Forte Biosciences Inc SEC Filings

Forte Biosciences (FBRX) has a joint Schedule 13G/A showing Ikarian Capital, LLC and Neil Shahrestani report shared beneficial ownership of 617,667 shares of common stock, representing 4.99% of the company's outstanding stock. The reported holdings include 141,224 shares that may be acquired within 60 days upon exercise of warrants, although exercise is restricted to prevent exceeding the 4.99% threshold. The beneficial ownership is held through Ikarian Healthcare Master Fund and certain separately managed accounts, with Ikarian Capital acting as investment adviser and Mr. Shahrestani controlling Ikarian Capital. The filing states these securities are held in the ordinary course of business and not for the purpose of changing control.

Janus Henderson Group plc and an affiliated master fund report beneficial ownership of 657,509 shares of Forte Biosciences common stock, representing 9.9% of the class. The filing shows the reporting persons hold shared voting and shared dispositive power over these shares and report no sole voting or dispositive power. The statement certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The filing also includes a power of attorney authorizing named compliance officers to execute related reporting documents.

Tybourne Capital Management and affiliated entities filed Amendment No. 2 to Schedule 13G disclosing beneficial ownership of 1,268,086 Forte Biosciences (FBRX) shares—exactly 9.99 % of the outstanding common stock as of 30 June 2025. The position includes 786,647 common shares plus 481,439 shares underlying pre-funded warrants. A further 739,147 warrant shares remain unexercisable due to a contractual 9.99 % ownership cap.

Voting and dispositive authority is shared among Tybourne Capital Management (HK) Ltd., Tybourne Strategic Opportunities GP II Ltd., Tybourne Capital Management Ltd., Tybourne Kesari Ltd., and principal Viswanathan Krishnan; none holds sole authority. The securities are held for private investment funds advised by Tybourne and were acquired "in the ordinary course," with no intent to influence control. Ownership percentages are calculated against the issuer’s 12,212,117 shares outstanding following its 26 Jun 2025 public offering.

Schedule 13G filing for Forte Biosciences, Inc. (NASDAQ: FBRX) discloses that Federated Hermes, Inc., together with the Voting Shares Irrevocable Trust and members of the Donahue family, holds 1,072,233 common shares of FBRX, representing 8.78 % of the outstanding class as of 30 June 2025. The group reports sole voting and dispositive power over the entire position; no shares are reported as shared voting or shared dispositive power.

The filing is made on Schedule 13G, indicating a passive investment intent rather than an attempt to influence control (Schedule 13D). Item 10 certifications affirm the securities were acquired in the ordinary course of business and not for the purpose of changing or influencing control. Each reporting person—Federated Hermes (a Pennsylvania parent holding company), the Voting Shares Irrevocable Trust, and individual trustees Thomas R., Ann C. and J. Christopher Donahue—has signed the certification dated 7 July 2025.

Key takeaways for investors:

• Institutional Support: Nearly 9 % stake by a well-known asset-manager-led group may suggest confidence in Forte’s prospects.
• Passive Nature: Schedule 13G signals no activist agenda; limited immediate governance impact.
• Ownership Threshold: The stake exceeds the 5 % disclosure trigger but remains below 10 %, keeping the group under certain regulatory thresholds (e.g., Hart-Scott-Rodino pre-merger filing).

Forte Biosciences (FBRX) announced a public offering of 5,630,450 shares of common stock at $12.00 per share and 619,606 pre-funded warrants at $11.999 per warrant. The total offering value is approximately $75 million, with net proceeds of $70.5 million after underwriting discounts.

Key offering details:

• Pre-funded warrants have $0.001 exercise price with no expiration
• Underwriters granted 30-day option to purchase additional 937,508 shares
• Joint book-runners: TD Cowen, Evercore ISI, Guggenheim Securities, and Chardan

The company recently reported positive Phase 1b trial results for FB102 in celiac disease, showing: statistically significant benefits in VCIEL endpoint (p=0.0099), 73% improvement in Vh:Cd ratio, and 42% reduction in GI symptoms versus placebo. FB102 is an anti-CD122 monoclonal antibody targeting autoimmune conditions, currently in trials for celiac disease and vitiligo.

Forte Biosciences (NASDAQ:FBRX) announced a significant public offering of common stock and pre-funded warrants. The company plans to issue 5,630,450 shares at $12.00 per share and 619,606 pre-funded warrants at $11.999 per warrant. The offering, expected to close around June 26, 2025, will generate approximately $75.0 million in gross proceeds (potentially $80.5 million if underwriters exercise their option). Net proceeds of approximately $70.0 million are expected to fund operations into 2027. The offering is being managed by TD Securities, Evercore, Guggenheim Securities, and Chardan Capital Markets.