false000182246200018224622025-04-252025-04-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 25, 2025
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Foghorn Therapeutics Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-39634 |
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47-5271393 |
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(Commission
File Number)
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(IRS Employer Identification No.) |
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500 Technology Square, Ste 700 |
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Cambridge, |
MA |
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02139 |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code): (617) 586-3100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading
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Name of each exchange
on which registered
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| Common Stock, $0.0001 par value per share |
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FHTX |
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The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 25, 2025, the Board of Directors (the “Board”) of Foghorn Therapeutics Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), appointed Stuart Duty to the Board, effective May 1, 2025. Mr. Duty will serve as a Class II director, with an initial term expiring at the Company’s 2025 Annual Meeting of Shareholders, and as a member of the Audit Committee of the Board (the “Audit Committee”). The Board has determined that Mr. Duty is an independent director under the listing standards of the Nasdaq Stock Market LLC (“Nasdaq”) and meets the additional independence and financial literacy eligibility requirements for audit committee members pursuant to Nasdaq Rule 5605(c)(2) and Rule 10A-3 of the Securities Exchange Act of 1934, as amended.
In accordance with the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”), Mr. Duty was granted an initial option to purchase 50,000 shares of the Company’s common stock in connection with his appointment to the Board, which will vest as to one-third of the shares subject to the option on each of the first, second and third anniversaries of the date of grant, subject to Mr. Duty’s continuous service as of each such date. In addition, in accordance with the Compensation Policy, Mr. Duty will also receive annual cash retainers of $40,000 for his Board service and $7,500 for his service as a member of the Audit Committee, both of which will be pro-rated for 2025.
Also on April 25, 2025, the Company’s Board, upon recommendation of the Nominating Committee, appointed Neil J. Gallagher, M.D., Ph.D. to the Board, effective May 1, 2025. Dr. Gallagher will serve as a Class II director, with an initial term expiring at the Company’s 2025 Annual Meeting of Shareholders, and as a member of the Science Committee of the Board (the “Science Committee”). The Board has determined that Dr. Gallagher is an independent director under the listing standards of the Nasdaq.
In accordance with the Compensation Policy, Dr. Gallagher was granted an initial option to purchase 50,000 shares of the Company’s common stock in connection with his appointment to the Board, which will vest as to one-third of the shares subject to the option on each of the first, second and third anniversaries of the date of grant, subject to Dr. Gallagher’s continuous service as of each such date. In addition, in accordance with the Compensation Policy, Dr. Gallagher will also receive annual cash retainers of $40,000 for his Board service and $5,000 for his service as a member of the Science Committee, both of which will be pro-rated for 2025.
There were no arrangements or understandings between either Mr. Duty or Dr. Gallagher and any other persons pursuant to which they were selected as directors, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between either Mr. Duty or Dr. Gallagher and the Company required to be disclosed herein.
A copy of the press release announcing Mr. Duty and Dr. Gallagher’s appointments as directors is attached hereto as Exhibit 99.1.
Item 8.01 Other Events.
On May 1, 2025, the Company notified the Nasdaq that, after giving effect to Mr. Duty's appointment to the Board and the Audit Committee, the Audit Committee will be comprised of three independent members as required by Nasdaq Listing Rule 5605(c)(2)(A), and therefore the Company will be in compliance with the audit committee requirement under Nasdaq Listing Rule 5605(c)(2)(A) as of May 1, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FOGHORN THERAPEUTICS INC.
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By: |
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/s/ Kristian Humer |
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Kristian Humer |
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Chief Financial Officer |
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Date: May 1, 2025
EX-99.1
2
ex991pressreleasedatedmay1.htm
EX-99.1
Document
Foghorn Therapeutics Appoints Neil Gallagher and Stuart Duty to its Board of Directors
CAMBRIDGE, Mass. -- (GLOBE NEWSWIRE) – May 1, 2025 -- Foghorn® Therapeutics Inc. (Nasdaq: FHTX), a clinical-stage biotechnology company pioneering a new class of medicines that treat serious diseases by correcting abnormal gene expression, today announced the election of Neil Gallagher, M.D., Ph.D., and Stuart Duty, to its Board of Directors.
“Neil and Stuart are experienced leaders with decades of deep and multifaceted understanding of the biotechnology industry,” said Adrian Gottschalk, President and Chief Executive Officer of Foghorn. “We are pleased to welcome them to our Board of Directors and will leverage their strategic insights as we further advance our pipeline.”
Dr. Gallagher added, “Foghorn is poised to successfully develop multiple highly selective therapies against challenging targets implicated in different cancers. I look forward to working with the Board of Directors and the management team to help shape the Foghorn pipeline, which has the strong potential to address unmet needs and change treatment paradigms for multiple types of cancers.”
Mr. Duty added, “I am impressed with Foghorn’s sophisticated and proven small molecule development capabilities and, particularly, their leadership in pioneering selective protein degradation. I am excited to join the Board of Directors at this important time and help maximize Foghorn’s clinical and preclinical pipeline.”
About Neil Gallagher, M.D., Ph.D.
Dr. Gallagher has over 20 years of experience at pharmaceutical and biopharmaceutical organizations leading drug development programs across several therapeutic areas, including oncology. Currently he serves as the President, Head of Research and Development at Syndax Pharmaceuticals. Prior to that he held clinical development roles at AbbVie including serving as the Chief Medical Officer, Vice President, Head of Development. Dr. Gallagher also held development positions at Amgen, spent a decade at Novartis Oncology, and earlier in his career held roles at AstraZeneca and Astex Therapeutics. He also serves on the Board of Directors of Zymeworks and as an advisor to the Board of Nouscom. Dr. Gallagher completed his fellowship in gynecological oncology at the Institute for Cancer Studies, University of Birmingham, UK, and received his medical degree from Trinity College, Dublin.
About Stuart Duty
Stuart Duty brings over 30 years of experience in finance and investment banking in biotechnology and specialty pharmaceuticals. Most recently, he served as a Senior Managing Director at Guggenheim Securities, LLC where he advised senior executives and boards on a range of financing activities and strategic transactions. Previously, he held senior roles at Piper Jaffray and Montgomery Securities and held operating roles at Oracle Partners and Curative Technologies. Mr. Duty currently serves on the Board of Directors of Achieve Life Sciences, EyePoint Pharmaceuticals and Milestone Pharmaceuticals. Mr. Duty holds a B.A. in biochemistry from Occidental College and an M.B.A. from Harvard Business School.
About Foghorn Therapeutics
Foghorn® Therapeutics is discovering and developing a novel class of medicines targeting genetically determined dependencies within the chromatin regulatory system. Through its proprietary scalable Gene Traffic Control® platform, Foghorn is systematically studying, identifying and validating potential drug targets within the chromatin regulatory system. The Company is developing multiple product candidates in oncology. Visit our website at www.foghorntx.com for more information on the Company, and follow us on X and LinkedIn.
Forward-Looking Statements
This press release contains “forward-looking statements.” Forward-looking statements include statements regarding the Company’s clinical trials, product candidates and research efforts and other statements identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods. Forward-looking statements are based on our current expectations and assumptions regarding capital market conditions, our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, including risks relating to our clinical trials and other factors set forth under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission. Any forward-looking statement made in this press release speaks only as of the date on which it is made.
Contact:
Karin Hellsvik, Foghorn Therapeutics Inc.
khellsvik@foghorntx.com
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