Foghorn holder updates 27.2% stake, $50M raise

Foghorn Therapeutics’ major shareholder Flagship Pioneering–affiliated funds have updated their ownership and disclosed participation in a new financing.

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

Large holder affirms a 27.2% stake and backs Foghorn’s $50M capital raise through warrant-heavy financing.

The filing shows that funds affiliated with Flagship Pioneering, ultimately controlled by Noubar Afeyan, beneficially own 20,774,885 shares of Foghorn Therapeutics common stock, or 27.2% of the class, using a base of 58,573,191 outstanding shares plus currently exercisable warrants. This concentration underscores the influence of a single strategic investor, with positions spread across multiple Flagship funds and entities.

The disclosure also details a January 2026 registered direct offering in which Foghorn issued 2,030,314 common shares and 2026 pre-funded warrants for 5,421,250 shares, plus Series 1 and Series 2 warrants covering 7,451,564 shares, producing approximately $50.0 million in gross proceeds. Flagship Pioneering Fund VII purchased warrants to acquire 4,470,936 shares for $14,999,990.28. Warrant terms include a $0.0001 exercise price for 2026 pre-funded warrants (20‑year term), exercise prices of $13.42 and $20.13 for Series 1 and Series 2 warrants, and ownership caps at 9.99% for certain 2024 pre-funded warrants and 19.99% for the 2026 instruments when Nasdaq change‑of‑control rules would be triggered.

These mechanics mean additional shares can be issued over time, but only within specified ownership limits and before warrant expirations on June 30, 2027 for Series 1 and December 31, 2030 for Series 2. Actual dilution and Flagship’s voting power will depend on how much of the pre-funded and Series warrants are exercised, subject to the caps linked to Nasdaq Listing Rule 5635(b) and the 9.99% beneficial ownership limitation cited for the 2024 pre-funded warrants.

FAQ

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

How much of Foghorn Therapeutics (FHTX) does Noubar Afeyan beneficially own?

According to the filing, entities ultimately controlled by Noubar Afeyan beneficially own 20,774,885 shares of Foghorn Therapeutics common stock, representing 27.2% of the outstanding common stock, based on 58,573,191 shares outstanding plus currently exercisable warrants.

What are the key terms of Foghorn Therapeutics’ January 2026 offering?

In the January 2026 registered direct offering, Foghorn issued 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 for an aggregate of 7,451,564 shares. The transaction generated approximately $50.0 million in gross proceeds.

What warrants did Flagship Pioneering Fund VII acquire in Foghorn Therapeutics?

On January 13, 2026, Flagship Pioneering Fund VII acquired warrants to purchase an aggregate of 4,470,936 shares of Foghorn common stock, consisting of 2026 pre-funded warrants for 2,235,468 shares, Series 1 warrants for 1,117,734 shares and Series 2 warrants for 1,117,734 shares, for a total purchase price of $14,999,990.28.

What are the exercise prices and expirations of Foghorn’s new warrants?

The 2026 pre-funded warrants are exercisable immediately at $0.0001 per share for 20 years. Series 1 warrants have an initial exercise price of $13.42 per share and expire on June 30, 2027. Series 2 warrants have an initial exercise price of $20.13 per share and expire on December 31, 2030, each subject to specified adjustment mechanisms.

What ownership limits apply to Foghorn Therapeutics’ pre-funded and Series warrants?

The filing states that 2024 pre-funded warrants cannot be exercised if the holder and its affiliates would beneficially own more than 9.99% of the outstanding common stock after exercise. For the 2026 pre-funded warrants and Series 1 and Series 2 warrants, exercises are limited so that the holder and affiliates do not exceed 19.99% of outstanding common stock if crossing that level would trigger a change of control under Nasdaq Listing Rule 5635(b).

What was the per-share pricing in Foghorn Therapeutics’ January 2026 capital raise?

The filing indicates an offering price of $6.71 per share of common stock, or $6.7099 for each 2026 pre-funded warrant, which equals the common share price less the $0.0001 exercise price of the 2026 pre-funded warrants.

