Forte Biosciences clears HSR hurdle for $77 buyout

Forte Biosciences, Inc. (FBRX) reports an update on the pending cash tender offer by Avena Merger Sub Inc., a wholly owned subsidiary of argenx BV, to purchase all outstanding Forte common shares at $77.00 per Share.

Rhea-AI Filing Summary

Forte Biosciences, Inc. (FBRX) reports an update on the pending cash tender offer by Avena Merger Sub Inc., a wholly owned subsidiary of argenx BV, to purchase all outstanding Forte common shares at $77.00 per Share.

The amendment discloses that Forte and argenx filed Premerger Notification and Report Forms under the HSR Act on August 3, 2026, and that the required waiting period expired at 11:59 p.m. Eastern Time on August 18, 2026. The antitrust-related closing condition in the merger agreement tied to HSR waiting-period expiration has therefore been satisfied.

Key Figures

Tender offer price: $77.00 per Share Par value per share: $0.001 per share HSR filing date: August 3, 2026 +2 more

5 metrics

Tender offer price $77.00 per Share Cash consideration for each outstanding Forte Biosciences common share in the offer

Par value per share $0.001 per share Par value of Forte Biosciences common stock

HSR filing date August 3, 2026 Date Parent and Forte filed Premerger Notification and Report Forms

HSR waiting period expiration 11:59 p.m. Eastern Time on August 18, 2026 Expiration time and date of the required HSR Act waiting period for the offer

Filing date of amendment August 19, 2026 Date the Schedule 14D-9 Amendment No. 1 was signed by the CEO

Key Terms

Schedule 14D-9, Offer to Purchase, Premerger Notification and Report Form, HSR Act, +1 more

5 terms

Schedule 14D-9 regulatory

"This Amendment No. 1 to Schedule 14D-9 amends and supplements"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

Offer to Purchase financial

"upon the terms and subject to the conditions described in the Offer to Purchase"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Premerger Notification and Report Form regulatory

"each of Parent and the Company filed a Premerger Notification and Report Form"

HSR Act regulatory

"The required waiting period under the HSR Act with respect to the Offer"

The HSR Act (Hart‑Scott‑Rodino Antitrust Improvements Act) requires companies in the United States to notify federal regulators and observe a waiting period before completing certain large mergers or acquisitions so authorities can check for anti-competitive effects. For investors it matters because the review can delay or block deals, force changes such as selling assets, and alter the expected value or timing of a transaction—like needing a permit before finalizing a major home renovation.

waiting period regulatory

"the required waiting period under the HSR Act with respect to the Offer expired"

A waiting period is a legally required pause before a corporate action — such as a securities offering, merger, or regulatory approval — can take effect, giving regulators time to review documents and the public time to respond. It matters to investors because it sets when money can change hands and when shares can be traded, creating a window of uncertainty and opportunity much like a cooling-off period before a big purchase.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction involving Forte Biosciences (FBRX) is described in this amendment?

Forte Biosciences is the target of a cash tender offer for all outstanding shares at $77.00 per Share by Avena Merger Sub Inc., a wholly owned subsidiary of argenx BV. This amendment provides an update on required U.S. antitrust clearance under the HSR Act.

What is the cash offer price per share for Forte Biosciences (FBRX)?

The tender offer values each Forte Biosciences common share at $77.00 per Share, net to the seller in cash, without interest and subject to any withholding tax. This price applies to all outstanding shares tendered under the terms and conditions of the offer.

What HSR Act milestone did Forte Biosciences (FBRX) and argenx achieve?

Forte Biosciences and argenx obtained expiration of the required HSR Act waiting period for the tender offer. The waiting period expired at 11:59 p.m. Eastern Time on August 18, 2026, satisfying the merger agreement condition related to U.S. antitrust clearance for the offer.

When were HSR premerger filings made for the Forte Biosciences (FBRX) tender offer?

On August 3, 2026, both argenx (Parent) and Forte Biosciences filed Premerger Notification and Report Forms with the FTC and the DOJ Antitrust Division. These filings commenced the HSR Act review process required for completing the tender offer transaction.

Who is the acquirer in the Forte Biosciences (FBRX) tender offer structure?

The acquiring structure consists of Avena Merger Sub Inc., a Delaware corporation, as the purchaser, and argenx BV, a Belgian company, as its parent. Avena Merger Sub is a wholly owned subsidiary of argenx and is making the offer to buy all Forte shares.

Does this Forte Biosciences (FBRX) amendment change the tender offer price or terms?

The amendment does not change the previously announced $77.00 per Share offer price or core terms. It specifically updates shareholders that the HSR Act waiting period has expired, thereby satisfying the antitrust-related condition referenced in the merger agreement’s Annex I clause (e)(i).

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

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Accepted by SEC EDGAR 08/19/2026 - 06:00 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9 

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Forte Biosciences, Inc.

(Name of Subject Company)

Forte Biosciences, Inc.

(Name of Person Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

34962G208

(CUSIP Number of Class of Securities)

Paul A. Wagner, Ph.D.

Chief Executive Officer

Forte Biosciences, Inc.

3060 Pegasus Park Drive, Building 6

Dallas, Texas 75247

(310) 618-6994

(Name, address, and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

With copies to:

Robert Ishii

Remi Korenblit

Dan Koeppen

Wilson Sonsini Goodrich & Rosati, P.C.

One Market Plaza

Spear Tower, Suite 3300

San Francisco, California 94105

(415) 947-2000

 ☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 1 to Schedule 14D-9 (this “Amendment No. 1”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Forte Biosciences, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2026 (as amended or supplemented from time to time, the “Schedule 14D-9”), with respect to the offer by Avena Merger Sub Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of argenx BV, a private company with limited liability (besloten vennootschap) organized under Belgian law (“Parent”), to purchase all outstanding shares of common stock, par value $0.001 per share (“Shares”), of the Company, at a price per Share of $77.00 per Share, net to the seller in cash, without interest, subject to any withholding tax (the “Offer Price”), upon the terms and subject to the conditions described in the Offer to Purchase, dated as of August 6, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”).

The Offer is described in a Tender Offer Statement filed under cover of Schedule TO with the SEC on August 6, 2026, by Parent and Purchaser (as amended or supplemented from time to time).

Capitalized terms used in this Amendment No. 1 but not defined herein shall have the respective meaning given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. This Amendment No. 1 is being filed to disclose certain updates as reflected below.

ITEM 8. ADDITIONAL INFORMATION

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following paragraph at the end of the subsection titled “Regulatory Approvals”:

“On August 3, 2026, each of Parent and the Company filed a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer. The required waiting period under the HSR Act with respect to the Offer expired at 11:59 p.m., Eastern Time, on August 18, 2026. Accordingly, the condition set forth in clause (e)(i) of Annex I to the Merger Agreement, requiring that the waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated, has been satisfied.”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.

Forte Biosciences, Inc.
By:			/s/ Paul A. Wagner, Ph.D.
			Name: Paul A. Wagner, Ph.D. Title: Chief Executive Officer

Dated: August 19, 2026