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AFEYAN NOUBAR 4

Accession 0001193125-26-014218

CIK 0001822462other
View on SEC.govCompany Profile

Filed

Jan 14, 7:00 PM ET

Accepted

Jan 15, 5:00 PM ET

Size

28.9 KB

Accession

0001193125-26-014218

Insider Transaction Report

Form 4
Period: 2026-01-13
Foghorn Therapeutics Inc.FHTX
Flagship Pioneering, LLC
Director10% Owner
Transactions
  • Award

    Pre-Funded Warrants to purchase Common Stock

    [F1][F2]
    2026-01-13$6.71/sh+2,235,468$14,999,767→ 2,235,468 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $0.00From: 2026-01-13Exp: 2046-01-13→ Common Stock (2,235,468 underlying)
  • Award

    Series 1 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $13.42From: 2026-01-13Exp: 2027-06-30→ Common Stock (1,117,734 underlying)
  • Award

    Series 2 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $20.13From: 2026-01-13Exp: 2030-12-31→ Common Stock (1,117,734 underlying)
Flagship Pioneering Fund VII General Partner LLC
Director10% Owner
Transactions
  • Award

    Pre-Funded Warrants to purchase Common Stock

    [F1][F2]
    2026-01-13$6.71/sh+2,235,468$14,999,767→ 2,235,468 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $0.00From: 2026-01-13Exp: 2046-01-13→ Common Stock (2,235,468 underlying)
  • Award

    Series 1 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $13.42From: 2026-01-13Exp: 2027-06-30→ Common Stock (1,117,734 underlying)
  • Award

    Series 2 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $20.13From: 2026-01-13Exp: 2030-12-31→ Common Stock (1,117,734 underlying)
Flagship Pioneering Fund VII, L.P.
Director10% Owner
Transactions
  • Award

    Pre-Funded Warrants to purchase Common Stock

    [F1][F2]
    2026-01-13$6.71/sh+2,235,468$14,999,767→ 2,235,468 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $0.00From: 2026-01-13Exp: 2046-01-13→ Common Stock (2,235,468 underlying)
  • Award

    Series 1 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $13.42From: 2026-01-13Exp: 2027-06-30→ Common Stock (1,117,734 underlying)
  • Award

    Series 2 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $20.13From: 2026-01-13Exp: 2030-12-31→ Common Stock (1,117,734 underlying)
Flagship Pioneering Special Opportunities Fund II General Partner LLC
Director10% Owner
Transactions
  • Award

    Pre-Funded Warrants to purchase Common Stock

    [F1][F2]
    2026-01-13$6.71/sh+2,235,468$14,999,767→ 2,235,468 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $0.00From: 2026-01-13Exp: 2046-01-13→ Common Stock (2,235,468 underlying)
  • Award

    Series 1 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $13.42From: 2026-01-13Exp: 2027-06-30→ Common Stock (1,117,734 underlying)
  • Award

    Series 2 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $20.13From: 2026-01-13Exp: 2030-12-31→ Common Stock (1,117,734 underlying)
Flagship Pioneering Special Opportunities Fund II, L.P.
Director10% Owner
Transactions
  • Award

    Pre-Funded Warrants to purchase Common Stock

    [F1][F2]
    2026-01-13$6.71/sh+2,235,468$14,999,767→ 2,235,468 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $0.00From: 2026-01-13Exp: 2046-01-13→ Common Stock (2,235,468 underlying)
  • Award

    Series 1 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $13.42From: 2026-01-13Exp: 2027-06-30→ Common Stock (1,117,734 underlying)
  • Award

    Series 2 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $20.13From: 2026-01-13Exp: 2030-12-31→ Common Stock (1,117,734 underlying)
Flagship Ventures Fund V General Partner LLC
Director10% Owner
Transactions
  • Award

    Pre-Funded Warrants to purchase Common Stock

    [F1][F2]
    2026-01-13$6.71/sh+2,235,468$14,999,767→ 2,235,468 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $0.00From: 2026-01-13Exp: 2046-01-13→ Common Stock (2,235,468 underlying)
  • Award

    Series 1 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $13.42From: 2026-01-13Exp: 2027-06-30→ Common Stock (1,117,734 underlying)
  • Award

    Series 2 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $20.13From: 2026-01-13Exp: 2030-12-31→ Common Stock (1,117,734 underlying)
Flagship Ventures Fund V, L.P.
Director10% Owner
Transactions
  • Award

    Pre-Funded Warrants to purchase Common Stock

    [F1][F2]
    2026-01-13$6.71/sh+2,235,468$14,999,767→ 2,235,468 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $0.00From: 2026-01-13Exp: 2046-01-13→ Common Stock (2,235,468 underlying)
  • Award

