Foghorn Therapeutics (NASDAQ: FHTX) plans $50M stock and warrant financing

Rhea-AI Filing Summary

Foghorn Therapeutics entered into securities purchase agreements with life sciences investors to raise approximately $50.0 million in gross proceeds through a registered offering. The company is issuing 2,030,314 shares of common stock and pre-funded warrants to purchase 5,421,250 shares of common stock, sold together with Series 1 and Series 2 warrants to purchase an aggregate of 7,451,564 additional shares.

The pre-funded warrants are exercisable immediately at $0.0001 per share for 20 years. Series 1 warrants are exercisable at $13.42 per share and expire on June 30, 2027, while Series 2 warrants are exercisable at $20.13 per share and expire on December 31, 2030. The securities were priced at $6.71 per share of common stock (or $6.7099 per pre-funded warrant), with no underwriter or placement agent, under an effective Form S-3 shelf registration, and the offering is expected to close on January 13, 2026.

Insights

Biotech capital markets analyst

Foghorn raises $50M via a structured equity and warrant financing.

Foghorn Therapeutics is using an effective Form S-3 shelf to sell $50.0 million of common stock and warrants directly to life sciences investors. The structure mixes 2,030,314 common shares, pre-funded warrants for 5,421,250 shares, and Series 1 and 2 warrants for an additional 7,451,564 shares, all sold at an offering price of $6.71 per common share (or $6.7099 per pre-funded warrant).

The pre-funded warrants are immediately exercisable at a nominal $0.0001 per share for 20 years, which effectively makes them equity once exercised. Series 1 warrants, at $13.42 per share expiring on June 30, 2027, and Series 2 warrants, at $20.13 per share expiring on December 31, 2030, add potential future share issuance if exercised. An automatic reset can lower the warrant exercise price once, down to a floor of $6.71, if the company conducts lower-priced capital raises before June 30, 2027.

Because the deal is done without an underwriter or placement agent, all gross proceeds go to the company, excluding transaction expenses and any future proceeds from warrant exercises. Actual dilution will depend on how many of the pre-funded and Series warrants are exercised over time. The company is also sharing a press release and investor presentation with preliminary financial information as of December 31, 2025 ahead of the 44th Annual J.P. Morgan Healthcare Conference.

8-K Event Classification

4 items: 2.02, 7.01, 8.01, 9.01

4 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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500 Technology Square Suite 700 Cambridge MA false 0001822462 0001822462 2026-01-09 2026-01-09 0001822462 dei:FormerAddressMember 2026-01-09 2026-01-09

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): January 9, 2026

Foghorn Therapeutics Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39634		47-5271393
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
99 Coolidge Ave, Suite 500
Watertown, MA				02472
(Address of principal executive offices)				(Zip Code)

(Registrant’s telephone number, including area code): (617) 586-3100

500 Technology Square, Suite 700, Cambridge, MA 02139

(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, $0.0001 par value per share		FHTX		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 2.02 Results of Operations and Financial Condition.

On January 9, 2026, Foghorn Therapeutics Inc. (the “Company”) issued a press release announcing certain business updates, including certain preliminary financial information as of December 31, 2025, ahead of the 44^th Annual J.P. Morgan Healthcare Conference. The press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

The information in this Item 2.02 (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

Additionally, the Company intends to use the presentation attached as Exhibit 99.2 hereto in meetings with or presentations to investors.

The information in this Item 7.01 (including Exhibits 99.2 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

Purchase Agreements

On January 9, 2026, the Company entered into securities purchase agreements (the “Purchase Agreements”) with certain leading life sciences investors (the “Investors”), relating to the issuance and sale of 2,030,314 shares of its common stock, par value $0.0001 per share (“Common Stock”) and, in lieu of Common Stock, pre-funded warrants to purchase 5,421,250 shares of Common Stock (the “Pre-Funded Warrants”). The Company sold the shares of Common Stock and Pre-Funded Warrants together with two series of warrants, Series 1 Warrants and Series 2 Warrants, to purchase an aggregate of 7,451,564 shares of the Common Stock (the “Series Warrants”). The Pre-Funded Warrants are exercisable immediately upon issuance at an initial exercise price of $0.0001 per share and have a term of 20 years. The shares of Common Stock, or Pre-Funded Warrants, and the accompanying Series Warrants are immediately separable and will be issued separately, but they will be purchased together in this offering.

The Series Warrants are immediately exercisable. Each Series 1 Warrant has an initial exercise price of $13.42 per share of Common Stock, subject to certain adjustments, and expires on June 30, 2027. Each Series 2 Warrant has an initial exercise price of $20.13 per share of Common Stock, subject to certain adjustments, and expires on December 31, 2030. For the Series Warrants, the Investor may elect to receive, in lieu of shares of Common Stock, pre-funded warrants to purchase an equivalent number of shares of Common Stock.