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

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Accepted by SEC EDGAR 01/13/2026 - 05:09 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

FOGHORN THERAPEUTICS INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

344174107

(CUSIP Number)

Noubar B. Afeyan, Ph.D.
Flagship Pioneering, 55 Cambridge Parkway, Suite 800E
Cambridge, MA, 02142
(617) 868-1888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 344174107

1

Name of reporting person

Flagship Ventures Fund V, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,330,878.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,330,878.00

11

Aggregate amount beneficially owned by each reporting person

9,330,878.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 344174107

1

Name of reporting person

Flagship Ventures Fund V General Partner LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,330,878.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,330,878.00

11

Aggregate amount beneficially owned by each reporting person

9,330,878.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 344174107

1

Name of reporting person

Flagship Ventures Opportunities Fund I, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,491,441.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,491,441.00

11

Aggregate amount beneficially owned by each reporting person

1,491,441.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 344174107

1

Name of reporting person

Flagship Ventures Opportunities Fund I General Partner LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,491,441.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,491,441.00

11

Aggregate amount beneficially owned by each reporting person

1,491,441.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 344174107

1

Name of reporting person

Flagship Pioneering Special Opportunities Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,666,715.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,666,715.00

11

Aggregate amount beneficially owned by each reporting person

3,666,715.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The amounts reported in rows (8), (10) and (11) include 1,814,914 shares underlying pre-funded warrants issued May 22, 2024 (the "2024 Pre-Funded Warrants"). The 2024 Pre-Funded Warrants are immediately exercisable; however, a holder of 2024 Pre-Funded Warrants may not exercise the 2024 Pre-Funded Warrant if the holder, together with its affiliates, would collectively beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. As such, the shares of Common Stock underlying 2024 Pre-Funded Warrants are excluded from the percent of class reported in row (13).

SCHEDULE 13D

CUSIP No. 344174107

1

Name of reporting person

Flagship Pioneering Special Opportunities Fund II General Partner LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,666,715.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,666,715.00

11

Aggregate amount beneficially owned by each reporting person

3,666,715.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The amounts reported in rows (8), (10) and (11) include 1,814,914 shares underlying 2024 Pre-Funded Warrants. The 2024 Pre-Funded Warrants are immediately exercisable; however, a holder of 2024 Pre-Funded Warrants may not exercise the 2024 Pre-Funded Warrant if the holder, together with its affiliates, would collectively beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. As such, the shares of Common Stock underlying 2024 Pre-Funded Warrants are excluded from the percent of class reported in row (13).

SCHEDULE 13D

CUSIP No. 344174107

1

Name of reporting person

Flagship Pioneering Fund VII, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,285,851.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,285,851.00

11

Aggregate amount beneficially owned by each reporting person

6,285,851.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The amounts reported in rows (8), (10) and (11) include 1,814,915 shares underlying 2024 Pre-Funded Warrants. The 2024 Pre-Funded Warrants are immediately exercisable; however, a holder of 2024 Pre-Funded Warrants may not exercise the 2024 Pre-Funded Warrant if the holder, together with its affiliates, would collectively beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. As such, the shares of Common Stock underlying 2024 Pre-Funded Warrants are excluded from the percent of class reported in row (13). The amounts reported in rows (8), (10) and (11) include all of the shares underlying the 2026 Pre-Funded Warrants, Series 1 Warrants and Series 2 Warrants (as defined and described below).

SCHEDULE 13D

CUSIP No. 344174107

1

Name of reporting person

Flagship Pioneering Fund VII General Partner LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,285,851.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,285,851.00

11

Aggregate amount beneficially owned by each reporting person

6,285,851.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The amounts reported in rows (8), (10) and (11) include 1,814,915 shares underlying 2024 Pre-Funded Warrants. The 2024 Pre-Funded Warrants are immediately exercisable; however, a holder of 2024 Pre-Funded Warrants may not exercise the 2024 Pre-Funded Warrant if the holder, together with its affiliates, would collectively beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. As such, the shares of Common Stock underlying 2024 Pre-Funded Warrants are excluded from the percent of class reported in row (13). The amounts reported in rows (8), (10) and (11) include all of the shares underlying the 2026 Pre-Funded Warrants, Series 1 Warrants and Series 2 Warrants (as defined and described below).

SCHEDULE 13D

CUSIP No. 344174107

1

Name of reporting person

Flagship Pioneering, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,952,566.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,952,566.00

11

Aggregate amount beneficially owned by each reporting person

9,952,566.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The amounts reported in rows (8), (10) and (11) include an aggregate of 3,629,829 shares underlying 2024 Pre-Funded Warrants. The 2024 Pre-Funded Warrants are immediately exercisable; however, a holder of 2024 Pre-Funded Warrants may not exercise the 2024 Pre-Funded Warrant if the holder, together with its affiliates, would collectively beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. As such, the shares of Common Stock underlying 2024 Pre-Funded Warrants are excluded from the percent of class reported in row (13). The amounts reported in rows (8), (10) and (11) include all of the shares underlying the 2026 Pre-Funded Warrants, Series 1 Warrants and Series 2 Warrants (as defined and described below).

