FRACTYL HEALTH, INC.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 10, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001193125-26-219373
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001193125-26-342345
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 24 previous paragraphs and 22 current paragraphs.
19 unchanged; 2 reworded; 1 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
As previously disclosed in the Company’s Form 10-Q for the quarter ended March 31, 2026, the Company terminated the Sales Agreement pursuant to its terms. As a result, the Sales Agreement was terminated effective April 6, 2026.
Removed paragraphs (3)
Previous report
Exercise of Pre-Funded Warrants
Previous report
On November 12, 2025, we entered into an exchange agreement with entities affiliated with Nantahala Capital Management (the “Holders”), pursuant to which the Holders agreed to exchange an aggregate of 4,850,000 shares of common stock for pre-funded warrants (the “Exchange Warrants”) to purchase up to 4,850,000 shares of common stock at an exercise price of $0.001 per share (the “Exchange”). The Exchange Warrants were issued without registration under the Securities Act, in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.
Previous report
Subsequent to the Exchange, in January 2026 all Exchange Warrants for 4,850,000 shares of our common stock were exercised at an exercise price of $0.001 per share resulting in the issuance of 4,843,179 shares of common stock, with the remaining 6,821 shares withheld to satisfy the aggregate exercise price.
Reworded paragraphs (2)
Previous wording
In order to maintain this listing, we must satisfy the continued listing requirements and standards of Nasdaq, including a minimum closing bid price requirement for our common stock of $1.00 per share. As previously reported, on March 13, 2026, we received a notification letter from Nasdaq notifying us that, for the last 30 consecutive business days, the closing bid price for our common stock has been below the minimum $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5450(a)(1) (“Rule 5450(a)(1)”). We have 180 calendar days, or until or until September 9, 2026, to regain compliance with Rule 5450(a)(1) by maintaining a closing bid price of at least $1.00 per share for a minimum of 10 consecutive trading days, subject to Nasdaq’s discretion. If we do not regain compliance with Rule 5450(a)(1) by or until September 9, 2026, we may be afforded a second 180 calendar day period to regain compliance, subject to meeting applicable listing standards and written notice of our intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split if necessary.
Current wording
In order to maintain this listing, we must satisfy the continued listing requirements and standards of Nasdaq, including a minimum closing bid price requirement for our common stock of $1.00 per share. On March 13, 2026, we received a notification letter from Nasdaq notifying us that, for the last 30 consecutive business days, the closing bid price for our common stock has been below the minimum $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5450(a)(1) (“Rule 5450(a)(1)”). We have 180 calendar days, or until September 9, 2026, to regain compliance with Rule 5450(a)(1) by maintaining a closing bid price of at least $1.00 per share for a minimum of 10 consecutive trading days, subject to Nasdaq’s discretion. If we do not regain compliance with Rule 5450(a)(1) by September 9, 2026, Nasdaq may notify us that our securities are subject to delisting from Nasdaq unless we timely request a hearing before a Nasdaq Hearings Panel (the “Panel”). Should such notice be received, we intend to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting of our securities and, as a result, we would expect that our common stock will continue to be listed and traded on Nasdaq pending the conclusion of the hearings process.
Previous wording
(b)Material changes to the procedures by which security holders may recommend nominees to the board of directors.
Current wording
(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.