Item 1.01 Entry into a Material Definitive Agreement.
On May 9 2022, Fulcrum Therapeutics, Inc. (the “Company”) entered into an equity distribution agreement (the “Agreement”) with Piper Sandler & Co., as sales agent (the “Sales Agent”), with respect to an at-the-market offering program pursuant to which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50 million (the “Shares”) through the Sales Agent (the “Offering”).
Any Shares offered and sold in the Offering will be issued pursuant to the registration statement on Form S-3 (File No. 333-260754), initially filed with the Securities and Exchange Commission (the “Commission”) on November 4, 2021, as amended or supplemented (the “Registration Statement”), the prospectus supplement relating to the Offering filed with the SEC on May 9, 2022, and any applicable additional prospectus supplements related to the Offering that form a part of the Registration Statement.
The Sales Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, including, without limitation, sales made (A) in privately negotiated transactions; (B) as block transactions; or (C) by any other method permitted by law that is deemed to be an “at the market offering, including sales made directly through The Nasdaq Global Market (“Nasdaq”) or on any other existing trading market for the Common Stock, in each case, subject to the prior written consent of the Company. The Sales Agent will use commercially reasonable efforts to sell the Shares from time to time consistent with their normal sales practices and applicable federal rules, regulations and Nasdaq rules, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Sales Agent a commission equal to 3.0% of the gross sales proceeds of any Shares sold through the Sales Agent under the Agreement, and also has provided the Agent with customary indemnification and contribution rights.
The Sales Agent is not required to sell any specific number or dollar amount of securities, but will use commercially reasonable efforts to sell, on behalf of the Company, all of the shares of Common Stock requested to be sold by the Company, consistent with their normal trading and sales practices, on mutually agreed terms among the Sales Agent and the Company. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