    Series 1 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $13.42From: 2026-01-13Exp: 2027-06-30→ Common Stock (1,117,734 underlying)
  • Award

    Series 2 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $20.13From: 2026-01-13Exp: 2030-12-31→ Common Stock (1,117,734 underlying)
Flagship Ventures Opportunities Fund I General Partner LLC
Director10% Owner
Transactions
  • Award

    Pre-Funded Warrants to purchase Common Stock

    [F1][F2]
    2026-01-13$6.71/sh+2,235,468$14,999,767→ 2,235,468 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $0.00From: 2026-01-13Exp: 2046-01-13→ Common Stock (2,235,468 underlying)
  • Award

    Series 1 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $13.42From: 2026-01-13Exp: 2027-06-30→ Common Stock (1,117,734 underlying)
  • Award

    Series 2 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $20.13From: 2026-01-13Exp: 2030-12-31→ Common Stock (1,117,734 underlying)
Flagship Ventures Opportunities Fund I, L.P.
Director10% Owner
Transactions
  • Award

    Pre-Funded Warrants to purchase Common Stock

    [F1][F2]
    2026-01-13$6.71/sh+2,235,468$14,999,767→ 2,235,468 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $0.00From: 2026-01-13Exp: 2046-01-13→ Common Stock (2,235,468 underlying)
  • Award

    Series 1 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $13.42From: 2026-01-13Exp: 2027-06-30→ Common Stock (1,117,734 underlying)
  • Award

    Series 2 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $20.13From: 2026-01-13Exp: 2030-12-31→ Common Stock (1,117,734 underlying)
AFEYAN NOUBAR
Director10% Owner
Transactions
  • Award

    Pre-Funded Warrants to purchase Common Stock

    [F1][F2]
    2026-01-13$6.71/sh+2,235,468$14,999,767→ 2,235,468 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $0.00From: 2026-01-13Exp: 2046-01-13→ Common Stock (2,235,468 underlying)
  • Award

    Series 1 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $13.42From: 2026-01-13Exp: 2027-06-30→ Common Stock (1,117,734 underlying)
  • Award

    Series 2 Warrants to purchase Common Stock

    [F3][F1][F2]
    2026-01-13+1,117,734→ 1,117,734 total(indirect: By Flagship Pioneering Fund VII, L.P.)
    Exercise: $20.13From: 2026-01-13Exp: 2030-12-31→ Common Stock (1,117,734 underlying)
Footnotes (3)
  • [F1]On January 13, 2026, pursuant to a registered direct offering by the Issuer, Flagship Pioneering Fund VII, L.P. ("Flagship Fund VII") acquired warrants to purchase an aggregate of 4,470,936 shares of Common Stock, consisting of (i) Pre-Funded Warrants to purchase 2,235,468 shares of Common Stock, (ii) Series 1 Warrants to purchase 1,117,734 shares of Common Stock and (iii) Series 2 Warrants to purchase 1,117,734 shares of Common Stock (together with the Series 1 Warrants, the "Series Warrants"). The securities were acquired for a purchase price of $6.7099 per Pre-Funded Warrant and accompanying Series Warrants.
  • [F2]Securities held by Flagship Fund VII. Flagship Pioneering Fund VII General Partner LLC ("Flagship Fund VII GP") is the general partner of Flagship Fund VII. Flagship Pioneering, LLC (f/k/a Flagship Pioneering, Inc., "Flagship Pioneering") is the manager of Flagship Fund VII GP. Noubar B. Afeyan, Ph.D. is the ultimate control person of Flagship Pioneering. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
  • [F3]The Series Warrants are exercisable at an initial price of $13.42 per Series 1 Warrant and $20.13 per Series 2 Warrant. Subject to certain exclusions, if prior to June 30, 2027, the Company issues capital stock or securities convertible into or exercisable for capital stock in one or more related transactions primarily for capital raising at a weighted-average common stock equivalent price (the "Weighted-Average Price") below $13.42 per share, the exercise price of a Series Warrant shall reset upon exercise to the midpoint between the initial price and the lowest such Weighted-Average Price, but not below $6.71 per share. The exercise price may be adjusted only once pursuant to this mechanism.

Documents

1 file

Issuer

Foghorn Therapeutics Inc.

CIK 0001822462

→
Entity typeother

Related Parties

1
  • filerCIK 0001222012

Filing Metadata

Form type
4
Filed
Jan 14, 7:00 PM ET
Accepted
Jan 15, 5:00 PM ET
Size
28.9 KB
View on SEC.gov