Foghorn Therapeutics Inc美股招股说明书(2026-01-12版)

Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 2,030,314 shares of our common stock and, in lieu of shares of common stock tocertain investors, pre-funded warrants to purchase 5,421,250 shares of our common stock, which we refer to as Pre-Funded Warrants, together with two series of warrants topurchase an aggregate of 7,451,564 shares of our common stock, which we refer to as Series 1 Warrants and Series 2 Warrants, and collectively, Series Warrants. The shares ofcommon stock, or Pre-Funded Warrants, and the accompanying Series Warrants are immediately separable and will be issued separately, but they will be purchased together in thisoffering. The purchase price of each Pre-Funded Warrant will equal the price per share at which shares of our common stock are being sold in this offering, minus $0.0001, theexercise price of each Pre-Funded Warrant. For every share of common stock or share of common stock underlying a Pre-Funded Warrant sold in this offering, a Series 1 Warrant to purchase one-half of a share of ourcommon stock will be issued and a Series 2 Warrant to purchase one-half of a share of our common stock will be issued. Each Series 1 Warrant will have an initial exercise price of$13.42 per share of common stock and each Series 2 Warrant will have an initial exercise price of $20.13 per share of common stock, in each case subject to certain adjustments.The Series 1 Warrants will be immediately exercisable and will expire on June30, 2027. The Series 2 Warrants will be immediately exercisable and will expire on December31,2030. Each holder of a Series Warrant may choose, in lieu of receiving shares of common stock upon exercise of any Series Warrant, to receive a pre-funded warrant to purchase anidentical number of shares of common stock it would have receive upon the exercise of a Series Warrant. Each holder of Pre-Funded Warrants and Series Warrants will beprohibited from exercising a Series Warrant into shares of our common stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 9.99%, orin the case of beneficial holders of greater than 10% of shares our outstanding common stock on the issue date of such Warrant, 19.99% (if exceeding such limit would result in achange of control under Nasdaq Listing Rules 5635(b) or any successor rule), of the total number of shares of our common stock then issued and outstanding, which percentagemay change at the holders’ election to any other number less than or equal to 19.99% (if exceeding such limit would result in a change of control under Nasdaq Listing Rules5635(b) or any successor rule) upon 61 days’ notice to us. The shares of common stock, or Pre-Funded Warrants, and Series Warrants are being sold pursuant to purchaseagreements to be dated as of January9, 2026. This prospectus supplement also relates to the offering of the shares of common stock issuable upon exercise of Pre-Funded Warrants and the shares of common stock,pre-funded warrants and shares of common stock underlying such pre-funded warrants issuable upon exercise of Series Warrants. The common stock, Pre-Funded Warrants and Series Warrants are being offered directly to investors without a placement agent or underwriter. We are not payingunderwriting discounts or commissions in connection with the offering. The gross proceeds to us before expenses will be approximately $50.0million. We estimate the totalexpenses of this offering will be approximately $350,000. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under theheading “Risk Factors” on page S-4 and in our Annual Report on Form10-K for the year ended December31, 2024, which is incorporated byreference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONDESCRIPTION OF SECURITIES WE ARE OFFERINGPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSSUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSPLAN OF DISTRIBUTIONDESCRIPTION OF COMMON STOCKDESCRIPTION OF PREFERRED STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCELEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus is a part of a “shelf” registration statement on Form S-3 that w