Fractyl Health, Inc. ownership disclosure: Nantahala Capital Management, LLC and its two managing members report beneficial ownership of 16,124,780 shares of Common Stock as of March 31, 2026, representing 9.99% of the class. The holdings include 2,760,261 shares that may be acquired within sixty days through the exercise of convertible securities. The filing states shared voting and dispositive power for Nantahala, Wilmot B. Harkey and Daniel Mack; sole voting and dispositive power are reported as zero.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed with convertible exercise potential.
The report shows an investment adviser, Nantahala Capital Management, with shared voting and dispositive power over 16,124,780 shares as of March 31, 2026. The filing discloses that 2,760,261 shares are exercisable within sixty days via convertible securities.
Implications depend on whether these convertibles are exercised and how voting power is coordinated across managed accounts; cash‑flow treatment and timing are not stated in the excerpt.
9.99% ownership signals a near-10% position threshold disclosure.
The filing lists each Reporting Person at 9.99% beneficial ownership, a common disclosure threshold that may limit certain ownership actions depending on plan terms. The schedule identifies shared control, not sole control.
Subsequent filings would show any conversions or voting changes; timing and proceeds are not included here.
Key Figures
Beneficial ownership:16,124,780 sharesExercisable via convertibles:2,760,261 sharesPercent of class:9.99%
3 metrics
Beneficial ownership16,124,780 sharesas of <date>March 31, 2026</date>
Exercisable via convertibles2,760,261 sharesmay be acquired within sixty days
Percent of class9.99%each Reporting Person as of <date>March 31, 2026</date>
"Nantahala may be deemed to be the beneficial owner of 16,124,780 Shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared dispositive powerregulatory
"Shared Dispositive Power 16,124,780.00"
convertible securitiesfinancial
"Include 2,760,261 Shares which may be acquired ... through the exercise of convertible securities"
Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.
What stake does Nantahala Capital report in Fractyl Health (GUTS)?
Nantahala reports beneficial ownership of 16,124,780 shares as of March 31, 2026. The filing states this represents 9.99% of the outstanding Common Stock and is held across funds and managed accounts under its control.
How many Fractyl shares are exercisable by the reporting persons within 60 days?
The filing discloses 2,760,261 shares that may be acquired within sixty days through the exercise of convertible securities. These shares are included in the total 16,124,780 share beneficial ownership reported as of March 31, 2026.
Who holds voting and dispositive power over the reported shares?
The filing reports shared voting power and shared dispositive power of 16,124,780 shares for Nantahala, Wilmot B. Harkey, and Daniel Mack. Each Reporting Person reports 0 shares of sole voting or sole dispositive power.
Does the Schedule 13G/A indicate Nantahala will sell or buy additional Fractyl shares?
The filing discloses beneficial ownership and exercisable convertibles but does not state any planned purchases or sales. It lists holdings and voting/dispositive power; specific transactions or timing are not described in the provided excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Fractyl Health, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
35168W103
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
35168W103
1
Names of Reporting Persons
Nantahala Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,124,780.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,124,780.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,124,780.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
35168W103
1
Names of Reporting Persons
Wilmot B. Harkey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,124,780.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,124,780.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,124,780.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
35168W103
1
Names of Reporting Persons
Daniel Mack
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,124,780.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,124,780.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,124,780.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Fractyl Health, Inc.
(b)
Address of issuer's principal executive offices:
3 VAN DE GRAAFF DRIVE SUITE 200 BURLINGTON, MASSACHUSETTS, 01803
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, $0.00001 par value per share
(e)
CUSIP No.:
35168W103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of March 31, 2026, Nantahala may be deemed to be the beneficial owner of 16,124,780 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 16,124,780 Shares Include 2,760,261 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of convertible securities.
(b)
Percent of class:
As of March 31, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 9.99%
(2) Wilmot B. Harkey: 9.99%
(3) Daniel Mack: 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 16,124,780 Shares.
(2) Wilmot B. Harkey: 16,124,780 Shares.
(3) Daniel Mack: 16,124,780 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 16,124,780 Shares.
(2) Wilmot B. Harkey: 16,124,780 Shares.
(3) Daniel Mack: 16,124,780 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
