Fractyl Health Files 8-K: Regulation FD, Other Events, Exhibits

TL;DR

Fractyl Health dropped an 8-K on 12/15 covering Reg FD, other events, and financials.

AI Summary

On December 15, 2025, Fractyl Health, Inc. filed an 8-K report detailing a Regulation FD Disclosure, Other Events, and Financial Statements and Exhibits. The filing was made on December 16, 2025, and pertains to events as of December 15, 2025. The company, previously known as Fractyl Laboratories Inc., is incorporated in Delaware and headquartered in Burlington, Massachusetts.

Why It Matters

This 8-K filing provides crucial updates on regulatory disclosures, other significant events, and financial exhibits for Fractyl Health, Inc., offering insight into the company's recent activities and compliance.

Risk Assessment

Risk Level: low — This filing is a standard 8-K report for disclosures and exhibits, not indicating any immediate operational or financial distress.

Key Players & Entities

• FRACTYL HEALTH, INC. (company) — Registrant
• December 15, 2025 (date) — Date of earliest event reported
• December 16, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of Incorporation
• 3 Van de Graaff Drive Suite 200 (address) — Principal Executive Offices
• Burlington, Massachusetts (location) — Principal Executive Offices City and State
• 01803 (zip_code) — Principal Executive Offices Zip Code
• Fractyl Laboratories Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value per share GUTS The Nasdaq
• $1.05 — nche A Warrants at an exercise price of $1.05 per underlying share of Common Stock un
• $2.24 — Global Market on December 15, 2025 was $2.24 per share. The Tranche A Warrants wer
• $1.37 — k on the Nasdaq Global Market exceeding $1.37 per share for 15 consecutive trading da
• $2,000,000 — ock on the Nasdaq Global Market exceeds $2,000,000 per day for such Measurement Period. Th

Filing Documents

• guts-20251215.htm (8-K) — 58KB
• guts-ex99_1.htm (EX-99.1) — 18KB
• guts-ex99_2.htm (EX-99.2) — 55KB
• 0001193125-25-319524.txt ( ) — 252KB
• guts-20251215.xsd (EX-101.SCH) — 25KB
• guts-20251215_htm.xml (XML) — 5KB

01 Regulation FD Disclosure

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.

01 Other Events

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 clos

01 Financial Statements and Exhibits

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

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)

View Full Filing

View this 8-K filing on SEC EDGAR