SCHEDULE 13D

CUSIP No. 344174107

1

Name of reporting person

Noubar Afeyan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 20,774,885.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 20,774,885.00

11

Aggregate amount beneficially owned by each reporting person

20,774,885.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The amounts reported in rows (8), (10) and (11) include an aggregate of 3,629,829 shares underlying 2024 Pre-Funded Warrants. The 2024 Pre-Funded Warrants are immediately exercisable; however, a holder of 2024 Pre-Funded Warrants may not exercise the 2024 Pre-Funded Warrant if the holder, together with its affiliates, would collectively beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. As such, the shares of Common Stock underlying 2024 Pre-Funded Warrants are excluded from the percent of class reported in row (13). The amounts reported in rows (8), (10) and (11) include all of the shares underlying the 2026 Pre-Funded Warrants, Series 1 Warrants and Series 2 Warrants (as defined and described below).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: FOGHORN THERAPEUTICS INC.
(c)	Address of Issuer's Principal Executive Offices: 500 Technology Square, Ste 700, Cambridge, MASSACHUSETTS , 02139.
Item 1 Comment: This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on October 29, 2020, as amended from time to time (the "Schedule 13D") with respect to the shares of common stock, $0.0001 par value per share ("Common Stock"), of Foghorn Therapeutics Inc. (the "Issuer" or the "Company"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The ownership percentages reported are based on (i) 58,573,191 outstanding shares of Common Stock, as reported in the Issuer's prospectus supplement filed on January 12, 2026, plus (ii) the shares of Common Stock underlying Warrants held by the Reporting Persons that are currently exercisable. Flagship Ventures Fund V, L.P. ("Flagship Fund V") directly holds 9,330,878 shares of Common Stock. Flagship Ventures Fund V General Partner LLC ("Flagship Fund V GP"), as the general partner of Flagship Fund V, may be deemed to beneficially own the shares directly held by Flagship Fund V. Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities Fund I") directly holds 1,491,441 shares of Common Stock. Flagship Ventures Opportunities Fund I General Partner LLC ("Flagship Opportunities Fund I GP"), as the general partner of Flagship Opportunities Fund I, may be deemed to beneficially own the shares directly held by Flagship Opportunities Fund I. Flagship Pioneering Special Opportunities Fund II, L.P. ("Flagship Opportunities Fund II") may be deemed to beneficially own 3,666,715 shares of Common Stock, consisting of (i) 1,851,801 shares of Common Stock and (ii) 1,814,914 shares of Common Stock underlying pre-funded warrants issued May 22, 2024 (the "2024 Pre-Funded Warrants"). Flagship Pioneering Special Opportunities Fund II General Partner LLC ("Flagship Opportunities Fund II GP"), as the general partner of Flagship Opportunities Fund II, and Flagship Pioneering, LLC (f/k/a Flagship Pioneering, Inc., "Flagship Pioneering"), as the manager of Flagship Opportunities Fund II GP, may be deemed to beneficially own the shares beneficially owned by Flagship Opportunities Fund II. Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII" and together with Flagship Fund V, Flagship Opportunities Fund I and Flagship Opportunities Fund II, the "Flagship Funds") may be deemed to beneficially own (i) 1,814,915 shares of Common Stock underlying 2024 Pre-Funded Warrants, (ii) 2,235,468 shares of Common Stock underlying pre-funded warrants issued January 13, 2026 (the "2026 Pre-Funded Warrants"), (iii) 1,117,734 shares of Common Stock underlying Series 1 Warrants and (iv) 1,117,734 shares of Common Stock underlying Series 2 Warrants (together with the Series 1 Warrants, the "Series Warrants"). Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP"), as the general partner of Flagship Fund VII, and Flagship Pioneering, and the manager of Flagship Fund VII GP, may be deemed to beneficially own the shares beneficially owned by Flagship Fund VII. The exercise of 2024 Pre-Funded Warrants held by the Flagship Funds is subject to a 9.99% beneficial ownership limitation, as previously described in Item 6 of the Schedule 13D; as such, the shares of Common Stock underlying 2024 Pre-Funded Warrants are excluded from the percent of class reported herein. Dr. Afeyan, as the sole manager of Flagship Fund V GP and Flagship Opportunities Fund I GP, and as the ultimate control person of Flagship Pioneering, may be deemed to beneficially own the shares directly held by the Flagship Funds.
(b)	See Item 5(a).
(c)	On January 13, 2026, pursuant to a registered direct offering of the Issuer (the "January 2026 Offering"), Flagship Fund VII acquired warrants to purchase an aggregate of 4,470,936 shares of Common Stock, consisting of (i) 2026 Pre-Funded Warrants to purchase 2,235,468 shares of Common Stock, (ii) Series 1 Warrants to purchase 1,117,734 shares of Common Stock and (iii) Series 2 Warrants to purchase 1,117,734 shares of Common Stock. The securities were purchased for an aggregate purchase price of $14,999,990.28, using funds from working capital.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended to include the following: Purchase Agreement and Warrants On January 9, 2026, the Company entered into securities purchase agreements (the "Purchase Agreements") with certain investors (the "Investors"), including Flagship Fund VII, 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, 2026 Pre-Funded Warrants to purchase 5,421,250 shares of Common Stock. The Company sold the shares of Common Stock and 2026 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 2026 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 2026 Pre-Funded Warrants, and the accompanying Series Warrants are immediately separable and were issued separately, but were purchased together in the January 2026 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. The number of shares of Common Stock purchasable upon the exercise of the 2026 Pre-Funded Warrants, Series 1 Warrants and Series 2 Warrants is limited to the extent necessary to ensure that, following such exercise, the total number of shares of Common Stock then beneficially owned by the holder and its affiliates does not exceed 19.99% (but only if exceeding such limit would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) of the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). 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 2026 Pre-Funded Warrant, which equals the price per share of the Common Stock less the exercise price of the 2026 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 2026 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 2026 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 January 2026 Offering closed 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 2026 Pre-Funded Warrant and the form of Series Warrant are filed as Exhibit 99.7, Exhibit 99.8 and Exhibit 99.9, respectively, and the description of the terms of the Purchase Agreement, the 2026 Pre-Funded Warrants and the Series Warrants are qualified in their entirety by reference to such exhibit.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.7: Form of Securities Purchase Agreement between the Company and the Investors, dated January 9, 2026 (incorporated by reference to Exhibit 99.3 to the Issuer's Current Report on Form 8-K, filed January 12, 2026). Exhibit 99.8: Form of 2026 Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K, filed January 12, 2026). Exhibit 99.9: Form of Series Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K, filed January 12, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Flagship Ventures Fund V, L.P.

