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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): December 29, 2023
________________________________________________________________________________________________
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.)
500 Technology Square, Ste 700
Cambridge,
MA
02139
(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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain    Officers; Compensatory Arrangements of Certain Officers.

(b) Departure of Chief Financial Officer

On December 29, 2023, Allan Reine, M.D. notified Foghorn Therapeutics Inc. (the “Company”) of his decision to resign as Chief Financial Officer, effective January 16, 2024, to pursue other opportunities. Dr. Reine did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, nor was it otherwise connected in any way with the Company’s financial controls or audit procedures. The Company has commenced a search for his replacement.

The Company issued a press release announcing Dr. Reine’s resignation on January 3, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


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/ Michael J. LaCascia
 Michael J. LaCascia
 Chief Legal Officer
Date: January 3, 2024

Exhibit 99.1
Foghorn Therapeutics Announces CFO Departure
CAMBRIDGE, Mass. -- (GLOBE NEWSWIRE) – January 03, 2024 -- Foghorn® Therapeutics Inc. (Nasdaq: FHTX), a clinical-stage biotechnology company pioneering a new class of medicines that treat serious diseases by correcting abnormal gene expression, today announced that Chief Financial Officer, Allan Reine will be departing the Company to pursue another opportunity.
“I want to thank Allan for his leadership and commitment during his time at Foghorn”, said Adrian Gottschalk, President and Chief Executive Officer of Foghorn. “He has been a valued member of our leadership team, and we wish him well in the future.”
The Company has commenced a formal search for a successor. Dr. Reine’s last day as a full-time employee with Foghorn will be January 16, 2024.

About Foghorn Therapeutics
Foghorn® Therapeutics is discovering and developing a novel class of medicines targeting genetically determined dependencies within the chromatin regulatory system. Through its proprietary, scalable Gene Traffic Control® platform, Foghorn is systematically studying, identifying, and validating potential drug targets within the chromatin regulatory system. The Company is developing multiple product candidates in oncology. Visit our website at www.foghorntx.com for more information on the Company, and follow us on X (formerly Twitter) and LinkedIn.
Forward-Looking Statements
This press release contains “forward-looking statements.” Forward-looking statements are identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods. Forward-looking statements are based on our current expectations and assumptions regarding capital market conditions, our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, including risks relating to our clinical trials and other factors set forth under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission. Any forward-looking statement made in this press release speaks only as of the date on which it is made.
Contacts:
Karin Hellsvik, Foghorn Therapeutics Inc. (Media)
khellsvik@foghorntx.com
Greg Dearborn, Foghorn Therapeutics Inc. (Investors)
gdearborn@foghorntx.com
Michael Lampe, ScientPR (Media)
michael@scientpr.com

Exhibit 99.1
Hans Vitzthum, LifeSci Advisors (Investors)
hans@lifesciadvisors.com

v3.23.4
Cover
Dec. 29, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 29, 2023
Entity Registrant Name Foghorn Therapeutics Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39634
Entity Tax Identification Number 47-5271393
Entity Address, Address Line One 500 Technology Square, Ste 700
City Area Code 617
Local Phone Number 586-3100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of each class Common Stock, $0.0001 par value per share
Trading Symbol(s) FHTX
Name of each exchange on which registered NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001822462
Entity Address, City or Town MA
Entity Address, City or Town Cambridge,
Entity Address, Postal Zip Code 02139
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