0000902664-25-000860.txt : 20250212 0000902664-25-000860.hdr.sgml : 20250212 20250212093203 ACCESSION NUMBER: 0000902664-25-000860 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250212 DATE AS OF CHANGE: 20250212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fulcrum Therapeutics, Inc. CENTRAL INDEX KEY: 0001680581 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 474839948 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91080 FILM NUMBER: 25612605 BUSINESS ADDRESS: STREET 1: 26 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-651-8851 MAIL ADDRESS: STREET 1: 26 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Adage Capital Management, L.P. CENTRAL INDEX KEY: 0001535978 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET, 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-867-2800 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET, 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001535978 XXXXXXXX LIVE Common Stock, par value $0.001 per share 12/31/2024 0001680581 Fulcrum Therapeutics, Inc. 359616109 26 LANDSDOWNE STREET CAMBRIDGE MA 02139 Rule 13d-1(b) Adage Capital Management, L.P. DE 0.00 3000000.00 0.00 3000000.00 3000000.00 N 5.56 IA PN Robert Atchinson X1 0.00 3000000.00 0.00 3000000.00 3000000.00 N 5.56 HC IN Phillip Gross X1 0.00 3000000.00 0.00 3000000.00 3000000.00 N 5.56 HC IN Fulcrum Therapeutics, Inc. 26 Lansdowne Street Cambridge, MA 02139 This statement is filed by: (i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the shares of common stock, par value $0.001 per share ("Common Stock") of Fulcrum Therapeutics, Inc., a Delaware corporation (the "Company") directly held by ACP; (ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the shares of Common Stock directly held by ACP; and (iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the shares of Common Stock directly held by ACP. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States. N IA HC The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 53,938,661 shares of Common Stock outstanding as of November 6, 2024 , as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission on November 13, 2024. 5.56 The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Y N See Item 2(a). Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit 99.1: Joint Filing Agreement Adage Capital Management, L.P. /s/ Robert Atchinson By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member 02/12/2025 Robert Atchinson /s/ Robert Atchinson Robert Atchinson, individually 02/12/2025 Phillip Gross /s/ Phillip Gross Phillip Gross, individually 02/12/2025 EX-99.1 2 p25-0267exhibit99_1.htm JOINT FILING AGREEMENT

EXHIBIT 99.1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: 2/12/2025

 

ADAGE CAPITAL MANAGEMENT, L.P.  
By: Adage Capital Partners LLC,  
its General Partner  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
/s/ Robert Atchinson  
ROBERT ATCHINSON, individually  
   
/s/ Phillip Gross  
PHILLIP GROSS, individually