argenx to acquire Forte Biosciences (NASDAQ: FBRX) in $77 cash tender

Rhea-AI Filing Summary

argenx BV, through its wholly owned subsidiary Avena Merger Sub Inc., has commenced a cash tender offer to acquire all outstanding shares of common stock of Forte Biosciences, Inc. at $77.00 per share, net to the seller in cash, without interest and subject to applicable tax withholding.

The offer is being made on the terms and subject to the conditions set out in an Offer to Purchase dated August 6, 2026 and a related Letter of Transmittal, which are being sent to Forte stockholders together with Forte’s Schedule 14D-9 filed with the SEC. The transaction is supported by an Agreement and Plan of Merger dated July 26, 2026 among Forte, argenx BV and Avena Merger Sub Inc., and a separate Tender and Support Agreement with certain Forte stockholders, both incorporated by reference.

Key Figures

Tender offer price: $77.00 per Share Par value: $0.001 per share Offer to Purchase date: August 6, 2026 +3 more

6 metrics

Tender offer price $77.00 per Share Cash consideration per Forte Biosciences common share offered by Avena Merger Sub Inc.

Par value $0.001 per share Par value of Forte Biosciences common stock subject to the tender offer

Offer to Purchase date August 6, 2026 Dated as of the formal Offer to Purchase sent to Forte stockholders

Merger Agreement date July 26, 2026 Agreement and Plan of Merger among Forte, argenx BV and Avena Merger Sub Inc.

Tender and Support Agreement date July 26, 2026 Tender and Support Agreement with certain Forte stockholders

Confidentiality Agreement date April 8, 2026 Confidentiality and Nondisclosure Agreement between argenx BV and Forte

Key Terms

Offer to Purchase, Letter of Transmittal, Agreement and Plan of Merger, Tender and Support Agreement, +1 more

5 terms

Offer to Purchase regulatory

"upon the terms and subject to the conditions set forth in the Offer to Purchase"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal regulatory

"and the related Letter of Transmittal (as it may be amended or supplemented)"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Agreement and Plan of Merger regulatory

"Agreement and Plan of Merger, dated as of July 26, 2026, by and among Forte"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Tender and Support Agreement regulatory

"Form of Tender and Support Agreement, dated as of July 26, 2026"

Schedule 14D-9 regulatory

"together with the Schedule 14D-9 filed with the Securities and Exchange Commission"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/06/2026 - 07:18 AM Accepted by SEC EDGAR 08/06/2026 - 07:06 AM Learn about SEC filing dates

FAQ

What is argenx offering to pay per share for Forte Biosciences (FBRX)?

argenx, via Avena Merger Sub Inc., is offering $77.00 in cash per share for all outstanding Forte Biosciences common stock, net to the seller, without interest and subject to applicable tax withholding.

Who is making the tender offer for Forte Biosciences (FBRX) shares?

The offer is being made by Avena Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of argenx BV, pursuant to a cash tender offer for all outstanding Forte Biosciences common shares.

What documents govern the $77 cash tender offer for Forte Biosciences (FBRX)?

The offer is governed by an Offer to Purchase dated August 6, 2026 and a related Letter of Transmittal, along with an Agreement and Plan of Merger dated July 26, 2026 among Forte, argenx BV and Avena Merger Sub Inc.

How will Forte Biosciences (FBRX) stockholders receive information about the tender offer?

Stockholders will receive the Offer to Purchase and Letter of Transmittal by mail, sent together with Forte’s Schedule 14D-9 filed with the SEC on August 6, 2026, which provides the company’s related disclosure.

Are there support agreements backing the argenx tender offer for Forte Biosciences (FBRX)?

Yes. There is a Tender and Support Agreement dated July 26, 2026 among Forte, argenx BV, Avena Merger Sub Inc. and certain Forte stockholders, requiring those stockholders to support the transaction terms.

When were the main agreements for the Forte Biosciences (FBRX) sale to argenx signed?

The Agreement and Plan of Merger and the Tender and Support Agreement were each dated July 26, 2026, preceding the Offer to Purchase dated August 6, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

FORTE BIOSCIENCES, INC.

(Name of Subject Company (Issuer))

AVENA MERGER SUB INC.

