Initial Registration Statement for Employee Benefit Plan Form S 8

As filed with the Securities and Exchange Commission on July 31, 2024

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)

2022 Inducement Stock Incentive 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 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 1,000,000 shares of its common stock, $0.001 par value per share under Fulcrum's 2022 Inducement Stock Incentive Plan, as amended (the "Inducement Plan"), pursuant to an amendment to the Inducement Plan, as approved by Fulcrum's board of directors, effective June 17, 2024. The additional shares are of the same class as other securities for which a registration statement relating to the Inducement Plan 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. 333-263249) filed on March 3, 2022, Form S-8 (File No. 333-270385) filed on March 9, 2023 and Form S-8 (File No. 333-277421) filed on February 27, 2024, 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		2022 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 10.12 to the registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2022)
99.2		First Amendment to 2022 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 10.13 to the registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2023)
99.3		Second Amendment to 2022 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 10.12 to the registrant's Annual Report onForm 10-K filed with the Securities and Exchange Commission on February 27, 2024)
99.4		Third Amendment to 2022 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrant's Quarterly Report onForm 10-Q filed with the Securities and Exchange Commission on July 31, 2024)
99.5		Form of Non-Statutory Stock Option Agreement under the 2022 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 10.13 to the registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2022)
99.6		Form of Restricted Stock Unit Agreement under the 2022 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 10.14 to the registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2022)
107*		Filing Fee Table

*	Filed herewith.

SIGNATURES

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-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 31^st day of July, 2024.

POWER OF ATTORNEY

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		July 31, 2024
Alex C. Sapir		(Principal Executive Officer)
/s/ Alan Musso		Chief Financial Officer		July 31, 2024
Alan Musso		(Principal Financial Officer)
/s/ Gregory Tourangeau		Vice President, Finance		July 31, 2024
Gregory Tourangeau		(Principal Accounting Officer)
/s/ Kate Haviland		Chairman of the Board		July 31, 2024
Kate Haviland
/s/ Robert J. Gould		Director		July 31, 2024
Robert J. Gould
/s/ Sonja L. Banks		Director		July 31, 2024
Sonja L. Banks
/s/ James J. Collins		Director		July 31, 2024
James J. Collins
/s/ Katina Dorton		Director		July 31, 2024
Katina Dorton
/s/ Alan Ezekowitz		Director		July 31, 2024
Alan Ezekowitz
/s/ James Geraghty		Director		July 31, 2024
James Geraghty
/s/ Colin Hill		Director		July 31, 2024
Colin Hill