Fractyl Health SEC Filings

Fractyl Health, Inc. entered into an underwriting agreement with BofA Securities, Inc. and Evercore Group L.L.C. to sell 60 million shares of its common stock at $1.00 per share in an underwritten offering pursuant to an effective Form S-3 shelf registration. The company estimates net proceeds of approximately $56.0 million after underwriting discounts, commissions and estimated offering expenses. The closing is expected on September 29, 2025, subject to customary closing conditions. The filing references related exhibits including the Underwriting Agreement, legal opinion and consent of counsel, a press release dated September 26, 2025, and embedded cover page XBRL tags.

Fractyl Health, Inc. filed an 8-K that includes a press release and conference call presentation dated September 26, 2025 and is signed by CEO Harith Rajagopalan, M.D., Ph.D. The filing contains forward-looking statements about its development programs, including a reference to GLP-1 drug discontinuation and the design, timing and results of clinical studies such as readouts from the REMAIN-1 Midpoint Cohort. The company identifies material risks explicitly: limited operating history, significant and expected ongoing net losses, the need for substantial additional financing, potential going-concern issues, restrictive covenants in its credit agreement, and uncertainty in regulatory and clinical outcomes. The filing focuses on program timing and risks rather than disclosing financial results or transaction details.

Fractyl Health, Inc. (GUTS) disclosed a Form 4 showing that Christopher Charles Thompson, a newly appointed non-employee director, was granted a stock option on 09/02/2025 for 45,000 shares of common stock with an exercise price of $0.9767. The option vests in three annual installments beginning on the first anniversary of the grant, subject to continued service as a non-employee director, and appears to expire on 09/01/2035. The filing was signed by an attorney-in-fact on behalf of the reporting person on 09/04/2025.

Christopher Charles Thompson filed an Initial Statement of Beneficial Ownership (Form 3) reporting his relationship as a Director of Fractyl Health, Inc. (ticker GUTS) related to an event dated 09/02/2025. The filing lists a stock option covering 20,969 shares of common stock with an exercise price of $2.67, exercisable beginning 06/27/2026. The filing states the option is fully vested and currently exercisable. The form was signed by attorney-in-fact Lisa A. Davidson on 09/04/2025. The reporter’s address is provided as Burlington, MA.

Ian Sheffield, a director of Fractyl Health, Inc. (ticker: GUTS), was granted a stock option on 09/02/2025 to purchase 45,000 shares of common stock at an exercise price of $0.9767 per share. The option was awarded under the issuer's non-employee compensation policy in connection with his appointment to the board and vests in three equal annual installments beginning on the first anniversary of the grant, subject to continued board service. The option is exercisable through its 09/01/2035 expiration date. Following the grant, Sheffield beneficially owns 45,000 underlying shares through this option on a direct basis.

Fractyl Health, Inc. will hold a virtual Special Meeting of stockholders on October 3, 2025 to vote on two proposals related to financing and governance. Only holders of record as of August 6, 2025 (50,289,014 shares outstanding) may vote and may do so by Internet, phone, mail or during the webcast using a 16-digit control number.

The proxy discloses a Tranche B warrant feature with an initial exercise price of $1.05 that, if fully cash-exercised, would generate approximately $23.0 million and result in issuance of 21,904,761 additional shares, diluting existing holders. The Company entered a voting agreement with certain directors, officers and Mithril (holding ~21%) to vote in favor of the Tranche B Warrant proposal.

Fractyl Health (GUTS) is soliciting proxies for a virtual Special Meeting of stockholders to be held on October 3, 2025, for holders of record as of August 6, 2025. At the record date there were 50,289,014 shares outstanding. The meeting will be conducted via webcast and only holders with a 16-digit control number may participate online.

The key proposal seeks stockholder approval related to the issuance of shares underlying the Tranche B Warrants, each with an initial exercise price of $1.05. If all Tranche B Warrants are cash exercised, the company would receive approximately $23.0 million and 21,904,761 additional shares would be issued, diluting existing holders. The company entered a voting agreement with directors, officers and Mithril (holding ~21% voting power) to vote in favor of the proposal. The filing discloses risks if the warrants are not exercisable and notes ongoing repeated stockholder approval requests until approved.