aibioFractyl Health prices $60 million stock offering at $1.00 per share
Tickers GUTS
Fractyl is selling 60,000,000 shares through BofA Securities, Evercore ISI and Ladenburg Thalmann, after a $1.05 raise in August. The prospectus supplement carries going-concern language.
Key facts
- Company
- Fractyl Health, Inc. (NASDAQ: GUTS)
- News type
- Financings
- Primary source
- Fractyl Health, Inc. 8-K (2025-09-26)
The pricing
Fractyl Health, Inc. (Nasdaq: GUTS) said on September 26, 2025 that it priced an underwritten offering of 60,000,000 shares of common stock at $1.00 per share. All of the shares are sold by the company. The last reported sale price on The Nasdaq Global Market on September 25, 2025 was $1.01 per share.
The prospectus supplement shows underwriting discounts and commissions of $0.06 per share, or $3,600,000, and proceeds before expenses of $0.94 per share, or $56,400,000. Offering expenses are estimated at $370,000, and the company agreed to reimburse the underwriters for up to $20,000 of their expenses. It estimates net proceeds of approximately $56 million. BofA Securities and Evercore ISI are joint book-running managers and Ladenburg Thalmann is lead manager. Delivery was expected on or about September 29, 2025. The shares are sold under a shelf registration statement that was filed on March 3, 2025 and declared effective on March 18, 2025.
Cooley LLP of Boston is counsel to the company on the validity of the shares, and Latham & Watkins LLP of New York is counsel to the underwriters. The company says it will use the money to support its Revita and Rejuva programs and for working capital and general corporate purposes.
Share count and dilution
The prospectus supplement counts 49,917,791 shares outstanding at June 30, 2025 and 21,904,761 shares issued in an August 2025 offering. With the 60,000,000 new shares, 131,822,552 shares will be outstanding. About 10,344,232 of those are under a 60-day lock-up with the underwriter. The rest can be resold at once.
At June 30, 2025, the company had a stockholders' deficit of $18,212 thousand. After this offering, the as further adjusted net tangible book value would be $39.7 million, or $0.30 per share, which the prospectus supplement says is immediate dilution of $0.70 per share to new investors. Warrants add more: 21,904,761 Tranche A warrants at $1.05 per share are outstanding, and a further 21,904,761 Tranche B warrants could become exercisable, pending shareholder approval. The company also sold 371,223 shares through its at-the-market facility with Jefferies LLC after June 30.
The August raise
On August 6, 2025, Fractyl sold 19,047,619 shares with Tranche A and Tranche B warrants to Ladenburg Thalmann & Co. Inc. at a combined $1.05 per share. Ladenburg exercised its option for 2,857,142 more shares in full the same day. The August offering closed on August 7 and brought in approximately $20.7 million of net proceeds, so this is the second raise in under two months, at a lower price.
The data released the same day
The prospectus supplement reports that on September 26, 2025 the company released 3-month interim data from the REMAIN-1 Midpoint Cohort. It is a randomized, double-blind, sham-controlled cohort of 45 adults with obesity who lost at least 15% of body weight on tirzepatide. They stopped the drug and were randomized 2:1 to the Revita procedure or a sham procedure.
The company says Revita-treated patients lost an additional 2.5% of body weight at 3 months, while sham patients regained 10% (p=0.014). The groups were 29 and 16 patients. The company reports no Revita-related serious adverse events or Grade II or higher adverse events through 3 months. The company calls the results clinically and statistically significant. They are interim, short and from a small group, and the supplement says 6-month data are expected in the first quarter of 2026.
The REMAIN-1 Pivotal Cohort has completed enrollment. The company says it is on track to randomize patients in early 2026, report 6-month topline primary endpoint data and potentially file a PMA in the second half of 2026. Its forward-looking statements refer to a strategic reprioritization to focus Revita resources on the REMAIN-1 pivotal study.
Going concern
The accountants' report on the company's financial statements contains an explanatory paragraph describing conditions that raise substantial doubt about its ability to continue as a going concern. The prospectus supplement lists the going-concern question among its forward-looking topics. The prospectus supplement says the company expects to finance its needs through equity offerings, debt financings and license and collaboration agreements, and that investors in this offering face immediate dilution.