STOCK TITAN

Foghorn Therapeutics: 5.84M pre-funded warrant shares

Exercise is barred if it would put the reporting persons above 9.99% beneficial ownership; Series 1 expires June 30, 2027, and Series 2 on December 31, 2030.

(High)

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Form Type
3

Rhea-AI Filing Summary

Foghorn Therapeutics Inc. (FHTX) is the subject of a joint initial ownership report by Mark N. Lampert, listed as a 10% owner, and affiliated investment entities in a Section 13(d) group collectively beneficially owning more than 10% of common stock. As of October 1, 2026, reported Pre-Funded, Series 1 and Series 2 Warrants were exercisable for 5,840,979, 1,835,659 and 1,835,659 shares, respectively. Each class is immediately exercisable subject to a 9.99% beneficial-ownership limit; the reporting persons disclaim beneficial ownership except to the extent of their pecuniary interests.

Insights

Analyzing...

Insider BVF PARTNERS L P/IL, BIOTECHNOLOGY VALUE FUND L P, BVF I GP LLC, BIOTECHNOLOGY VALUE FUND II LP, BVF II GP LLC, Biotechnology Value Trading Fund OS LP, BVF Partners OS Ltd., BVF GP HOLDINGS LLC, BVF INC/IL, LAMPERT MARK N
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
holding Pre-Funded Warrants to Purchase Common Stock F1, F5, F2 -- -- --
holding Pre-Funded Warrants to Purchase Common Stock F1, F5, F3 -- -- --
holding Pre-Funded Warrants to Purchase Common Stock F1, F5, F4 -- -- --
holding Series 1 Warrants to Purchase Common Stock F1, F6, F2 -- -- --
holding Series 1 Warrants to Purchase Common Stock F1, F6, F3 -- -- --
holding Series 1 Warrants to Purchase Common Stock F1, F6, F4 -- -- --
holding Series 2 Warrants to Purchase Common Stock F1, F7, F2 -- -- --
holding Series 2 Warrants to Purchase Common Stock F1, F7, F3 -- -- --
holding Series 2 Warrants to Purchase Common Stock F1, F7, F4 -- -- --
holding Common Stock, $0.0001 par value per share F1, F2 -- -- --
holding Common Stock, $0.0001 par value per share F1, F3 -- -- --
holding Common Stock, $0.0001 par value per share F1, F4 -- -- --
Holdings After Transaction: Pre-Funded Warrants to Purchase Common Stock — 5,840,979 contracts (Direct); Series 1 Warrants to Purchase Common Stock — 1,835,659 contracts (Direct); Series 2 Warrants to Purchase Common Stock — 1,835,659 contracts (Direct); Common Stock, $0.0001 par value per share — 8,346,168 shares (Direct)
Footnotes (7)
  1. F1. This Form 3 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
  2. F2. Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the general parter of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
  3. F3. Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
  4. F4. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
  5. F5. The Reporting Persons hold certain Pre-Funded Warrants (the "Pre-Funded Warrants") exercisable for an aggregate of 5,840,979 shares of Common Stock. The Pre-Funded Warrants do not expire and have an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately, except that the Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the shares of Common Stock outstanding.
  6. F6. The Reporting Persons hold certain Series 1 Warrants (the "Series 1 Warrants") exercisable for an aggregate of 1,835,659 shares of Common Stock. The Series 1 Warrants expire on June 30, 2027 and have an exercise price of $13.4200 per share. The Series 1 Warrants are exercisable immediately, except that the Series 1 Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the shares of Common Stock outstanding.
  7. F7. The Reporting Persons hold certain Series 2 Warrants (the "Series 2 Warrants") exercisable for an aggregate of 1,835,659 shares of Common Stock. The Series 2 Warrants expire on December 31, 2030 and have an exercise price of $20.1300 per share. The Series 2 Warrants are exercisable immediately, except that the Series 2 Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the shares of Common Stock outstanding.
Pre-Funded Warrants exercisable shares 5,840,979 shares Aggregate underlying shares
Series 1 Warrants exercisable shares 1,835,659 shares Aggregate underlying shares
Series 2 Warrants exercisable shares 1,835,659 shares Aggregate underlying shares
Pre-Funded Warrants exercise price $0.0001 per share Exercise price
Series 1 Warrants exercise price $13.4200 per share Exercise price
Series 2 Warrants exercise price $20.1300 per share Exercise price
Warrant exercise beneficial-ownership limit 9.99% Exercise is restricted if it would result in beneficial ownership above this level
Series 1 and Series 2 Warrant expiration dates June 30, 2027; December 31, 2030 Series 1; Series 2, respectively
Pre-Funded Warrants financial
"The Pre-Funded Warrants do not expire"
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 1 Warrants financial
"The Series 1 Warrants expire on June 30, 2027"
Series 2 Warrants financial
"The Series 2 Warrants expire on December 31, 2030"
Section 13(d) group regulatory
"a member of a Section 13(d) group"
pecuniary interest financial
"to the extent of his or its pecuniary interest therein"

FAQ

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

How many FHTX shares are covered by each reported warrant class?

