremanezumab for the preventive treatment of chronic mig raine. New England Journal of Medicine. 2017;377(22):2113–2122. 6. PROGRESS (NCT03855137) — Pozo-Rosich et al. Atog epant for the preventive treatment of chronic mig raine (PROGRESS): a randomised, double-blind, placebo-controlled, phase 3 trial. Lancet. 2023;402(10404):775–785.
Despite modest efficacy, CGRP antagonists for prevention are a large and growing commercial market Company Drug Modality Dosing frequency 2025 Sales $1,424M* Small molecule QOD (Pfizer 2025 annual report) $1,036M Small molecule QD (Abbvie 2025 8-K) ~$700M (est) Subcutaneous QM (Estimate from Q3 Zack’s antibody Report) $700M (DKK 4,476M) Intravenous antibody Q3M (Lundbeck FY2025 Corporate Release) Subcutaneous $673M QM/Q3M (Teva FY2025 press release) antibody ~$500M (est) Subcutaneous (Novartis Form 6-K FY2025) QM (Amgen 3Q 25 8-K other antibody products estimate) In 2025, CGRP antagonists for migraine prevention sold approximately $5 billion and are expected to reach peak class sales of $12.5 billion in 2033* *includes gepants for acute use 10 QOD = every other day; QD = every day, QM – every month, Q3M = every 3 months Persistence Market Research. CGRP Inhibitors Market Size, Share, and Growth Forecast 2026–2033. Report ID: PMRREP33710. February 2026. 199 pages. Available at: https://www.persistencemarketresearch.com/market-research/cgrp-inhibitors-market.asp
PACAP and VIP play a foundational role in migraine pathophysiology 11
PACAP and VIP are neuropeptides that signal through multiple receptors and ligand blockade is required for efficacy PACAP exists in two isoforms: PACAP-38 and PACAP-27 • AMG301, a PAC1 receptor binding antibody, failed to bocunebart show a statistically significant benefit over VIP is a neuropeptide that placebo in a Phase 2 shares 68% sequence migraine prevention study, homology with PACAP and signals through common receptors, VPAC1 and VPAC2 • Bocunebart (Lu AG09222) is a ligand-binding antibody that prevents PACAP-38 and PACAP-27 interaction with PAC1, VPAC1, and VPAC2, and has shown encouraging efficacy in randomized and controlled clinical trials Image: Rubio-Beltrán et al. The Journal of Headache and Pain (2018) 19:64 https://doi.org/10.1186/s10194-018-0893-8 12 AMG301 - NCT03238781
Like CGRP, PACAP and VIP have each been shown to independently induce migraine-like headaches PACAP, VIP, and CGRP are all neuropeptides and have been shown to induce cephalic vasodilation and the induction of migraine-like headache in patients Neuropeptide Migraine induction rate Notes • 20-minute IV infusion • Median time to onset of migraine 3 hours CGRP 63% • 9% premonitory symptoms • 20-minute IV infusion • Median time to onset of migraine 5 hours PACAP-38 72% • 48% of patients experienced premonitory symptoms • 2-hour IV infusion o 20-minute infusions of VIP do not induce migraine as with VIP 71% PACAP and CGRP • Mimicked a spontaneous migraine attack PACAP-38 and VIP each independently produce migraine-like headache in patients at high rates, each with a unique clinical signature 1. Guo S, et al. Premonitory and nonheadache symptoms induced by CGRP and PACAP38 in patients with migraine. Pain. 2016 Dec;157(12):2773 -2781. doi: 10.1097/j.pain.0000000000000702. 2. Pellesi L, et al. Effect of Vasoactive Intestinal Polypeptide on Development of Migraine Headaches: A Randomized Clinical Trial. JAMA Netw Open. 2021 Aug 2;4(8):e2118543. doi: 13 10.1001/jamanetworkopen.2021.18543
