| Item 1. | |
| (a) | Name of issuer:
FULCRUM THERAPEUTICS, INC. |
| (b) | Address of issuer's principal executive
offices:
26 LANDSDOWNE STREET CAMBRIDGE, MA, 02139 |
| 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, CT 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, par value $0.001 per share |
| (e) | CUSIP No.:
359616109 |
| 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 September 30, 2024, Nantahala may be deemed to be the beneficial owner of 4,777,912 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. |
| (b) | Percent of class:
As of September 30, 2024, 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") : 7.6568%
(2) Wilmot B. Harkey: 7.6568%
(3) Daniel Mack: 7.6568% % |
| (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") : 4,777,912 Shares.
(2) Wilmot B. Harkey: 4,777,912 Shares.
(3) Daniel Mack: 4,777,912 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") : 4,777,912 Shares.
(2) Wilmot B. Harkey: 4,777,912 Shares.
(3) Daniel Mack: 4,777,912 Shares.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| 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
|
