Form SCHEDULE 13G/A Foghorn Therapeutics Filed by: Flynn James E
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Foghorn Therapeutics Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Deerfield Mgmt, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,139,523.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.64 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Comprised of (i) 4,394,367 shares of common stock and (ii) 745,156 shares of common stock issuable upon exercise of warrants, which, in each case, are held by Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner. The provisions of the warrants beneficially owned by the reporting person restrict the exercise of such securities to the extent that after such exercise the holder, its affiliates and other persons whose beneficial ownership of common stock would be aggregated for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 9.99% of the total number of shares of the Issuer then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Deerfield Management Company, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,139,523.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.64 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Comprised of (i) 4,394,367 shares of common stock and (ii) 745,156 shares of common stock issuable upon exercise of warrants, which, in each case, are held by Deerfield Partners, L.P., of which Deerfield Management Company, L.P. is the investment advisor. The provisions of the warrants beneficially owned by the reporting person restrict the exercise of such securities to the extent that after such exercise the holder, its affiliates and other persons whose beneficial ownership of common stock would be aggregated for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 9.99% of the total number of shares of the Issuer then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Deerfield Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,139,523.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.64 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Comprised of (i) 4,394,367 shares of common stock and (ii) 745,156 shares of common stock issuable upon exercise of warrants. The provisions of the warrants beneficially owned by the reporting person restrict the exercise of such securities to the extent that after such exercise the holder, its affiliates and other persons whose beneficial ownership of common stock would be aggregated for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 9.99% of the total number of shares of the Issuer then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
James E. Flynn | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,139,523.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.64 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Comprised of (i) 4,394,367 shares of common stock and (ii) 745,156 shares of common stock issuable upon exercise of warrants, which, in each case, are held by Deerfield Partners, L.P. The provisions of the warrants beneficially owned by the reporting person restrict the exercise of such securities to the extent that after such exercise the holder, its affiliates and other persons whose beneficial ownership of common stock would be aggregated for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 9.99% of the total number of shares of the Issuer then outstanding (the "Ownership Cap"). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon exercise of such warrants to the extent that upon such exercise the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Foghorn Therapeutics Inc. | |
| (b) | Address of issuer's principal executive offices:
99 Coolidge Ave, Suite 500, Watertown, MA 02472 | |
| Item 2. | ||
| (a) | Name of person filing:
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Partners, L.P. and Deerfield Management Company, L.P. | |
| (b) | Address or principal business office or, if none, residence:
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Partners, L.P. and Deerfield Management Company, L.P., 345 Park Avenue South, 12th Floor, New York, NY 10010 | |
| (c) | Citizenship:
Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and Deerfield Partners, L.P. - Delaware limited partnerships;
James E. Flynn - United States citizen | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Deerfield Mgmt, L.P. - 5,139,523 shares
Deerfield Management Company, L.P. - 5,139,523 shares
Deerfield Partners, L.P. - 5,139,523 shares
James E. Flynn - 5,139,523 shares | |
| (b) | Percent of class:
Deerfield Mgmt, L.P. - 8.64%
Deerfield Management Company, L.P. - 8.64%
Deerfield Partners, L.P. - 8.64%
James E. Flynn - 8.64% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
All Reporting Persons - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Deerfield Mgmt, L.P. - 5,139,523
Deerfield Management Company, L.P. - 5,139,523
Deerfield Partners, L.P. - 5,139,523
James E. Flynn - 5,139,523 | ||
| (iii) Sole power to dispose or to direct the disposition of:
All Reporting Persons - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Deerfield Mgmt, L.P. - 5,139,523
Deerfield Management Company, L.P. - 5,139,523
Deerfield Partners, L.P. - 5,139,523
James E. Flynn - 5,139,523 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit B | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C. Power of Attorney (1).
(1) Power of Attorney previously filed as Exhibit 24 to a Form 3 with regard to BiomX Inc. filed with the Securities and Exchange Commission on March 19, 2024 by Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Mgmt V, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Management Company, L.P. and James E. Flynn. |
ATTACHMENTS / EXHIBITS