UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 2022
FULCRUM THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38978 | 47-4839948 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 26 Landsdowne Street | ||
| Cambridge, Massachusetts | 02139 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 651-8851
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
| Trading Symbol(s) | Name of each exchange on which registered
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| Common stock, par value $0.001 per share | FULC | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 14, 2022, Fulcrum Therapeutics, Inc., or Fulcrum, and Dr. Judith A. Dunn entered into a separation agreement subsequent to Dr. Dunn’s resignation from her position as president, research and development. Dr. Dunn will remain employed with Fulcrum through January 3, 2023, and continue to provide biotechnology consulting services, including clinical development services, in a transitional capacity while Fulcrum continues its previously announced search for a Chief Medical Officer. The separation agreement also memorializes Dr. Dunn’s severance benefits as contemplated by her previously filed employment agreement dated February 6, 2021 and provides for an extended exercise period (6-months) following the January 2023 separation from service. Following Dr. Dunn’s separation, Fulcrum will eliminate the president, research and development position. The clinical development organization will be reporting directly into Bryan Stuart, Fulcrum’s Chief Executive Officer.
Fulcrum intends to file a copy of the separation agreement as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2022.
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 thereunto duly authorized.
| FULCRUM THERAPEUTICS, INC. | ||||||
| Date: October 19, 2022 | By: | /s/ Curtis Oltmans | ||||
| Name: Curtis Oltmans Title: Chief Legal Officer | ||||||