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argenx to acquire Forte Biosciences (Nasdaq: FBRX) in $2.2B all-cash deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Forte Biosciences, Inc. agreed to be acquired by argenx via a two‑step transaction, starting with a cash tender offer at $77.00 per share, implying approximately $2.2 billion in equity value. Forte’s board unanimously recommended that stockholders accept the offer and tender their shares.

The tender offer will start within 10 business days, remain open at least 15 business days, and is conditioned on shares tendered exceeding 50% of those outstanding, Hart‑Scott‑Rodino clearance and other customary conditions, but not on financing. Following a successful offer, a short‑form merger under DGCL Section 251(h) will close at the same cash price, cashing out in‑the‑money options and RSUs and cancelling out‑of‑the‑money options. The merger agreement includes a $65 million termination fee in specified scenarios and a no‑shop with a fiduciary “Superior Offer” exception. Directors and officers holding about 1% of shares signed tender and support agreements. Closing is expected in Q3 2026.

Positive

  • $77 per share all‑cash offer values Forte Biosciences at about $2.2 billion, representing an approximately 86% premium to the company’s volume‑weighted average price since reporting positive Phase 1b vitiligo data on July 9, 2026.

Negative

  • None.

Insights

Analyzing...

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Offer Price $77.00 per share Cash tender offer price for each Forte Biosciences common share
Equity Value approximately $2.2 billion Total equity value implied by argenx’s acquisition of Forte Biosciences
Offer Premium approximately 86% Premium to Forte’s VWAP since July 9, 2026 Phase 1b vitiligo data
Termination Fee $65 million Payable by Forte Biosciences to argenx upon certain merger agreement terminations
Minimum Tender Condition more than 50% of Shares Shares tendered plus owned must exceed 50% of outstanding for the offer to close
Support Holders Stake approximately 1% of Shares Directors and officers’ holdings subject to tender and support agreements
Offer Period minimum 15 business days Initial open period for the cash tender offer after commencement
Outside Date November 30, 2026 Offer may be terminated if acceptance has not occurred by one minute after 11:59 p.m. ET
tender offer financial
"Purchaser will commence a tender offer (the “Offer”) within 10 business days"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Section 251(h) of the Delaware General Corporation Law regulatory
"the Merger will be effected under Section 251(h) of the Delaware General"
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"expiration or early termination of the waiting period applicable under the Hart-Scott-Rodino"
no-shop financial
"the Company is also subject to customary “no-shop” restrictions on its ability"
A no-shop is a contractual promise by a company that it will not seek, solicit, or negotiate alternative offers for a set period while a potential deal is being discussed. For investors, it matters because it increases the likelihood that a proposed transaction will proceed without competing bids, which can lock in a price or limit the chance of a higher offer; think of it like agreeing to date exclusively while one person decides whether to commit.
Superior Offer financial
"a Superior Offer is a bona fide written acquisition proposal for a majority"
termination fee financial
"The Company will be required to pay Parent a termination fee of $65 million"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.

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FAQ

What are the key terms of argenx’s acquisition of Forte Biosciences (FBRX)?
argenx will acquire Forte Biosciences through a cash tender offer at $77 per share, valuing the company at about $2.2 billion. After the offer, a DGCL Section 251(h) merger will cash out remaining shares at the same price.

What premium does the argenx offer represent for Forte Biosciences (FBRX) shareholders?
The $77 per share cash offer represents an approximately 86% premium to Forte Biosciences’ volume‑weighted average price since it reported positive Phase 1b vitiligo data on July 9, 2026, providing substantial incremental value versus recent trading levels.

What conditions must be satisfied for the Forte Biosciences (FBRX) tender offer to close?
Closing requires that tendered shares plus those already owned exceed 50% of outstanding shares, expiration or termination of the Hart‑Scott‑Rodino waiting period, and other customary conditions. The transaction is not subject to a financing condition.

