Foghorn Therapeutics Inc. 8-K

What Happened

• Foghorn Therapeutics filed an 8‑K on Jan 12, 2026 disclosing that on Jan 9, 2026 it issued a press release with business updates and preliminary financial information as of Dec 31, 2025 (Exhibit 99.1) ahead of the J.P. Morgan Healthcare Conference, and that it will use an investor presentation (Exhibit 99.2) in meetings and presentations.
• On Jan 9, 2026 the company entered into securities purchase agreements with life‑sciences investors to sell 2,030,314 shares of common stock and, in lieu of common stock, pre‑funded warrants to purchase 5,421,250 shares. The offering included two series of detachable warrants (Series Warrants) to purchase an aggregate of 7,451,564 shares. Aggregate gross proceeds to Foghorn from the offering were approximately $50.0 million (excluding any proceeds from later exercise of the warrants). The offering is expected to close on Jan 13, 2026.

Key Details

• Offering price per common share: $6.71; price per Pre‑Funded Warrant: $6.7099 (common price less $0.0001 exercise price).
• Pre‑Funded Warrants: exercisable immediately, $0.0001 exercise price, 20‑year term.
• Series Warrants: immediately exercisable; Series 1 initial exercise price $13.42 (expires June 30, 2027), Series 2 initial exercise price $20.13 (expires Dec 31, 2030). Exercise prices subject to limited adjustment (one midpoint reset allowed, floor $6.71).
• No underwriter or placement agent participated; offering made under an effective Form S‑3 registration statement.

Why It Matters

• The financing provides roughly $50M of gross cash proceeds (before any warrant exercises), which can extend the company’s runway and fund ongoing development programs.
• Investors should note potential dilution: in addition to the newly issued common shares, up to 5.42M shares via pre‑funded warrants and up to 7.45M shares via Series Warrants could be issued upon exercise. Exercise prices and adjustment features determine how future dilutive impact could change.
• The company’s press release and investor presentation signal management is actively communicating recent financial results and strategy to the market ahead of the J.P. Morgan conference; these materials are filed as exhibits to the 8‑K for review.