fhtx-20240630

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 June 30, 2024


¨			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 July 31, 2024, the registrant had 55,328,655 shares of common stock, $0.0001 par value per share, outstanding.


		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
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


	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	138,947	$	80,336
Marketable securities	146,230		153,721


Prepaid expenses and other current assets	4,444		6,124
Total current assets	289,621		240,181
Property and equipment, net	10,760		12,956
Restricted cash	1,708		1,708
Other assets	1,001		1,115
Operating lease right-of-use assets	25,495		29,956
Total assets	$	328,585	$	285,916
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	4,813	$	6,260
Accrued expenses and other current liabilities	6,452		9,108
Operating lease liabilities	8,375		8,518
Deferred revenue	31,231		34,550
Total current liabilities	50,871		58,436
Operating lease liabilities, net of current portion	32,541		36,555
Deferred revenue, net of current portion	259,495		268,115

Total liabilities	342,907		363,106
Commitments and contingencies (Note 9)
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 25,000,000 shares authorized at June 30, 2024 and December 31, 2023; no shares issued and outstanding at June 30, 2024 and December 31, 2023	—		—
Common stock, $0.0001 par value; 175,000,000 shares authorized at June 30, 2024 and December 31, 2023; 55,328,655 shares issued and outstanding at June 30, 2024 and 42,282,040 shares issued and outstanding at December 31, 2023	6		4
Additional paid-in capital	505,569		395,196
Accumulated other comprehensive loss	(338)		(826)
Accumulated deficit	(519,559)		(471,564)
Total stockholders’ deficit	$	(14,322)	$	(77,190)
Total liabilities and stockholders’ deficit	$	328,585	$	285,916


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Collaboration revenue	$	6,888	$	5,599	$	11,938	$	10,908
Operating expenses:
Research and development	23,797		29,248		49,331		59,233
General and administrative	7,325		8,401		15,035		17,042
Impairment of long-lived assets	2,398		—		2,398		—
Total operating expenses	33,520		37,649		66,764		76,275
Loss from operations	(26,632)		(32,050)		(54,826)		(65,367)
Other income, net:
Interest income	2,870		2,793		5,309		5,462
Other income, net	783		712		1,522		1,432
Total other income, net	3,653		3,505		6,831		6,894
Loss before income taxes	(22,979)		(28,545)		(47,995)		(58,473)
Provision for income taxes	—		(942)		—		(1,502)
Net loss	$	(22,979)	$	(29,487)	$	(47,995)	$	(59,975)
Net loss per share attributable to common stockholders—basic and diluted	$	(0.45)	$	(0.70)	$	(1.02)	$	(1.43)
Weighted average common shares outstanding—basic and diluted	51,580,310		41,825,555		47,004,561		41,818,361
Comprehensive loss:
Net loss	$	(22,979)	$	(29,487)	$	(47,995)	$	(59,975)
Other comprehensive gain:
Unrealized gains on marketable securities	159		151		488		1,267
Total other comprehensive gain	159		151		488		1,267
Total comprehensive loss	$	(22,820)	$	(29,336)	$	(47,507)	$	(58,708)


	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)





Issuance of common stock and pre-funded warrants, net of underwriting discounts, commissions and offering costs	12,743,039	2		102,814		—		—		102,816
Issuance of common stock upon exercise of stock options and employee stock purchase plan	—	—		—		—		—		—
Stock-based compensation expense	—	—		3,168		—		—		3,168
Unrealized gains on marketable securities	—	—		—		159		—		159
Net loss	—	—		—		—		(22,979)		(22,979)
Balances at June 30, 2024	55,328,655	$	6	$	505,569	$	(338)	$	(519,559)	$	(14,322)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Gain (Loss)		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount
Balances at December 31, 2022	41,803,436	$	4	$	377,232	$	(3,986)	$	(373,138)	$	112
Issuance of common stock upon exercise of stock options and employee stock purchase plan	21,322	—		102		—		—		102
Stock-based compensation expense	—	—		4,572		—		—		4,572
Unrealized losses on marketable securities	—	—		—		1,116		—		1,116
Net loss	—	—		—		—		(30,488)		(30,488)
Balances at March 31, 2023	41,824,758	4		381,906		(2,870)		(403,626)		(24,586)





Issuance of common stock upon exercise of stock options and employee stock purchase plan	27,680	—		102		—		—		102
Stock-based compensation expense	—	—		4,470		—		—		4,470
Unrealized gains on marketable securities	—	—		—		151		—		151
Net loss	—	—		—		—		(29,487)		(29,487)
Balances at June 30, 2023	41,852,438	$	4	$	386,478	$	(2,719)	$	(433,113)	$	(49,350)


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
U.S. treasury notes (due within one year)	$	25,551	$	—	$	—	$	25,551
U.S. government agencies (due within one year)	4,989		—		(7)		4,982
Commercial paper (due within one year)	24,032		—		(29)		24,003
Corporate notes and bonds (due within one year)	83,007		—		(280)		82,727

Corporate notes and bonds (due after one year through two years)	8,989		—		(22)		8,967
Total	$	146,568	$	—	$	(338)	$	146,230


	Fair Value Measurements at June 30, 2024 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	136,762	$	—	$	—	$	136,762

Commercial paper	—		2,185		—		2,185
Marketable securities:
U.S. treasury notes	—		25,551		—		25,551
U.S. government agencies	—		4,982		—		4,982
Commercial paper	—		24,003		—		24,003
Corporate notes and bonds	—		91,694		—		91,694
Total	$	136,762	$	148,415	$	—	$	285,177
	Fair Value Measurements at December 31, 2023 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	53,336	$	—	$	—	$	53,336
U.S. treasury notes	—		27,000		—		27,000

Marketable securities:

U.S. government agencies	—		11,797		—		11,797
Commercial paper	—		5,906		—		5,906
Corporate notes and bonds	—		136,018		—		136,018
Total	$	53,336	$	180,721	$	—	$	234,057


	June 30, 2024		December 31, 2023
Laboratory equipment	$	6,870	$	6,804
Furniture and fixtures	815		815
Computer equipment and software	74		115
Leasehold improvements	16,474		17,239
Assets not yet placed in service	129		—
	24,362		24,973
Less: Accumulated depreciation and amortization	(13,602)		(12,017)
	$	10,760	$	12,956


	June 30, 2024		December 31, 2023
Accrued external research and development expenses	$	2,937	$	3,646
Accrued employee compensation and benefits	2,583		4,347
Accrued income taxes	—		674
Accrued professional fees	693		441

Other	239		—
	$	6,452	$	9,108


	June 30,
	2024	2023
Pre-funded warrants to purchase common stock	7,220,794	—