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): August 16, 2022

Foghorn Therapeutics Inc.

(Exact name of registrant as specified in its 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 16, 2022, the Board of Directors (the “Board”) of Foghorn Therapeutics Inc. (the “Company”), upon the recommendation of the Board’s Nominating and Corporate Governance Committee, elected B. Lynne Parshall to the Board as a Class III Director with a term to expire at the 2023 annual meeting of stockholders.

Ms. Parshall will be compensated for her service as a director in accordance with the Company’s non-employee director compensation policy. Ms. Parshall was awarded an option to purchase 32,000 shares of the Company’s common stock on the effective date of her appointment, which option will vest annually in equal amounts over three years, subject in each case to her continued service through the applicable vesting date.

Upon her election to the Board, Ms. Parshall was appointed as the chair of the Audit Committee of the Board.

Ms. Parshall does not have a material direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Ms. Parshall and any other person pursuant to which she was selected as a director. The Company plans to enter into an indemnification agreement with Ms. Parshall, which will provide her with indemnification in connection with her service as a member of the Board.

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.

Date: August 17, 2022