Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equit y Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
We did not sell any securities that were not registered under the Securities Act during the three months ended March 31, 2021.
Use of Proceeds from Initial Public Offering
On July 22, 2019, we completed our IPO, pursuant to which we issued and sold 4,500,000 shares of our common stock at a public offering price of $16.00 per share. The offer and sale of all of the shares of our common stock in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-232260), which was declared effective by the Securities and Exchange Commission, or SEC, on July 17, 2019. Morgan Stanley & Co. LLC, BofA Securities, Inc. and SVB Leerink LLC. acted as joint book-running managers for our IPO. The IPO commenced on July 17, 2019 and terminated without the sale of the 675,000 shares registered for potential issuance upon exercise of the underwriters’ option to purchase additional shares in the IPO.
We received aggregate gross proceeds from our IPO of $72.0 million, or aggregate net proceeds of $63.9 million after deducting underwriting discounts and commissions and offering expenses payable by us. None of the underwriting discounts and commissions or offering expenses were incurred or paid to directors or officers of ours or their associates or to persons owning 10% or more of our common stock or to any of our affiliates.
We have used all of the net proceeds from the IPO as of March 31, 2021 to fund the clinical development of losmapimod, to advance our pipeline of clinical-stage and preclinical product candidates, and to research and develop additional preclinical product candidates using our platform, and for working capital and other general corporate purposes. We have invested the unused net proceeds from the offering in cash equivalents and marketable securities. There has been no material change in our planned use of the net proceeds from our IPO as described in our final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on July 18, 2019.
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Issuer Purchases of Equity Securities
Period
(a) Total
Number
of Shares
Purchased(1)
(b) Average
Price Paid
per Share
(c) Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
(d) Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs
January 1, 2021 through January 31, 2021
—
$
—
—
$
—
February 1, 2021 through February 28, 2021
1,836
0.07
—
—
March 1, 2021 through March 31, 2021
—
—
—
—
Total
1,836
$
0.07
—
$
—
(1)
Represents shares of unvested common stock that were repurchased by us from certain former employees upon termination of employment in accordance with the terms of the applicable employee's restricted stock agreement. We repurchased the shares from the former employees at the original purchase price.
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Item 6. E xhibits.
Exhibit
Number
Description
10.1*
Employment Agreement, dated F ebruary 6, 2021 , by and between the Registrant and Christopher Moxham.
10.2*
Employment Agreement, dated March 19, 2021, by and between the Registrant and Judith Dunn.
10.3*
Consulting Agreement, dated March 31, 2021, by and between the Registrant and Robert J. Gould.
10.4*
Employment Agreement, dated March 31, 2021, by and between the Registrant and Bryan Stuart.
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
*
Filed herewith.
+
Furnished herewith.
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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: May 6, 2021
By:
/s/ Bryan Stuart
Bryan Stuart
Chief Executive Officer and President, Director
Date: May 6, 2021
By:
/s/ Peter Thomson
Peter Thomson
Vice President, Finance and Accounting (Principal Financial Officer and Principal Accounting Officer)
75