Challenge studies have demonstrated that PACAP induces migraine independent of CGRP signaling • Patients were randomized to receive either placebo or anti-CGRP monoclonal antibody eptinezumab (Vyepti) and then infused with PACAP-38 start at 120 minutes • There was no meaningful difference in physiologic parameters tested, including superficial temporal artery diameter, facial skin blood flow, mean arterial blood pressure, or heart rate In a randomized and controlled PACAP-38 challenge study, anti-CGRP treatment • There was no statistical did not prevent migraine induction by PACAP-38, indicating PACAP is an difference in migraine orthogonal driver of migraine to CGRP induction rates between the pre-treated and placebo group Al-Karagholi et al. PACAP38-induced migraine attacks are independent of CGRP signaling: a randomized controlled trial, The Journal of Headache and Pain 14 https://doi.org/10.1186/s10194-025-02022-2 (2025) 14
PACAP-ligand binding is a clinically-validated approach to migraine prevention • In the Phase 2a HOPE study, bocunebart (Lu AG09222), an anti-PACAP IV ligand binding mAb, demonstrated a significant monthly migraine reduction in high frequency, treatment experienced chronic migraine o Patients in HOPE had baseline average MMD of 16.7 and all had failed 2-4 preventative therapeutics • In June 2026, Lundbeck presented data from the Phase 2b PROCEED trial demonstrating a statistically significant reduction in a pooled episodic and chronic migraine study with IV administration o The subcutaneous portion of the study was discontinued in March 2025 after a planned interim futility analysis o Utilized a pooled analysis of HOPE and PROCEED bocunebart demonstrated a -2.3-placebo adjusted MMD reduction in chronic migraine o Dose A met statistical significance with a -1.4-placebo adjusted MMD reduction in a pooled episodic and chronic population Ashina M, et al. A Monoclonal Antibody to PACAP for Migraine Prevention. New England Journal of Medicine. 2024;391(9). DOI: 10.1056/NEJMoa2314577 15 Allaini, et. Al., Targeting PACAP in migraine prevention: Outcomes from the PROCEED phase 2b trial of bocunebart (Lu AG09222) (2026)
Bocunebart demonstrated complete reversal of PACAP-associated vasodilation, but only partial reversal of VIP associated effects In an infusion challenge study, bocunebart completely reversed PACAP-38 associated superficial temporal artery vasodilation, but only partially reverse the effects of VIP Rasmussen et al. The effect of Lu AG09222 on PACAP38- and VIP-induced vasodilation, heart rate increase, and headache in healthy subjects: an interventional, randomized, double-blind, parallel-group, placebo-controlled study. The Journal of Headache and Pain (2023) 24:60 https://doi.org/10.1186/s10194-023-01599-w 16
SLTE-1009: A potential best-in-class subcutaneous anti- PACAP/VIP monoclonal antibody for the prevention of migraine 17
