Foghorn Therapeutics Inc.

Previous wording

Foghorn is a clinical stage, precision therapeutics biotechnology company pioneering a new class of medicines that treat serious diseases by correcting abnormal gene expression through selectively targeting the chromatin regulatory system, an untapped opportunity for therapeutic intervention in oncology and with potential in a wide spectrum of other diseases including immunology and inflammation.

Current wording

Foghorn is a clinical stage, precision therapeutics biotechnology company pioneering a new class of medicines that treat serious diseases by correcting abnormal gene expression through selectively targeting the chromatin regulatory system, an untapped opportunity for therapeutic intervention in oncology and with potential in a wide spectrum of other diseases including immunology and inflammation (“I&I”).

Previous wording

At present, we are working on more than seven programs with one clinical-stage drug candidate currently in Phase 1 development. We have discovered highly selective chemical matter for some of the most challenging targets in oncology including SMARCA2 (BRM), CBP, EP300, and ARID1B as well as other undisclosed targets. We believe our current pipeline has the potential to help more than 500,000 cancer patients. We take a small molecule, modality agnostic approach to drugging targets which includes protein degraders, allosteric enzymatic inhibitors, and transcription factor disruptors. We are a biology-first company, which means we focus first on the underlying genetics and biology of a disease relevant target and then leverage the most appropriate drugging approach to impact the disease biology.

Current wording

Our current pipeline consists of more than seven programs with one clinical-stage drug candidate currently in Phase 1 development. We have discovered highly selective chemical matter for some of the most challenging targets in oncology and I&I, including SMARCA2 (BRM), CBP, EP300, and ARID1B as well as other undisclosed targets. We believe our current pipeline has the potential to help more than 500,000 patients. We take a small molecule, modality agnostic approach to drugging targets which includes protein degraders, allosteric enzymatic inhibitors, and transcription factor disruptors. We are a biology-first company, which means we focus first on the underlying genetics and biology of a disease relevant target and then leverage the most appropriate drugging approach to impact the disease biology.

Previous wording

We have incurred significant operating losses since our inception. For the three months ended March 31, 2026 and the year ended December 31, 2025, we reported net losses of $19.9 million and $74.3 million, respectively. As of March 31, 2026, we had an accumulated deficit of $652.3 million. We expect to continue to incur significant expenses and increasing operating losses for at least the next several years. Our ability to generate any product revenue or product revenue sufficient to achieve profitability will depend on the successful development and eventual commercialization of one or more product candidates we are developing or may develop.

Current wording

We have incurred significant operating losses since our inception. For the six months ended June 30, 2026 and the year ended December 31, 2025, we reported net losses of $27.1 million and $74.3 million, respectively. As of June 30, 2026, we had an accumulated deficit of $659.5 million. We expect to continue to incur significant expenses and increasing operating losses for at least the next several years. Our ability to generate any product revenue or product revenue sufficient to achieve profitability will depend on the successful development and eventual commercialization of one or more product candidates we are developing or may develop.

Previous wording

We recognized total deferred revenue of $337.8 million related to the Lilly Collaboration Agreement and the Lilly SPA, which included the $300.0 million upfront payment under the Lilly Collaboration Agreement as well as $37.8 million allocated to deferred revenue from the gross proceeds of the Lilly SPA to be recognized over the performance period. For the three months ended March 31, 2026 and 2025, we recognized $3.3 million and $6.0 million, respectively, of revenue under the Lilly Collaboration Agreement. As of March 31, 2026, we had $245.9 million of deferred revenue related to the above mentioned upfront payment and revenue allocation remaining on our condensed consolidated balance sheets.

