Item 1.01 Entry into a Material Definitive Agreement.
On January 19, 2021, Fulcrum Therapeutics, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with SVB Leerink LLC,
Piper Sandler & Co. and Credit Suisse Securities (USA) LLC as representatives of
the several underwriters (the "Underwriters"), relating to an underwritten
public offering of 4,000,000 shares (the "Shares") of the Company's common
stock, par value $0.001 per share (the "Common Stock"). All of the Shares are
being sold by the Company. The price to the public is $11.00 per share, and the
Underwriters have agreed to purchase the Shares from the Company pursuant to the
Underwriting Agreement at a price of $10.34 per share. Under the terms of the
Underwriting Agreement, the Company granted the Underwriters an option,
exercisable for 30 days, to purchase up to an additional 600,000 shares of
Common Stock (the "Additional Shares") at the same price per share as the
Shares.
The Company estimates that the net proceeds from the offering will be
approximately $41.2 million, or approximately $47.4 million if the Underwriters
exercise in full their option to purchase 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
that was filed with the Securities and Exchange Commission (the "SEC") on
August 11, 2020 and declared effective by the SEC on August 17, 2020 (File
No. 333-244136). A prospectus supplement relating to the offering has been filed
with the SEC. The closing of the offering is expected to take place on or about
January 22, 2021, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties,
covenants and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the underwriter, 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. 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 Wilmer Cutler Pickering Hale and Dorr
LLP relating to the Shares and Additional Shares is attached as Exhibit 5.1
hereto.
Item 8.01 Other Events.
On January 19, 2021, the Company issued a press release announcing the pricing
of the offering. A copy of the press release has been filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
1.1 Underwriting Agreement, January 19, 2021, by and among the
Company and SVB Leerink LLC, Piper Sandler & Co. and Credit
Suisse Securities (USA) LLC
5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained
in Exhibit 5.1 above)
99.1 Press Release, dated January 19, 2021
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