SLTE-1009: A potentially differentiated subcutaneous anti- PACAP/VIP monoclonal antibody for the prevention of migraine Bocunebart Property SLTE-1009 (Lu AG09222) Ligand Binding Yes Yes Yes PACAP-38 and PACAP-27 Yes VIP Yes Low affinity, partial affect Half-life extended Yes - YTE No Being developed intravenous Subcutaneous Delivery and frequency Monthly with the potential for Q3M Monthly SLTE-1009 offers the potential for enhanced efficacy with enhanced VIP binding vs. PACAP-only targeting therapies and improved delivery over bocunebart, allowing for subcutaneous administration Internal Data Ashina et. al Pharmacokinetics and safety of bocunebart (Lu AG09222), an anti-PACAP monoclonal antibody in development for migraine prevention, AAN 2026 Poster 18
In functional cellular assays SLTE-1009 demonstrated equivalent potency to bocunebart on PACAP and enhanced blockade of VIP Activity Antigen SLTE-1009 IC(50) Bocuenbart IC(50) PACAP38 0.23 nM 0.74 nM PAC1 neutralizing PACAP27 0.22 nM 0.29 nM PACAP38 PACAP27 PACAP38 0.53 nM 2.34 nM 3 2 7 2 4 A b s in h ib it P A C A P 2 7 s tim u la tio n c A M P p ro d u c tio n in P C -1 2 3 2 7 2 4 A b s in h ib it P A C A P 3 8 s tim u la tio n c A M P p ro d u c tio n in P C -1 2 VPAC1 neutralizing PACAP27 1.15 nM 0.34 nM (P C -1 2 6 0 0 0 /w e ll (p 3 8 4 ); P A C A P 2 7 , 1 .5 n M , A b s 1 0 0 n M , 1 :3 d ilu tio n ) (P C -1 2 6 0 0 0 /w e ll (p 3 8 4 ); P A C A P 3 8 , 0 .2 n M , A b s 1 0 0 n M , 1 :3 d ilu tio n ) (X H Q , 2 0 2 5 1 2 3 0 ) (X H Q , 2 0 2 5 1 2 2 6 ) IC50 /nM 0 .0 VIP 1.87 nM NI* IC50/nM 0 .0 S L 0 0 1 0.2848 S L 0 0 1 0.7401 S L 0 0 2 1.403 0 .1 S L 0 0 2 3.090 D S 0 0 9 0.2193 PACAP38 1.18 nM 4.05 nM 0 .1 D S 0 0 9 0.2276 h Ig G 17.94 0 .2 h Ig G 0 .2 VPAC2 neutralizing PACAP27 0.23 nM 0.16 nM 0 .3 PC-12 (PAC1R) 0 .4 0 .3 VIP 0.59 nM NI* 0 .5 0 .4 *High concentration of 100 nM in A b s C o n c ./n M VIP A b s C o n c ./n M cell assays, SPR indicates bocunebart KD in this range 3 2 7 2 4 A b s in h ib it P A C A P 3 8 s tim u la tio n c A M P p ro d u c tio n in C H O K 1 -h V P A C 1 R 3 2 7 2 4 A b s in h ib it P A C A P 2 7 s tim u la tio n c A M P p ro d u c tio n in C H O K 1 -h V P A C 1 R 3 2 7 2 4 A b s in h ib it V IP s tim u la tio n c A M P p ro d u c tio n in C H O K 1 -h V P A C 1 R (C H O K 1 -h V P A C 1 R 3 0 0 0 /w e ll (p 3 8 4 ); P A C A P 3 8 , 0 .2 n M , A b s 1 0 0 n M , 1 :3 d ilu tio n ) (C H O K 1 -h V P A C 1 R 3 0 0 0 /w e ll (p 3 8 4 ); P A C A P 2 7 0 .2 n M , A b s 1 0 0 n M , 1 :3 d ilu tio n ) (C H O K 1 -h V P A C 1 R 3 0 0 0 /w e ll (p 3 8 4 ); V IP , 0 .0 5 n M , A b s 1 0 0 n M , 1 :3 d ilu tio n ) (X H Q , 2 0 2 5 1 2 2 9 ) (X H Q , 2 0 2 5 1 2 3 0 ) (X H Q , 2 0 2 5 1 2 2 6 ) IC50 /nM IC50/nM IC50/nM 0 .0 0 .0 0 .0 S L 0 0 1 2.340 S L 0 0 1 0.3437 S L 0 0 1 6.140e+012 S L 0 0 2 13.18 S L 0 0 2 3.160 S L 0 0 2 ~ 101.3 0 .1 0 .1 0 .1 D S 0 0 9 0.5304 D S 0 0 9 1.145 D S 0 0 9 1.867 h Ig G ~ 5.283e-009 h Ig G 0.02491 h Ig G 0.03304 0 .2 0 .2 0 .2 CHOK1-VPAC1R 0 .3 0 .3 0 .3 0 .4 0 .4 0 .4 A b s C o n c ./n M A b s C o n c ./n M A b s C o n c ./n M 3 2 7 2 4 A b s in h ib it V IP s tim u la tio n c A M P p ro d u c tio n in C H O K 1 -h V P A C 2 R 3 2 7 2 4 A b s in h ib it P A C A P 3 8 s tim u la tio n c A M P p ro d u c tio n in C H O K 1 -h V P A C 2 R 3 2 7 2 4 A b s in h ib it P A C A P 2 7 s tim