Current wording

We recognized total deferred revenue of $337.8 million related to the Lilly Collaboration Agreement and the Lilly SPA, which included the $300.0 million upfront payment under the Lilly Collaboration Agreement as well as $37.8 million allocated to deferred revenue from the gross proceeds of the Lilly SPA to be recognized over the performance period. For the three months ended June 30, 2026 and 2025, we recognized $16.1 million and $7.6 million, respectively, of revenue under the Lilly Collaboration Agreement. For the six months ended June 30, 2026 and 2025, we recognized $19.3 million and $13.5 million, respectively, of revenue under the Lilly Collaboration Agreement. Included in the three and six months ended June 30, 2026 revenue amounts was a $14.2 million cumulative catch-up adjustment to reflect updated future costs primarily due to the scheduled expiration of the research term in December 2026. As of June 30, 2026, we had $229.8 million of deferred revenue related to the above mentioned upfront payment and revenue allocation remaining on our condensed consolidated balance sheets.

Previous wording

Comparison of the Three Months Ended March 31, 2026 and 2025

Current wording

Comparison of the Three and Six Months Ended June 30, 2026 and 2025

Previous wording

The following table summarizes our results of operations for three months ended March 31, 2026 and 2025:

Current wording

The following table summarizes our results of operations for three and six months ended June 30, 2026 and 2025:

Previous wording

Collaboration revenue was $3.3 million for the three months ended March 31, 2026, compared to $6.0 million for the three months ended March 31, 2025. The decrease in collaboration revenue is attributed to the timing of work performed under the Lilly Collaboration Agreement.

Current wording

Collaboration revenue was $16.1 million for the three months ended June 30, 2026, compared to $7.6 million for the three months ended June 30, 2025. The increase in collaboration revenue is attributed to the $14.2 million cumulative catch-up adjustment to reflect updated future costs primarily due to the scheduled expiration of the research term in December 2026 partially offset by the timing of work performed under the Lilly Collaboration Agreement.

Previous wording

The following table summarizes our research and development expenses for the three months ended March 31, 2026 and 2025:

Current wording

The following table summarizes our research and development expenses for the three and six months ended June 30, 2026 and 2025:

Previous wording

Research and development expenses were $18.3 million for the three months ended March 31, 2026, compared to $21.6 million for the three months ended March 31, 2025. The decrease is attributed to the following:

Current wording

Research and development expenses were $18.5 million for the three months ended June 30, 2026, compared to $21.8 million for the three months ended June 30, 2025. The decrease is attributed to the following:

Previous wording

•a decrease in Lilly partnered programs of $2.3 million, primarily driven by the timing of certain costs related to the Phase 1 dose escalation study of FHD-909; and

Current wording

•a decrease in Lilly partnered programs of $4.4 million, primarily driven by the timing of certain costs related to the Phase 1 dose escalation study of FHD-909; and

Previous wording

•a decrease in FHD-286 costs of $0.8 million due to the decision to discontinue both the independent development of FHD-286 in combination with decitabine in patients with relapsed and/or refractory AML, resulting in the shutdown of the Phase 1 clinical trial, and independent development of FHD-286 in patients with uveal melanoma; and

Current wording

•a decrease in FHD-286 costs of $0.6 million due to the decision to discontinue both the independent development of FHD-286 in combination with decitabine in patients with relapsed and/or refractory AML, resulting in the shutdown of the Phase 1 clinical trial, and independent development of FHD-286 in patients with uveal melanoma; and

Previous wording

•a decrease in personnel related costs of $0.7 million, including a $0.2 million decrease in stock-based compensation expense, due to decreased headcount in our research and development function compared to prior period; partially offset by

Current wording

•a decrease in personnel related costs of $0.3 million, including a $0.1 million decrease in stock-based compensation expense, due to decreased headcount in our research and development function compared to prior period; partially offset by

Previous wording

•an increase in early development and other research external costs of $2.6 million, which was due to continued investment and development of our platform and early research pipeline.

Current wording

•an increase in early development and other research external costs of $3.6 million, which was due to continued investment and development of our platform and early research pipeline.

