As filed with the Securities and Exchange Commission on May 9, 2022
Registration No. 333-260754
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
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 Number) |
26 Landsdowne Street
Cambridge, Massachusetts 02139
(617) 651-8851
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Bryan E. Stuart
President and Chief Executive Officer
Fulcrum Therapeutics, Inc.
26 Landsdowne Street
Cambridge, Massachusetts 02139
(617) 651-8851
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
| Mitchell Bloom, Esq. Marianne Sarrazin, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000 |
Curtis Oltmans, Esq. General Counsel Fulcrum Therapeutics, Inc. 26 Landsdowne Street Cambridge, Massachusetts 02139 (617) 651-8851 |
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ ________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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. ☐
This post-effective amendment shall become effective upon filing in accordance with Rule 462(d) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (File No. 333-260754) is filed pursuant to Rule 462(d) solely to update the hyperlinking for Exhibits 5.1, 23.2 and 107 (the “Exhibits”) with respect to such Registration Statement.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and financial statements.
(a) Exhibits.
II-1
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 3 to Form S-3 ASR to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on May 9, 2022.
| FULCRUM THERAPEUTICS, INC. | ||
| By: | /s/ Bryan E. Stuart | |
| Name: Bryan E. Stuart | ||
| Title: President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Bryan E. Stuart Bryan E. Stuart |
President and Chief Executive Officer, Director (Principal Executive Officer) |
May 9, 2022 | ||
| /s/ Esther Rajavelu Esther Rajavelu |
Chief Financial Officer (Principal Financial Officer) |
May 9, 2022 | ||
| /s/ Gregory Tourangeau Gregory Tourangeau |
Controller and Principal Accounting Officer | May 9, 2022 | ||
| * Kate Haviland |
Chairman of the Board | May 9, 2022 | ||
| * Sonja Banks |
Director | May 9, 2022 | ||
| * James J. Collins |
Director | May 9, 2022 | ||
| * Katina Dorton |
Director | May 9, 2022 | ||
| * Alan Ezekowitz |
Director | May 9, 2022 | ||
| * James Geraghty |
Director | May 9, 2022 | ||
| * Robert J. Gould |
Director | May 9, 2022 | ||
| *By: | /s/ Bryan E. Stuart | |
| Attorney-in-Fact |
II-2