u la tio n c A M P p ro d u c tio n in C H O K 1 -h V P A C 2 R (C H O K 1 -h V P A C 2 R 3 0 0 0 /w e ll (p 3 8 4 ); V IP , 0 .2 n M , A b s 1 0 0 n M , 1 :3 d ilu tio n ) (C H O K 1 -h V P A C 2 R 3 0 0 0 /w e ll (p 3 8 4 ); P A C A P 3 8 , 0 .2 n M , A b s 1 0 0 n M , 1 :3 d ilu tio n ) (C H O K 1 -h V P A C 2 R 3 0 0 0 /w e ll (p 3 8 4 ); P A C A P 2 7 , 0 .2 n M , A b s 1 0 0 n M , 1 :3 d ilu tio n ) (X H Q , 2 0 2 5 1 2 2 6 ) (X H Q , 2 0 2 5 1 2 2 9 ) (X H Q , 2 0 2 5 1 2 2 9 ) /nM /nM /nM IC50 IC50 IC50 0 .0 0 .0 0 .0 S L 0 0 1 S L 0 0 1 S L 0 0 1 ~ 1.471e+006 4.049 0.1598 S L 0 0 2 S L 0 0 2 S L 0 0 2 ~ 31.48 17.57 0.5262 0 .1 0 .1 0 .1 D S 0 0 9 19 0.5874 D S 0 0 9 1.180 D S 0 0 9 0.2260 h Ig G CHOK1-VPAC2R h Ig G ~ 0.03352 0 .2 h Ig G ~ 1.098 0 .2 0 .2 0 .3 0 .3 0 .3 0 .4 0 .4 0 .4 0 .5 A b s C o n c ./n M A b s C o n c ./n M A b s C o n c ./n M 19 Internal Data. Assays for each compound run separately 0 .0 0 0 1 0 .0 0 1 0 .0 1 0 .1 1 1 0 1 0 0 1 0 0 0 1 0 0 0 0 0 .0 0 0 1 0 .0 0 1 0 .0 1 0 .1 1 1 0 1 0 0 1 0 0 0 1 0 0 0 0 0 .0 0 0 1 0 .0 0 1 0 .0 1 0 .1 1 1 0 1 0 0 1 0 0 0 1 0 0 0 0 0 .0 0 0 1 0 .0 0 1 0 .0 1 0 .1 1 1 0 1 0 0 1 0 0 0 1 0 0 0 0 0 .0 0 0 1 0 .0 0 1 0 .0 1 0 .1 1 1 0 1 0 0 1 0 0 0 1 0 0 0 0 0 .0 0 0 1 0 .0 0 1 0 .0 1 0 .1 1 1 0 1 0 0 1 0 0 0 1 0 0 0 0 0 .0 0 0 1 0 .0 0 1 0 .0 1 0 .1 1 1 0 1 0 0 1 0 0 0 1 0 0 0 0 0 .0 0 0 1 0 .0 0 1 0 .0 1 0 .1 1 1 0 1 0 0 1 0 0 0 1 0 0 0 0 c A M P 6 6 5 /6 2 0 c A M P 6 6 5 /6 2 0 c A M P 6 6 5 /6 2 0 c A M P 6 6 5 /6 2 0 c A M P 6 6 5 /6 2 0 c A M P 6 6 5 /6 2 0 c A M P 6 6 5 /6 2 0 c A M P 6 6 5 /6 2 0
Activity in preclinical models of migraine • Umbellulone (UMB) is a UMB：12 mg Female C57BL/6J naturally occurring, 18-20 g, N = 8 allodynia-inducing -50 min Pain threshold Baseline test Priming by monoterpene ketone via Treatments (i.v.) test (1h) Randomization Restrain stress activation of Transient receptor potential cation channel, subfamily A, UMB-induced mouse migraine pain threshold UMB-induced mouse migraine pain threshold member 1 (TRPA1) (Von Frey) (Von Frey) n = 8, i.v. n = 8, i.v., 10 mpk 1.5 1.5 • UMB-induced sensory hypersensitivity responses 1.0 1.0 Normal Normal are associated with Hu318H4L9, 10mpk Hu318H4L9, 10 mpk activation of the trigeminal ALD1910, 10mpk Hu318H4L9, 3 mpk neurovascular pathway 0.5 0.5 Hu318H3L7, 10mpk Hu318H4L9, 1 mpk HuIgG1 10mpk HuIgG1, 10 mpk 0.0 0.0 0 1 • SLTE-1009 showed dose 0 1 Post-treatment hours Post-treatment hours dependent effects on allodynia and was superior to bocunebart head-to- Hu318H4L9 = SLTE-1009 ALD1910 = bocunebart (Lu AG09222) head at 1 hour 20 Internal Data MWT (g), Mean ± SEM MWT(g), Mean ± SEM
SLTE-1009 thus far has demonstrated favorable preclinical data Formulation Product Profile Property Target SLTE-1009 Concentration ≥150 mg/mL Viscosity <15 cP Osmolality <500 mSOM/kg Potency Subvisible particles Stability Charge distribution Aggregation Autoinjector compatible volume Single ≤2 mL injection In addition to favorable CMC-related properties, the highest dose tested in both non-human primates (NHP) and rodent GLP toxicology studies was determined to be the no observed adverse effect level (NOAEL) 21 Internal Data
