false 0001680581 --12-31 0001680581 2023-06-08 2023-06-08

 

 

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): June 8, 2023

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

 

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2023 annual meeting of stockholders of Fulcrum Therapeutics, Inc., or Fulcrum, held on June 8, 2023, or the Annual Meeting, the stockholders of Fulcrum approved an amendment to Fulcrum’s Restated Certificate of Incorporation to limit the liability of certain officers of Fulcrum as permitted by recent amendments to Delaware law. The certificate of amendment of Fulcrum’s Restated Certificate of Incorporation, or Certificate of Amendment, was filed with the Secretary of State of the State of Delaware on June 8, 2023 and became effective upon filing.

The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The following is a summary of the matters voted on at the Annual Meeting held on June 8, 2023.

 

  a)

Fulcrum’s stockholders elected Alan Ezekowitz and Sonja Banks as class I directors, for a three-year term ending at the annual meeting of stockholders to be held in 2026 and each until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the two class I directors are as follows:

 

Name

    Votes
For		      Votes
Withheld		      Broker
Non-Votes		  

Alan Ezekowitz

      41,346,237        8,939,331        3,725,871  

Sonja Banks

      42,114,999        8,170,569        3,725,871  

 

  b)

Fulcrum’s stockholders did not approve the amendment to Fulcrum’s 2019 Stock Incentive Plan to modify the automatic increase to the share reserve provision. The results of the stockholders’ vote with respect to such proposal are as follows:

 

Votes

For

  

Votes

Against

  

Abstain

  

Broker
Non-Votes

23,717,404   26,520,073   48,091   3,725,871

 

  c)

Fulcrum’s stockholders approved the amendment to Fulcrum’s Restated Certificate of Incorporation to limit the liability of certain officers of Fulcrum as permitted by recent amendments to Delaware law. The results of the stockholders’ vote with respect to such approval are as follows:

 

Votes

For

  

Votes

Against

  

Abstain

  

Broker
Non-Votes

48,990,654   1,278,732   16,182   3,725,871

 

  d)

Fulcrum’s stockholders ratified the selection of Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the stockholders’ vote with respect to such ratification are as follows:

 

Votes

For

  

Votes

Against

  

Abstain

  

Broker
Non-Votes

53,623,513   8,279   379,647   0

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
    No.    

   

Description

3.1    Certificate of Amendment of the Restated Certificate of Incorporation of Fulcrum Therapeutics, Inc.
104    Cover Page Interactive Data File (Embedded within the Inline XBRL Document).

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: June 9, 2023     By:  

/s/ Curtis Oltmans

   

Name:

Title:

   Curtis Oltmans
Chief Legal Officer
Fulcrum Therapeutics (NASDAQ:FULC)
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