Fractyl Health (NASDAQ: GUTS) OKs shares tied to warrant deal

Rhea-AI Filing Summary

Fractyl Health, Inc. held a Special Meeting of Stockholders on October 3, 2025, where stockholders voted on key matters related to a recent financing. Of the 50,289,014 shares of common stock outstanding as of August 6, 2025, a total of 32,249,473 shares were represented in person or by proxy, representing approximately 64.12% of the voting power entitled to vote.

Stockholders approved the issuance of shares of common stock pursuant to the exercise of warrants sold in a financing transaction that closed on August 7, 2025, as required under Nasdaq Listing Rule 5635(d). This proposal received 31,735,506 votes for, 411,848 votes against, and 102,119 abstentions. Stockholders also approved the potential adjournment of the Special Meeting, if necessary, to solicit additional proxies for the first proposal, with 31,744,878 votes for, 405,334 votes against, and 99,261 abstentions.

Insights

Equity Capital Markets Analyst

Stockholders cleared Nasdaq-required approval for shares issuable under financing-related warrants.

The Special Meeting focused on obtaining stockholder approval for issuing common shares upon exercise of warrants sold in a financing that closed on August 7, 2025. Because Nasdaq Listing Rule 5635(d) can require stockholder approval when issuance exceeds certain thresholds, this vote was a gating step to fully honoring the warrant terms and maintaining listing compliance.

The approval margin was very strong, with 31,735,506 votes for and only 411,848 against, suggesting broad support for the prior financing structure. Turnout represented about 64.12% of eligible voting power, indicating a meaningful level of engagement. The separate approval to adjourn the meeting if additional proxies were needed provides procedural flexibility but is now largely moot given the comfortable passage of the main proposal.

While the exact size of the warrant overhang is not quantified in this excerpt, the vote confirms that additional common shares may be issued upon warrant exercises consistent with Nasdaq rules. Future disclosures about warrant exercises and resulting share issuance will shape how this affects ownership and potential dilution over time.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 03, 2025

Fractyl Health, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41942	27-3553477
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3 Van de Graaff Drive Suite 200
Burlington, Massachusetts				01803
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 902-8800

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value per share		GUTS		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 3, 2025, Fractyl Health, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). Of the 50,289,014, shares of the Company’s common stock outstanding as of the record date of August 6, 2025, 32,249,473 shares were represented at the Special Meeting, either by proxy or by attending the meeting, representing approximately 64.12% in voting power of the Company’s common stock outstanding and entitled to vote at the Special Meeting. The matters voted on at the Special Meeting, each of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 25, 2025, and the votes cast with respect to each such matter are set forth below:

1. Proposal 1 - The stockholders approved the issuance of shares of the Company’s common stock in accordance with Nasdaq Listing Rule 5635(d) and Nasdaq’s interpretations and guidance thereunder pursuant to the exercise of warrants sold in our financing transaction that closed on August 7, 2025.

Votes For	Votes Against	Abstentions
31,735,506	411,848	102,119

2. Proposal 2 – The stockholders approved an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal No. 1.

Votes For	Votes Against	Abstentions
31,744,878	405,334	99,261

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.

			Fractyl Health, Inc.
Date:	October 3, 2025	By:	/s/ Harith Rajagopalan
			Harith Rajagopalan, M.D., Ph.D. Co-Founder, Chief Executive Officer and Director (Principal Executive Officer)

FAQ

What did Fractyl Health (GUTS) stockholders vote on at the Special Meeting?

Stockholders voted on approving the issuance of Fractyl Health’s common stock upon exercise of warrants issued in a financing that closed on August 7, 2025, and on a proposal to allow adjournment of the meeting if more proxies were needed.

Did Fractyl Health (GUTS) stockholders approve the warrant-related share issuance?

Yes. Stockholders approved the issuance of common shares pursuant to the exercise of warrants under Nasdaq Listing Rule 5635(d), with 31,735,506 votes for, 411,848 against, and 102,119 abstentions.

How many Fractyl Health (GUTS) shares were represented at the Special Meeting?

Out of 50,289,014 shares of common stock outstanding as of August 6, 2025, 32,249,473 shares were represented at the Special Meeting, accounting for approximately 64.12% of the voting power entitled to vote.

What is Nasdaq Listing Rule 5635(d) in the context of Fractyl Health’s vote?

In this context, Nasdaq Listing Rule 5635(d) required stockholder approval before Fractyl Health could issue shares of common stock upon exercise of warrants from its August 7, 2025 financing, and stockholders provided that approval.

Was the proposal to adjourn the Fractyl Health Special Meeting approved?

Yes. Stockholders approved a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies for Proposal 1, with 31,744,878 votes for, 405,334 against, and 99,261 abstentions.

What percentage of Fractyl Health’s voting power participated in the Special Meeting?

Approximately 64.12% of the company’s common stock voting power outstanding and entitled to vote as of the August 6, 2025 record date was represented at the Special Meeting.