How will Forte Biosciences (FBRX) options, RSUs and prefunded warrants be treated in the merger?
In‑the‑money stock options will be cashed out for the spread over the $77 merger consideration, out‑of‑the‑money options will be cancelled, and RSUs will convert into cash at $77 per underlying share. Prefunded warrants become exercisable for the cash merger consideration per share.

Is there a termination fee in the Forte Biosciences (FBRX) merger agreement with argenx?
Yes. Forte Biosciences must pay argenx a $65 million termination fee in specified circumstances, including if it terminates to enter a definitive agreement for a Superior Offer or if argenx terminates after the board changes its recommendation.

When is the argenx–Forte Biosciences (FBRX) acquisition expected to close?
The acquisition is expected to close in Q3 2026, subject to successful completion of the tender offer, satisfaction of regulatory and other customary conditions, and subsequent completion of a short‑form merger under Section 251(h) of the Delaware General Corporation Law.
false 0001419041 0001419041 2026-07-26 2026-07-26
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 26, 2026

 

 

Forte Biosciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38052   26-1243872
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

3060 Pegasus Park Dr., Building 6

Dallas, TX 75247

(Address of principal executive offices, including zip code)

(310) 618-6994

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, $0.001 par value per share   FBRX   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01

Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On July 26, 2026, Forte Biosciences, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with argenx BV, a private company with limited liability (besloten vennootschap) organized under Belgian Law (“Parent”), and Avena Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). The Merger Agreement provides for the acquisition of the Company by Parent in a two-step transaction, consisting of a tender offer followed by a subsequent merger of Purchaser with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent.

Pursuant to the Merger Agreement, Purchaser will commence a tender offer (the “Offer”) within 10 business days of the execution of the Merger Agreement, to acquire all of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), for $77.00 per Share, net to the seller in cash, without interest (as such amount may be amended or adjusted in accordance with the terms of the Merger Agreement, the “Offer Price”), subject to any required withholding tax. The Offer will initially remain open for a minimum of 15 business days from the date of commencement of the Offer, subject to extension pursuant to the terms of the Merger Agreement. The Company’s board of directors (the “Board”) has unanimously recommended that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

The obligation of Parent and Purchaser to consummate the Offer is subject to the satisfaction or waiver (to the extent permitted) of certain conditions set forth in the Merger Agreement, including that there will have been validly tendered and not validly withdrawn in the Offer a number of Shares that, considered together with all other Shares beneficially owned by Purchaser and its affiliates, would represent one more Share than 50% of the total number of Shares outstanding as of immediately following the consummation of the Offer (the “Minimum Condition”). In addition, the obligation of Purchaser to consummate the Offer is conditioned upon, among other things, the accuracy of the representations and warranties of the Company contained in the Merger Agreement (subject to certain materiality exceptions), material compliance by the Company with its covenants under the Merger Agreement, the expiration or early termination of the waiting period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and other customary closing conditions set forth in the Merger Agreement. Consummation of the Offer is not subject to a financing condition.

As soon as practicable following the acceptance by Purchaser of the Shares validly tendered and not validly withdrawn pursuant to the Offer (the time of such acceptance, the “Offer Acceptance Time”), subject to the satisfaction or waiver of limited customary conditions set forth in the Merger Agreement, the Merger will be effected under Section 251(h) of the Delaware General Corporation Law, as amended (“DGCL”), without a meeting or vote of the Company’s stockholders.

At the effective time of the Merger (the “Effective Time”), each issued and outstanding Share (other than certain Shares (i) owned by the Company, Parent, Purchaser or wholly owned direct or indirect subsidiaries of the Company or Parent, (ii) irrevocably accepted for purchase pursuant to the Offer, or (iii) for which holders have properly exercised and perfected their respective demands for appraisal of their Shares in accordance with Section 262 of the DGCL), will be converted into the right to receive the Offer Price in cash (the “Merger Consideration”), in each case without interest and subject to any required withholding taxes.

