Fractyl Health prices $20 million public offering at $1.05 per share

Fractyl Health Inc. (NASDAQ: GUTS) announced the pricing of an underwritten public offering of 19,047,619 shares of common stock with accompanying warrants for gross proceeds of $20 million before deducting underwriting discounts and commissions.

The metabolic therapeutics company set the combined public offering price at $1.05 per share. Each share comes with one Tranche A warrant with a 2-year term and one Tranche B warrant with a 5-year term. Both warrant tranches have an exercise price of $1.05 per share.

The Tranche B warrants require stockholder approval under Nasdaq rules before they can be exercised. The Tranche A warrants are callable at the company's option following the release of 3-month randomized midpoint clinical data from the ongoing REMAIN-1 study, subject to certain conditions including that the average trading price exceeds $1.37 per share for 15 consecutive trading days.

Fractyl granted underwriters a 30-day option to purchase up to an additional 2,857,142 shares of common stock with associated warrants at the public offering price, less underwriting discounts and commissions.

If fully exercised for cash, the warrants could yield up to an additional $40 million in future gross proceeds. The company plans to use net proceeds to support its Revita and Rejuva pipeline programs and for working capital and general corporate purposes.

Ladenburg Thalmann & Co. Inc. is serving as book-running manager for the offering, which is expected to close on or about August 7, 2025, subject to customary closing conditions.

The offering is conducted under a shelf registration statement filed with the Securities and Exchange Commission on March 3, 2025, and declared effective on March 18, 2025.

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