0001415889-24-022127.txt : 20240823 0001415889-24-022127.hdr.sgml : 20240823 20240823161005 ACCESSION NUMBER: 0001415889-24-022127 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240821 FILED AS OF DATE: 20240823 DATE AS OF CHANGE: 20240823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RA Capital Healthcare Fund LP CENTRAL INDEX KEY: 0001315082 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38978 FILM NUMBER: 241236422 BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6177782500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: RA Capital Biotech Fund LP DATE OF NAME CHANGE: 20050121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RA CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001346824 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38978 FILM NUMBER: 241236423 BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-2500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC DATE OF NAME CHANGE: 20051213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kolchinsky Peter CENTRAL INDEX KEY: 0001384859 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38978 FILM NUMBER: 241236421 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shah Rajeev M. CENTRAL INDEX KEY: 0001619841 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38978 FILM NUMBER: 241236420 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fulcrum Therapeutics, Inc. CENTRAL INDEX KEY: 0001680581 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 474839948 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 26 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-651-8851 MAIL ADDRESS: STREET 1: 26 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 form4-08232024_040801.xml X0508 4 2024-08-21 1 0001680581 Fulcrum Therapeutics, Inc. FULC 0001346824 RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 false false true false 0001315082 RA Capital Healthcare Fund LP 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001384859 Kolchinsky Peter C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001619841 Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0 Common Stock 2024-08-21 4 J 0 8500000 D 3109704 I See footnotes Warrant (Right to Buy) 0.001 2024-08-21 4 J 0 8500000 A Common Stock 8500000 8500000 I See footnotes RA Capital Healthcare Fund, L.P. (the "Fund") entered into an Exchange Agreement with the Issuer pursuant to which the Fund exchanged, on a 1:1 basis, 8,500,000 shares of the Issuer's Common Stock for an equal number of prefunded warrants, each to purchase one share of the Issuer's Common Stock at an exercise price of $0.001 per share (each a "Pre-Funded Warrant"). RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. Held directly by the Fund. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise. /s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 2024-08-23 /s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 2024-08-23 /s/ /s/ Peter Kolchinsky, individually 2024-08-23 /s/ Rajeev Shah, individually 2024-08-23