SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2022
Foghorn Therapeutics Inc.
(Exact name of registrant as specified in its charter)
|Delaware|| ||001-39634|| ||47-5271393|
|(State or other jurisdiction of incorporation)|| |
| ||(IRS Employer Identification No.)|
|500 Technology Square, Ste 700|
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code): (617) 586-3100
(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))|
Securities registered pursuant to Section 12(b) of the Act:
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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).
|Title of each class|| |
Name of each exchange
on which registered
|Common Stock, $0.0001 par value per share|| ||FHTX|| ||The Nasdaq Global Market|
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.
(b) On August 31, 2022, Cigall Kadoch, Ph.D., resigned from her position as a member of the Board of Directors of Foghorn Therapeutics Inc. (the “Company”), effective immediately. Dr. Kadoch’s resignation did not involve any disagreement with the Company relating to the Company’s operations, policies or practices.
Item 9.01 Financial Statements and Exhibits.
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.
Date: August 31, 2022
FOGHORN THERAPEUTICS INC.
|By:|| ||/s/ Allan Reine|
| ||Allan Reine, M.D.|
| ||Chief Financial Officer|
Foghorn Therapeutics Announces Change to Board of Directors
•Foghorn Congratulates Co-Founder Cigall Kadoch on HHMI Appointment and Change in Role to Scientific Advisor to the Board
CAMBRIDGE, Mass. -- (GLOBE NEWSWIRE) -- August 31, 2022 -- 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 that Cigall Kadoch, Ph.D., a co-founder of the Company, has accepted her appointment as an Investigator for the Howard Hughes Medical Institute (HHMI), effective on September 6, 2022. In accordance with HHMI’s rules, she has resigned from Foghorn’s Board of Directors, effective August 31, 2022. Dr. Kadoch has become Scientific Advisor to the Board and will continue to participate on Foghorn’s Scientific Advisory Board.
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“I want to congratulate Cigall on her appointment to HHMI,” said Foghorn CEO Adrian Gottschalk. “Cigall’s work on the role of the chromatin regulatory system in disease has been an inspiration for Foghorn. Cigall’s appointment to HHMI is a testament to her leadership in the field. I look forward to continuing to work closely with Cigall in her new role as we advance our efforts to help patients.”
“I am excited to continue working with the Board and Company as Scientific Advisor to the Board,” said Dr. Kadoch. “Foghorn is a leader in understanding the chromatin regulatory system and has effectively translated insights from this biology into potential new therapeutic options. As a co-founder of the Company, I am very proud of the pipeline that has emerged and am excited for the future prospects of the Company.”
Douglas Cole, M.D., Flagship Pioneering Managing Partner, Foghorn Co-Founder and Chairman of the Board, continued, “I want to thank Cigall for her significant contributions to Foghorn as a co-founder and founding Board member. We look forward to her continued engagement and support and wish her great success as she continues her scientific endeavors as a Howard Hughes Medical Institute Investigator.”
About Foghorn Therapeutics
Foghorn® Therapeutics Inc. 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 Twitter and LinkedIn.
This press release contains “forward-looking statements” regarding the Company’s growth and its goal of becoming a fully-integrated biotech company. Forward-looking statements include statements regarding the Company’s prospects, 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, 2021 and subsequent Quarterly Reports on Form 10-Q, 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.
Ben Strain, Foghorn Therapeutics Inc. (Media and Investors)
Karin Hellsvik, Foghorn Therapeutics Inc. (Media)
Michael Lampe, ScientPR (Media)
Hans Vitzthum, LifeSci Advisors (Investors)