At the Effective Time, each Company option to purchase Shares (each, a “Company Option”) that is then outstanding and unexercised, whether or not vested, and which has a per share exercise price that is less than the Merger Consideration, will be canceled and converted into the right of the holder to receive (subject to any applicable withholding taxes) a lump-sum cash payment equal to (i) the excess (if any) of (a) the Merger Consideration over (b) the per Share exercise price subject to such Company Option, multiplied by (ii) the total number of Shares subject to such Company Option immediately prior to the Effective Time. At the Effective Time, each Company Option that is then outstanding and unexercised, whether or not vested, and which has a per share exercise price that is equal to or greater than the Merger Consideration, will be canceled with no consideration payable therefor.

 

At the Effective Time, each Company restricted stock unit with respect to Shares (each, a “Company RSU”) that is then outstanding, whether or not vested, will be canceled and converted into the right of the holder to receive (subject to any applicable withholding taxes) a lump-sum cash payment equal to (i) the Merger Consideration, multiplied by (ii) the total number of Shares subject to such Company RSU immediately prior to the Effective Time.

Following the Offer Acceptance Time, in accordance with the terms of the applicable warrant agreement, each Company pre-funded warrant to purchase Shares (each, a “Company Prefunded Warrant”) that is outstanding and unexercised as of the Offer Acceptance Time will become exercisable for the right to receive the Merger Consideration in respect of each Share issuable upon exercise in full thereof, without regard to any limitations on exercise contained in the applicable warrant agreement.

The Merger Agreement contains representations and warranties and covenants of the parties customary for a transaction of this nature, including that, on the terms and subject to the conditions of the Merger Agreement, the parties will use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by the Merger Agreement. The Company has agreed that, subject to certain exceptions, during the period from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, the Company will conduct its business in the ordinary course of business consistent with past practices and will not take certain actions, in each case, as set forth more fully in the Merger Agreement. Under the Merger Agreement, the Company is also subject to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding alternative acquisition proposals. However, prior to the Offer Acceptance Time, the Company may under certain circumstances set forth in the Merger Agreement provide information to and participate in discussions or negotiations with third parties with respect to an alternative acquisition proposal that the Board has determined constitutes or would reasonably be expected to result in a Superior Offer (as defined below) and where failure to do so would be inconsistent with fiduciary duties. A “Superior Offer” is a bona fide written acquisition proposal for a majority of the Company that did not result from a material breach of the “no-shop” restrictions and that the Board determines, in its good faith judgment, after consultation with outside legal counsel and its financial advisor, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects of the proposal and the person making the proposal and other aspects of the acquisition proposal that the Board deems relevant, and if consummated, would result in a transaction more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the transactions contemplated by the Merger Agreement, including the Offer and the Merger (including after giving effect to proposed revisions to the terms of the Merger Agreement, if any, made by Parent).

In addition, prior to the Offer Acceptance Time, the Board may, under certain circumstances set forth in the Merger Agreement (i) change its recommendation that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer or (ii) terminate the Merger Agreement to enter into a binding written definitive acquisition agreement providing for the consummation of the transaction contemplated by a Superior Offer (such agreement, a “Specified Agreement”), subject to the Company’s compliance with certain notice and other specified conditions set forth more fully in the Merger Agreement, including a requirement that the Company give Parent the opportunity to propose revisions to the terms of the Merger Agreement during a period following notice.

The Merger Agreement contains certain termination rights for the Company and Parent, including, among others, the right of (i) the Company to terminate the Merger Agreement in order to enter into a Specified Agreement, (ii) Parent to terminate the Merger Agreement as a result of the Board changing its recommendation to the Company’s stockholders with respect to the Offer, (iii) either the Company or Parent to terminate the Merger Agreement if the Offer Acceptance Time shall not have occurred on or prior to one minute after 11:59 p.m. Eastern Time on November 30, 2026 and (iv) either the Company or Parent to terminate the Merger Agreement if, as of any scheduled expiration of the Offer (subject to any extensions of the Offer pursuant to Merger Agreement), all conditions to the obligation of Parent and Purchaser to consummate the Offer other than the Minimum Condition have been satisfied or waived and the Minimum Condition has not been satisfied, in each case on the terms and subject to the conditions set forth in the Merger Agreement.