(Offeror)

A Wholly Owned Subsidiary of

ARGENX BV

(Parent of Offeror)

A Wholly Owned Subsidiary of

ARGENX SE

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, par value $0.001 per share

(Title of Class of Securities)

34962G208

(CUSIP Number of Class of Securities)

Hemamalini (Malini) Moorthy

argenx BV

Industriepark Zwijnaarde 7

9052 Zwijnaarde (Ghent)

Belgium

+31(0)10 70 38 441

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Damien Zoubek, Esq.

Oliver J. Board, Esq.

Freshfields US LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

(212) 277-4000

 ☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☑
Third-party offer subject to Rule 14d-1.

 ☐
Issuer tender offer subject to Rule 13e-4.

 ☐
Going-private transaction subject to Rule 13e-3.

 ☐
Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 ☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 ☐
Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

Items 1 through 9 and Item 11.

This Tender Offer Statement on Schedule TO (together with any amendments or supplements hereto, this “Schedule TO”) relates to the offer by Avena Merger Sub Inc., a Delaware corporation (“Purchaser”), and a wholly owned subsidiary of argenx BV, a private company with limited liability (besloten vennootschap) organized under Belgian law (“Parent”), to acquire all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Forte Biosciences, Inc., a Delaware corporation (“Forte”), for $77.00 per Share, net to the seller in cash, without interest, subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 6, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. The Offer to Purchase and the Letter of Transmittal are being mailed to stockholders of Forte together with the Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2026 by Forte.

The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO, except as otherwise set forth below.

Item 10.
Financial Statements.

Not applicable.

1

Item 12.
Exhibits.

Exhibit No.			Description
(a)(1)(i)*			Offer to Purchase, dated August 6, 2026.
(a)(1)(ii)*			Form of Letter of Transmittal (including IRS Form W-9).
(a)(1)(iii)*			Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(iv)*			Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)*			Summary Advertisement, as published in the New York Times on August 6, 2026.
(a)(5)(i)			Joint press release issued by argenx SE and Forte Biosciences, Inc., dated July 27, 2026 (incorporated by reference to Exhibit 99.1 to the first argenx BV Pre-Commencement Communication on Schedule TO filed with the SEC on July 27, 2026).
(a)(5)(ii)			Investor presentation of argenx SE, dated July 27, 2026 (incorporated by reference to Exhibit 99.2 to the first argenx BV Pre-Commencement Communication on Schedule TO filed with the SEC on July 27, 2026).
(a)(5)(iii)			Social media posts of argenx SE, dated July 27, 2026 (incorporated by reference to Exhibit 99.3 to the first argenx BV Pre-Commencement Communication on Schedule TO filed with the SEC on July 27, 2026).
(a)(5)(iv)			Transcript of investor call of argenx SE, dated July 27, 2026 (incorporated by reference to Exhibit 99.1 to the second argenx BV Pre-Commencement Communication on Schedule TO filed with the SEC on July 28, 2026).
(b)			Not applicable.
(c)			Not applicable.
(d)(1)**			Agreement and Plan of Merger, dated as of July 26, 2026, by and among Forte Biosciences, Inc., argenx BV and Avena Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Forte Biosciences, Inc. Current Report on Form 8-K filed with the SEC on July 27, 2026).
(d)(2)			Form of Tender and Support Agreement, dated as of July 26, 2026, by and among Forte Biosciences, Inc., argenx BV, Avena Merger Sub Inc. and certain stockholders of Forte Biosciences, Inc. (incorporated by reference to Exhibit 10.1 to the Forte Biosciences, Inc. Current Report on Form 8-K filed with the SEC on July 27, 2026).
(d)(3)*			Confidentiality and Nondisclosure Agreement, dated April 8, 2026, by and between argenx BV and Forte Biosciences, Inc.
(g)			Not applicable.
(h)			Not applicable.
107*			Filing Fee Table.

*
Filed herewith

**
Certain schedules have been omitted pursuant to Instruction 1 to Item 1016 of Regulation M-A. The filing persons agree to furnish supplementally a copy of any omitted schedule upon request by the SEC.

2

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 6, 2026

AVENA MERGER SUB INC.
By:			/s/ Hemamalini (Malini) Moorthy
Name:			Hemamalini (Malini) Moorthy
Title:			Vice President & Secretary

ARGENX BV
By:			/s/ Arjen Lemmen
Name:			Arjen Lemmen
Title:			VP Corporate Development & Strategy

ARGENX SE
By:			/s/ Karen Massey
Name:			Karen Massey
Title:			Chief Executive Officer