Demonstrated half-life extension in NHPs and ability to match Lundbeck IV PK via subcutaneous delivery Bocunebart 750 mg IV (P2a high-dose) vs. SLTE-1009 QM SC Modeling of expected human PK vs. bocunebart 750 (P2a) and 480 mg IV (P2b) shows possibility to Bocunebart 480 mg IV (P2b high-dose) vs. SLTE-1009 QM SC match or Demonstrated half-life extension in NHP exceed both pharmacokinetic (PK) studies with a mean half-life ranging from 21-27 days across doses and a C and trough modeled predicted human half-life of 70-80 days C at 1-2 average Demonstrated >80% subcutaneous bioavailability mL in NHP subcutaneous 22 Internal Data doses 22
SLTE-1009 has the potential for up to quarterly subcutaneous administration Bocunebart 750 mg IV (P2a high-dose) vs. SLTE-1009 Q2M SC Bocunebart 480 mg IV (P2b high-dose) vs. SLTE-1009 Q3M SC Dose level and frequency expected to be evaluated in a Phase 2 dose- range finding study based on actual observed human pharmacokinetics in the Phase 1 SLTE-1009 is modeled to potentially achieve Q3M dosing matching the high dose exposure from the Lundbeck P2b PROCEED trial and Q2M dosing healthy volunteer matching the high dose from the Lundbeck P2a HOPE trial study Q2M = Every 2 months dosing Q3M – Every 3 months dosing 23 Internal Data 23
Slate has a potential path to early value creation and program derisking with Phase 1 PK Additional Potential Catalysts pipeline Today: potential Initiating Phase 1 topline Phase 1 PK program Full P1 data differentiated anti- healthy volunteer and half-life data (safety and PK) details on PACAP/VIP mAb with study expected and P2 initiation strong preclinical data SLTE-2100 and undisclosed 1H 2026 Mid-year 2026 Mid-year 2027 2H 2027 program expected to be announced in Healthy volunteer PK has the potential to derisk subcutaneous 2027 administration demonstrating half-life extension 24
Building a world-class migraine-focused biotech with a pipeline of potentially best-in-class, differentiated assets • SLTE-2100 An anti-PACAP/VIP x CGRP bispecific antibody o Complete blockade of three neuropeptides implicated in migraine, PACAP, VIP, and CGRP for potential differentiated efficacy in migraine prevention o Currently in lead optimization with DC nomination targeted for 2H26 and initiation of Phase 1 targeted for 2H27 • Undisclosed program is also intended for the treatment of migraine and other headache disorders with DC nomination targeted for 1Q28 Slate Medicines continues to evaluate additional assets focused on the prevention and treatment of migraine and other headache disorders in an effort to build a robust pipeline of differentiated assets 25
Slate Medicines is a biotech company focused on expanding treatment options for migraine patients The Solution SLTE-1009 is a potential best-in-class subcutaneous anti-PACAP monoclonal Lead asset SLTE- Experienced team Building a pipeline antibody for the prevention of migraine and 1009 is a potential with a personal other headache disorders Building a world- of potentially best-in-class commitment to class migraine- differentiated subcutaneous anti- migraine focused biotech assets to broaden PACAP/VIP company the treatment monoclonal Backed by top-tier paradigm for antibody for the life sciences migraine patients prevention of investors migraine 26