Previous wording

The following table summarizes our general and administrative expenses for the three months ended March 31, 2026 and 2025:

Current wording

The following table summarizes our general and administrative expenses for the three and six months ended June 30, 2026 and 2025:

Previous wording

General and administrative expenses were$6.6 million for thethree months ended March 31, 2026, compared to$7.2 million for thethree months ended March 31, 2025. The decrease is primarily attributed to a decrease in facilities and IT related expenses and other costs of $0.5 million primarily driven by a reduction in rent and building maintenance costs associated with the Company’s new office lease in Watertown, Massachusetts.

Current wording

General and administrative expenses were$6.4 million for the three months ended June 30, 2026, compared to$6.9 million for the three months ended June 30, 2025. The decrease is primarily attributed to a decrease in facilities and IT related expenses and other costs of $0.5 million primarily driven by a reduction in rent and building maintenance costs associated with the Company’s new office lease in Watertown, Massachusetts.

Previous wording

Other income, net was $1.7 million for the three months ended March 31, 2026, compared to $4.1 million for the three months ended March 31, 2025. The decrease was primarily due to decreased sublease income due to the conclusion of the Company’s subleases in 2025 and decreased interest income due to a lower average balance of marketable securities period over period.

Current wording

Other income, net was $1.6 million for the three months ended June 30, 2026, compared to $3.2 million for the three months ended June 30, 2025. The decrease was primarily due to decreased sublease income due to the conclusion of the Company’s subleases in 2025 and decreased interest income due to a lower average balance of marketable securities period over period.

Previous wording

Since our inception in October 2015, we have incurred significant operating losses. We expect to incur significant expenses and operating losses for the foreseeable future as we support our continued research activities and development of our programs and platform. Through March 31, 2026, we have funded our operations with proceeds from our initial public offering (“IPO”) in October 2020, sales of preferred stock, term loans, an upfront payment of $15.0 million we received in July 2020 under the Research Collaboration and Exclusive License Agreement (the “Merck Collaboration Agreement”) with Merck Sharp & Dohme Corp. (“Merck”), proceeds we received in December 2021 under the Lilly SPA of $80.0 million; an upfront payment of $300.0 million received in January 2022 under the Lilly Collaboration Agreement; a payment of $5.0 million received from Merck under the Merck Collaboration Agreement in the third quarter of 2022 for the achievement of a research milestone; net proceeds of $102.8 million, after deducting underwriting discounts, commissions and other offering expenses, from the May 2024 Offering; net proceeds from our ATM Facility of $0.5 million; and net proceeds of $49.7 million, after deducting offering costs of $0.3 million, from the January 2026 Offering. As of March 31, 2026, we had cash, cash equivalents and marketable securities of $183.6 million.

Current wording

Since our inception in October 2015, we have incurred significant operating losses. We expect to incur significant expenses and operating losses for the foreseeable future as we support our continued research activities and development of our programs and platform. Through June 30, 2026, we have funded our operations with proceeds from our initial public offering (“IPO”) in October 2020, sales of preferred stock, term loans, an upfront payment of $15.0 million we received in July 2020 under the Research Collaboration and Exclusive License Agreement (the “Merck Collaboration Agreement”) with Merck Sharp & Dohme Corp. (“Merck”), proceeds we received in December 2021 under the Lilly SPA of $80.0 million; an upfront payment of $300.0 million received in January 2022 under the Lilly Collaboration Agreement; a payment of $5.0 million received from Merck under the Merck Collaboration Agreement in the third quarter of 2022 for the achievement of a research milestone; net proceeds of $102.8 million, after deducting underwriting discounts, commissions and other offering expenses, from the May 2024 Offering; net proceeds from our ATM Facility of $0.5 million; and net proceeds of $49.7 million, after deducting offering costs of $0.3 million, from the January 2026 Offering. As of June 30, 2026, we had cash, cash equivalents and marketable securities of $167.6 million.

