This record is sourced from Fulcrum's own 8-K press release (Exhibit 99.1), furnished to the SEC on August 17, 2026. The transaction has received unanimous support from both companies' boards of directors and is structured as a reverse merger paired with a concurrent private placement financing.
Wedbush Securities Inc. is serving as exclusive financial advisor to Slate (the accounting acquirer in the combination). Leerink Partners is serving as exclusive financial advisor to Fulcrum.
Cooley LLP is serving as legal counsel to Slate. Goodwin Procter LLP is serving as legal counsel to Fulcrum.
Under the terms of the merger agreement, pre-merger Fulcrum stockholders are expected to own 5.0% of the combined company and pre-merger Slate stockholders (including investors in the concurrent financing) are expected to own 95.0%, with the split subject to adjustment based on Fulcrum's net cash at closing. Slate has secured commitments for an oversubscribed concurrent private placement of $245 million led by Frazier Life Sciences, with participation from Forbion, RA Capital Management, Deep Track Capital, Foresite Capital, OrbiMed, RTW Investments, and Mingxin Capital, expected to fund operations into 2029. Fulcrum also expects to pay a cash dividend to its pre-merger stockholders equal to the amount by which its net cash exceeds $20.3 million, estimated at approximately $270.0 million. The deal is expected to close in the fourth quarter of 2026, subject to stockholder approval at both companies, Nasdaq listing approval, effectiveness of an S-4 registration statement, and expiration of the Hart-Scott-Rodino waiting period.
Not disclosed in this filing: the exact final exchange ratio or adjusted ownership split post-closing, any termination fee, and the specific use of net cash dividend proceeds beyond the stated cap.