UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1324, 2026

Fractyl Health, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-41942	27-3553477
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3 Van de Graaff Drive Suite 200
Burlington, Massachusetts		01803
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (781) 902-8800

    

     Not Applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	GUTS	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 32.0102 NoticeResults of DelistingOperations orand FailureFinancial to Satisfy a Continued Listing Rule or Standard; Transfer of ListingCondition.

On March 1324, 2026, Fractyl Health, Inc. (the “Company”) ~~received~~announced ~~a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of~~ its ~~common~~financial ~~stock~~results ~~was not in compliance with Nasdaq Listing Rule 5450(a)(1)~~ for ~~continued listing on~~ the ~~Nasdaq~~quarter ~~Global~~and ~~Market,~~full asyear ~~the~~ended ~~minimum~~December ~~bid~~31, ~~price~~2025 ofand ~~the~~provided ~~Company’s~~a ~~common~~corporate ~~stock was less than $1~~update.00 ~~per share for the previous 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(~~A), ~~the~~copy ~~Company has a period~~ of ~~180 calendar days, or until September 9, 2026, to regain compliance with~~ the ~~rule~~press ~~referred~~release to in ~~this~~connection ~~paragraph.~~with ~~To regain compliance, during this 180-day compliance period,~~ the ~~Company’s~~announcement ~~minimum~~is ~~bid~~being ~~price~~furnished ofas ~~listed~~Exhibit ~~securities must close at $1~~99.001 ~~per~~to ~~share~~this orCurrent ~~more~~Report ~~for a minimum of 10 consecutive business days. The notice has no present impact~~ on ~~the~~Form ~~listing of the Company’s securities on the Nasdaq Global Market~~8-K.

IfThe ~~the~~information ~~Company~~contained ~~does~~in ~~not~~Item ~~regain~~2.02 ~~compliance~~of ~~with~~this ~~the~~Current ~~Nasdaq~~Report ~~Listing~~on ~~Rules~~Form ~~prior to the expiration of the 180~~8-~~day~~K ~~compliance period, the Company may be eligible for additional time to regain compliance pursuant to Nasdaq Listing Rule 5810~~(~~c)(3)(A)(ii)~~including byExhibit ~~transferring to the Nasdaq Capital Market~~99.1 Toattached ~~qualify,~~hereto) ~~the~~shall ~~Company~~not ~~would need to submit a Transfer Application and a $5,000 application fee. In addition, the Company would~~ be ~~required~~deemed to“filed” ~~meet the continued listing requirement~~ for ~~market~~purposes ~~value~~ of ~~publicly~~Section ~~held~~18 ~~shares~~of ~~and~~the ~~all~~Securities ~~other~~Exchange ~~initial~~Act ~~listing~~of ~~standards for The Nasdaq Capital Market~~1934, ~~except~~as amended (the ~~minimum~~“Exchange ~~bid price requirement. In addition~~Act”), ~~the~~or ~~Company~~otherwise ~~would~~subject ~~need~~ to ~~provide written notice to Nasdaq of its intention to cure~~ the ~~minimum~~liabilities ~~bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary. As part~~ of ~~its~~that ~~review process~~section, ~~the~~nor ~~Nasdaq~~shall ~~staff will determine whether~~ it ~~believes the Company will~~ be ~~able~~deemed toincorporated ~~cure~~by ~~this~~reference ~~deficiency.~~in ~~Should~~any ~~the~~filing ~~Nasdaq~~under ~~staff conclude that~~ the ~~Company~~Securities ~~will~~Act ~~not~~of ~~be able to cure the deficiency~~1933, oras ~~should~~amended (the ~~Company~~“Securities ~~determine~~Act”), ~~not to submit a Transfer Application~~ or ~~make~~ the ~~required~~Exchange ~~representation~~Act, ~~Nasdaq~~except ~~will~~as ~~provide~~expressly ~~notice~~provided ~~that~~by ~~the~~specific ~~Company’s~~reference ~~shares~~in ofsuch ~~common~~a ~~stock will be subject to delisting~~filing.

IfItem ~~the Company does not regain compliance within the allotted compliance period(s), Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting~~7.01 AtRegulation ~~such~~FD ~~time, the Company may appeal the delisting determination to a Hearings Panel~~Disclosure.

~~The~~On ~~Company~~March ~~intends~~24, to2026, ~~actively~~the ~~monitor~~Company updated its ~~minimum~~corporate ~~bid~~presentation ~~price~~for ofuse ~~listed~~in ~~securities~~meetings ~~and~~with investors, asanalysts ~~appropriate,~~and ~~will~~others. ~~consider~~The ~~available~~Company ~~options~~also toupdated ~~resolve~~its presentation summarizing the ~~deficiencies~~REMAIN-1 ~~and~~Midpoint ~~regain~~Cohort ~~compliance~~6-month ~~with~~results to include new post hoc analyses evaluating the ~~Nasdaq~~relationship ~~Listing~~between ~~Rules~~treatment effect, ~~including~~procedural ~~applying~~dose to(length ~~transfer~~of duodenal ablation) and degree of GLP-1-induced weight loss prior to Revita® treatment. The updated presentations can be found under the ~~Nasdaq~~“Events ~~Capital~~& ~~Market~~Presentations” ortab ~~effecting~~in athe ~~reverse~~“Investor ~~stock~~Overview” ~~split~~section of the Company’s website.

~~There~~The ~~can~~information contained in Item 7.01 of this Current Report on Form 8-K shall not be nodeemed ~~assurance~~“filed” ~~that~~for purposes of Section 18 of the ~~Company~~Exchange ~~will~~Act, beor ~~successful~~otherwise insubject ~~maintaining~~to the ~~listing~~liabilities of ~~its~~that ~~common~~section, ~~stock~~and onshall not be deemed incorporated by reference into any of the ~~Nasdaq~~Company’s ~~Global~~filings ~~Market~~under the Securities Act, or, ifthe ~~transferred~~Exchange Act, onwhether made before or after the ~~Nasdaq~~date ~~Capital~~hereof, ~~Market.~~regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

~~SIGNATURES~~The Company’s website and any information contained on the Company’s website are not incorporated into this Current Report on Form 8-K.

PursuantItem to9.01 theFinancial requirementsStatements ofand the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorizedExhibits.

			Fractyl Health, Inc.
Date:	March 17, 2026	By:	/s/ Harith Rajagopalan
			Harith Rajagopalan, M.D., Ph.D.Co-Founder, Chief Executive Officer and Director (Principal Executive Officer)

(d) Exhibits

The following exhibit and shall be deemed to be furnished, and not filed:


Exhibit No.		Description
99.1		Fractyl Health, Inc. Press Release dated March 24, 2026
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Fractyl Health, Inc.

Date:	March 24, 2026	By:	/s/ Harith Rajagopalan
			Harith Rajagopalan, M.D., Ph.D. Co-Founder, Chief Executive Officer and Director (Principal Executive Officer)

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