Foghorn Therapeutics Faces Nasdaq Listing Rule Violation

TL;DR

Foghorn got a notice from Nasdaq for failing a listing rule - stock might get delisted.

AI Summary

Foghorn Therapeutics Inc. announced on January 23, 2025, that it received a notice from the Nasdaq Stock Market indicating a failure to meet a continued listing rule. The company is currently evaluating the notice and plans to respond to Nasdaq.

Why It Matters

This notice could lead to the delisting of Foghorn Therapeutics' stock from the Nasdaq, potentially impacting its liquidity and investor confidence.

Risk Assessment

Risk Level: medium — Failure to meet listing rules poses a risk of delisting, which can negatively impact stock price and liquidity.

Key Players & Entities

• Foghorn Therapeutics Inc. (company) — Registrant
• Nasdaq Stock Market (company) — Listing Exchange
• January 23, 2025 (date) — Date of notice

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share FHTX The Nasdaq Glo

Filing Documents

• fhtx-20250123.htm (8-K) — 30KB
• 0001628280-25-002466.txt ( ) — 154KB
• fhtx-20250123.xsd (EX-101.SCH) — 2KB
• fhtx-20250123_lab.xml (EX-101.LAB) — 22KB
• fhtx-20250123_pre.xml (EX-101.PRE) — 13KB
• fhtx-20250123_htm.xml (XML) — 3KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing. On January 23, 2025, Foghorn Therapeutics Inc. (the "Company") received a notice (the "Notice") from the Nasdaq Stock Market LLC (the "Nasdaq") notifying the Company that it no longer complies with Nasdaq's audit committee requirements as set forth in Nasdaq Listing Rule 5605. Nasdaq Listing Rule 5605 requires, among other things, that each listed company must have an audit committee comprised of at least three members, each of whom must meet certain independence and other qualifications as set forth in such rule. As a result of the previously reported resignation of Adam M. Koppel, M.D., Ph.D. from the Board of Directors of the Company (the "Board") and Audit Committee of the Board (the "Audit Committee") effective December 29, 2024, there is a vacancy on the Company's Audit Committee and the Audit Committee is currently comprised of only two qualified directors. The Notice further states that pursuant to Nasdaq Listing Rule 5605(c)(4), Nasdaq will provide a cure period in order to regain compliance with Listing Rule 5605, which cure period will expire upon (i) the earlier of the Company's next annual shareholders meeting or December 29, 2025; or (ii) if the next annual shareholders meeting is held before June 27, 2025, then the Company must evidence compliance no later than June 27, 2025. The Board intends to appoint a new or existing independent Board member to the Audit Committee and expects to be compliant with the Audit Committee composition requirements of Nasdaq Listing Rule 5605 by or before the end of the cure period described above.

SIGNATURES

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. FOGHORN THERAPEUTICS INC. By: /s/ Kristian Humer Kristian Humer Chief Financial Officer Date: January 24, 2025

View Full Filing

View this 8-K filing on SEC EDGAR