The Company will be required to pay Parent a termination fee of $65 million upon termination of the Merger Agreement under specified circumstances, including if the Company terminates the Merger Agreement in order to enter into a Specified Agreement or if Parent terminates the Merger Agreement as a result of the Board changing its recommendation to the Company’s stockholders with respect to the Offer. The termination fee will also be payable if (i) the Merger Agreement is terminated under certain circumstances, (ii) a bona fide acquisition proposal for a majority of the Company is publicly disclosed and not withdrawn prior to such termination and (iii) within 12 months of such termination, the

 

Company subsequently consummates an acquisition proposal for a majority of the Company or enters into a definitive agreement with respect to an acquisition proposal for a majority of the Company (and such acquisition proposal is ultimately consummated).

The representations and warranties of the Company contained in the Merger Agreement have been made solely for the benefit of Parent and Purchaser. In addition, such representations and warranties (i) have been made only for purposes of the Merger Agreement, (ii) are subject to various qualifications and disclosures, including for documents filed or furnished with the U.S. Securities and Exchange Commission (the “SEC”) by the Company prior to the date of the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the Company or its subsidiaries or business. Investors should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or business. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements and other documents that the Company files with the SEC, including in connection with the Offer.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

Tender and Support Agreements

On July 26, 2026, in connection with the execution and delivery of the Merger Agreement, each of the directors and executive officers of the Company, solely in their capacity as stockholders of the Company (collectively, the “Supporting Stockholders”), entered into a tender and support agreement (collectively, the “Support Agreements”) with Parent and Purchaser, pursuant to which each Supporting Stockholder agreed, among other things, (i) to tender all of the Shares held by such Supporting Stockholder in the Offer, subject to certain exceptions (including the valid termination of the Merger Agreement) and (ii) to, if applicable, vote all of such Supporting Stockholder’s Shares in favor of the Merger. The Supporting Stockholders collectively own an aggregate of approximately 1% of the outstanding Shares as of July 26, 2026. The Support Agreements will terminate upon the earliest of (i) the date and time upon which the Merger Agreement is validly terminated in accordance with its terms, and (ii) the date and time upon which the Merger becomes effective. The Support Agreements also contain customary restrictions on the transfer of Shares by the Supporting Stockholders prior to the termination of the Merger Agreement, subject to exceptions.

The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Support Agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 7.01.

Regulation FD Disclosure.

On July 26, 2026, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

 No. 

   

Description

 2.1    Agreement and Plan of Merger, dated as of July 26, 2026, by and among the Company, Parent and Purchaser*
10.1    Form of Tender and Support Agreement, dated as of July 26, 2026
99.1    Joint Press Release dated as of July 26, 2026
104    Cover Page Interactive Data File (formatted as Inline XBRL).

 

*

Schedules, exhibits and annexes to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules, exhibits and annexes upon request by the SEC.

Additional Information and Where to Find It

The Offer has not yet commenced. This document is for informational purposes only and is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any securities of the Company or any other entity, nor is it a substitute for any tender offer materials that Parent, Purchaser or the Company will file with the SEC. A solicitation and an offer to buy securities of the Company will be made only pursuant to an offer to purchase and related materials that Parent and Purchaser intend to file with the SEC. At the time the Offer is commenced, Parent and Purchaser will file a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the SEC, and the Company thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer. THE COMPANY’S SECURITYHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITYHOLDERS SHOULD READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. The offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be sent to all stockholders of the Company at no expense to them. The Tender Offer Statement on Schedule TO, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents will be made available for free at the SEC’s website at www.sec.gov. Investors and securityholders may also obtain, free of charge, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents that the Company has filed with or furnished to the SEC under the “SEC Filings” section of the Company’s investor relations website at https://www.fortebiorx.com/investor-relations/sec-filings/default.aspx.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements”. These statements relate to future events and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “could,” “expects,” “plans,” “anticipates,” “believes,” and similar expressions intended to identify forward-looking statements. These statements reflect the Company’s current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements include, without limitation, statements regarding the Offer, the Merger and other related matters; prospective performance and opportunities; post-closing operations and the outlook for the businesses of the Company and Parent, including, without limitation, results from clinical trials, regulatory applications and related timelines, and the ability of Parent to advance the Company’s product pipeline; and any assumptions underlying any of the foregoing. The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the Offer and the Merger; (ii) the risk that the Offer or the Merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of the Company’s stockholders tendering their shares in the Offer; (iv) the possibility that competing offers or acquisition

