| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement
(Month/Day/Year) 10/01/2026 | 3. Issuer Name and Ticker or Trading Symbol
Foghorn Therapeutics Inc. [ FHTX ] Foreign Trading Symbol | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, $0.0001 par value per share(1) | 4,494,462 | D(2) | |
| Common Stock, $0.0001 par value per share(1) | 3,232,448 | D(3) | |
| Common Stock, $0.0001 par value per share(1) | 619,258 | D(4) | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Pre-Funded Warrants to Purchase Common Stock(1) | (5) | (5) | Common Stock, $0.0001 par value | 3,132,723 | (5) | D(2) | |
| Pre-Funded Warrants to Purchase Common Stock(1) | (5) | (5) | Common Stock, $0.0001 par value | 2,394,331 | (5) | D(3) | |
| Pre-Funded Warrants to Purchase Common Stock(1) | (5) | (5) | Common Stock, $0.0001 par value | 313,925 | (5) | D(4) | |
| Series 1 Warrants to Purchase Common Stock(1) | (6) | (6) | Common Stock, $0.0001 par value | 1,022,635 | (6) | D(2) | |
| Series 1 Warrants to Purchase Common Stock(1) | (6) | (6) | Common Stock, $0.0001 par value | 703,630 | (6) | D(3) | |
| Series 1 Warrants to Purchase Common Stock(1) | (6) | (6) | Common Stock, $0.0001 par value | 109,394 | (6) | D(4) | |
| Series 2 Warrants to Purchase Common Stock(1) | (7) | (7) | Common Stock, $0.0001 par value | 1,022,635 | (7) | D(2) | |
| Series 2 Warrants to Purchase Common Stock(1) | (7) | (7) | Common Stock, $0.0001 par value | 703,630 | (7) | D(3) | |
| Series 2 Warrants to Purchase Common Stock(1) | (7) | (7) | Common Stock, $0.0001 par value | 109,394 | (7) | D(4) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
(Country) | |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 3 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| 2. Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the general parter of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF. |
| 3. Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2. |
| 4. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS. |
| 5. The Reporting Persons hold certain Pre-Funded Warrants (the "Pre-Funded Warrants") exercisable for an aggregate of 5,840,979 shares of Common Stock. The Pre-Funded Warrants do not expire and have an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately, except that the Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the shares of Common Stock outstanding. |
| 6. The Reporting Persons hold certain Series 1 Warrants (the "Series 1 Warrants") exercisable for an aggregate of 1,835,659 shares of Common Stock. The Series 1 Warrants expire on June 30, 2027 and have an exercise price of $13.4200 per share. The Series 1 Warrants are exercisable immediately, except that the Series 1 Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the shares of Common Stock outstanding. |
| 7. The Reporting Persons hold certain Series 2 Warrants (the "Series 2 Warrants") exercisable for an aggregate of 1,835,659 shares of Common Stock. The Series 2 Warrants expire on December 31, 2030 and have an exercise price of $20.1300 per share. The Series 2 Warrants are exercisable immediately, except that the Series 2 Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own more than 9.99% of the shares of Common Stock outstanding. |
| BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 10/05/2026 | |
| Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer | 10/05/2026 | |
| BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | 10/05/2026 | |
| Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer | 10/05/2026 | |
| BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | 10/05/2026 | |
| BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 10/05/2026 | |
| Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 10/05/2026 | |
| BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | 10/05/2026 | |
| BVF Inc., By: /s/ Mark N. Lampert, President | 10/05/2026 | |
| /s/ Mark N. Lampert | 10/05/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||