fhtx-20240331

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, 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 April 30, 2024, the registrant had 42,585,616 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	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II.	OTHER INFORMATION	20
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
Signatures		22


	March 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	79,253	$	80,336
Marketable securities	127,408		153,721


Prepaid expenses and other current assets	4,859		6,124
Total current assets	211,520		240,181
Property and equipment, net	12,187		12,956
Restricted cash	1,708		1,708
Other assets	1,052		1,115
Operating lease right-of-use assets	28,537		29,956
Total assets	$	255,004	$	285,916
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	5,631	$	6,260
Accrued expenses and other current liabilities	6,265		9,108
Operating lease liabilities	8,668		8,518
Deferred revenue	31,501		34,550
Total current liabilities	52,065		58,436
Operating lease liabilities, net of current portion	34,311		36,555
Deferred revenue, net of current portion	266,114		268,115

Total liabilities	352,490		363,106
Commitments and contingencies (Note 9)
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 25,000,000 shares authorized at March 31, 2024 and December 31, 2023; no shares issued and outstanding at March 31, 2024 and December 31, 2023	—		—
Common stock, $0.0001 par value; 175,000,000 shares authorized at March 31, 2024 and December 31, 2023; 42,585,616 shares issued and outstanding at March 31, 2024 and 42,282,040 shares issued and outstanding at December 31, 2023	4		4
Additional paid-in capital	399,587		395,196
Accumulated other comprehensive loss	(497)		(826)
Accumulated deficit	(496,580)		(471,564)
Total stockholders’ deficit	$	(97,486)	$	(77,190)
Total liabilities and stockholders’ deficit	$	255,004	$	285,916


	Three Months Ended March 31,
	2024		2023
Collaboration revenue	$	5,050	$	5,309
Operating expenses:
Research and development	25,534		29,985
General and administrative	7,710		8,641
Total operating expenses	33,244		38,626
Loss from operations	(28,194)		(33,317)
Other income, net:
Interest income	2,439		2,669
Other income, net	739		720
Total other income, net	3,178		3,389
Loss before income taxes	(25,016)		(29,928)
Provision for income taxes	—		(560)
Net loss	$	(25,016)	$	(30,488)
Net loss per share attributable to common stockholders—basic and diluted	$	(0.59)	$	(0.73)
Weighted average common shares outstanding—basic and diluted	42,428,813		41,811,087
Comprehensive loss:
Net loss	$	(25,016)	$	(30,488)
Other comprehensive gain:
Unrealized gains on marketable securities	329		1,116
Total other comprehensive gain	329		1,116
Total comprehensive loss	$	(24,687)	$	(29,372)


	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)


	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 gains 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)


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
U.S. treasury notes (due within one year)	$	7,468	$	—	$	(1)	$	7,467
U.S. government agencies (due within one year)	7,833		—		(13)		7,820
Commercial paper (due within one year)	6,972		2		(15)		6,959
Corporate notes and bonds (due within one year)	92,063		3		(416)		91,650

Corporate notes and bonds (due after one year through two years)	13,569		—		(57)		13,512
Total	$	127,905	$	5	$	(502)	$	127,408


	Fair Value Measurements at March 31, 2024 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	62,312	$	—	$	—	$	62,312
U.S. treasury notes	—		16,941		—		16,941

Marketable securities:
U.S. treasury notes	—		7,467		—		7,467
U.S. government agencies	—		7,820		—		7,820
Commercial paper	—		6,959		—		6,959
Corporate notes and bonds	—		105,162		—		105,162
Total	$	62,312	$	144,349	$	—	$	206,661
	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


	March 31, 2024		December 31, 2023
Laboratory equipment	$	6,869	$	6,804
Furniture and fixtures	815		815
Computer equipment and software	74		115
Leasehold improvements	17,239		17,239

	24,997		24,973
Less: Accumulated depreciation and amortization	(12,810)		(12,017)
	$	12,187	$	12,956


	March 31, 2024		December 31, 2023
Accrued external research and development expenses	$	3,355	$	3,646
Accrued employee compensation and benefits	1,619		4,347
Accrued income taxes	674		674
Accrued professional fees	617		441


	$	6,265	$	9,108


	March 31,
	2024	2023
Stock options to purchase common stock	9,597,719	9,666,311
Warrants to purchase common stock	18,445	18,445
	9,616,164	9,684,756


	Three Months Ended March 31,
	2024		2023		Change
	(in thousands)
Personnel related (including stock-based compensation)	$	4,470	$	5,769	$	(1,299)
Professional and consulting	1,944		1,624		320
Facilities and IT related expenses and other	1,296		1,248		48
Total general and administrative expenses	$	7,710	$	8,641	$	(931)


	FOGHORN THERAPEUTICS, INC.

Date: May 6, 2024	By:	/s/ Kristian Humer
		Kristian Humer Chief Financial Officer (Principal Accounting and Financial Officer)


Exhibit Number						Description
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.