Previous wording

During the three months ended March 31, 2026, operating activities used $25.3 million of cash, resulting from our net loss of $19.9 million to fund our operations and by changes in our operating assets and liabilities of $8.2 million partially offset by net non-cash charges of $2.8 million. Net cash used by changes in our operating assets and liabilities for the three months ended March 31, 2026 consisted primarily of a $5.5 million net decrease in working capital and a decrease of $3.3 million in deferred revenue resulting from the recognition of revenue on the upfront payments received in connection with the Lilly Collaboration Agreement partially offset by a $0.6 million increase in operating lease liabilities.

Current wording

During the six months ended June 30, 2026, operating activities used $43.1 million of cash, resulting from our net loss of $27.1 million to fund our operations and by changes in our operating assets and liabilities of $21.5 million partially offset by net non-cash charges of $5.5 million. Net cash used by changes in our operating assets and liabilities for the six months ended June 30, 2026 consisted primarily of a decrease of $19.3 million in deferred revenue resulting from the recognition of revenue on the upfront payments received in connection with the Lilly Collaboration Agreement and a $3.8 million net decrease in working capital partially offset by a $1.6 million increase in operating lease liabilities.

Previous wording

During the three months ended March 31, 2025, operating activities used $24.0 million of cash, resulting from our net loss of $18.8 million and by changes in our operating assets and liabilities of $9.3 million partially offset by net non-cash charges of $4.2 million. Net cash used by changes in our operating assets and liabilities for the three months ended March 31, 2025 consisted primarily of a $6.0 million decrease in deferred revenue resulting from the recognition of revenue on the upfront payments received in connection with the Lilly Collaboration Agreement, a $2.3 million decrease in operating lease liabilities and a $1.1 million net decrease in working capital.

Current wording

During the six months ended June 30, 2025, operating activities used $45.0 million of cash, resulting from our net loss of $36.8 million to fund our operations and by changes in our operating assets and liabilities of $17.0 million partially offset by net non-cash charges of $8.8 million. Net cash used by changes in our operating assets and liabilities for the six months ended June 30, 2025 consisted primarily of a decrease of $13.5 million in deferred revenue resulting from the recognition of revenue on the upfront payments received in connection with the Lilly Collaboration Agreement, a $4.6 million decrease in operating lease liabilities partially offset by a $1.1 million net increase in working capital.

Previous wording

During the three months ended March 31, 2026, net cash used in investing activities was $17.7 million consisting of $66.9 million of purchases of marketable securities partially offset by $49.2 million of marketable securities maturing.

Current wording

During the six months ended June 30, 2026, net cash used in investing activities was $20.7 million consisting of $104.0 million of purchases of marketable securities partially offset by $83.4 million of marketable securities maturing.

Previous wording

During the three months ended March 31, 2025, net cash provided by investing activities was $29.4 million consisting of $80.6 million of marketable securities maturing partially offset by $51.1 million of purchases of marketable securities.

Current wording

During the six months ended June 30, 2025, net cash provided by investing activities was $63.2 million consisting of $156.5 million of marketable securities maturing partially offset by $93.3 million of purchases of marketable securities.

Previous wording

During the three months ended March 31, 2026, net cash provided by financing activities was $49.8 million consisting of net proceeds from the offering of our common stock, prefunded warrants, and series warrants of $49.7 million, after deducting offering costs that had been paid during the three months ended March 31, 2026 and net proceeds of $0.1 million from the exercise of common stock options and the 2020 Employee Stock Purchase Plan (“ESPP”).

Current wording

During the six months ended June 30, 2026, net cash provided by financing activities was $49.8 million consisting of net proceeds from the offering of our common stock, prefunded warrants, and series warrants of $49.7 million, after deducting offering costs that had been paid during the six months ended June 30, 2026 and net proceeds of $0.1 million from the exercise of common stock options and the 2020 Employee Stock Purchase Plan (“ESPP”).

Previous wording

During the three months ended March 31, 2025, net cash provided by financing activities was $0.1 million consisting of net proceeds from the exercise of common stock options and the ESPP.

Current wording

During the six months ended June 30, 2025, net cash provided by financing activities was $0.4 million consisting of net proceeds from the exercise of common stock options and the ESPP.