Forte Biosciences Inc SEC Filings

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.

Forte Biosciences, Inc. (Nasdaq: FBRX) has filed a preliminary prospectus supplement (Form 424B5) for a public offering of common stock and pre-funded warrants. Exact share count, pricing, and gross proceeds are still blank placeholders, indicating terms will be set immediately prior to pricing. Investors may elect pre-funded warrants, each exercisable for one common share at a nominal $0.001 exercise price and with no expiration, in lieu of common shares.

The offering is being made off the company’s effective Form S-3 shelf (File No. 333-286226) dated 3 April 2025. Joint book-running managers are TD Cowen, Evercore ISI, Guggenheim Securities and Chardan, with Lucid Capital Markets acting as co-manager. Underwriters hold a 30-day option to purchase an additional allotment of common shares (greenshoe) at the public offering price, less underwriting discounts and commissions.

Use of proceeds, dilution calculations, and updated risk factors will be detailed once terms are finalized. The filing reiterates Forte’s status as a “smaller reporting company,” allowing scaled disclosures. The company highlights its Phase 1 data for lead candidate FB102, an anti-CD122 monoclonal antibody targeting autoimmune indications, and states that prior NHP and healthy-volunteer studies showed favorable safety and pharmacodynamic activity.

Key investor considerations:

• Dilution: The sale of new equity and perpetual pre-funded warrants will increase the share count once finalized.
• Capital needs: Forte remains a clinical-stage company with no commercial revenue and will depend on financing to advance FB102 into further trials.
• Market reception: Last reported share price (23 June 2025) was $12.76; pricing below market would signal near-term pressure, whereas in-line pricing may limit dilution impact.
• Liquidity of warrants: Pre-funded warrants will not be listed on Nasdaq, limiting secondary-market liquidity for warrant holders.

Absent final terms, investors should monitor the subsequent free-writing prospectus or final supplement for precise pricing, proceeds, and dilution data before making investment decisions.