Fractyl Health (NASDAQ: GUTS) sets Dec. 30 deadline on Tranche A warrants

Rhea-AI Filing Summary

Fractyl Health, Inc. has called all outstanding Tranche A common stock purchase warrants after achieving the trading performance targets that allowed it to do so. The company will cancel these warrants for cash consideration of $0.00001 per warrant at 6:30 p.m. New York City time on December 30, 2025, unless holders choose to exercise instead.

Holders may elect to exercise their Tranche A Warrants at an exercise price of $1.05 per underlying share of common stock up to the cancellation deadline. As of the notice date, 17,063,073 Tranche A Warrants were outstanding, and the last reported sale price of the common stock on Nasdaq on December 15, 2025 was $2.24 per share. The underlying shares have been registered under an effective SEC registration statement.

Insights

Equity capital markets analyst

Fractyl is forcing a decision on 17M+ Tranche A warrants via a call.

Fractyl Health has exercised its contractual right to call all outstanding Tranche A common stock purchase warrants after meeting specific trading and liquidity conditions tied to REMAIN-1 clinical data. The call sets a hard deadline of 6:30 p.m. New York City time on December 30, 2025, at which point any unexercised warrants will be cancelled for $0.00001 per underlying share.

Holders can instead exercise their warrants at an exercise price of $1.05 per underlying share of common stock until that deadline. The company reports that 17,063,073 Tranche A Warrants are currently outstanding and that the last reported sale price of the common stock on The Nasdaq Global Market on December 15, 2025 was $2.24 per share. The shares underlying these warrants are already registered under an effective SEC registration statement, which facilitates potential exercises.

The call right was triggered after publication of three‑month randomized midpoint clinical data from the ongoing REMAIN-1 study and satisfaction of two trading tests: a daily volume weighted average price above $1.37 per share for 15 consecutive trading days and average daily dollar volume above $2,000,000 during that period. Actual impact will depend on how many warrant holders choose to exercise before the December 30, 2025 deadline versus accepting nominal cancellation consideration.

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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): December 15, 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 7.01 Regulation FD Disclosure.

On December 15, 2025, Fractyl Health, Inc. (the “Company”) issued a press release furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The matters announced in the press release are discussed below in Item 8.01 to this Current Report.

The information contained in Item 7.01 of this Current Report (including Exhibit 99.1 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 of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 8.01 Other Events.

On December 15, 2025, the Company provided notice (the “Call Notice”) to the holders of its outstanding Tranche A Common Stock Purchase Warrants (the “Tranche A Warrants”) to purchase shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) that it has achieved the performance targets to call such warrants for cancellation, and will cancel the Tranche A Warrants for consideration of $0.00001 per warrant at 6:30 p.m., New York City, time on December 30, 2025 (the “Cancellation Date”).

Instead of accepting the nominal consideration for cancellation of their warrants, Holders of the Tranche A Warrants may instead elect to exercise their Tranche A Warrants at an exercise price of $1.05 per underlying share of Common Stock until 6:30 p.m., New York City time, on the Cancellation Date. Any Tranche A Warrants that remain unexercised at such time will be cancelled for cash consideration of $0.00001 per underlying share.

As of the date hereof, the Company has 17,063,073 Tranche A Warrants outstanding. The last reported sale price of the Company’s Common Stock on The Nasdaq Global Market on December 15, 2025 was $2.24 per share.

The Tranche A Warrants were issued in connection with the Company’s underwritten public offering that priced on August 6, 2025. The Tranche A Warrants have a two year term and are callable at the Company’s option if, after the release of three-month randomized midpoint clinical data from the Company’s ongoing REMAIN-1 study, which data was published on September 26, 2025, certain trading conditions are satisfied, including (i) the daily volume weighted average price of the Common Stock on the Nasdaq Global Market exceeding $1.37 per share for 15 consecutive trading days (the “Measurement Period”) and (ii) the average daily dollar volume of the Common Stock on the Nasdaq Global Market exceeds $2,000,000 per day for such Measurement Period. These performance targets were achieved at the close of trading on December 15, 2025. The shares of Common Stock underlying the Tranche A Warrants have been registered by the Company under the Securities Act of 1933, as amended, and are covered by a registration statement filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”) (File No. 333-285522).

A copy of the Call Notice delivered by the Company is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

None of this Current Report on Form 8-K, the press release regarding the Call Notice attached as Exhibit 99.1 nor the Call Notice attached as Exhibit 99.2 constitutes an offer to sell or the solicitation of an offer to buy any securities of the Company, and the foregoing shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

This Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 and other federal securities laws. The use of words such as “may,” “might,” “will,” “would,” “should,” “expect,” “believe,” “estimate,” and other similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements related to the call of the Tranche A Warrants. All forward-looking statements are based on estimates and assumptions by the Company’s management that, although the Company believes to be reasonable, are inherently uncertain. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that the Company expected. These statements are also subject to a number of material risks and uncertainties that are described in detail in the Company’s SEC filings, including in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, which are available on the SEC’s website at www.sec.gov. Additional information will be made available in other filings that the Company makes from time to time with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these statements except as may be required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.					Description
99.1					Press Release, dated December 15, 2025.
99.2					Call Notice, dated December 15, 2025.
104					Cover Page Interactive Data File, formatted in inline XBRL (embedded within the Inline XBRL document)

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:	December 15, 2025	By:	/s/ Harith Rajagopalan
			Harith Rajagopalan, M.D., Ph.D. Co-Founder, Chief Executive Officer and Director (Principal Executive Officer)

FAQ

What action did Fractyl Health (GUTS) take regarding its Tranche A warrants?

Fractyl Health has issued a call notice on all outstanding Tranche A common stock purchase warrants. The company will cancel these warrants for cash consideration of $0.00001 per warrant at 6:30 p.m. New York City time on December 30, 2025, unless holders elect to exercise them before that deadline.

What choices do Tranche A warrant holders of Fractyl Health (GUTS) have?

Holders of the Tranche A Warrants may either accept cancellation for $0.00001 per underlying share on December 30, 2025, or choose to exercise their warrants at $1.05 per underlying share of common stock any time up to 6:30 p.m. New York City time on that date.

How many Tranche A warrants are outstanding for Fractyl Health and what is the recent share price?

As of the notice date, 17,063,073 Tranche A Warrants were outstanding. The last reported sale price of Fractyl Health’s common stock on The Nasdaq Global Market on December 15, 2025 was $2.24 per share.

What triggered Fractyl Health’s ability to call the Tranche A warrants?

The warrants became callable after publication of three‑month randomized midpoint clinical data from the REMAIN-1 study and once two trading conditions were met: the daily volume weighted average price of the common stock exceeded $1.37 per share for 15 consecutive trading days, and the average daily dollar volume exceeded $2,000,000 per day over that same period.

When will Fractyl Health’s Tranche A warrants be cancelled if not exercised?

Any Tranche A Warrants that remain unexercised will be cancelled for cash consideration of $0.00001 per underlying share at 6:30 p.m. New York City time on December 30, 2025, which is defined as the Cancellation Date.

Are the shares underlying Fractyl Health’s Tranche A warrants registered with the SEC?

Yes. The company states that the shares of common stock underlying the Tranche A Warrants have been registered under the Securities Act of 1933 and are covered by a registration statement that has been declared effective by the SEC (File No. 333-285522).

Where can investors find more information about Fractyl Health’s warrant call notice?

Additional details are provided in a press release and the Call Notice, which are included as Exhibits 99.1 and 99.2, respectively, in the company’s disclosures filed with the SEC.