FRACTYL HEALTH, INC.
For the period ended Aug 24, 2026. Filed Aug 24, 2026.
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Aug 24, 2026 · Filed Aug 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
FRACTYL HEALTH, INC.
NOTICE & PROXY STATEMENT
Special Meeting of Stockholders
September 24, 2026
12:00 p.m. Eastern Time
3 Van de Graaff Drive, Suite 200
Burlington, Massachusetts 01803
MESSAGE TO OUR STOCKHOLDERS
August 24, 2026
Dear Fellow Stockholders:
You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Fractyl Health, Inc. (the “Company”) to be held on Thursday, September 24, 2026, at 12:00 p.m. Eastern Time. Our Special Meeting will be a completely virtual meeting of stockholders that will be conducted via live webcast. You will be able to attend the virtual Special Meeting, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/GUTS2026SM. This virtual meeting format will allow stockholders to participate from any location and we expect will enable increased attendance, improved communications and cost savings for our stockholders and the Company compared to an in person meeting.
The Notice of Special Meeting and Proxy Statement on the following pages describe the matters to be presented at the Special Meeting. Details regarding how to attend the meeting and the business to be conducted at the Special Meeting are more fully described in the Notice of Special Meeting and Proxy Statement.
Whether or not you attend the Special Meeting, it is important that your shares be represented and voted at the Special Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. Instructions regarding how you can vote are contained on the proxy card.
We appreciate your interest in and support of Fractyl Health and look forward to your participation at the Special Meeting.
Sincerely,
Harith Rajagopalan, M.D., Ph.D.
Co-Founder, Chief Executive Officer and Director
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Dear Fellow Stockholder:
A Special Meeting of Stockholders (the “Special Meeting”) of Fractyl Health, Inc., a Delaware corporation (the “Company,” “Fractyl Health,” “we” or “us”), will be held on Thursday, September 24, 2026, at 12:00 p.m. Eastern Time. The Special Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Special Meeting online by visiting www.virtualshareholdermeeting.com/GUTS2026SM and entering your 16-digit control number included on your proxy card.
The Special Meeting will be held for the following purposes:
| 1 | To approve a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation to effect, at the option of the Company’s Board of Directors, a reverse stock split of our common stock at a ratio in the range of 1-for-5 to 1-for-15, inclusive, with such ratio to be determined by the Company’s Board of Directors in its sole discretion. We refer to this proposal as the “Reverse Stock Split Proposal” or “Proposal No. 1”. |
| 2 | Such other business as may properly come before the Special Meeting or any continuation, postponement, or adjournment of the Special Meeting. |
These items of business are more fully described in the Proxy Statement accompanying this Notice.
Only holders of record of our outstanding shares of common stock at the close of business on August 21, 2026, (the “Record Date”), are entitled to notice of and to vote at the Special Meeting, or any continuation, postponement or adjournment of the Special Meeting. A complete list of these stockholders will be available for examination by any stockholder during the ten days prior to the Special Meeting for a purpose germane to the meeting during ordinary business hours at the Company’s principal executive office. The Special Meeting may be continued or adjourned from time to time without notice other than by announcement at the Special Meeting.
YOUR VOTE IS IMPORTANT: Important Information for Holders of our Common Stock
It is important that your shares be represented regardless of the number of shares you may hold as of the record date. Whether or not you plan to attend the virtual Special Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed pre-addressed return envelope, which needs no postage if mailed in the United States. We encourage stockholders to submit their proxy by mail, telephone, or Internet. Promptly voting your shares will ensure the presence of a quorum at the Special Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Special Meeting if you desire to do so, as your proxy is revocable at your option. The Company asks your cooperation in promptly submitting your proxy.
If you would like to attend the virtual Special Meeting, please refer to the logistical information in the section titled “Questions and Answers About the Proxy Materials and Voting.”
By Order of the Board of Directors,
Sarah Toomey
General Counsel and Corporate Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.