−Removed: Unregistered Sales of Equity Securities and Use of Proceeds.
+Added: Unregistered Sales of Equit y Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
−Removed: We did not sell any securities that were not registered under the Securities Act during the three months ended June 30, 2021.
+Added: Effective September 7, 2021, we granted one employee an option to purchase 140,000 shares of our common stock at an exercise price of $28.49 per share.
+Added: Effective September 30, 2021, we granted one employee an option to purchase 58,000 shares of our common stock at an exercise price of $28.21 per share.
+Added: These options were inducement grants in accordance with Nasdaq Listing Rule 5635(c)(4), which were made outside of our 2019 Stock Incentive Plan.
+Added: The options have a ten-year term and vest over four years, with 25% of the shares underlying the option grants vesting on the first anniversary of the respective employee’s start date and an additional 6.25% of the shares vesting in equal quarterly installments over the twelve successive quarters following the first anniversary of the respective start date, subject to such employee’s continued service with us through the applicable vesting dates.
+Added: We intend to file a registration statement on a Form S-8 to register the shares of common stock underlying these options prior to the time at which these options become exercisable.
+Added: No underwriters were involved in the foregoing issuances of securities.
+Added: The securities were issued pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, relating to transactions by an issuer not involving any public offering.
+Added: The recipients either received adequate information about us or had access, through other relationships, to such information.
+Added: Other than as stated above, we did not sell any securities during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act of 1933, as amended.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
8 unchanged sentences
Under the Plans
−Removed: April 1, 2021 through April 30, 2021
−Removed: May 1, 2021 through May 31, 2021
−Removed: June 1, 2021 through June 30, 2021
+Added: July 1, 2021 through July 31, 2021
+Added: August 1, 2021 through August 31, 2021
+Added: September 1, 2021 through September 30, 2021
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.
−Removed: Employment Agreement, dated May 10 , 2021 , by and between the Registrant and Christopher Morabito.
+Added: Form of Inducement Stock Option Agreement.
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.
15 unchanged sentences
FULCRUM THERAPEUTICS, INC.
−Removed: August 10, 2021
+Added: November 4, 2021
/s/ Bryan Stuart
Chief Executive Officer and President, Director
−Removed: August 10, 2021
+Added: November 4, 2021
/s/ Peter Thomson
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.