Foghorn Therapeutics Announces Closing of $50 Million Registered Direct Financing at a 30% Premium

Foghorn Therapeutics (Nasdaq: FHTX) closed a $50 million registered direct financing on Jan 13, 2026, selling common stock and warrants.

Rhea-AI Summary

Foghorn Therapeutics (Nasdaq: FHTX) closed a $50 million registered direct financing on Jan 13, 2026, selling common stock and warrants.

The company sold 2,030,314 common shares at $6.71 per share (a 30% premium to the Jan 9, 2026 Nasdaq price), issued pre-funded warrants for up to 5,421,250 shares at $6.7099, and issued series warrants to buy 3,725,782 shares at $13.42 and another 3,725,782 shares at $20.13. Gross proceeds were approximately $50 million (excluding any proceeds from potential warrant exercises). The financing was sold directly by Foghorn without an underwriter and included participation by BVF Partners, Deerfield Management, Flagship Pioneering and a leading biotech mutual fund.

Positive

• Gross proceeds of approximately $50 million
• Issue price of $6.71 represented a 30% premium to Jan 9, 2026 Nasdaq price
• Sale included 2,030,314 common shares at $6.71
• Pre-funded warrants for up to 5,421,250 shares at $6.7099

Negative

• Series warrants could dilute up to 7,451,564 shares if exercised at higher strike prices
• Reported gross proceeds exclude any future proceeds from warrant exercises
• Offering increases outstanding convertible instruments with strikes at $13.42 and $20.13

Argus Jan 14 session

-5.54% close to close Open Argus

Details

News Market Reaction – FHTX

In the Jan 14 session, FHTX declined 5.54%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -5.5% in the session following this news. A negative reaction despite this financing...

Analysis

The stock moved -5.5% in the session following this news. A negative reaction despite this financing would fit scenarios where investors focus on dilution risk or warrant overhang rather than the 30% premium pricing. Historically, Foghorn’s news flow has more often seen aligned price moves, with only one recent divergence on seemingly positive pipeline progress. Any sustained weakness could also reflect broader sentiment toward pre-commercial biotech capital raises, irrespective of individual deal terms.

Key Figures

Registered direct financing: $50 million Premium to market: 30% Common shares sold: 2,030,314 shares +5 more

Registered direct financing

$50 million

Gross proceeds from January 2026 offering

Premium to market

30%

Issue price vs Nasdaq Global Market price on Jan 9, 2026

Common shares sold

2,030,314 shares

Common stock in registered direct offering

Issue price

$6.71 per share

Price for common stock in financing

Pre-funded warrants

5,421,250 warrants

Pre-funded warrants issued at $6.7099 each

Pre-funded price

$6.7099 per warrant

Reflects share price minus $0.0001 exercise cost

Series warrants (2x)

3,725,782 warrants at $13.42

Series warrants exercisable at 2x issue price

Series warrants (3x)

3,725,782 warrants at $20.13

Series warrants exercisable at 3x issue price

Historical Context

5 past events · Latest: Nov 25

5 events

1. Nov 25

   Conference participation

   24h Move

   +3.5%

   Management participation in Evercore healthcare investor conference and webcast access.

2. Nov 05

   Earnings/corporate update

   24h Move

   +13.3%

   Q3 2025 financial update highlighting strong balance sheet and clinical progress.

3. Nov 03

   Investor conferences

   24h Move

   -4.5%

   Announcement of participation in three November investor conferences with CEO presentations.

4. Oct 30

   Pipeline update

   24h Move

   +1.9%

   Preclinical progress update across selective ARID1B, CBP, and EP300 degrader programs.

5. Oct 16

   Pipeline progress

   24h Move

   -2.5%

   Announced significant ARID1B degrader progress and upcoming presentations and investor event.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct financing, pre-funded warrants, series warrants, prospectus supplement

4 terms

registered direct financing financial

"today announced the closing of its $50 million registered direct financing at a 30% premium."