Signature:	/s/ Noubar B. Afeyan, Ph.D.
Name/Title:	Noubar B. Afeyan, Ph.D., Manager of General Partner
Date:	01/13/2026

Flagship Ventures Fund V General Partner LLC

Signature:	/s/ Noubar B. Afeyan, Ph.D.
Name/Title:	Noubar B. Afeyan, Ph.D., Manager
Date:	01/13/2026

Flagship Ventures Opportunities Fund I, L.P.

Signature:	/s/ Noubar B. Afeyan, Ph.D.
Name/Title:	Noubar B. Afeyan, Ph.D., Manager of General Partner
Date:	01/13/2026

Flagship Ventures Opportunities Fund I General Partner LLC

Signature:	/s/ Noubar B. Afeyan, Ph.D.
Name/Title:	Noubar B. Afeyan, Ph.D., Manager
Date:	01/13/2026

Flagship Pioneering Special Opportunities Fund II, L.P.

Signature:	/s/ Noubar B. Afeyan, Ph.D.
Name/Title:	Noubar B. Afeyan, Ph.D., Sole Member and Manager of Manager of Manager of General Partner
Date:	01/13/2026

Flagship Pioneering Special Opportunities Fund II General Partner LLC

Signature:	/s/ Noubar B. Afeyan, Ph.D.
Name/Title:	Noubar B. Afeyan, Ph.D., Sole Member and Manager of Manager of Manager
Date:	01/13/2026

Flagship Pioneering Fund VII, L.P.

Signature:	/s/ Noubar B. Afeyan, Ph.D.
Name/Title:	Noubar B. Afeyan, Ph.D., Sole Member and Manager of Manager of Manager of General Partner
Date:	01/13/2026

Flagship Pioneering Fund VII General Partner LLC

Signature:	/s/ Noubar B. Afeyan, Ph.D.
Name/Title:	Noubar B. Afeyan, Ph.D., Sole Member and Manager of Manager of Manager
Date:	01/13/2026

Flagship Pioneering, LLC

Signature:	/s/ Noubar B. Afeyan, Ph.D.
Name/Title:	Noubar B. Afeyan, Ph.D., Sole Member and Manager of Manager
Date:	01/13/2026

Noubar Afeyan

Signature:	/s/ Noubar B. Afeyan, Ph.D.
Name/Title:	Noubar B. Afeyan, Ph.D.
Date:	01/13/2026