EX-24

0000950170-24-009903.txt : 20240201 0000950170-24-009903.hdr.sgml : 20240201 20240201181412 ACCESSION NUMBER: 0000950170-24-009903 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240201 FILED AS OF DATE: 20240201 DATE AS OF CHANGE: 20240201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Caplan Jay David CENTRAL INDEX KEY: 0001419217 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41942 FILM NUMBER: 24588201 MAIL ADDRESS: STREET 1: 34 CLARK STREET CITY: BELMONT STATE: MA ZIP: 02478 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 0001419217 Caplan Jay David 17 HARTWELL AVENUE LEXINGTON MA 02421 false true false false President, Chief Product Off. Series B Preferred Stock Common Stock 82817 I By Family Trust Series C-1 Preferred Stock Common Stock 20843 I By Family Trust Series C-2 Preferred Stock Common Stock 15150 I By Family Trust Stock Option 1.70 2024-11-11 Common Stock 95484 D Stock Option 1.70 2025-02-10 Common Stock 61742 D Stock Option 2.67 2025-12-17 Common Stock 145875 D Stock Option 2.67 2026-06-27 Common Stock 23298 D Stock Option 3.35 2028-03-14 Common Stock 94879 D Stock Option 3.89 2030-03-26 Common Stock 12824 D Stock Option 6.98 2031-06-24 Common Stock 38974 D Stock Option 8.59 2032-09-07 Common Stock 11649 D Stock Option 8.18 2033-03-16 Common Stock 25628 D Stock Option 11.21 2033-11-10 Common Stock 14701 D Restricted Stock Units Common Stock 187257 D 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. The stock option is fully vested and currently exercisable. The stock option vests in 48 monthly installments beginning on April 26, 2020. The stock option vests in 48 monthly installments beginning on July 24, 2021. The stock option vests in 48 monthly installments beginning on October 7, 2022. The stock option vests in 48 monthly installments beginning on April 16, 2023. The stock option vests in 4 annual installments beginning on December 10, 2024. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units will vest on November 10, 2024 and have no expiration date. Exhibit 24 - Power of Attorney. /s/ Lisa A. Davidson, Attorney-in-fact 2024-02-01 EX-24 2 guts-ex24.htm EX-24 EX-24

Exhibit 24

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:

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;

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;

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

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 8 day of December, 2023.


Signature:	/s/ Jay D. Caplan

Print Name:	Jay D. Caplan

Schedule A

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

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

Lisa A. Davidson