 

proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Offer or the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company to pay a termination fee or other expenses; (vii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on the Company’s business, its ability to retain and hire key personnel, its ability to maintain relationships with its suppliers and others with whom it does business, or its operating results and business generally; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; and (x) other factors as set forth from time to time in the Company’s filings with the SEC, including the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 to be filed with the SEC in connection with the Offer, its Form 10-K for the fiscal year ended December 31, 2025 and any subsequent Form 10-Qs. Any forward-looking statements set forth in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K. The Company does not intend to update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof other than as required by law. You are cautioned not to place undue reliance on any forward-looking statements.

 

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.

 

      FORTE BIOSCIENCES, INC.
Date: July 26, 2026     By:  

/s/ Paul A. Wagner

      Paul A. Wagner, Ph.D.
      Chief Executive Officer

Exhibit 99.1

argenx to Acquire Forte Biosciences, Inc., Adding First-in-Class anti-CD122

Antibody, FB102, to its Immunology Pipeline

 

  •  

Transaction builds on argenx’s prior strategic investment in Forte Biosciences and reflects a disciplined approach to accessing novel biology that can fuel long-term growth

 

  •  

FB102 Phase 1b studies in vitiligo and celiac disease validate CD122 biology and pipeline-in-a-product potential to address diseases with high unmet need that have lacked innovation

 

  •  

Acquisition strengthens argenx’s innovative immunology portfolio with the addition of a differentiated approach to targeting pathogenic T-cell and NK-cell activity through CD122 biology

 

  •  

argenx will host an investor conference call today at 8:00 a.m. ET to discuss the transaction

Amsterdam, the Netherlands and Dallas, Texas – argenx (Euronext & Nasdaq: ARGX), a global immunology innovation company, and Forte Biosciences, Inc. (Nasdaq: FBRX) today announced that the companies have entered into a definitive agreement under which argenx will acquire Forte Biosciences for $77 per share in cash, representing a total equity value of approximately $2.2 billion.

FB102, Forte Biosciences’ lead program, expands argenx’s portfolio of differentiated immunology medicines, adding a first-in-class anti-CD122 antibody with clinical proof-of-concept in vitiligo and celiac disease and potential to address multiple autoimmune diseases. The acquisition reflects argenx’s disciplined approach to identifying and advancing breakthrough science for patients with the potential to redefine standards of care in diseases that have lacked meaningful innovation for decades.

“Our Vision 2030 strategy is well-defined and on track, and our discovery, development and commercialization engines are delivering real value for patients,” said Karen Massey, Chief Executive Officer of argenx. “The acquisition of Forte Biosciences builds on the strength of that foundation and advances our ambition to be the leading immunology innovator of the future. The addition of FB102 to our portfolio aligns perfectly with the argenx playbook: compelling biology, strong clinical validation and broad potential to address patient need. I am grateful to the Forte Biosciences team for their outstanding work. Together, we look forward to unlocking the full potential of FB102 and accelerating its impact for patients.”

“We are incredibly proud of what we have achieved in advancing FB102 through clinical development and firmly believe that argenx is the ideal strategic partner to unlock the full potential of this novel anti-CD122 antibody across a broad range of autoimmune diseases,” said Paul A. Wagner, Ph.D., Chief Executive Officer and Chairperson of the Board of Forte Biosciences. “By combining FB102’s promising clinical profile with argenx’s proven development expertise, global reach and commercial capabilities, we have a unique opportunity to accelerate its development and maximize its impact for patients living with vitiligo, celiac disease, alopecia areata and other autoimmune conditions. We are excited about the future of FB102 and the potential to bring this innovative therapy to many more patients worldwide.”