The Pre-Funded Warrants are exercisable for 5,840,979 shares, the Series 1 Warrants for 1,835,659 shares, and the Series 2 Warrants for 1,835,659 shares.

What are the FHTX warrant exercise prices and expiration dates?

The Pre-Funded Warrants have a $0.0001 per-share exercise price and do not expire. Series 1 Warrants have a $13.4200 per-share exercise price and expire June 30, 2027; Series 2 Warrants have a $20.1300 per-share exercise price and expire December 31, 2030. Each class is immediately exercisable subject to the 9.99% beneficial-ownership limit.

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

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
BVF PARTNERS L P/IL

(Last)(First)(Middle)
44 MONTGOMERY ST.
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2026
3. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value per share(1)4,494,462D(2)
Common Stock, $0.0001 par value per share(1)3,232,448D(3)
Common Stock, $0.0001 par value per share(1)619,258D(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Pre-Funded Warrants to Purchase Common Stock(1) (5) (5)Common Stock, $0.0001 par value3,132,723(5)D(2)
Pre-Funded Warrants to Purchase Common Stock(1) (5) (5)Common Stock, $0.0001 par value2,394,331(5)D(3)
Pre-Funded Warrants to Purchase Common Stock(1) (5) (5)Common Stock, $0.0001 par value313,925(5)D(4)
Series 1 Warrants to Purchase Common Stock(1) (6) (6)Common Stock, $0.0001 par value1,022,635(6)D(2)
Series 1 Warrants to Purchase Common Stock(1) (6) (6)Common Stock, $0.0001 par value703,630(6)D(3)
Series 1 Warrants to Purchase Common Stock(1) (6) (6)Common Stock, $0.0001 par value109,394(6)D(4)
Series 2 Warrants to Purchase Common Stock(1) (7) (7)Common Stock, $0.0001 par value1,022,635(7)D(2)
Series 2 Warrants to Purchase Common Stock(1) (7) (7)Common Stock, $0.0001 par value703,630(7)D(3)
Series 2 Warrants to Purchase Common Stock(1) (7) (7)Common Stock, $0.0001 par value109,394(7)D(4)
1. Name and Address of Reporting Person*
BVF PARTNERS L P/IL

(Last)(First)(Middle)
44 MONTGOMERY ST.
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BIOTECHNOLOGY VALUE FUND L P

(Last)(First)(Middle)
44 MONTGOMERY ST.
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BVF I GP LLC

(Last)(First)(Middle)
44 MONTGOMERY ST.
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BIOTECHNOLOGY VALUE FUND II LP

(Last)(First)(Middle)
44 MONTGOMERY ST.
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BVF II GP LLC

(Last)(First)(Middle)
44 MONTGOMERY ST.
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Biotechnology Value Trading Fund OS LP

(Last)(First)(Middle)
P.O. BOX 309 UGLAND HOUSE

(Street)
GRAND CAYMANKY1-1104

(City)(State)(Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BVF Partners OS Ltd.

(Last)(First)(Middle)
P.O. BOX 309 UGLAND HOUSE

(Street)
GRAND CAYMANKY1-1104

(City)(State)(Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BVF GP HOLDINGS LLC

(Last)(First)(Middle)
44 MONTGOMERY ST.
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BVF INC/IL

(Last)(First)(Middle)
44 MONTGOMERY ST.
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
LAMPERT MARK N

(Last)(First)(Middle)
44 MONTGOMERY ST.
40TH FLOOR

(Street)
SAN FRANCISCO CALIFORNIA 94104

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. This Form 3 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
2. Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the general parter of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
3. Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
4. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
5. The Reporting Persons hold certain Pre-Funded Warrants (the "Pre-Funded Warrants") exercisable for an aggregate of 5,840,979 shares of Common Stock. The Pre-Funded Warrants do not expire and have an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately, except that the Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the shares of Common Stock outstanding.
6. The Reporting Persons hold certain Series 1 Warrants (the "Series 1 Warrants") exercisable for an aggregate of 1,835,659 shares of Common Stock. The Series 1 Warrants expire on June 30, 2027 and have an exercise price of $13.4200 per share. The Series 1 Warrants are exercisable immediately, except that the Series 1 Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the shares of Common Stock outstanding.
7. The Reporting Persons hold certain Series 2 Warrants (the "Series 2 Warrants") exercisable for an aggregate of 1,835,659 shares of Common Stock. The Series 2 Warrants expire on December 31, 2030 and have an exercise price of $20.1300 per share. The Series 2 Warrants are exercisable immediately, except that the Series 2 Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the shares of Common Stock outstanding.
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President10/05/2026
Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer10/05/2026
BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer10/05/2026
Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer10/05/2026
BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer10/05/2026
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President10/05/2026
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President10/05/2026
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer10/05/2026
BVF Inc., By: /s/ Mark N. Lampert, President10/05/2026
/s/ Mark N. Lampert10/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

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