A registered direct financing is when a company sells newly registered securities directly to a limited number of investors under an existing registration, skipping the broad public marketing of a typical offering; think of it as putting approved items on a store shelf and arranging a private sale to select buyers. Investors care because it can quickly raise cash while creating new shares or debt that may dilute existing ownership, affect the share price and change the company’s financial runway.

pre-funded warrants financial

"Certain investors received pre-funded warrants to purchase up to 5,421,250 shares at $6.7099 each"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

series warrants financial

"The offering also included series warrants to buy up to 3,725,782 shares at $13.42 per share"

Series warrants are tradable certificates that give the holder the right to buy a specific number of a company's shares at a preset price within a fixed time window. Think of them like a coupon that lets you purchase stock later at today’s agreed price; they can provide leveraged upside if the stock rises, but converting them increases the number of shares outstanding, which can dilute existing shareholders. Investors watch series warrants because they affect potential returns, ownership percentages, and future share supply.

prospectus supplement regulatory

"A prospectus supplement and accompanying prospectus relating to the offering has been filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

WATERTOWN, Mass., Jan. 13, 2026 (GLOBE NEWSWIRE) -- Foghorn^® Therapeutics Inc. (Nasdaq: FHTX), a clinical-stage biotechnology company pioneering a new class of medicines that treat serious diseases by correcting abnormal gene expression, today announced the closing of its $50 million registered direct financing at a 30% premium. The registered direct offering included the sale of 2,030,314 shares of common stock at $6.71 per share (issue price). Certain investors received pre-funded warrants to purchase up to 5,421,250 shares at $6.7099 each, which reflects the share price minus a nominal exercise cost of $0.0001 per share. The offering also included series warrants to buy up to 3,725,782 shares at $13.42 per share (2x issue price) and another 3,725,782 shares at $20.13 per share (3x issue price). The $6.71 purchase price represented a 30% premium over the Nasdaq Global Market price on January 9, 2026. All shares in the offering were sold by Foghorn. The gross proceeds from the offering were approximately $50 million (excluding any proceeds to be received upon exercise of the series warrants).

The financing included existing shareholders BVF Partners, Deerfield Management, founding investor Flagship Pioneering and a leading biotech mutual fund. No underwriter or placement agent participated in the offering.

The securities issued in the January Registered Direct Financing described above were offered by Foghorn pursuant to a shelf registration statement on Form S-3 declared effective by the Securities and Exchange Commission (“SEC”) on January 31, 2025. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. A prospectus supplement and accompanying prospectus relating to the offering has been filed with the SEC and will be available on the SEC's website at www.sec.gov.

About Foghorn Therapeutics
Foghorn^® Therapeutics is discovering and developing a novel class of medicines targeting genetically determined dependencies within the chromatin regulatory system. Through its proprietary, scalable Gene Traffic Control^® platform, Foghorn is systematically studying, identifying, and validating potential drug targets within the chromatin regulatory system. The Company is developing multiple product candidates in oncology. Visit our website at www.foghorntx.com for more information on the Company, and follow us on X and LinkedIn.

Contact:
Karin Hellsvik, Foghorn Therapeutics Inc.
khellsvik@foghorntx.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Foghorn Therapeutics (FHTX) raise in the Jan 13, 2026 registered direct financing?

Foghorn raised approximately $50 million in gross proceeds from the registered direct financing.

At what price did FHTX sell common shares in the Jan 2026 financing and how did that compare to market?

FHTX sold common shares at $6.71 per share, a 30% premium over the Nasdaq price on Jan 9, 2026.

How many common shares and pre-funded warrants were included in FHTX's offering on Jan 13, 2026?

The offering included 2,030,314 common shares and pre-funded warrants to purchase up to 5,421,250 shares.

What warrant strikes did FHTX issue in the Jan 2026 financing and what do they imply?

FHTX issued series warrants exercisable at $13.42 (2x issue price) and $20.13 (3x issue price).

Who participated in FHTX's registered direct offering on Jan 13, 2026?

Participants included existing shareholders BVF Partners, Deerfield Management, founding investor Flagship Pioneering, and a leading biotech mutual fund.

Was there an underwriter or placement agent for Foghorn's Jan 2026 financing?

No; the financing was completed without any underwriter or placement agent.