fhtx-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM 10-Q

_____________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number: 001-39634

______________________

Foghorn Therapeutics Inc.

(Exact Name of Registrant as Specified in its Charter)

______________________


Delaware (State or other jurisdiction of incorporation or organization)			47-5271393 (I.R.S. Employer Identification No.)

500 Technology Square, Ste 700 Cambridge MA (Address of principal executive offices)			02139 (Zip Code)

Registrant’s telephone number, including area code: 617-586-3100

______________________

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x	Smaller reporting company	x

		Emerging growth company	x

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of May 6, 2025, the registrant had 55,741,373 shares of common stock, $0.0001 par value per share, outstanding.


		Page
PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss	3
	Condensed Consolidated Statements of Stockholders’ Deficit	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II.	OTHER INFORMATION	22
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
Signatures		24


	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	61,026	$	55,454
Marketable securities	159,561		188,293


Prepaid expenses and other current assets	4,829		5,854
Total current assets	225,416		249,601
Property and equipment, net	10,351		9,964
Restricted cash	1,708		1,708
Other assets	24		68
Operating lease right-of-use assets	21,192		22,641
Total assets	$	258,691	$	283,982
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	4,069	$	3,785
Accrued expenses and other current liabilities	6,454		8,531
Operating lease liabilities	9,114		9,067
Deferred revenue	51,672		45,606
Total current liabilities	71,309		66,989
Operating lease liabilities, net of current portion	25,738		28,064
Deferred revenue, net of current portion	222,440		234,457
Other liabilities	856		—
Total liabilities	320,343		329,510
Commitments and contingencies (Note 9)
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 25,000,000 shares authorized at March 31, 2025 and December 31, 2024; no shares issued and outstanding at March 31, 2025 and December 31, 2024	—		—
Common stock, $0.0001 par value; 175,000,000 shares authorized at March 31, 2025 and December 31, 2024; 55,721,340 shares issued and outstanding at March 31, 2025 and 55,594,131 shares issued and outstanding at December 31, 2024	6		6
Additional paid-in capital	515,346		512,515
Accumulated other comprehensive gain	14		135
Accumulated deficit	(577,018)		(558,184)
Total stockholders’ deficit	$	(61,652)	$	(45,528)
Total liabilities and stockholders’ deficit	$	258,691	$	283,982


	Three Months Ended March 31,
		2025		2024
Collaboration revenue		$	5,952	$	5,050
Operating expenses:
Research and development		21,626		25,534
General and administrative		7,239		7,710

Total operating expenses		28,865		33,244
Loss from operations		(22,913)		(28,194)
Other income, net:
Interest income		2,692		2,439
Other income, net		1,387		739
Total other income, net		4,079		3,178


Net loss		$	(18,834)	$	(25,016)
Net loss per share attributable to common stockholders—basic and diluted		$	(0.30)	$	(0.59)
Weighted average common shares outstanding—basic and diluted		62,848,673		42,428,813
Comprehensive loss:
Net loss		$	(18,834)	$	(25,016)
Other comprehensive gain (loss):
Unrealized gains (losses) on marketable securities		(121)		329
Total other comprehensive gain (loss)		(121)		329
Total comprehensive loss		$	(18,955)	$	(24,687)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Gain		Accumulated Deficit		Total Stockholders’ Deficit
	Shares	Amount
Balances at December 31, 2024	55,594,131	$	6	$	512,515	$	135	$	(558,184)	$	(45,528)











Issuance of common stock upon exercise of stock options and employee stock purchase plan	127,209	—		139		—		—		139
Stock-based compensation expense	—	—		2,692		—		—		2,692
Unrealized losses on marketable securities	—	—		—		(121)		—		(121)
Net loss	—	—		—		—		(18,834)		(18,834)
Balances at March 31, 2025	55,721,340	$	6	$	515,346	$	14	$	(577,018)	$	(61,652)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Deficit
	Shares	Amount
Balances at December 31, 2023	42,282,040	$	4	$	395,196	$	(826)	$	(471,564)	$	(77,190)