Forte Biosciences recently reported positive Phase 1b data in vitiligo, demonstrating statistically significant treatment benefit. In addition, positive FB102 Phase 1b data in celiac disease was shared last year, with Phase 2 data expected in the second half of this year. These studies were key drivers of argenx’s decision to move from strategic investment to acquisition, providing clinical evidence in indications with significant unmet need and limited treatment options. Beyond celiac disease and vitiligo, FB102 has the potential to address alopecia areata and additional autoimmune diseases, supporting its profile as a potential pipeline-in-a-product opportunity.

FB102 complements argenx’s existing portfolio of antibody-based programs, including efgartigimod, empasiprubart, adimanebart, and ARGX-121, as well as several additional early-stage molecules, by adding a mechanism focused on pathogenic T-cell and NK-cell activity, broadening the company’s ability to pursue diseases driven by different dimensions of the immune system.

Transaction Terms

Under the terms of the merger agreement, argenx, through a wholly owned subsidiary, will commence a cash tender offer to acquire all of the outstanding shares of Forte Biosciences’ common stock at a price of $77 per share, representing a total equity value of approximately $2.2 billion and a premium of approximately 86% to Forte Biosciences’ volume-weighted average price (VWAP) since reporting positive Phase 1b data in vitiligo on July 9, 2026.

The consummation of the tender offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Forte Biosciences, and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Following the successful completion of the tender offer, a wholly owned subsidiary of argenx will merge with Forte Biosciences and the outstanding Forte Biosciences shares not tendered in the tender offer will be converted into the right to receive the same $77 per share in cash paid in the tender offer. The transaction is not subject to a financing condition and will be funded entirely from cash on hand.

The boards of directors of both companies have approved the transaction. The acquisition is expected to close in Q3 2026, subject to customary closing conditions.

argenx Conference Call Details

argenx will host an investor conference call and webcast today at 8:00 a.m. ET to discuss the transaction. A webcast of the conference call may be accessed on the Investors section of the argenx website at argenx.com/investors.

Participants can access the conference call by dialing 800-590-8290 (United States and Canada) or 240-690-8800 (International). Country specific dial-in numbers are listed below:

 

Belgium   32 2290 4635
France   33 172 001717
Netherlands   31 20 795 2683
United Kingdom   44 203 393 1560
Japan   81 3 4520 9761
Switzerland   41 43 210 51 68

Use the access code 3810049 to join the call. Please dial in 15 minutes prior to the live call. A replay of the webcast will be available on the argenx website.

Advisors

Goldman Sachs International is serving as exclusive financial advisor and Freshfields LLP is serving as legal advisor to argenx. Guggenheim Securities, LLC is serving as exclusive financial advisor and Wilson Sonsini Goodrich & Rosati, P.C. is serving as legal counsel to Forte Biosciences.

About argenx argenx is a global immunology innovation company committed to improving the lives of people suffering from severe autoimmune diseases. Partnering with leading academic researchers through its Immunology Innovation Program (IIP), argenx aims to translate immunology breakthroughs into a world-class portfolio of novel antibody-based medicines. argenx developed and is commercializing the first approved neonatal Fc receptor (FcRn) blocker and is evaluating its broad potential in multiple serious autoimmune diseases while advancing several earlier stage experimental medicines within its therapeutic franchises. For more information, visit www.argenx.com and follow us on LinkedIn, Instagram, Facebook, and YouTube.

About Forte Biosciences, Inc.

Forte Biosciences, Inc. is a clinical-stage biopharmaceutical company that is advancing FB102, which is a proprietary anti-CD122 monoclonal antibody therapeutic candidate with potentially broad autoimmune and autoimmune-related indications.

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (Regulation 596/2014).

Contacts

Media:

Ben Petok

bpetok@argenx.com

Investors:

Alexandra Roy

aroy@argenx.com

Important Information

Goldman Sachs International, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for argenx and no one else in connection with the transaction and will not be responsible to anyone other than argenx for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the transaction or any matter referred to herein.

