Flagship Pioneering Amends Foghorn Therapeutics Stake

TL;DR

Flagship Pioneering just updated their 13D on Foghorn Therapeutics. Keep an eye on this one.

AI Summary

Flagship Pioneering Fund VII, L.P. and its affiliates have filed an amendment to their Schedule 13D concerning Foghorn Therapeutics Inc. as of May 24, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt. The filing is an amendment to a previous filing, suggesting ongoing activity or adjustments by Flagship Pioneering.

Why It Matters

This filing signals potential shifts in significant ownership of Foghorn Therapeutics by a major venture capital firm, which could influence the company's strategic direction or market perception.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by large investors can indicate strategic shifts or potential future actions that may impact the stock price.

Key Players & Entities

• Flagship Pioneering Fund VII, L.P. (company) — Filing entity
• Foghorn Therapeutics Inc. (company) — Subject company
• Noubar Afeyan (person) — Group member

FAQ

Key Financial Figures

• $0.0001 — INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
• $5.5099 — , for a price per Pre-Funded Warrant of $5.5099. ITEM6. CONTRACTS, ARRANGEMENTS, UND

Filing Documents

• d840889dsc13da.htm (SC 13D/A) — 192KB
• 0001193125-24-147157.txt ( ) — 194KB

of the Schedule 13D is hereby amended and restated as follows

Item 2 of the Schedule 13D is hereby amended and restated as follows: This Schedule 13D is being filed by the following persons (each a Reporting Person ): i. Flagship Ventures Fund V, L.P., a Delaware limited partnership ( Flagship Fund V ). The general partner of Flagship Fund V is Flagship Ventures Fund V General Partner LLC, a Delaware limited liability company ( Flagship Fund V GP ). ii. Flagship Fund V GP. Noubar B. Afeyan, Ph.D. ( Dr. Afeyan ) is the sole manager of Flagship Fund V GP. iii. Flagship Ventures Opportunities Fund I, L.P., a Delaware limited partnership ( Flagship Opportunities Fund I ). The general partner of Flagship Opportunities Fund I is Flagship Ventures Opportunities Fund I General Partner LLC, a Delaware limited liability company ( Flagship Opportunities Fund I GP ). iv. Flagship Opportunities Fund I GP. Dr. Afeyan is the sole manager of Flagship Opportunities Fund I GP. v. Flagship Pioneering Special Opportunities Fund II, L.P., a Delaware limited partnership ( Flagship Opportunities Fund II ). The general partner of Flagship Opportunities Fund II is Flagship Pioneering Special Opportunities Fund II General Partner LLC, a Delaware limited liability company ( Flagship Opportunities Fund II GP ). vi. Flagship Opportunities Fund II GP. The manager of Flagship Opportunities Fund II GP is Flagship Pioneering, Inc., a Delaware corporation ( Flagship Pioneering ). vii. Flagship Pioneering Fund VII, L.P., a Delaware limited partnership ( Flagship Fund VII and together with Flagship Fund V, Flagship Opportunities Fund I and Flagship Opportunities Fund II, the Flagship Funds ). The general partner of Flagship Fund VII is Flagship Pioneering Fund VII General Partner LLC, a Delaware limited liability company ( Flagship Fund VII GP ). viii. Flagship VII GP. The manager of Flagship VII GP is Flagship Pioneering. ix. Flagship Pioneering. Dr. Afeyan is the CEO, sole shareholder and director of Flagship Pioneering. x. Dr. Af

(a)-(c) of the Schedule 13D is hereby amended and restated as follows

Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows: (a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The ownership percentages reported are based on 55,328,655 outstanding shares of Common Stock, as reported in the Issuers prospectus supplement filed on May 20, 2024. The exercise of warrants held by the Flagship Funds is subject to a 9.99% beneficial ownership limitation, as described in Item 6 below; as such, the shares of Common Stock underlying Pre-Funded Warrants are excluded from the percent of class reported herein. CUSIP No. 344174 10 7 Flagship Fund V directly holds 9,330,878 shares of Common Stock. Flagship Fund V GP, as the general partner of Flagship Fund V, may be deemed to beneficially own the shares directly held by Flagship Fund V. Flagship Opportunities Fund I directly holds 1,491,441 shares of Common Stock. Flagship Opportunities Fund I GP, as the general partner of Flagship Opportunities Fund I, may be deemed to beneficially own the shares directly held by Flagship Opportunities Fund I. Flagship Opportunities Fund II may be deemed to beneficially own 3,666,715 shares of Common Stock, consisting of (i) 1,851,801 shares of Common Stock and (ii) 1,814,914 shares of Common Stock underlying warrants that are currently exercisable. Flagship Opportunities Fund II GP, as the general partner of Flagship Opportunities Fund II, and Flagship Pioneering, as the manager of Flagship Opportunities Fund II GP, may be deemed to beneficially own the shares beneficially owned by Flagship Opportunities Fund II. Flagship Fund VII may be deemed to beneficially own 1,814,915 shares of Common Stock underlying warrants that are currently exercisable. Flagship Fund VII GP, as the general partner of Flagship Fund VII, and Flagship Pioneering, and the manager of Flagship Fund VII GP, may be deemed to beneficially own the shares beneficially owned by Flagship Fund VI

View Full Filing

View this SC 13D/A filing on SEC EDGAR