Welcome to our dedicated page for Foghorn Therapeutics SEC filings (Ticker: FHTX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Foghorn Therapeutics Inc. filings document a clinical-stage biotechnology issuer with common stock listed on the Nasdaq Global Market under FHTX. The company’s current-event filings cover financial results, Regulation FD investor presentations, oncology pipeline disclosures for FHD-909 and selective CBP, EP300 and ARID1B degrader programs, and collaboration-related revenue.
Proxy and 8-K filings also address annual-meeting voting matters, board and executive governance, officer appointments, compensatory arrangements, material agreements, capital-structure disclosures and security-registration details tied to the company’s common stock and financing activity.
Flagship Pioneering Fund VII, L.P., a major holder of Foghorn Therapeutics Inc., acquired a large package of derivative securities in a registered direct offering on January 13, 2026. Through this transaction, Flagship Pioneering Fund VII, L.P. received warrants to purchase an aggregate of 4,470,936 shares of Foghorn common stock, made up of 2,235,468 pre-funded warrants, 1,117,734 Series 1 warrants and 1,117,734 Series 2 warrants.
The securities were acquired for a purchase price of $6.7099 per pre-funded warrant and accompanying Series warrants. The Series 1 warrants are initially exercisable at $13.42 per share and the Series 2 warrants at $20.13 per share, with a one-time reset feature before June 30, 2027 if Foghorn issues new capital at a lower weighted-average price, but not below $6.71 per share. All of these warrants are reported as indirectly owned through Flagship Pioneering Fund VII, L.P., with related entities and Noubar B. Afeyan, Ph.D. disclaiming beneficial ownership beyond any pecuniary interest.
Foghorn Therapeutics’ major shareholder Flagship Pioneering–affiliated funds have updated their ownership and disclosed participation in a new financing. The filing reports that entities ultimately controlled by Dr. Noubar Afeyan beneficially own 20,774,885 shares of common stock, representing 27.2% of the company’s common stock, based on 58,573,191 shares outstanding plus currently exercisable warrants. These holdings include an aggregate 3,629,829 shares underlying 2024 pre-funded warrants that are immediately exercisable but subject to a 9.99% beneficial ownership cap.
The company recently completed a January 2026 registered direct offering, issuing 2,030,314 shares of common stock and 2026 pre-funded warrants to purchase 5,421,250 shares, together with Series 1 and Series 2 warrants covering 7,451,564 shares. Flagship Pioneering Fund VII acquired warrants to purchase 4,470,936 shares for an aggregate purchase price of $14,999,990.28. The 2026 pre-funded warrants are exercisable at $0.0001 per share for 20 years, while the Series 1 and Series 2 warrants have exercise prices of $13.42 and $20.13 per share, expiring on June 30, 2027 and December 31, 2030, respectively. The offering generated approximately $50.0 million in gross proceeds for Foghorn.
Foghorn Therapeutics is raising approximately $50 million by offering 2,030,314 shares of common stock, pre-funded warrants for 5,421,250 shares, and Series warrants to purchase up to 7,451,564 shares of common stock. The common stock is priced at $6.71 per share and the pre-funded warrants at $6.7099, with gross proceeds of about $50.0 million and estimated net proceeds of $49.6 million after expenses. The securities are sold directly to investors without underwriters.
Each share or share underlying a pre-funded warrant is paired with a Series 1 warrant and a Series 2 warrant, each to buy one-half share, with initial exercise prices of $13.42 and $20.13 per share, respectively. Foghorn expects to use the net proceeds to advance its clinical and preclinical programs and for general corporate purposes. As of September 30, 2025, the company had 56,542,877 shares outstanding, and the transaction is expected to cause immediate and substantial dilution of $8.01 per share to new investors based on that date’s adjusted net tangible book value.
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.
Foghorn Therapeutics Inc. announced that its Board of Directors has appointed Jeff Sacher as Treasurer and interim Chief Financial Officer, effective immediately. The company continues to search for a permanent CFO. Sacher will provide interim CFO services through Danforth Advisors, LLC, which already has a consulting agreement with the company, and Foghorn will pay Danforth an agreed hourly rate and reimburse expenses.
Sacher is a 35-year veteran of the biotechnology and investment banking industries and has served as a CFO at Danforth since May 2022. He previously worked as a senior investment banker at several firms and holds an M.B.A. from the Kellogg School of Management at Northwestern University and a B.A. in biology from Cornell University. The company states he has no family relationships with its executive officers or directors, and there are no other arrangements underlying his appointment beyond those described.
Foghorn Therapeutics Inc. (FHTX) disclosed that its Chief Financial Officer, Kristian F. Humer, has resigned from the company effective November 14, 2025. The filing notes that this Form 4 is being submitted solely as a voluntary exit filing, indicating that no further Section 16 ownership reports will be required from this individual. The document does not list any specific stock or option transactions, and focuses instead on formally recording the end of his reporting obligations as an officer of the company.
Foghorn Therapeutics Inc. furnished an investor presentation as Exhibit 99.1 under Item 7.01 (Regulation FD). The presentation is dated November 2025 and is intended for meetings with or presentations to investors. The materials are being furnished, not filed, under the Exchange Act and are not subject to Section 18 liabilities, nor incorporated by reference except as expressly stated.
Foghorn Therapeutics (FHTX) reported Q3 2025 results. Collaboration revenue was $8,153,000, modestly above last year. Operating expenses declined year over year as research and development fell to $20,002,000 and general and administrative to $6,652,000. The company posted a net loss of $15,849,000, or $0.25 per share.
Cash and cash equivalents were $89,334,000 and marketable securities were $90,944,000 as of September 30, 2025. Deferred revenue totaled $258,401,000 (current $65,299,000; long‑term $193,102,000), reflecting ongoing performance under the Eli Lilly collaboration. Interest income contributed $2,032,000 in the quarter, and weighted average shares outstanding were 63,029,293. Management states existing cash, cash equivalents and marketable securities will fund operations for at least 12 months.
The Lilly-partnered SMARCA2 program (FHD‑909) remains in early clinical development with cost sharing in place; collaboration revenue recognized depends on progress and costs incurred over time.
Foghorn Therapeutics (FHTX) furnished a press release announcing financial results for the quarter ended September 30, 2025. The materials were provided as Exhibit 99.1.
The company also disclosed that Chief Financial Officer Kristian Humer will resign effective November 14, 2025. The resignation was described as to pursue other opportunities and not due to any disagreement regarding operations, policies, practices, financial controls, or audit procedures. Foghorn has begun a search for a replacement.
Additionally, Foghorn furnished an investor presentation dated November 2025 as Exhibit 99.2.
Foghorn Therapeutics (FHTX) filed an 8-K announcing pipeline updates for its Selective ARID1B, Selective CBP, and Selective EP300 degrader programs. On October 30, 2025, the company hosted a conference call and webcast to review these updates, and furnished the related presentation as Exhibit 99.1 under Regulation FD.
Foghorn also issued a press release on the same date, attached as Exhibit 99.2 and incorporated by reference. The furnished materials are not deemed filed for liability purposes under Section 18 of the Exchange Act. The disclosure includes customary forward-looking statements language referencing clinical trials, product candidates, and risk factors in the company’s most recent Form 10-K.