Subject to certain exclusions, if, prior to the June 30, 2027, the Company sells shares of capital stock or derivative securities convertible into or exercisable for capital stock in one or more related transactions primarily for the purpose of raising capital at a Weighted-Average Price (as described below) below $13.42 per share, then the initial exercise price of a Series Warrant will be automatically reset upon exercise to an exercise price (the “Adjusted Exercise Price”) that is the midpoint between the initial exercise price and the lowest Weighted-Average Price per share at which the Company sells capital stock or derivative securities convertible into or exercisable for capital stock in a subsequent offering prior to the exercise date; provided, however, that the Adjusted Exercise Price will not be reduced below $6.71 per share. The “Weighted-Average Price” shall be calculated as the weighted-average common stock equivalent price of the equity securities sold in such transaction(s) (excluding any derivative securities with an exercise or conversion price that is above the closing sale price as of the time of pricing such offering(s)). In no event will the exercise price for a Series Warrant be adjusted more than once pursuant to this adjustment mechanism.

The offering price for the shares of Common Stock is $6.71 per share (or $6.7099 for each Pre-Funded Warrant, which equals the price per share of the Common Stock less the exercise price of the Pre-Funded Warrants). The aggregate gross proceeds to the Company from this offering were approximately $50.0 million, excluding any proceeds the Company may receive upon exercise of the Pre-Funded Warrants and Series Warrants. No underwriter or placement agent participated in the offering.

The number of shares of Common Stock purchasable upon the exercise of the Pre-Funded Warrants and the exercise price and the number of shares of Common Stock purchasable upon the exercise of the Series Warrants are subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, reclassifications and combinations of the Company’s Common Stock.

The offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-284476), as previously filed with the Securities and Exchange Commission, and a related prospectus. The offering is expected to close on January 13, 2026.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Investors. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The form of Purchase Agreement, form of Pre-Funded Warrant and the form of Series Warrant are filed as Exhibit 99.3, Exhibit 4.1 and Exhibit 4.2, respectively, and the description of the terms of the Purchase Agreement, the Pre-Funded Warrants and the Series Warrants are qualified in their entirety by reference to such exhibit. A copy of the opinions of Ropes & Gray LLP relating to the legality of the issuance and sale of the shares, Pre-Funded Warrants and Series Warrants are attached as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Series Warrant
4.2		Form of Pre-Funded Warrant
5.1		Opinion of Ropes & Gray LLP
23.1		Consent of Ropes & Gray LLP (contained in Exhibit 5.1)
99.1		Press release issued on January 9, 2026
99.2		Investor Presentation dated January 2026
99.3		Form of Securities Purchase Agreement between the Company and the Investors, dated January 9, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

FOGHORN THERAPEUTICS INC.
By:		/s/ Michael J. LaCascia
		Michael J. LaCascia
		Chief Legal Officer

Dated: January 12, 2026

FAQ

What financing did Foghorn Therapeutics (FHTX) announce in this 8-K?

Foghorn Therapeutics entered into securities purchase agreements with life sciences investors to sell 2,030,314 shares of common stock and pre-funded warrants to purchase 5,421,250 shares, together with Series 1 and Series 2 warrants to purchase an additional 7,451,564 shares of common stock.

How much capital is Foghorn Therapeutics (FHTX) raising in this offering?

The company expects aggregate gross proceeds of approximately $50.0 million from this offering, excluding any additional proceeds from the future exercise of the pre-funded warrants and Series warrants.

What are the key pricing terms of Foghorn Therapeutics' new securities?

The offering price is $6.71 per share of common stock (or $6.7099 per pre-funded warrant). Pre-funded warrants are exercisable at $0.0001 per share. Series 1 warrants have an exercise price of $13.42 per share and expire on June 30, 2027, while Series 2 warrants have an exercise price of $20.13 per share and expire on December 31, 2030.

Is there an exercise price adjustment feature on Foghorn Therapeutics' Series warrants?

Yes. If, before June 30, 2027, Foghorn sells capital stock or certain convertible or exercisable securities at a weighted-average price below $13.42 per share, the Series warrant exercise price can reset once to the midpoint between the initial price and the lowest such weighted-average price, but not below $6.71 per share.

Are the securities in this Foghorn Therapeutics (FHTX) deal registered with the SEC?

Yes. The offering is being conducted under an effective registration statement on Form S-3 (Registration No. 333-284476) and a related prospectus previously filed with the Securities and Exchange Commission.

When is the Foghorn Therapeutics financing expected to close?

The company states that the offering is expected to close on January 13, 2026, subject to customary closing conditions set out in the purchase agreements.

What additional investor materials did Foghorn Therapeutics provide with this filing?

Foghorn furnished a press release with business updates and preliminary financial information as of December 31, 2025 (Exhibit 99.1) and an investor presentation dated January 2026 (Exhibit 99.2), intended for use around the 44th Annual J.P. Morgan Healthcare Conference.