Form SC 13G - Statement of Beneficial Ownership by Certain Investors
20 September 2024 - 10:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Fulcrum
Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
359616109
(CUSIP Number)
September 12, 2024
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| 1. |
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NAMES OF REPORTING PERSONS
TCG Crossover GP II, LLC |
| 2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (see instructions) (a) ☐ (b) ☒
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| 3. |
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SEC USE ONLY
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| 4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
5,000,000 (1) |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
5,000,000 (1) |
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| 9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 5,000,000 (1) |
| 10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9) 9.4% (2) |
| 12. |
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TYPE OF
REPORTING PERSON (see instructions) OO |
| (1) |
These securities are held of record by TCG Crossover II (as defined in Item 2(a) below). TCG Crossover GP II
(as defined in Item 2(a) below) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be
deemed to share voting, investment and dispositive power with respect to these securities. |
| (2) |
Based on 53,050,770 shares of Common Stock outstanding, which is the difference of (i) 62,400,770 shares of
Common Stock outstanding as of July 24, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on
July 31, 2024 (the “Form 10-Q”), minus (ii) 9,350,000 shares of Common Stock which were exchanged for pre-funded warrants to purchase
shares of Common Stock on August 21, 2024 (the “Converted Pre-Funded Warrant Shares”), as reported by the Issuer in its Current Report on Form 8-K
filed with the Commission on August 22, 2024 (the “Form 8-K”). |
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| 1. |
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NAMES OF REPORTING PERSONS
TCG Crossover Fund II, L.P. |
| 2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (see instructions) (a) ☐ (b) ☒
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| 3. |
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SEC USE ONLY
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| 4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
5,000,000 (1) |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
5,000,000 (1) |
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| 9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 5,000,000 (1) |
| 10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9) 9.4% (2) |
| 12. |
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TYPE OF
REPORTING PERSON (see instructions) PN |
| (1) |
These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG
Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with
respect to these securities. |
| (2) |
Based on 53,050,770 shares of Common Stock outstanding, which is the difference of (i) 62,400,770 shares of
Common Stock outstanding as of July 24, 2024, as reported by the Issuer in its Form 10-Q, minus (ii) 9,350,000 Converted Pre-Funded Warrant Shares as
reported by the Issuer in its Form 8-K. |
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| 1. |
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NAMES OF REPORTING PERSONS
Chen Yu |
| 2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (see instructions) (a) ☐ (b) ☒
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| 3. |
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SEC USE ONLY
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| 4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
5,000,000 (1) |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
5,000,000 (1) |
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| 9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 5,000,000 (1) |
| 10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9) 9.4% (2) |
| 12. |
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TYPE OF
REPORTING PERSON (see instructions) IN |
| (1) |
These securities are held of record by TCG Crossover II. TCG Crossover GP II is the general partner of TCG
Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with
respect to these securities. |
| (2) |
Based on 53,050,770 shares of Common Stock outstanding, which is the difference of (i) 62,400,770 shares of
Common Stock outstanding as of July 24, 2024, as reported by the Issuer in its Form 10-Q, minus (ii) 9,350,000 Converted Pre-Funded Warrant Shares as
reported by the Issuer in its Form 8-K. |
| Item 1(a). |
Name of Issuer: |
Fulcrum Therapeutics, Inc. (the “Issuer”).
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
26 Landsdowne Street
Cambridge, Massachusetts 02139
| Item 2(a). |
Name of Person Filing: |
This joint statement on Schedule 13G is being filed by TCG Crossover Fund II, L.P. (“TCG Crossover II”), TCG Crossover GP II, LLC
(“TCG Crossover GP II” and together with TCG Crossover II, the “Reporting Entities”) and Chen Yu (the “Reporting Individual”). The Reporting Entities and the Reporting Individual are collectively
referred to as the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the
provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting
Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person’s pecuniary interest therein.
| Item 2(b) |
Address of Principal Business Office, or if None, Residence: |
The address of the principal business office of each Reporting Person is 705 High St., Palo Alto, CA 94301.
TCG Crossover GP II is a limited liability company organized under the laws of the State of Delaware. TCG Crossover II is a limited partnership organized under
the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
| Item 2(d). |
Title of Class of Securities: |
Common Stock, $0.001 par value per share (“Common Stock”).
359616109
| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
(a) Amount beneficially owned:
See Row 9 of the cover page for
each Reporting Person and the corresponding footnotes.*
(b) Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*
(c) Number of shares as to which the person has:
(i) Sole power
to vote or to direct the vote
See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*
(ii) Shared power to vote or to direct the vote
See Row 6 of
the cover page for each Reporting Person and the corresponding footnotes.*
(iii) Sole power to dispose or to direct the disposition of
See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*
(iv) Shared power to dispose or to direct the disposition of
See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*
| * |
Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial
ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record. |
| Item 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person. |
Under certain circumstances set forth in the limited partnership agreement of TCG Crossover II and the limited liability company agreement of TCG Crossover GP
II, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which
they are a partner or member, as the case may be.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person. |
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. |
Notice of Dissolution of the Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in
connection with a nomination under Rule 14a-11 promulgated under the Act.
Material to be Filed as Exhibits.
Exhibit 1 – Joint Filing Agreement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 20, 2024
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| TCG Crossover Fund II, L.P. |
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| By: |
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TCG Crossover GP II, LLC |
| Its: |
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General Partner |
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| By: |
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/s/ Craig Skaling |
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Authorized Signatory |
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| TCG Crossover GP II, LLC |
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| By: |
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/s/ Craig Skaling |
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Authorized Signatory |
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| /s/ Craig Skaling, as attorney-in-fact for Chen Yu |
| Chen Yu |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned
hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any
additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning him, her
or it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that it knows or has reason to believe that such information is inaccurate or
incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Dated: September 20, 2024
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| TCG Crossover Fund II, L.P. |
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| By: |
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TCG Crossover GP II, LLC |
| Its: |
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General Partner |
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| By: |
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/s/ Craig Skaling |
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Authorized Signatory |
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| TCG Crossover GP II, LLC |
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| By: |
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/s/ Craig Skaling |
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Authorized Signatory |
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| /s/ Craig Skaling, as attorney-in-fact for Chen Yu |
| Chen Yu |
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