| Item 1.01 | Entry Into a Definitive Material Agreement. |
On May 20, 2024, Foghorn Therapeutics Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, TD Securities (USA) LLC and Evercore Group L.L.C., as representatives of the several underwriters (the “Underwriters”) named in Schedule A of the Underwriting Agreement, related to a public offering of 12,743,039 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $5.51 per share and, to certain investors in lieu of common stock, pre-funded warrants to purchase an aggregate of 7,220,794 shares of the Company’s common stock at a public offering price of $5.5099 (the “Pre-Funded Warrants”) per Pre-Funded Warrant, which represents the per share public offering price for the Common Stock less the $0.0001 per share exercise price for each Pre-Funded Warrant (the “Offering”).
The Pre-Funded Warrants will be exercisable at any time on or after the date of issuance and will not expire. Under the Pre-Funded Warrants, the Company may not effect the exercise of any Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant, which, upon giving effect to such exercise, would cause the aggregate number of shares of the Common Stock beneficially owned by the holder of the Pre-Funded Warrant (together with its affiliates) to exceed 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise. However, any holder may increase or decrease such percentage to any other percentage (but not in excess of 19.99% if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5636(b) or any successor rule) upon at least 61 days’ prior notice from the holder to the Company subject to the terms of the Pre-Funded Warrant. At the holder’s sole discretion, the Pre-Funded Warrants may be exercised through a cashless exercise.
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-262711) (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2022, and declared effective on March 14, 2022.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and termination provisions.
A copy of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
An opinion dated May 22, 2024 regarding the legality of the issuance and sale of the shares of the Common Stock and the Pre-Funded Warrants in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
