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Foghorn Therapeutics Inc.

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 9, 2026

FHTX$2.04+9.1%Stored close · as of Nov 9, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001628280-26-053819

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-09.

0001628280-26-071873

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 110 previous paragraphs and 113 current paragraphs.

61 unchanged; 41 reworded; 11 added; 7 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

Foghorn is a biotechnology company pioneering a new class of medicines against challenging targets in oncology and immunology & inflammation (I&I). Foghorn brings together deep biological understanding and small-molecule drug discovery expertise to pursue challenging targets with selectivity.

Current report

In the third quarter of 2026, following review of clinical data from the Phase 1 trial of FHD-909, the Company and Lilly made the decision not to advance the trial into the expansion phase.

Current report

In the third quarter of 2026, the Company’s Board of Directors approved a strategic reprioritization and workforce reduction to enable the Company to focus on its 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. See Note 13 to our notes to unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

Current report

In the third quarter of 2026, following review of clinical data from the Phase 1 trial of FHD-909, the Company and Lilly made the decision not to advance the trial into the expansion phase.

Current report

Restructuring costs consist primarily of one-time employee severance and benefit costs associated with the Company’s strategic reprioritization and workforce reduction, which was approved by the Company’s Board of Directors during the third quarter of 2026, to enable the Company to focus on its proprietary programs.

Current report

•a decrease in facilities and IT related expenses and other costs of $4.6 million primarily driven by a reduction in rent and building maintenance costs associated with the Company’s new office lease in Watertown, Massachusetts; and

Current report

General and administrative expenses were$5.8 million for the three months ended September 30, 2026, compared to$6.7 million for the three months ended September 30, 2025. The decrease is primarily attributed to a decrease in personnel related costs of $0.5 million, including a $0.1 million decrease in stock-based compensation expense, a decrease in professional and consulting costs of $0.3 million, and a decrease in facilities and IT related expenses and other costs of $0.1 million.

Current report

Restructuring costs were $2.3 million for the three and nine months ended September 30, 2026, due to the 40% workforce reduction to enable the Company to focus on its proprietary programs. There were no restructuring costs for the three and nine months ended September 30, 2025.
Removed paragraphs (7)

Previous report

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 report

The chromatin regulatory system orchestrates gene expression—the turning on and off of genes—which is fundamental to how all our cells function. The chromatin regulatory system is implicated in approximately 50 percent of all cancers, and understanding how this system works could lead to an entirely new class of precision medicines. To our knowledge, we are the only company with the ability to study and target the chromatin regulatory system at scale, in context, and in an integrated way.

Previous report

Our proprietary Gene Traffic Control platform provides an integrated and mechanistic understanding of how the various components of the chromatin regulatory system interact, allowing us to identify, validate and potentially drug targets within this system. We have developed unique capabilities that have yielded new insights and scalability in drugging this new, previously untapped and promising area.

Previous report

We cannot provide assurances as to the timing of future milestones, royalty payments and economics associated with the strategic collaboration with Lilly, if any.

Previous report

•a decrease in facilities and IT related expenses and other costs of $1.5 million primarily driven by a reduction in rent and building maintenance costs associated with the Company’s new office lease in Watertown, Massachusetts; and

Previous report

•a decrease in facilities and IT related expenses and other costs of $3.6 million primarily driven by a reduction in rent and building maintenance costs associated with the Company’s new office lease in Watertown, Massachusetts; and
Reworded paragraphs (41)

Previous 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.

Current wording

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

Since our inception, we have focused substantially all of our resources on building our Gene Traffic Control platform, organizing and staffing our company, business planning, conducting discovery and research activities, raising capital, protecting our trade secrets, filing patent applications, identifying potential product candidates, undertaking preclinical studies and clinical trial activities, establishing arrangements with third parties for the manufacture of initial quantities of our product candidates and component materials and initiating two strategic collaborations. We do not have any products approved for sale and have not generated any revenue from product sales.

