{"filing":{"accession_number":"0001193125-26-353278","cik":"0001680581","ticker":"FULC","company_name":"Fulcrum Therapeutics, Inc.","form":"8-K","filing_date":"2026-08-17","report_date":"2026-08-16","primary_document":"d136791d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1680581/000119312526353278/d136791d8k.htm"},"events":[{"id":28129,"run_id":25713,"accession_number":"0001193125-26-353278","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Fulcrum Therapeutics entered into a definitive Agreement and Plan of Merger with Slate Medicines on August 16, 2026, whereby Slate will merge into Fulcrum's subsidiary with Slate surviving the first merger, followed by a second merger creating a combined entity operating as Slate Medicines. The all-stock transaction represents a fundamental change of control, with Fulcrum stockholders owning approximately 5% and Slate stockholders 95% of the combined entity post-closing, accompanied by a concurrent $245 million private placement financing.","company_name":"Fulcrum Therapeutics, Inc.","ticker":"FULC","filing_date":"2026-08-17","form":"8-K","submitted_at":null,"items":[{"id":29945,"accession_number":"0001193125-26-353278","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Fulcrum Therapeutics entered into a definitive Agreement and Plan of Merger with Slate Medicines on August 16, 2026, whereby Slate will merge into Fulcrum's subsidiary with Slate surviving the first merger, followed by a second merger creating a combined entity. This is a material acquisition/merger transaction with detailed terms including an exchange ratio, concurrent $245 million financing, and significant ownership restructuring (pre-Fulcrum stockholders owning ~5% post-closing). The transaction is explicitly disclosed under Item 1.01 and represents a fundamental change of control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T12:31:32.411060+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29947,"accession_number":"0001193125-26-353278","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Fulcrum Therapeutics has entered into a definitive merger agreement with Slate Medicines in an all-stock transaction, with the combined company to operate as Slate Medicines. The merger is accompanied by a $245 million concurrent private placement financing and represents a change of control where Fulcrum stockholders will own only 5% of the combined entity post-closing. This is a material acquisition/merger requiring disclosure under Item 5.01 and Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T12:31:32.411060+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29948,"accession_number":"0001193125-26-353278","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.02 incorporates by reference Item 1.01, which covers material acquisitions and mergers. The press release discloses a definitive merger agreement between Fulcrum Therapeutics and Slate Medicines in an all-stock transaction, with the combined company operating as Slate Medicines. This is a change of control transaction where Fulcrum stockholders will own 5% and Slate stockholders 95% of the combined entity, accompanied by a $245 million concurrent private placement financing. The transaction is expected to close in Q4 2026 and is highly material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T12:31:32.411060+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29949,"accession_number":"0001193125-26-353278","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The disclosure announces execution of a definitive merger agreement between Fulcrum Therapeutics and Slate Medicines, with Fulcrum stockholders expected to own 5% and Slate stockholders 95% of the combined entity post-closing. This is a material acquisition/change of control transaction expected to close in Q4 2026, accompanied by a concurrent $245 million private placement financing. The transaction fundamentally restructures Fulcrum's business and ownership, making it a core M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T12:31:32.411060+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":28130,"run_id":25713,"accession_number":"0001193125-26-353278","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Slate Medicines conducted an oversubscribed concurrent private placement of $245 million in unregistered equity securities exempt under Section 4(a)(2) and Regulation D to healthcare investors, with proceeds to fund the combined company's operations into 2029.","company_name":"Fulcrum Therapeutics, Inc.","ticker":"FULC","filing_date":"2026-08-17","form":"8-K","submitted_at":null,"items":[{"id":29946,"accession_number":"0001193125-26-353278","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities by Slate in a concurrent private placement exempt under Section 4(a)(2) and Regulation D. The press release confirms a $245 million oversubscribed private placement financing from healthcare investors to fund the combined company's operations into 2029. This is a classic dilutive equity issuance in a private placement context, material to investors assessing capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T12:31:32.411060+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":29945,"accession_number":"0001193125-26-353278","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Fulcrum Therapeutics entered into a definitive Agreement and Plan of Merger with Slate Medicines on August 16, 2026, whereby Slate will merge into Fulcrum's subsidiary with Slate surviving the first merger, followed by a second merger creating a combined entity. This is a material acquisition/merger transaction with detailed terms including an exchange ratio, concurrent $245 million financing, and significant ownership restructuring (pre-Fulcrum stockholders owning ~5% post-closing). The transaction is explicitly disclosed under Item 1.01 and represents a fundamental change of control.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T12:31:32.411060+00:00","company_name":"Fulcrum Therapeutics, Inc.","ticker":"FULC","filing_date":"2026-08-17"},{"id":29946,"accession_number":"0001193125-26-353278","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities by Slate in a concurrent private placement exempt under Section 4(a)(2) and Regulation D. The press release confirms a $245 million oversubscribed private placement financing from healthcare investors to fund the combined company's operations into 2029. This is a classic dilutive equity issuance in a private placement context, material to investors assessing capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T12:31:32.411060+00:00","company_name":"Fulcrum Therapeutics, Inc.","ticker":"FULC","filing_date":"2026-08-17"},{"id":29947,"accession_number":"0001193125-26-353278","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Fulcrum Therapeutics has entered into a definitive merger agreement with Slate Medicines in an all-stock transaction, with the combined company to operate as Slate Medicines. The merger is accompanied by a $245 million concurrent private placement financing and represents a change of control where Fulcrum stockholders will own only 5% of the combined entity post-closing. This is a material acquisition/merger requiring disclosure under Item 5.01 and Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T12:31:32.411060+00:00","company_name":"Fulcrum Therapeutics, Inc.","ticker":"FULC","filing_date":"2026-08-17"},{"id":29948,"accession_number":"0001193125-26-353278","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.02 incorporates by reference Item 1.01, which covers material acquisitions and mergers. The press release discloses a definitive merger agreement between Fulcrum Therapeutics and Slate Medicines in an all-stock transaction, with the combined company operating as Slate Medicines. This is a change of control transaction where Fulcrum stockholders will own 5% and Slate stockholders 95% of the combined entity, accompanied by a $245 million concurrent private placement financing. The transaction is expected to close in Q4 2026 and is highly material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T12:31:32.411060+00:00","company_name":"Fulcrum Therapeutics, Inc.","ticker":"FULC","filing_date":"2026-08-17"},{"id":29949,"accession_number":"0001193125-26-353278","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The disclosure announces execution of a definitive merger agreement between Fulcrum Therapeutics and Slate Medicines, with Fulcrum stockholders expected to own 5% and Slate stockholders 95% of the combined entity post-closing. This is a material acquisition/change of control transaction expected to close in Q4 2026, accompanied by a concurrent $245 million private placement financing. The transaction fundamentally restructures Fulcrum's business and ownership, making it a core M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-17T12:31:32.411060+00:00","company_name":"Fulcrum Therapeutics, Inc.","ticker":"FULC","filing_date":"2026-08-17"}]}