Additional Information and Where to Find It

The tender offer has not yet commenced. This document is for informational purposes only and is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell any securities of Forte Biosciences or any other entity, nor is it a substitute for any tender offer materials that argenx, Avena Merger Sub Inc. or Forte Biosciences will file with the U.S. Securities and Exchange Commission (SEC). A solicitation and an offer to buy securities of Forte Biosciences will be made only pursuant to an offer to purchase and related materials that argenx and Avena Merger Sub Inc. intend to file with the SEC. At the time the tender offer is commenced, argenx and Avena Merger Sub Inc. will file a Tender Offer Statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, with the SEC, and Forte Biosciences thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. SECURITYHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITYHOLDERS SHOULD READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The offer to purchase, the related letter of transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be sent to all stockholders of Forte Biosciences at no expense to them. The Tender Offer Statement on Schedule TO, the

Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents will be made available for free at the SEC’s website at https://www.sec.gov/ and under the “SEC filings” section of argenx’s investor relations website at https://argenx.com/investors/sec-filings. The Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents that Forte Biosciences has filed with or furnished to the SEC will be made available for free at the SEC’s website at https://www.sec.gov/ and under the “SEC Filings” section of Forte Biosciences’ investor relations website at https://www.fortebiorx.com/investor-relations/sec-filings/default.aspx.

Forward Looking Statements of argenx and Forte Biosciences

The contents of this announcement include statements that are, or may be deemed to be, “forward-looking statements.” These forward-looking statements generally can be identified by the use of forward-looking words, such as “aim”, “anticipate”, “aspire”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “entail”, “forecast”, “future”, “goals”, “hope”, “intend”, “is designed to”, “likely”, “may”, “might”, “objective”, “plan”, “possible”, “potential”, “pursue”, “project”, “predict”, “seek”, “should”, “strategy”, “target”, “will” and other words and terms of similar meaning and expression, including in connection with any discussion of future operating or financial performance. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. Forward-looking statements include, without limitation, statements regarding the tender offer, the merger and other related matters; prospective performance and opportunities; post-closing operations and the outlook for the businesses of Forte Biosciences and argenx, including, without limitation, results from clinical trials, regulatory applications and related timelines and the ability of argenx to advance Forte Biosciences’ product pipeline; and any assumptions underlying any of the foregoing. The companies’ actual results may differ materially from those predicted by the forward-looking statements as a result of various important factors, including but not limited to, uncertainties as to the timing of the tender offer and the merger; the risk that the tender offer or the merger may not be completed in a timely manner or at all; uncertainties as to the percentage of Forte Biosciences’ stockholders tendering their shares in the tender offer; the possibility that competing offers or acquisition proposals for Forte Biosciences will be made; the possibility that any or all of the various conditions to the consummation of the tender offer or the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require Forte Biosciences to pay a termination fee or other expenses; the effect of the announcement or pendency of the transactions contemplated by the

merger agreement on argenx’s business; the effect of the announcement or pendency of the transactions contemplated by the merger agreement on Forte Biosciences’ business, its ability to retain and hire key personnel, its ability to maintain relationships with its suppliers and others with whom it does business, or its operating results and business generally; risks related to diverting management’s attention from the companies’ ongoing business operations; the risk that stockholder litigation in connection with the transactions contemplated by the merger agreement may result in significant costs of defense, indemnification and liability.

A further list and description of these and other risks, uncertainties, and factors that could cause actual results to differ materially from those referred to in the forward-looking statements can be found in argenx’s SEC filings and reports, including in argenx’s most recent annual report on Form 20-F filed with the SEC as well as subsequent filings and reports filed by argenx with the SEC and Forte Biosciences’ most recent Annual Report on Form 10-K filed with the SEC as well as subsequent filings and reports filed by the companies with the SEC. Given these risks and uncertainties, the reader is advised not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this press release. Neither argenx nor Forte Biosciences undertake any obligation to publicly update or revise the information in this press release, including any forward-looking statements, except as may be required by law.

Source: View Original Filing on SEC EDGAR

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