| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 17, 2023, Fulcrum Therapeutics, Inc., or Fulcrum, entered into an underwriting agreement with Goldman Sachs & Co. LLC, SVB Securities LLC and Piper Sandler & Co., as the representatives of the several underwriters, or the Underwriters, relating to an underwritten public offering of 9,615,384 shares of its common stock, par value $0.001 per share, at a price to the public of $13.00 per share, less underwriting discounts and commissions. All of the shares are being sold by Fulcrum. Under the terms of the underwriting agreement, Fulcrum granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,442,307 shares of its common stock at the same price per share as the shares, less underwriting discounts and commissions.
Fulcrum estimates that the net proceeds from the offering will be approximately $117.3 million, or approximately $134.9 million if the Underwriters exercise in full their option to purchase the additional shares, in each case after deducting underwriting discounts and commissions and estimated offering expenses.
The shares will be issued pursuant to a shelf registration statement on Form S-3, as amended by that certain post-effective Amendment No. 2 that was filed with the Securities and Exchange Commission, or the SEC, on March 3, 2022 and declared effective by the SEC on April 28, 2022 (File No. 333-260754). A final prospectus supplement relating to the offering was filed with the SEC on January 18, 2023. The closing of the offering is expected to take place on or about January 20, 2023, subject to the satisfaction of customary closing conditions.
The underwriting agreement contains customary representations, warranties, covenants and agreements by Fulcrum, customary conditions to closing, indemnification obligations of Fulcrum and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the underwriting agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. In addition, subject to certain exceptions, Fulcrum and its executive officers and directors have agreed not to offer, sell, transfer or otherwise dispose of any shares of common stock during the 60-day period, in the case of Fulcrum, and the 30-day period, in the case of its directors and executive officers, following the date of the underwriting agreement. A copy of the underwriting agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the underwriting agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Goodwin Procter LLP relating to the shares and the additional shares is attached as Exhibit 5.1 hereto.
On January 17, 2023, 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