Current wording

Since our inception, we have focused substantially all of our resources on building our platform and capabilities, organizing and staffing our company, business planning, conducting discovery and research activities, raising capital, protecting our trade secrets, filing patent applications, identifying potential product candidates, undertaking preclinical studies and clinical trial activities, establishing arrangements with third parties for the manufacture of initial quantities of our product candidates and component materials and initiating two strategic collaborations. We do not have any products approved for sale and have not generated any revenue from product sales.

Previous wording

The Lilly Collaboration Agreement generally provides that Lilly and Foghorn will co-develop and co-commercialize certain “joint” programs for the U.S., and these joint programs will be subject to a U.S. profit and expense share. Outside the U.S., the joint programs are subject to a world-wide research and development expense share and ex-U.S. royalties. The joint programs include the selective SMARCA2 oncology program that includes both a selective inhibitor (FHD-909) and a selective degrader, as well as an additional undisclosed oncology target. The collaboration also includes three discovery programs that will leverage Foghorn’s proprietary Gene Traffic Control platform which are subject to customary royalties and milestones and are not subject to co-development, co-commercialization rights.

Current wording

The Lilly Collaboration Agreement generally provided that Lilly and Foghorn would co-develop and co-commercialize certain “joint” programs for the U.S., and these joint programs would be subject to a U.S. profit and expense share. Outside the U.S., the joint programs were subject to a world-wide research and development expense share and ex-U.S. royalties. The joint programs included the selective SMARCA2 oncology program that included both a selective inhibitor (FHD-909) and a selective degrader, as well as an additional undisclosed oncology target. The collaboration also included three discovery programs that leveraged Foghorn’s proprietary Gene Traffic Control platform which were subject to customary royalties and milestones and were not subject to co-development, co-commercialization rights.

Previous wording

FHD-909, a selective allosteric ATPase inhibitor of SMARCA2 developed in collaboration with Lilly, was transitioned to Lilly during the third quarter of 2023, which triggered the 50/50 cost share for the SMARCA2 programs. Costs related to the cost-share are included in research and development expenses on the consolidated statements of operations and comprehensive loss.

Current wording

FHD-909, a selective allosteric ATPase inhibitor of SMARCA2 developed in collaboration with Lilly, was transitioned to Lilly during the third quarter of 2023, which triggered the 50/50 cost share for the SMARCA2 programs. Costs related to the cost-share are included in research and development expenses on the consolidated statements of operations and comprehensive income (loss).

Previous 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.

Current wording

We have incurred significant operating losses since our inception and had an accumulated deficit of $601.4 million as of September 30, 2026. Although we generated net income of $31.1 million for the nine months ended September 30, 2026, primarily as a result of deferred revenue recognized under our collaboration agreement with Lilly, we expect to continue to incur operating losses in future periods. 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 expect that our expenses and capital requirements will increase substantially in connection with our ongoing activities, particularly if and as we:

Current wording

Although we expect that our operating expenses and capital requirements will decrease in the near term as a result of our proprietary pipeline prioritization and the anticipated cost savings from the 2026 reduction in force, we expect that our expenses and capital requirements may increase in the future in connection with our ongoing activities, particularly if and as we:

Previous wording

• advance FHD-909 and other product candidates partnered with Lilly, and continue preclinical and clinical development of product candidates from our current portfolio;

Current wording

• advance preclinical development of product candidates from our current portfolio;

Previous wording

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of equity offerings, debt financings and collaborations or licensing arrangements and the Lilly Collaboration Agreement. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back our development or commercialization plans for one or more of our product candidates.

Current wording

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of equity offerings, debt financings and collaborations or licensing arrangements. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back our development or commercialization plans for one or more of our product candidates.

Previous wording

In December of 2021, we entered into a strategic collaboration with Lilly to create novel oncology medicines by applying Foghorn’s proprietary Gene Traffic Control platform. The collaboration includes a U.S. co-development and co-commercialization agreement for the aforementioned selective SMARCA2 (BRM) oncology program and an additional undisclosed oncology target. In addition, the collaboration includes three additional discovery programs using Foghorn’s proprietary Gene Traffic Control platform. Under the terms of the collaboration, Foghorn received upfront consideration of $300.0 million in cash pursuant to the Lilly Collaboration Agreement, together with an equity investment by Lilly of $80.0 million in shares of Foghorn Common Stock pursuant to the Lilly SPA.

Current wording

In December of 2021, we entered into a strategic collaboration with Lilly to create novel oncology medicines by applying Foghorn’s proprietary Gene Traffic Control platform. The collaboration included a U.S. co-development and co-commercialization agreement for the aforementioned selective SMARCA2 (BRM) oncology program and an additional undisclosed oncology target. In addition, the collaboration included three additional discovery programs using Foghorn’s proprietary Gene Traffic Control platform. Under the terms of the collaboration, Foghorn received upfront consideration of $300.0 million in cash pursuant to the Lilly Collaboration Agreement, together with an equity investment by Lilly of $80.0 million in shares of Foghorn Common Stock pursuant to the Lilly SPA.

Previous wording

For the additional discovery programs, Foghorn will lead discovery and early research activities. Foghorn may receive up to a total of $1.3 billion in potential development and commercialization milestones. Additionally, Foghorn will have an option to participate in a percentage of the U.S. economics and is eligible to receive tiered royalties from the mid-single digit to low-double digit range on sales outside the U.S. that may be exercised after the successful completion of the dose-finding toxicity studies.

Current wording

For the SMARCA2 selective program and the additional undisclosed target program, Foghorn agreed to lead discovery and early research activities, while Lilly agreed to lead development and commercialization activities with participation from Foghorn in operational activities and cost sharing. Foghorn and Lilly agreed to share 50/50 in the U.S. economics, with Foghorn being eligible to receive royalties on ex-U.S. sales starting in the low double-digit range and escalating into the twenties based on revenue levels. For the additional discovery programs, Foghorn agreed to lead discovery and early research activities. Foghorn was eligible to receive up to a total of $1.3 billion in potential development and commercialization milestones. Additionally, Foghorn had an option to participate in a percentage of the U.S. economics and was eligible to receive tiered royalties from the mid-single digit to low-double digit range on sales outside the U.S. that could be exercised after the successful completion of the dose-finding toxicity studies.

Previous wording

In the third quarter of 2023, we transitioned the Selective SMARCA2 inhibitor, FHD-909, to Lilly, for which Lilly leads and the Company participates and shares in 50% of the costs until at least registrational trials. Costs incurred will continue to be included in research and development expenses on the condensed consolidated statements of operations and comprehensive loss.

Current wording

In the third quarter of 2023, we transitioned the Selective SMARCA2 inhibitor, FHD-909, to Lilly, for which Lilly led and the Company participated and shared in 50% of the costs until at least registrational trials. Costs incurred continue to be included in research and development expenses on the condensed consolidated statements of operations and comprehensive income (loss).

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 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.

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 September 30, 2026 and 2025, we recognized $83.5 million and $8.2 million, respectively, of revenue under the Lilly Collaboration Agreement. For the nine months ended September 30, 2026 and 2025, we recognized $102.9 million and $21.7 million, respectively, of revenue under the Lilly Collaboration Agreement. Included in the three and nine months ended September 30, 2026 revenue amounts was a $74.1 million cumulative catch-up adjustment primarily related to updated estimated future costs for the decision to not advance FHD-909 and the SMARCA2 selective degrader, as discussed above, recognized in the third quarter of 2026. Included in the nine months ended September 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, recognized in the second quarter of 2026. As of September 30, 2026, we had $146.3 million of deferred revenue related to the above mentioned upfront payment and revenue allocation remaining on our condensed consolidated balance sheets.

Previous wording

We expect that our research and development expenses may increase in the future as we advance our programs into clinical development and continue our discovery, research and preclinical activities in the near term and in the future. At this time, we cannot accurately estimate or know the nature, timing and costs of the efforts that will be necessary to complete the preclinical and clinical development of any product candidates we may develop. A change in the outcome of any number of variables with respect to product candidates we may develop could significantly change the costs and timing associated with the development of that product candidate. We may never succeed in obtaining regulatory approval for any product candidates we may develop. In addition, given the uncertainties associated with the current geopolitical and economic and trade environment, our research and development expenses may increase in an unpredictable manner.

Current wording

We expect that our research and development expenses may increase in the future as we advance our proprietary programs into clinical development and continue our discovery, research and preclinical activities in the near term and in the future. At this time, we cannot accurately estimate or know the nature, timing and costs of the efforts that will be necessary to complete the preclinical and clinical development of any product candidates we may develop. A change in the outcome of any number of variables with respect to product candidates we may develop could significantly change the costs and timing associated with the development of that product candidate. We may never succeed in obtaining regulatory approval for any product candidates we may develop. In addition, given the uncertainties associated with the current geopolitical and economic and trade environment, our research and development expenses may increase in an unpredictable manner.

Previous wording

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

Current wording

Comparison of the Three and Nine Months Ended September 30, 2026 and 2025

Previous wording

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

Current wording

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

Previous wording

Collaboration revenue was $19.3 million for the six months ended June 30, 2026, compared to $13.5 million for the six 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.

Current wording

Collaboration revenue was $83.5 million for the three months ended September 30, 2026, compared to $8.2 million for the three months ended September 30, 2025. The increase in collaboration revenue is primarily attributed to the $74.1 million cumulative catch-up adjustment related to updated future cost estimates resulting from the decision to not advance FHD-909 and the SMARCA2 selective degrader.

Previous 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.

Current wording

Collaboration revenue was $102.9 million for the nine months ended September 30, 2026, compared to $21.7 million for the nine months ended September 30, 2025. The increase in collaboration revenue is primarily attributed to the $74.1 million cumulative catch-up adjustment related to updated future cost estimates resulting from the decision to not advance FHD-909 and the SMARCA2 selective degrader and 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 and six months ended June 30, 2026 and 2025:

Current wording

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

Previous 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:

Current wording

Research and development expenses were $18.8 million for the three months ended September 30, 2026, compared to $20.0 million for the three months ended September 30, 2025. The decrease is attributed to the following:

Previous 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

Current wording

•a decrease in Lilly partnered programs of $2.2 million, primarily driven by the timing of certain costs related to the Phase 1 dose escalation study of FHD-909; and

Previous wording

General and administrative expenses were $12.9 million for the six months ended June 30, 2026, compared to $14.1 million for the six months ended June 30, 2025. The decrease is primarily attributed to a decrease in facilities and IT related expenses and other costs of $1.0 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

•a decrease in facilities and IT related expenses and other costs of $1.0 million primarily driven by a reduction in rent and building maintenance costs associated with the Company’s new office lease in Watertown, Massachusetts; and

Previous 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

Current wording

•a decrease in personnel related costs of $0.7 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 $6.1 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 $1.7 million, which was due to continued investment and development of our platform and early research pipeline; and

Previous wording

•a decrease in FHD-286 costs of $1.4 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 change in FHD-286 costs of $1.0 million resulting from the change in estimate in the third quarter of 2025 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.

Previous wording

Research and development expenses were $36.8 million for the six months ended June 30, 2026, compared to $43.4 million for the six months ended June 30, 2025. The decrease is attributed to the following:

Current wording

Research and development expenses were $55.6 million for the nine months ended September 30, 2026, compared to $63.4 million for the nine months ended September 30, 2025. The decrease is attributed to the following:

Previous wording

•a decrease in Lilly partnered programs of $6.8 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 $8.9 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 personnel related costs of $1.0 million, including a $0.3 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 $1.7 million, including a $0.3 million decrease in stock-based compensation expense, due to decreased headcount in our research and development function compared to prior period; and

Previous 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

Current wording

•a decrease in FHD-286 costs of $0.4 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; partially offset by

Previous 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.

