Foghorn Therapeutics Inc 2024年度报告

(Mark One) Foghorn Therapeutics Inc. (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes¨Nox Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405of 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, a 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. Largeacceleratedfiler¨Acceleratedfiler¨Non-accelerated filerxSmallerreportingcompanyxEmerginggrowthcompanyx 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 financialaccounting standards provided pursuant to Section13(a) of the Exchange Act.¨ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correctionof an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes¨Nox The aggregate market value of common stock held by non-affiliates of the registrant computed by reference to the price of the registrant’s common stock as of June 30, 2024, thelast business day of the registrant's most recently completed second fiscal quarter, was approximately (based on the last reported sale price on the NASDAQ Global Market as of such date)$204.5million. As of February28, 2025 there were55,612,239shares of the registrant’s common stock, par value $0.0001 per share, outstanding. Foghorn Therapeutics Inc.Index PART I Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PART II Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities62Item6.Reserved62Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations62Item7A.Quantitative and Qualitative Disclosures About Market Risk70Item8.Consolidated Financial Statements and Supplementary Data71Item9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure94Item9A.Controls and Procedures94Item9B.Other Information96Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections96 PART III Item10.Directors, Executive Officers and Corporate Governance97Item11.Executive Compensation104Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters111Item13.Certain Relationships and Related Transactions, and Director Independence113Item14.Principal Accountant Fees and Services115 PARTIV Item15.Exhibit and Financial Statement Schedules116Item16.Form 10-K Summary116Signatures120 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements that are based on management’s beliefs and assumptions andon information currently available to management. All statements other than statements of historical facts contained in this AnnualReport on Form 10-K are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as“may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,”“predict,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-lookingstatements contain these words. Forward-looking statements include, but are not limited to, statements concerning: •the initiation, timing, progress, enrollment, results, and timing of results and regulatory filings of our research anddevelopment programs and our preclinical and clinical studies, including those included in our collaboration with EliLilly and Company (“Lilly”);•our ability to advance any product candidates that we may develop and to successfully complete preclinical andclinical studies;•our ability to leverage our initial programs to develop additional product candidates using our Gene Traffic Controlplatform;•developments related to our competitors and our ind