Costs Associated with Exit or Disposal Activities · Regulation FD Disclosure
Item 2.05 Costs Associated with Exit or Disposal Activities. On September 25, 2026, following review of clinical data from the Phase 1 trial of FHD-909, Foghorn Therapeutics Inc. (the “Company”) and Eli Lilly and Company (“Lilly”) made the decision not to advance the trial into the expansion phase.…
Filed Oct 1, 2026Accepted Oct 1, 2026, 7:01 AM EDTCIK 1822462Accession 0001628280-26-064102
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Item 2.05Item 2.05 - Costs with Exit or Disposal
Item 2.05 Costs Associated with Exit or Disposal Activities.
On September 25, 2026, following review of clinical data from the Phase 1 trial of FHD-909, Foghorn Therapeutics Inc. (the “Company”) and Eli Lilly and Company (“Lilly”) made the decision not to advance the trial into the expansion phase. Further collaboration activities pursuant to the collaboration agreement between the Company and Lilly are not anticipated. As a result, Foghorn is prioritizing resources toward the programs in its portfolio with the greatest potential to address significant patient needs and create long-term value.
On September 30, 2026, the Company’s Board of Directors approved a strategic reprioritization and workforce reduction to enable the Company to focus on its selective EP300 degrader, immunology and inflammation asset, selective CBP degrader, induced proximity platform, and other proprietary programs. In connection with this decision, the Company announced a reduction in its workforce by approximately 40% of its current workforce. The Company expects to substantially complete the reduction in its workforce in the fourth quarter of 2026. Following the changes, the Company expects to have approximately 65 full-time employees.
The Company estimates that, in connection with these changes, it will incur aggregate charges of approximately $2.3 million, all of which are anticipated to result in future cash expenditures, primarily for one-time employee severance and benefit costs that are expected to be incurred in the fourth quarter of 2026.
This report includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “will,” “estimate,” and other words of similar meaning. These forward-looking statements address various matters, including the Company’s reprioritization, the size and timing of the Company’s workforce reduction, the number of the Company’s employees following the workforce reduction, and the amount and timing of the charges and cash expenditures resulting from the workforce reduction. Each forward-looking statement contained in this Current Report on Form 8-K is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, that the workforce reduction may be larger than currently anticipated, the Company may incur additional costs not currently contemplated, and the risks identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in any subsequent filings with the Securities and Exchange Commission. The forward-looking statements in this Current Report on Form 8-K speak only as of the date of this filing, and the Company undertakes no obligation to update or revise any of these statements.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On October 1, 2026, the Company issued a press release related to the decision not to advance the clinical trial of FHD-909 into the expansion phase and the Company’s resulting strategic prioritization. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in Item 7.01 of this Form 8 K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.