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):
August 27, 2026
Forte Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38052
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26-1243872
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.001 par value per share
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FBRX
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Nasdaq Capital Market
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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. ☐
As previously disclosed on July 26, 2026 in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by
Forte Biosciences, Inc., a Delaware corporation (the “Company”), the Company entered into an Agreement and Plan of Merger, dated as of July 26, 2026 (the “Merger Agreement”), by and among the Company, 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”).
| Item 2.01. |
Completion of Acquisition or Disposition of Assets.
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Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein and in the Offer to Purchase, dated August 6,
2026, and the related Letter of Transmittal, on August 6, 2026, Purchaser commenced a tender offer (the “Offer”) to purchase all of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Shares”), at
a price per Share of $77.00 per Share, net to the seller in cash, without interest (the “Offer Price”), subject to any withholding tax.
The Offer expired at one minute after 11:59 p.m., Eastern Time, on August 26, 2026 (the “Expiration Date”). According to Computershare
Trust Company, N.A., the depositary and paying agent for the Offer, as of the Expiration Date, 19,894,879 Shares were validly tendered and not validly withdrawn in the Offer, representing, together with Shares already owned by Parent, approximately
87.13% of the outstanding Shares. The number of Shares tendered satisfied the condition to the Offer that there be validly tendered, and not validly withdrawn, in the Offer a number of Shares that, considered together with all other Shares owned by
Purchaser and its “affiliates” (as such term is defined in Section 251(h)(6) of the Delaware General Corporation Law, as amended (“DGCL”)), represent one more Share than 50% of the total number of Shares outstanding as of immediately
following the “consummation” (as such term is defined in Section 251(h)(6) of the DGCL) of the Offer. All other conditions to the Offer were satisfied or waived as of the Expiration Date. As a result, following the Expiration Date, Purchaser
irrevocably accepted for payment (the time of such acceptance, the “Offer Acceptance Time”), and will promptly pay for, all Shares tendered and not validly withdrawn pursuant to the Offer in accordance with the terms of the Offer and the
Merger Agreement.
Following the consummation of the Offer, the remaining conditions to the Merger (as defined below) set forth in the Merger Agreement were
satisfied or waived, and on August 27, 2026, Purchaser merged with and into the Company (the “Merger” and, together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company
continuing as the surviving corporation and a wholly owned subsidiary of Parent. The Merger was completed pursuant to Section 251(h) of the DGCL, without a meeting or vote of the Company’s stockholders. Pursuant to the Merger, each Share
outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) (a) Shares owned both as of the date on which Purchaser commenced the Offer, within the meaning of Rule 14d-2 under the Exchange Act and
immediately prior to the Effective Time by the Company (including those held in the Company’s treasury), Parent, Purchaser or any direct or indirect wholly owned subsidiary of the Company or Parent (other than Shares held on behalf of third
parties), and (b) Shares irrevocably accepted for purchase pursuant to the Offer, and (ii) Shares issued and outstanding immediately prior to the Effective Time that are held by holders who are entitled to appraisal rights under Section 262 of the
DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither validly withdrawn nor lost their rights to
such appraisal and payment under the DGCL), was converted into the right to receive the Offer Price in cash (the “Merger Consideration”), without interest, subject to any withholding tax.
In addition, pursuant to the Merger Agreement, at the Effective Time:
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each option to purchase Shares (each, a “Company Option”) that was outstanding and unexercised, whether or not vested, and which had a per Share exercise price that was less than the Merger
Consideration, was canceled and converted into the right of the holder to receive (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Merger Consideration over (b) the per Share
exercise price subject to such Company Option, multiplied by (y) the total number of Shares subject to such Company Option immediately prior to the Effective Time;
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each Company Option that was then outstanding and unexercised, whether or not vested, and which had a per Share exercise price that was equal to or greater than the Merger Consideration, was cancelled with no
additional consideration payable therefor; and
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each award of restricted stock units with respect to Shares (each, a “Company RSU”) that was outstanding, whether or not vested, was canceled and converted into the right of the holder to receive
(subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Merger Consideration, multiplied by (y) the total number of Shares subject to such Company RSU immediately prior to the Effective Time.
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Following the Offer Acceptance Time, in accordance with the terms of the applicable warrant agreement and the Merger Agreement, each holder of any
Company pre-funded warrant to purchase Shares (each, a “Company Prefunded Warrant”) that was outstanding and unexercised as of the Offer Acceptance Time has the right to receive, upon exercise of such Company Prefunded Warrant, the Merger
Consideration with respect to each Share issuable upon exercise in full thereof, without regard to any limitations on exercise contained in the applicable warrant agreement.
The aggregate amount of funds used by Parent to consummate the Offer and the Merger (including payments for Company Options, Company RSUs, Company
Prefunded Warrants and other payments referred to in the Merger Agreement) was approximately $2.2 billion, which was funded through Parent’s cash on hand.
The foregoing description of the Merger Agreement and the Transactions is not complete and is qualified in its entirety by reference to the Merger
Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on July 26, 2026, and is incorporated herein by reference.
| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item
3.01.
In connection with the consummation of the Transactions, the Company notified Nasdaq Stock Market LLC (“NASDAQ”) of the consummation of the
Merger and requested that NASDAQ suspend trading of Shares and file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister Shares under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The Company also intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting the termination of registration of Shares under Section 12(g)
of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to Shares.
| Item 3.03. |
Material Modification to Rights of Security Holders.
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The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.03.
| Item 5.01. |
Changes in Control of Registrant.
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The information set forth in the Introductory Note, Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 5.01.
As a result of the consummation of the Offer, a change in control of the Company occurred. At the Effective Time, the Company became a wholly
owned subsidiary of Parent.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item
5.02.
In connection with the consummation of the Transactions, Paul A. Wagner, Ph.D., Steven Kornfeld, Scott Brun, M.D., Barbara K. Finck, M.D., Stephen
K. Doberstein, Ph.D., Richard Vincent, Shiv Kapoor and David Gryska, being all of the directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company as of the Effective Time. In addition, pursuant to the
terms of the Merger Agreement, each officer of the Company ceased to be an officer of the Company as of the Effective Time.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the directors and officers of Purchaser as of immediately prior to the
Effective Time, which consisted of Arjen Lemmen, Karl Gubitz and Hemamalini (Malini) Moorthy, became the directors and officers of the Company.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item
5.03.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and
restated in their entirety. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are
incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description
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2.1+
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Agreement and Plan of Merger, dated as of July 26, 2026, by and among the Company, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-38052) filed by
the Company on July 26, 2026).
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3.1*
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Amended and Restated Certificate of Incorporation of Forte Biosciences, Inc.
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3.2*
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Amended and Restated Bylaws of Forte Biosciences, Inc.
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
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+ 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.
*Filed herewith
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.
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FORTE BIOSCIENCES, INC.
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Date:
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August 27, 2026
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By:
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/s/ Hemamalini (Malini) Moorthy
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Name: Hemamalini (Malini) Moorthy
Title: Vice President and Secretary
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