Forte Biosciences prices $150M stock offering

Forte Biosciences, Inc. entered an underwriting agreement for a public offering of 5,709,936 shares of common stock at $26.27 per share, targeting gross proceeds of about $150 million.

Rhea-AI Filing Summary

Forte Biosciences, Inc. entered an underwriting agreement for a public offering of 5,709,936 shares of common stock at $26.27 per share, targeting gross proceeds of about $150 million. Underwriters have a 30-day option to buy up to 856,490 additional shares.

The company expects net proceeds of roughly $141 million, or $162 million if the option is fully exercised, after underwriting discounts and commissions. All shares are being sold by Forte, and the deal is expected to close on or about April 10, 2026, subject to customary conditions.

The offering is made under an effective Form S-3 shelf registration. Forte plans to use the cash mainly for working capital and general corporate purposes, including clinical development of its FB102 autoimmune program and related research activities.

Insights

Biotech equity analyst

$150M equity raise funds FB102 but dilutes shareholders.

Forte Biosciences is raising about $150 million in gross proceeds through a common stock offering at $26.27 per share. All shares are newly issued by the company, so this is a primary capital raise rather than a shareholder sell-down.

The company expects net proceeds of roughly $141 million, or $162 million if underwriters exercise the 30-day option for an extra 856,490 shares. Management states that funds will support working capital, clinical development of FB102 for autoimmune indications, and other research activities.

This type of financing is typical for a clinical-stage biotech with no product revenues: it strengthens the cash runway but increases the share count. Actual impact on existing holders depends on the company’s pre-offering market value and how effectively the new capital advances FB102 through upcoming development milestones disclosed in future filings.

8-K Event Classification

4 items: 1.01, 7.01, 8.01, 9.01

4 items

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares offered: 5,709,936 shares Offering price: $26.27 per share Underwriters’ option shares: 856,490 shares +5 more

8 metrics

Shares offered 5,709,936 shares Common stock in primary public offering

Offering price $26.27 per share Price to the public

Underwriters’ option shares 856,490 shares 30-day option for additional shares

Gross proceeds $150 million Before underwriting discounts and expenses

Estimated net proceeds $141 million If underwriters’ option not exercised

Estimated net proceeds with option $162 million If underwriters’ option exercised in full

Registration statement Form S-3, File No. 333-286226 Shelf used for the offering

Expected closing date April 10, 2026 Planned settlement date, subject to conditions

Key Terms

underwriting agreement, public offering, Registration Statement on Form S-3, prospectus supplement, +2 more

6 terms

underwriting agreement financial

"entered into an underwriting agreement with Guggenheim Securities, LLC as representative"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

public offering financial

"relating to the issuance and sale in a public offering of 5,709,936 shares"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

Registration Statement on Form S-3 regulatory

"The Offering is being made pursuant to the Company’s effective registration statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the Offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

forward-looking statements regulatory

"This report contains forward-looking statements. In some cases, you can identify forward-looking statements by terms such as"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

clinical-stage biopharmaceutical company financial

"Forte Biosciences, Inc. (Nasdaq: FBRX), a clinical-stage biopharmaceutical company focused on autoimmune"

A clinical-stage biopharmaceutical company develops drugs or medical therapies that are being tested in people in formal clinical trials but do not yet have any approved, marketed products. For investors, these firms behave like prototype makers: their value depends heavily on trial results and regulatory decisions, so they can swing widely on a single study, consume cash while testing, and offer either large upside if trials succeed or big downside if they fail.

FAQ

What did Forte Biosciences (FBRX) announce in this 8-K filing?

Forte Biosciences announced a public offering of common stock expected to raise about $150 million in gross proceeds. The company entered an underwriting agreement covering 5,709,936 shares, with an option for 856,490 additional shares, to fund operations and development.

How many shares is Forte Biosciences (FBRX) offering and at what price?

Forte Biosciences is offering 5,709,936 shares of common stock at $26.27 per share. Underwriters also have a 30-day option to purchase up to 856,490 additional shares at the same public offering price, less underwriting discounts and commissions.

How much cash will Forte Biosciences (FBRX) receive from the equity offering?

Forte Biosciences expects gross proceeds of about $150 million from the offering. Net proceeds are estimated at roughly $141 million, or about $162 million if the underwriters fully exercise their option to buy additional shares, after underwriting discounts and commissions.

What will Forte Biosciences (FBRX) use the offering proceeds for?

Forte Biosciences plans to use the net proceeds primarily for working capital and general corporate purposes. This includes funding clinical development of its FB102 anti-CD122 monoclonal antibody candidate and supporting other research and development activities described in its filings.

Under which registration statement is the Forte Biosciences (FBRX) offering being made?

The offering is being conducted under Forte Biosciences’ effective Registration Statement on Form S-3 (File No. 333-286226). A preliminary prospectus supplement has been filed, and a final prospectus supplement and accompanying prospectus will also be filed with the Securities and Exchange Commission.

When is the Forte Biosciences (FBRX) stock offering expected to close?

The offering is expected to close on or about April 10, 2026, subject to satisfaction of customary closing conditions. Completion of the transaction depends on market conditions and the parties meeting the standard requirements outlined in the underwriting agreement.

