Fulcrum Sets Dec 3 Vote on Slate Merger, $270M Cash Dividend
FULC sits 29% above its 52-week low of $2.83.
Summary
Fulcrum's third S-4 amendment sets a December 3, 2026 shareholder vote on the Slate Medicines reverse merger, a 1-for-10 to 1-for-80 reverse split and a roughly $270 million pre-closing cash dividend, with existing Fulcrum holders retaining about 5.0% of the combined company.
Key Events · M&A and Partnerships · FULC
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December 3 Vote Set on Slate Merger
Stockholders of record on October 28, 2026 (76,381,948 shares outstanding) vote December 3 on issuing more than 20% of Fulcrum shares to Slate holders and on the change of control; both Proposal Nos. 1 and 2 are conditions to closing.
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~$270M Pre-Closing Cash Dividend
Before closing, Fulcrum will declare a special dividend of approximately $270 million (about $3.52 per share), sized so Net Cash at closing is about $20.3 million; the Fulcrum valuation of $31.3 million falls dollar-for-dollar if closing net cash is short.
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Fulcrum Holders Keep ~5.0%
Post-closing, pre-merger Slate holders are expected to own about 55.9%, Slate Concurrent Investment investors about 39.1% and pre-merger Fulcrum holders about 5.0% on a fully diluted basis, based on a $350 million Slate valuation and the estimated 24.8186 exchange ratio.
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Reverse Split of 1-for-10 to 1-for-80
Approval is sought for a reverse stock split at a ratio set by the Fulcrum board and agreed to by Slate, intended to keep the price above Nasdaq's minimum bid; the combined company would trade as SLTE.
Analysis · FULC · Life Sciences
The previously announced Slate Medicines reverse merger now has a date and a vote: Fulcrum holders go to the polls December 3, 2026 on issuing roughly 1.6 billion shares (pre-reverse-split) and on a 1-for-10 to 1-for-80 reverse split, both of which must pass for the deal to close. Economics are explicit — Fulcrum holders keep about 5.0% of the combined company and receive a pre-closing cash dividend of roughly $270 million (about $3.52 per share), against a $31.3 million valuation for Fulcrum. Leerink's fairness work puts total consideration at $3.93 per share versus a $3.78 present value from simply liquidating, so the deal is being pitched as modestly better than winding down. Approval is the main risk: the merger fails if either proposal misses, and Fulcrum owes a $10 million break fee in specified cases.
How filings like this one have moved
In the 30 days to Nov 3, 2026, 40.9% of the 1143 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.37%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, FULC was trading at $3.65 on NASDAQ in the Life Sciences sector, with a market capitalization of approximately $278.5M. The 52-week trading range was $2.83 to $15.74. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.