Issuance of common stock upon exercise of stock options and employee stock purchase plan	303,576	—		1,167		—		—		1,167
Stock-based compensation expense	—	—		3,224		—		—		3,224
Unrealized gains on marketable securities	—	—		—		329		—		329
Net loss	—	—		—		—		(25,016)		(25,016)
Balances at March 31, 2024	42,585,616	$	4	$	399,587	$	(497)	$	(496,580)	$	(97,486)


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
U.S. treasury notes (due within one year)	$	13,493	$	2	$	—	$	13,495

Commercial paper (due within one year)	19,620		4		(4)		19,620
Corporate notes and bonds (due within one year)	126,040		45		(33)		126,052

Corporate notes and bonds (due after one year through two years)	394		—		—		394
Total	$	159,547	$	51	$	(37)	$	159,561


	Fair Value Measurements at March 31, 2025 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	60,982	$	—	$	—	$	60,982


Marketable securities:
U.S. treasury notes	—		13,495		—		13,495

Commercial paper	—		19,620		—		19,620
Corporate notes and bonds	—		126,446		—		126,446
Total	$	60,982	$	159,561	$	—	$	220,543
	Fair Value Measurements at December 31, 2024 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	28,027	$	—	$	—	$	28,027
U.S. treasury notes	—		14,500		—		14,500
Commercial paper	—		2,748		—		2,748
Marketable securities:
U.S. treasury notes	—		35,394		—		35,394

Commercial paper	—		44,994		—		44,994
Corporate notes and bonds	—		107,905		—		107,905
Total	$	28,027	$	205,541	$	—	$	233,568


	March 31, 2025		December 31, 2024
Laboratory equipment	$	8,326	$	7,119
Furniture and fixtures	839		839
Computer equipment and software	46		67
Leasehold improvements	17,023		17,023

	26,234		25,048
Less: Accumulated depreciation and amortization	(15,883)		(15,084)
	$	10,351	$	9,964


	March 31, 2025		December 31, 2024
Accrued external research and development expenses	$	3,789	$	3,076
Accrued employee compensation and benefits	1,476		4,742

Accrued professional fees	663		712

Other	526		1
	$	6,454	$	8,531


	March 31,
	2025	2024
Pre-funded warrants to purchase common stock	7,220,794	—


		Three Months Ended March 31,
			2025		2024		Change
	(in thousands)
Research and development program expenses:
FHD-286			$	991	$	3,526	$	(2,535)
Lilly partnered programs			4,625		3,886		739
Platform, research and discovery, and unallocated expenses:
Early development and other research external costs			3,447		5,287		(1,840)
Personnel related (including stock-based compensation)			7,544		7,710		(166)
Facilities and IT related expenses and other			5,019		5,125		(106)
Total research and development expenses			$	21,626	$	25,534	$	(3,908)


		Three Months Ended March 31,
			2025		2024		Change
	(in thousands)
Personnel related (including stock-based compensation)			$	4,540	$	4,470	$	70
Professional and consulting			1,537		1,944		(407)
Facilities and IT related expenses and other			1,162		1,296		(134)
Total general and administrative expenses			$	7,239	$	7,710	$	(471)


	FOGHORN THERAPEUTICS, INC.

Date: May 14, 2025	By:	/s/ Kristian Humer
		Kristian Humer Chief Financial Officer (Principal Accounting and Financial Officer)


Exhibit Number						Description
1.1						Amendment No. 1 to Common Stock Sales Agreement , dated as of March 20, 2025, by and between Foghorn Therap eutics Inc. and TD Securities (USA) LLC (Incorporated by reference to Exhibit 1.1 of the Registrant ’s Current Report on Form 8-K (File No. 001-39634), filed March 20, 2025 )
31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*						XBRL Instance Document
101.SCH*						XBRL Taxonomy Extension Schema Document
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document

SEC Form 10-Q filed by Foghorn Therapeutics Inc.