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

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Accepted by SEC EDGAR 04/09/2026 - 06:14 AM Learn about SEC filing dates

false 0001419041 0001419041 2026-04-08 2026-04-08

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): April 8, 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, Texas		75247
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 618-6994

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		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.

On April 8, 2026, Forte Biosciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Guggenheim Securities, LLC as representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering (the “Offering”) of 5,709,936 shares of the Company’s common stock, par value $0.001 per share, at a price to the public of $26.27 per share (the “Shares”). The Company also granted the Underwriters an option, exercisable for a period of 30 days, to purchase up to an additional 856,490 Shares (the “Option”). All of the Shares in the Offering are being sold by the Company.

The gross proceeds from the Offering are expected to be approximately $150 million before deducting underwriting discounts and commissions and other offering expenses, and assuming no exercise of the Option by the Underwriters. The Offering is expected to close on or about April 10, 2026, subject to satisfaction of customary closing conditions.

The Company estimates the net proceeds to the Company from this offering will be approximately $141 million (or approximately $162 million if the underwriters’ option to purchase additional shares is exercised in full) after deducting underwriting discounts and commissions.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by such parties.

The Offering is being made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-286226) (the “Registration Statement”), previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the Offering has been filed with the SEC and a final prospectus supplement and accompanying prospectus relating to the offering will also be filed with the SEC.

The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the validity of the Shares is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.

Item 7.01. Regulation FD Disclosure.

As part of the Offering, argenx BV has made a strategic investment in the Company.

Item 8.01. Other Events.

A copy of the press release announcing the pricing of the Offering is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Forward Looking Statements

This report contains forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negatives of these terms or other similar expressions. These statements are based on the Company’s current beliefs and expectations. Forward-looking statements in this report include statements regarding the completion and timing of the Offering and the anticipated proceeds from the Offering. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation: whether or not the Company will be able to raise capital through the sale of securities or consummate the Offering; the final terms of the Offering; the satisfaction of customary closing conditions; prevailing market conditions; general economic and market conditions as well as geopolitical developments; and other risks. Additional risks, uncertainties, and other information affecting the Company’s business and operating results are contained in the Company’s Annual Report on Form 10-K filed on March 31, 2026, and in its other filings with the SEC. All forward-looking statements in this Current Report on Form 8-K are current only as of the date hereof and, except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
1.1		Underwriting Agreement, dated as of April 8, 2026.
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1		Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).
99.1		Press Release dated April 8, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: April 9, 2026				By:		/s/ Antony Riley
						Antony Riley Chief Financial Officer

Exhibit 99.1

FORTE BIOSCIENCES ANNOUNCES PRICING OF $150 MILLION PUBLIC OFFERING

DALLAS, TX – APRIL 8, 2026 – Forte Biosciences, Inc. (Nasdaq: FBRX), a clinical-stage biopharmaceutical company focused on autoimmune and autoimmune-related diseases, today announced the pricing of a public offering of 5,709,936 shares of its common stock at a price to the public of $26.27 per share. In addition, Forte has granted the underwriters a 30-day option to purchase up to an additional 856,490 shares of its common stock at the public offering price, less the underwriting discounts and commissions. All of the shares of common stock are being offered by Forte.

The gross proceeds from the offering are expected to be approximately $150 million before deducting underwriting discounts and commissions and other offering expenses. The offering is expected to close on or about April 10, 2026, subject to satisfaction of customary closing conditions.

Forte intends to use the net proceeds of the offering for working capital and other general corporate purposes, which includes funding clinical development of its product candidate and other research activities.

Guggenheim Securities and Barclays are acting as joint book-running managers for the offering.

The offering is being made pursuant to a Registration Statement on Form S-3 (File No. 333-286226), including a base prospectus, previously filed with and declared effective by the SEC. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering has been filed with the SEC. A final prospectus supplement and accompanying prospectus relating to the offering will also be filed with the SEC. These documents can be accessed for free through the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus relating to the offering, when available, may also be obtained from Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com, and Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 by calling 1-888-603-5847 or by email at barclaysprospectus@broadridge.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Forte

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.

Forward Looking Statements

Forte cautions you that statements included in this press release that are not a description of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negatives of these terms or other similar expressions. These statements are based on the Forte’s current beliefs and expectations. Forward-looking statements include statements regarding the completion and timing of the offering and the anticipated use of proceeds from the offering. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation: whether or not Forte will be able to raise capital through the sale of securities or consummate the offering; the final terms of the offering; the satisfaction of customary closing conditions; prevailing market conditions; general economic and market conditions as well as geopolitical developments; and other risks. Additional risks, uncertainties, and other information affecting Forte’s business and operating results are contained in Forte’s Annual Report on Form 10-K filed on March 31, 2026, and in its other filings with the Securities and Exchange Commission. All forward-looking statements in this press release are current only as of the date hereof and, except as required by applicable law, Forte undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Contact:

Forte Biosciences, Inc.

investors@fortebiorx.com

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 7.6 KB

Other Documents

• EX-1.1 EX-1.1 206.0 KB
• EX-5.1 EX-5.1 14.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB