As filed with the Securities and Exchange Commission on February 24, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FULCRUM THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 47-4839948 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 26 Landsdowne Street Cambridge, Massachusetts |
02139 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2019 Stock Incentive Plan
2019 Employee Stock Purchase Plan
(Full title of the plan)
Alex C. Sapir
President and Chief Executive Officer
Fulcrum Therapeutics, Inc.
26 Landsdowne Street
Cambridge, Massachusetts 02139
(Name and address of agent for service)
(617) 651-8851
(Telephone number, including area code, of agent for service)
Copies to:
| Mitchell Bloom, Esq. Marianne Sarrazin, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000 |
Curtis Oltmans, Esq. Chief Legal Officer and Head of External Affairs Fulcrum Therapeutics, Inc. 26 Landsdowne Street Cambridge, Massachusetts 02139 (617) 651-8851 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Fulcrum Therapeutics, Inc. (“Fulcrum”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional (i) 2,000,000 shares of its common stock, $0.001 par value per share (the “Common Stock”) under Fulcrum’s 2019 Stock Incentive Plan (the “2019 Plan”) and 428,571 shares of Common Stock under Fulcrum’s 2019 Employee Stock Purchase Plan (the “ESPP” and together with the 2019 Plan, the “Plans”), in each case pursuant to the provisions for each plan that provide for annual automatic increases in the number of shares of Common Stock reserved for issuance under each plan. In each case, the additional shares are of the same class as other securities for which a registration statement relating to the Plans has previously been filed and is effective. Accordingly, this registration statement incorporates by reference the contents of the registration statements on Form S-8 (File No. 333-233452) filed on August 26, 2019, Form S-8 (File No. 333-236910) filed on March 5, 2020, Form S-8 (File No. 333-253862) filed on March 4, 2021, Form S-8 (File No. 333-262356) filed on January 27, 2022, Form S-8 (File No. 333-270385) filed on March 9, 2023, Form S-8 (File No. 333-277421) filed on February 27, 2024, and Form S-8 (File No. 333-285180) filed on February 25, 2025, pursuant to General Instruction E, except with respect to Item 8. Exhibits thereof.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Exhibit No. |
Description | |
| 4.1 | Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2019) | |
| 4.2 | Certificate of Amendment of the Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2023) | |
| 4.3 | Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2019) | |
| 5.1* | Opinion of Goodwin Procter LLP | |
| 23.1* | Consent of Ernst & Young LLP | |
| 23.2* | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
| 24.1* | Power of Attorney (included on signature page) | |
| 99.1 | 2019 Stock Incentive Plan of the registrant (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1 (File No. 333-232260) filed with the Securities and Exchange Commission on July 8, 2019) | |
| 99.2 | Form of Stock Option Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1 (File No. 333-232260) filed with the Securities and Exchange Commission on July 8, 2019) | |
| 99.3 | Form of Restricted Stock Unit Agreement under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2022) | |
| 99.4 | 2019 Employee Stock Purchase Plan of the registrant (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1 (File No. 333-232260) filed with the Securities and Exchange Commission on July 8, 2019) | |
| 107* | Filing Fee Table | |
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 24th day of February, 2026.
| Fulcrum Therapeutics, Inc. | ||
| By: | /s/ Alex C. Sapir | |
| Name: | Alex C. Sapir | |
| Title: | President and Chief Executive Officer | |
Each person whose signature appears below constitutes and appoints each of Alex C. Sapir and Alan Musso, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act, (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ Alex C. Sapir |
President and Chief Executive Officer, Director | February 24, 2026 | ||
| Alex C. Sapir | (Principal Executive Officer) | |||
| /s/ Alan Musso |
Chief Financial Officer | February 24, 2026 | ||
| Alan Musso | (Principal Financial Officer) | |||
| /s/ Gregory Tourangeau |
Vice President, Finance | February 24, 2026 | ||
| Gregory Tourangeau | (Principal Accounting Officer) | |||
| /s/ Kate Haviland |
Chairman of the Board | February 24, 2026 | ||
| Kate Haviland | ||||
| /s/ Sonja L. Banks |
Director | February 24, 2026 | ||
| Sonja L. Banks | ||||
| /s/ Katina Dorton |
Director | February 24, 2026 | ||
| Katina Dorton | ||||
| /s/ Alan Ezekowitz |
Director | February 24, 2026 | ||
| Alan Ezekowitz | ||||
| /s/ James Geraghty |
Director | February 24, 2026 | ||
| James Geraghty | ||||
| /s/ Robert J. Gould |
Director | February 24, 2026 | ||
| Robert J. Gould | ||||
| /s/ Colin Hill |
Director | February 24, 2026 | ||
| Colin Hill | ||||
| /s/ Rachel King |
Director | February 24, 2026 | ||
| Rachel King | ||||
Exhibit 5.1
|
Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210
goodwinlaw.com +1 617 570 1000 |
February 24, 2026
Fulcrum Therapeutics, Inc.
26 Landsdowne Street
Cambridge, Massachusetts 02139
| Re: | Securities Being Registered under Registration Statement on Form S-8 |
We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 2,428,571 shares (the “Shares”) of Common Stock, par value $0.001 per share (“Common Stock”), of Fulcrum Therapeutics, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2019 Stock Incentive Plan (the “2019 Plan”) and the Company’s 2019 Employee Stock Purchase Plan (the “ESPP” and, together with the 2019 Plan, the “Plans”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
Fulcrum Therapeutics, Inc.
February 24, 2026
Page 2
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, |
| /s/ Goodwin Procter LLP |
| GOODWIN PROCTER LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2019 Stock Incentive Plan and the 2019 Employee Stock Purchase Plan of Fulcrum Therapeutics, Inc. of our report dated February 24, 2026 with respect to the consolidated financial statements of Fulcrum Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2025, filed with the Securities and Exchange Commission.
/s/ Ernst &Young LLP
Boston, Massachusetts
February 24, 2026
| Calculation of Filing Fee Tables | |||
| | |||
| | |||
| Table 1: Newly Registered Securities |
|---|
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |
|---|---|---|---|---|---|---|---|---|
| 1 | |
|
|
|
$ |
$ |
|
$ |
| 2 | |
|
|
|
$ |
$ |
|
$ |
| Total Offering Amounts: |
$ |
$ | ||||||
| Total Fee Offsets: |
$ | |||||||
| Net Fee Due: |
$ | |||||||
| Offering Note |
| 1 |
| ||||||
| | |||||||
| 2 |
| ||||||
| | |||||||
| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |