Fulcrum Therapeutics Enters Material Definitive Agreement

TL;DR

Fulcrum Therapeutics just signed a big deal, filing an 8-K on 12/10/25.

AI Summary

Fulcrum Therapeutics, Inc. announced on December 10, 2025, that it entered into a material definitive agreement. The company, located at 26 Landsdowne Street, Cambridge, MA, also reported other events and filed financial statements and exhibits. This filing is made pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant new contract or partnership for Fulcrum Therapeutics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, the specifics of which are not detailed in this initial filing.

Key Numbers

• 001-38978 — Commission File Number (Identifies the company's SEC filing history)
• 47-4839948 — IRS Employer Identification No. (Tax identification for the company)

Key Players & Entities

• Fulcrum Therapeutics, Inc. (company) — Registrant
• December 10, 2025 (date) — Date of earliest event reported
• 26 Landsdowne Street, Cambridge, Massachusetts 02139 (address) — Principal executive offices
• 617-651-8851 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share FULC Nasdaq Global Market
• $13.50 — mmon Stock, at a price to the public of $13.50 per Firm Share, and (b) pre-funded warr
• $13.499 — ant Shares, at a price to the public of $13.499 per Pre-Funded Warrant, which represent
• $164.1 m — from the offering will be approximately $164.1 million, or approximately $188.1 million
• $188.1 million — mately $164.1 million, or approximately $188.1 million if the Underwriters exercise in full th

Filing Documents

• fulc-20251210.htm (8-K) — 54KB
• fulc-ex1_1.htm (EX-1.1) — 470KB
• fulc-ex4_1.htm (EX-4.1) — 185KB
• fulc-ex5_1.htm (EX-5.1) — 20KB
• fulc-ex99_1.htm (EX-99.1) — 13KB
• img189780767_0.jpg (GRAPHIC) — 53KB
• img229150336_0.jpg (GRAPHIC) — 24KB
• 0001193125-25-314728.txt ( ) — 1068KB
• fulc-20251210.xsd (EX-101.SCH) — 24KB
• fulc-20251210_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 10, 2025, Fulcrum Therapeutics, Inc., or Fulcrum, entered into an underwriting agreement, or the Underwriting Agreement, with J.P. Morgan Securities LLC, Leerink Partners LLC, and Cantor Fitzgerald & Co., as the representatives of the several underwriters, or the Underwriters, relating to an underwritten public offering of (a) 11,851,853 shares, or the Firm Shares, of its common stock, par value $0.001 per share, or the Common Stock, at a price to the public of $13.50 per Firm Share, and (b) pre-funded warrants to purchase up to 1,111,193 shares of Common Stock, or the Pre-Funded Warrants, and such shares issuable upon the exercise of the Pre-Funded Warrants, the Warrant Shares, at a price to the public of $13.499 per Pre-Funded Warrant, which represents the per share public offering price for the Firm Shares less the $0.001 per share exercise price for each such Pre-Funded Warrant, in each case less underwriting discounts and commissions. Under the terms of the Underwriting Agreement, Fulcrum granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,944,456 shares of its Common Stock at the same price per share as the Firm Shares, less underwriting discounts and commissions, or the Option Shares, and together with the Firm Shares, the Shares. All of the Shares and Pre-Funded Warrants are being sold by Fulcrum. Fulcrum estimates that the net proceeds from the offering will be approximately $164.1 million, or approximately $188.1 million if the Underwriters exercise in full their option to purchase the Option Shares, in each case after deducting underwriting discounts and commissions and estimated offering expenses. Each Pre-Funded Warrant will be exercisable for one share of Common Stock at an exercise price of $0.001 per share, or alternatively, at the election of each holder, shares of Common Stock may be issued through a cashless exercise, with the net num

01 Other Events

Item 8.01 Other Events. On December 10, 2025, Fulcrum announced the pricing of the offering. A copy of the press release announcing the pricing of the offering is attached as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 1.1 Underwriting Agreement, dated December 9, 2025, by and among Fulcrum Therapeutics, Inc.,J.P. Morgan Securities LLC, Leerink Partners LLC, Cantor Fitzgerald & Co. as representatives of the several underwriters named in Schedule I thereto 4.1 Form of Pre-Funded Warrant 5.1 Opinion of Goodwin Procter LLP 23.1 Consent of Goodwin Procter LLP (contained in Exhibit 5.1 above) 99.1 Press release, dated December 9, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: December 10, 2025 By: /s/ Alex C. Sapir Name: Alex C. Sapir Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR