8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 21, 2021

Foghorn Therapeutics Inc.

(Exact Name of Registrant as Specified in Charter)

| ________________________ | | --- || Delaware | 001-39634 | 47-5271393 | | --- | --- | --- | | (State or Other Jurisdiction of Incorporation) | (Commission<br><br>File Number) | (IRS Employer Identification No.) || 500 Technology Square, Ste 700 | | | | | --- | --- | --- | --- | | | Cambridge, | MA | 02139 | | (Address of Principal Executive Offices) | | | (Zip Code) |

Registrant’s telephone number, including area code: (617) 586-3100

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

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).

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 1.02 Termination of a Material Definitive Agreement.

Effective December 21, 2021, the Loan and Security Agreement, dated November 19, 2020 (as amended, the “Loan Agreement”) by and among Oxford Finance LLC, a Delaware limited liability company, in its capacity as a Lender (as defined in the Loan Agreement) and as collateral agent, and Foghorn Therapeutics Inc., a Delaware corporation (the “Company”), was terminated after the prepayment by the Company of all of the outstanding obligations in respect of principal, interest, fees and expenses thereunder. The total amount of the prepayment was approximately $21.3 million, and the prepayment was made using cash on hand.

SIGNATURES

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.