0000950170-24-009979.txt : 20240201 0000950170-24-009979.hdr.sgml : 20240201 20240201211040 ACCESSION NUMBER: 0000950170-24-009979 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20240201 FILED AS OF DATE: 20240201 DATE AS OF CHANGE: 20240201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Catalyst Group V LP CENTRAL INDEX KEY: 0001414929 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41942 FILM NUMBER: 24588596 BUSINESS ADDRESS: STREET 1: c/o General Catalyst Group Management LL STREET 2: 20 University Road Ste 450 CITY: Cambridge STATE: MA ZIP: 02138 BUSINESS PHONE: 617-234-7000 MAIL ADDRESS: STREET 1: c/o General Catalyst Group Management LL STREET 2: 20 University Road Ste 450 CITY: Cambridge STATE: MA ZIP: 02138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GC Entrepreneurs Fund V, LP CENTRAL INDEX KEY: 0001549857 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41942 FILM NUMBER: 24588595 BUSINESS ADDRESS: STREET 1: GENERAL CATALYST PARTNERS STREET 2: 20 UNIVERSITY ROAD; SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 617-234-7000 MAIL ADDRESS: STREET 1: GENERAL CATALYST PARTNERS STREET 2: 20 UNIVERSITY ROAD; SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Catalyst GP V, LLC CENTRAL INDEX KEY: 0001550975 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41942 FILM NUMBER: 24588598 BUSINESS ADDRESS: STREET 1: GENERAL CATALYST PARTNERS STREET 2: 20 UNIVERSITY ROAD, SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 617-234-7000 MAIL ADDRESS: STREET 1: GENERAL CATALYST PARTNERS STREET 2: 20 UNIVERSITY ROAD, SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Catalyst Partners V, L.P. CENTRAL INDEX KEY: 0001551791 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41942 FILM NUMBER: 24588597 BUSINESS ADDRESS: STREET 1: 20 UNIVERSITY ROAD STREET 2: SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 617-234-02138 MAIL ADDRESS: STREET 1: 20 UNIVERSITY ROAD STREET 2: SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fractyl Health, Inc. CENTRAL INDEX KEY: 0001572616 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 273553477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17 HARTWELL AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 781-902-8800 MAIL ADDRESS: STREET 1: 17 HARTWELL AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: Fractyl Laboratories Inc. DATE OF NAME CHANGE: 20130320 3 1 ownership.xml 3 X0206 3 2024-02-01 0 0001572616 Fractyl Health, Inc. GUTS 0001550975 General Catalyst GP V, LLC 20 UNIVERSITY ROAD, SUITE 450 CAMBRIDGE MA 02138 false false true false 0001551791 General Catalyst Partners V, L.P. 20 UNIVERSITY ROAD, SUITE 450 CAMBRIDGE MA 02138 false false true false 0001414929 General Catalyst Group V LP 20 UNIVERSITY ROAD, SUITE 450 CAMBRIDGE MA 02138 false false true false 0001549857 GC Entrepreneurs Fund V, LP 20 UNIVERSITY ROAD, SUITE 450 CAMBRIDGE MA 02138 false false true false Common Stock 82162 I Directly held by General Catalyst Group V, L.P. Common Stock 1714 I Directly held by GC Entrepreneurs Fund V, L.P. Series A Preferred Stock Common Stock 1493397 I Directly held by General Catalyst Group V, L.P. Series A Preferred Stock Common Stock 31172 I Directly held by GC Entrepreneurs Fund V, L.P. Series B Preferred Stock Common Stock 1443931 I Directly held by General Catalyst Group V, L.P. Series B Preferred Stock Common Stock 30140 I Directly held by GC Entrepreneurs Fund V, L.P. Series C-1 Preferred Stock Common Stock 612527 I Directly held by General Catalyst Group V, L.P. Series C-1 Preferred Stock Common Stock 12785 I Directly held by GC Entrepreneurs Fund V, L.P. Series C-2 Preferred Stock Common Stock 623329 I Directly held by General Catalyst Group V, L.P. Series C-2 Preferred Stock Common Stock 13011 I Directly held by GC Entrepreneurs Fund V, L.P. Series D Preferred Stock Common Stock 422560 I Directly held by General Catalyst Group V, L.P. Series D Preferred Stock Common Stock 8820 I Directly held by GC Entrepreneurs Fund V, L.P. Series E Preferred Stock Common Stock 106417 I Directly held by General Catalyst Group V, L.P. Series E Preferred Stock Common Stock 2221 I Directly held by GC Entrepreneurs Fund V, L.P. General Catalyst GP V, LLC ("GCGPV") is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P. ("GCGV") and GC Entrepreneurs Fund V, L.P. ("GCEV"). GCGPV is controlled by a group of three or more individuals, or the Managing Directors, having shared voting and dispositive control over the shares held by GCGV and GCEV. Each of the Managing Directors disclaims beneficial ownership of the securities held by GCGV and GCEV except to the extent of his or her pecuniary interest therein, if any. Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election in accordance with the terms of such preferred stock and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. General Catalyst GP V, LLC, By: /s/ Lisa A. Davidson, Attorney-in-fact 2024-02-01 General Catalyst Partners V, L.P., By: General Catalyst GP V, LLC, its general partner, By: /s/ Lisa A. Davidson, Attorney-in-fact 2024-02-01 General Catalyst Group V, L.P., By: General Catalyst Partners V, L.P., its general partner, By: General Catalyst GP V, LLC, its general partner, By: /s/ Lisa A. Davidson, Attorney-in-fact 2024-02-01 GC Entrepreneurs Fund V, L.P., By: General Catalyst Partners V, L.P., its general partner, By: General Catalyst GP V, LLC, its general partner, By: /s/ Lisa A. Davidson, Attorney-in-fact 2024-02-01 EX-24.1 2 guts-ex24_1.htm EX-24.1 EX-24.1

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Fractyl Health, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

 

2.
execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

3.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

4.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20 day of January, 2024.

 

GENERAL CATALYST GP V, LLC

 

 

By:

/s/ Chris McCain

Name:

Chris McCain

Title:

Chief Legal Officer

 

 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

Harith Rajagopalan, M.D., Ph.D.

Lisa A. Davidson

Sarah G. Toomey

 

 

 EX-24.2 3 guts-ex24_2.htm EX-24.2 EX-24.2

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Fractyl Health, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

 

2.
execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

3.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

4.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20 day of January, 2024.

 

GENERAL CATALYST PARTNERS V, L.P.

 

 

By:

/s/ Chris McCain

Name:

Chris McCain

Title:

Chief Legal Officer

 

 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

Harith Rajagopalan, M.D., Ph.D.

Lisa A. Davidson

Sarah G. Toomey

 

 

 EX-24.3 4 guts-ex24_3.htm EX-24.3 EX-24.3

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Fractyl Health, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

 

2.
execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

3.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

4.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20 day of January, 2024.

 

GENERAL CATALYST GROUP V, L.P.

 

 

By:

/s/ Chris McCain

Name:

Chris McCain

Title:

Chief Legal Officer

 

 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

Harith Rajagopalan, M.D., Ph.D.

Lisa A. Davidson

Sarah G. Toomey

 

 

 EX-24.4 5 guts-ex24_4.htm EX-24.4 EX-24.4

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Fractyl Health, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

 

2.
execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

3.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

4.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20 day of January, 2024.

 

GC ENTREPRENEURS FUND V, L.P.

 

 

By:

/s/ Chris McCain

Name:

Chris McCain

Title:

Chief Legal Officer

 

 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

Harith Rajagopalan, M.D., Ph.D.

Lisa A. Davidson

Sarah G. Toomey