false000182246200018224622026-09-252026-09-25
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): September 25, 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 Avenue Suite 500 | | | |
| Watertown, | MA | | 02472 | |
| (Address of principal executive offices) | | (Zip Code) | |
(Registrant’s telephone number, including area code): (617) 586-3100
Not Applicable
(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 2.05 Costs Associated with Exit or Disposal Activities.
On September 25, 2026, following review of clinical data from the Phase 1 trial of FHD-909, Foghorn Therapeutics Inc. (the “Company”) and Eli Lilly and Company (“Lilly”) made the decision not to advance the trial into the expansion phase. Further collaboration activities pursuant to the collaboration agreement between the Company and Lilly are not anticipated. As a result, Foghorn is prioritizing resources toward the programs in its portfolio with the greatest potential to address significant patient needs and create long-term value.
On September 30, 2026, the Company’s Board of Directors approved a strategic reprioritization and workforce reduction to enable the Company to focus on its selective EP300 degrader, immunology and inflammation asset, selective CBP degrader, induced proximity platform, and other proprietary programs. In connection with this decision, the Company announced a reduction in its workforce by approximately 40% of its current workforce. The Company expects to substantially complete the reduction in its workforce in the fourth quarter of 2026. Following the changes, the Company expects to have approximately 65 full-time employees.
The Company estimates that, in connection with these changes, it will incur aggregate charges of approximately $2.3 million, all of which are anticipated to result in future cash expenditures, primarily for one-time employee severance and benefit costs that are expected to be incurred in the fourth quarter of 2026.
This report includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “will,” “estimate,” and other words of similar meaning. These forward-looking statements address various matters, including the Company’s reprioritization, the size and timing of the Company’s workforce reduction, the number of the Company’s employees following the workforce reduction, and the amount and timing of the charges and cash expenditures resulting from the workforce reduction. Each forward-looking statement contained in this Current Report on Form 8-K is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, that the workforce reduction may be larger than currently anticipated, the Company may incur additional costs not currently contemplated, and the risks identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in any subsequent filings with the Securities and Exchange Commission. The forward-looking statements in this Current Report on Form 8-K speak only as of the date of this filing, and the Company undertakes no obligation to update or revise any of these statements.
Item 7.01 Regulation FD Disclosure.
On October 1, 2026, the Company issued a press release related to the decision not to advance the clinical trial of FHD-909 into the expansion phase and the Company’s resulting strategic prioritization. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in Item 7.01 of this Form 8 K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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 of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| |
| Exhibit No. | Description |
| |
| |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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/ Ryan Maynard |
| | | Ryan Maynard |
| | | Chief Financial Officer |
| | | |
Date: October 1, 2026