8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 16, 2024

________________________________________________________________________________________________

Foghorn Therapeutics Inc.

(Exact name of registrant as specified in its charter)

________________________________________________________________________________________________

Delaware	001-39634	47-5271393
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Technology Square, Ste 700
	Cambridge,	MA	02139
(Address of principal executive offices)			(Zip Code)

(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:  

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 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 January 16, 2024, the Board of Directors of Foghorn Therapeutics Inc. (the “Company”) appointed Stephen J. DiPalma as Treasurer and interim Chief Financial Officer (“CFO”), effective immediately. The Company is continuing its search for a permanent CFO.

The Company previously entered into an agreement with Danforth Advisors, LLC (“Danforth”) pursuant to which Danforth provides strategic and financial consulting services to the Company. In addition to those services, the parties have agreed that Mr. DiPalma, a managing director at Danforth, will provide interim chief financial officer services to the Company. The Company will pay Danforth an agreed upon hourly rate for such services and will reimburse Danforth for expenses.

Mr. DiPalma, age 65, has served as a managing director at Danforth, a consultancy firm specializing in working with life sciences companies, since April 2014. Prior to and during his tenure at Danforth, Mr. DiPalma has served as chief financial officer to a number of public and privately held companies. Mr. DiPalma received a B.S. in finance and management information systems from the University of Massachusetts-Lowell and an M.B.A. from Babson College. Mr. DiPalma has no family relationships with any of the executive officers or directors of the Company. Other than as described herein, there are no arrangements or understandings between Mr. DiPalma and any other person pursuant to which he was appointed as an officer of the Company.

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.

FOGHORN THERAPEUTICS INC.
By:	/s/ Michael J. LaCascia
	Michael J. LaCascia
	Chief Legal Officer

Date: January 17, 2024

XML

Cover	Jan. 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 16, 2024
Entity Registrant Name	Foghorn Therapeutics Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39634
Entity Tax Identification Number	47-5271393
Entity Address, Address Line One	500 Technology Square, Ste 700
City Area Code	617
Local Phone Number	586-3100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, $0.0001 par value per share
Trading Symbol(s)	FHTX
Name of each exchange on which registered	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001822462
Entity Address, City or Town	MA
Entity Address, City or Town	Cambridge,
Entity Address, Postal Zip Code	02139