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  4. [SC TO-T/A] Forte Biosciences, Inc. Amended Third-Party Tender Offer

Forte Biosciences (FBRX) faces $77 per share cash tender offer from argenx

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SC TO-T/A

Rhea-AI Filing Summary

Avena Merger Sub Inc., a wholly owned subsidiary of argenx BV, has made a cash tender offer to acquire all outstanding shares of Forte Biosciences, Inc. common stock. The offer price is $77.00 per share, net to the seller in cash, without interest and subject to applicable withholding taxes.

The offer is being made on the terms and conditions set out in an Offer to Purchase dated August 6, 2026 and a related Letter of Transmittal

Positive

  • None.

Negative

  • None.

Filing Explained

The document is labeled a results amendment, but supplied text reports only offer commencement; acceptance, payment, and closing remain unstated.

This Schedule TO amendment is labeled a final amendment reporting the tender-offer results, but the supplied text says it adds an August 6 press release announcing only the offer’s commencement.

It therefore does not establish that any Forte Biosciences shares were accepted, paid for, or acquired, so the ownership change for existing common holders is not reported here.

Tender offer price $77.00 per share Cash consideration offered for each Forte Biosciences common share
Par value $0.001 per share Par value of Forte Biosciences common stock subject to the offer
Offer to Purchase date August 6, 2026 Date of the Offer to Purchase governing the tender offer
Press release date August 6, 2026 Date of argenx SE press release announcing commencement of the offer
tender offer financial
"The Schedule TO relates to the offer by Purchaser to acquire all of the outstanding shares"
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.
Schedule TO regulatory
"This Amendment No. 1 to Schedule TO amends and supplements the Tender Offer Statement"
A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.
Offer to Purchase financial
"upon the terms and conditions set forth in the Offer to Purchase, dated August 6, 2026"
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.
Letter of Transmittal financial
"and in the related Letter of Transmittal as it may be amended or supplemented"
A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.
net to the seller in cash financial
"for $77.00 per Share, net to the seller in cash, without interest"

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

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FAQ

What is argenx offering to pay per share in its tender offer for FBRX?
argenx, through Avena Merger Sub Inc., is offering $77.00 in cash per share for all outstanding Forte Biosciences common stock, net to the seller, without interest and subject to applicable withholding taxes, under the terms described in the Offer to Purchase.

Which entities are involved in the Forte Biosciences (FBRX) tender offer?
The offer is made by Avena Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of argenx BV, with argenx SE as the parent entity that issued the press release announcing commencement of the offer.

What type of securities of FBRX are subject to the argenx tender offer?
The tender offer covers all outstanding shares of Forte Biosciences common stock, with a par value of $0.001 per share, as specified in the tender offer statement and related Offer to Purchase.

What key documents govern the argenx tender offer for Forte Biosciences (FBRX)?
The offer is governed by an Offer to Purchase dated August 6, 2026 and a related Letter of Transmittal. An August 6, 2026 press release by argenx SE announcing the commencement of the offer is filed as Exhibit (a)(5)(v).

What does this amendment to the Forte Biosciences (FBRX) tender offer filing change?
This amendment supplements the exhibit list by adding a press release issued by argenx SE on August 6, 2026 that announces commencement of the offer, and incorporates that press release by reference into the tender offer statement.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 1
FORTE BIOSCIENCES, INC.
(Name of Subject Company (Issuer))
AVENA MERGER SUB INC.
(Offeror)
A Wholly Owned Subsidiary of
ARGENX BV
(Parent of Offeror)
A Wholly Owned Subsidiary of
ARGENX SE
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
34962G208
(CUSIP Number of Class of Securities)
Hemamalini (Malini) Moorthy
argenx BV
Industriepark Zwijnaarde 7
9052 Zwijnaarde (Ghent)
Belgium
+31(0)10 70 38 441
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Damien Zoubek, Esq.
Oliver J. Board, Esq.
Freshfields US LLP
3 World Trade Center
175 Greenwich Street
New York, NY 10007
(212) 277-4000
 ☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:
☒
Third-party tender offer subject to Rule 14d-1.
 ☐
Issuer tender offer subject to Rule 13e-4.
 ☐
Going-private transaction subject to Rule 13e-3.
 ☐
Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
 ☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 ☐
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
This Amendment No. 1 (this “Amendment”) to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 6, 2026 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), 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”). The Schedule TO relates to the offer by Purchaser to acquire all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Forte Biosciences, Inc., a Delaware corporation (“Forte”), for $77.00 per Share, net to the seller in cash, without interest, subject to any applicable withholding taxes, upon the terms and conditions set forth in the Offer to Purchase, dated August 6, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of the Schedule TO and is supplemented by the information specifically provided in this Amendment. This Amendment should be read together with the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment have the meanings given to such terms in the Offer to Purchase.
Item 1 through 9; Item 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
“On August 6, 2026, Parent issued a press release announcing the commencement of the Offer. The full text of the press release is filed as Exhibit (a)(5)(v) to the Schedule TO and is incorporated herein by reference.”
Item 12.
Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
 
 
 
 
Exhibit No.
 
 
Description
(a)(5)(v)*
 
 
Press release issued by argenx SE, dated August 6, 2026.
 
 
 
 
*
Filed herewith
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: August 6, 2026
 
 
 
 
AVENA MERGER SUB INC.
 
 
 
 
 
 
 
 
 
 
By:
 
 
/s/ Hemamalini (Malini) Moorthy
 
 
 
Name:
 
 
Hemamalini (Malini) Moorthy
 
 
 
Title:
 
 
Vice President & Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ARGENX BV
 
 
 
 
 
 
 
 
 
 
By:
 
 
/s/ Arjen Lemmen
 
 
 
Name:
 
 
Arjen Lemmen
 
 
 
Title:
 
 
VP Corporate Development & Strategy
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ARGENX SE
 
 
 
 
 
 
 
 
 
 
By:
 
 
/s/ Karen Massey
 
 
 
Name:
 
 
Karen Massey
 
 
 
Title:
 
 
Chief Executive Officer
 
 
 
 
 
 
 
 
 
 

Source: View Original Filing on SEC EDGAR