Current wording

•an increase in early development and other research external costs of $7.8 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 and six months ended June 30, 2026 and 2025:

Current wording

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

Previous 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.

Current wording

General and administrative expenses were $18.7 million for the nine months ended September 30, 2026, compared to $20.8 million for the nine months ended September 30, 2025. The decrease is primarily attributed to a decrease in facilities and IT related expenses and other costs of $1.2 million primarily driven by a reduction in rent and building maintenance costs associated with the Company’s new office lease in Watertown, Massachusetts, a decrease in professional and consulting costs of $0.5 million, and a decrease in personnel related costs of $0.4 million, including a $0.4 million decrease in stock-based compensation expense.

Previous 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.

Current wording

Other income, net was $1.5 million for the three months ended September 30, 2026, compared to $2.7 million for the three months ended September 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

Other income, net was $3.3 million for the six months ended June 30, 2026, compared to $7.2 million for the six 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.

Current wording

Other income, net was $4.8 million for the nine months ended September 30, 2026, compared to $9.9 million for the nine months ended September 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 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.

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 September 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 $6.3 million, of which $5.8 million was raised in the third quarter of 2026; and net proceeds of $49.7 million, after deducting offering costs of $0.3 million, from the January 2026 Offering. As of September 30, 2026, we had cash, cash equivalents and marketable securities of $156.2 million.

Previous 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.

Current wording

During the nine months ended September 30, 2026, operating activities used $61.4 million of cash, resulting from changes in our operating assets and liabilities of $100.6 million partially offset by our net income of $31.1 million and net non-cash charges of $8.1 million. Net cash used by changes in our operating assets and liabilities for the nine months ended September 30, 2026 consisted primarily of a decrease of $102.9 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 $2.3 million increase in operating lease liabilities.

Previous 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.

Current wording

During the nine months ended September 30, 2025, operating activities used $63.8 million of cash, resulting from our net loss of $52.6 million to fund our operations and by changes in our operating assets and liabilities of $23.9 million partially offset by net non-cash charges of $12.7 million. Net cash used by changes in our operating assets and liabilities for the nine months ended September 30, 2025 consisted primarily of a decrease of $21.7 million in deferred revenue resulting from the recognition of revenue on the upfront payments received in connection with the Lilly Collaboration Agreement, a $5.8 million decrease in operating lease liabilities partially offset by a $3.5 million net increase in working capital.

Previous 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.

Current wording

During the nine months ended September 30, 2026, net cash provided by investing activities was $3.5 million consisting of $121.2 million of marketable securities maturing partially offset by $117.6 million of purchases of marketable securities.

Previous 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.

Current wording

During the nine months ended September 30, 2025, net cash provided by investing activities was $98.8 million consisting of $196.1 million of marketable securities maturing partially offset by $97.3 million of purchases of marketable securities.

Previous 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”).

Current wording

During the nine months ended September 30, 2026, net cash provided by financing activities was $56.0 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 nine months ended September 30, 2026, $5.8 million net proceeds from the sale of common stock under our ATM Facility, and net proceeds of $0.6 million from the exercise of common stock options and the 2020 Employee Stock Purchase Plan (“ESPP”).

Previous 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.

Current wording

During the nine months ended September 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.

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Previous report — wording carried elsewhere

For the SMARCA2 selective program and the additional undisclosed target program, Foghorn will lead discovery and early research activities, while Lilly will lead development and commercialization activities with participation from Foghorn in operational activities and cost sharing. Foghorn and Lilly will share 50/50 in the U.S. economics, and Foghorn is eligible to receive royalties on ex-U.S. sales starting in the low double-digit range and escalating into the twenties based on revenue levels.