Forte Biosciences (FBRX) cash tender clears antitrust

Rhea-AI Filing Summary

Forte Biosciences, Inc. (FBRX) is the subject of a cash tender offer by Avena Merger Sub Inc., a wholly owned subsidiary of argenx. The offer seeks to acquire all outstanding Forte common shares at $77.00 per share in cash, net to the seller, without interest and subject to applicable withholding taxes.

argenx and Forte submitted Premerger Notification and Report Forms under the HSR Act on August 3, 2026, and the applicable waiting period expired at 11:59 p.m. Eastern Time on August 18, 2026. This expiration satisfies the HSR Clearance Condition, though the offer remains subject to the other conditions described in the Offer to Purchase.

Key Figures

Tender offer price: $77.00 per Share HSR filing date: August 3, 2026 HSR waiting period expiration: 11:59 p.m. Eastern Time on August 18, 2026

3 metrics

Tender offer price $77.00 per Share Cash consideration offered per outstanding Forte common share

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

HSR waiting period expiration 11:59 p.m. Eastern Time on August 18, 2026 Expiration time of HSR Act waiting period, satisfying the HSR Clearance Condition

Key Terms

tender offer, HSR Act, Premerger Notification and Report Form, waiting period, +1 more

5 terms

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.

HSR Act regulatory

"filed with the Antitrust Division and the FTC a Premerger Notification and Report Form under the HSR Act"

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.

Premerger Notification and Report Form regulatory

"filed with the Antitrust Division and the FTC a Premerger Notification and Report Form under the HSR Act"

waiting period regulatory

"The waiting period applicable to the purchase of Shares pursuant 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.

HSR Clearance Condition regulatory

"Accordingly, the HSR Clearance Condition has been satisfied"

FAQ

What is argenx offering to pay for Forte Biosciences (FBRX) shares?

argenx, through Avena Merger Sub Inc., is offering $77.00 per share in cash for all outstanding Forte common stock. The price is net to the seller, without interest, and subject to any applicable withholding taxes, under the terms of the Offer to Purchase.

Has the antitrust review for the Forte Biosciences (FBRX) tender offer been cleared?

Yes. The HSR Act waiting period for the Forte tender offer expired on August 18, 2026 at 11:59 p.m. Eastern Time. This expiration satisfies the HSR Clearance Condition, although the tender offer still depends on other remaining conditions in the Offer to Purchase.

Who is making the tender offer for Forte Biosciences (FBRX)?

The offer is being made by Avena Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of argenx BV. Forte Biosciences, Inc. is the subject company whose outstanding common shares are sought in the cash tender offer.

What type of transaction is being used to acquire Forte Biosciences (FBRX)?

The acquisition of Forte is being pursued through a third-party cash tender offer for all outstanding common shares, followed by a merger. The tender offer is made under an Offer to Purchase and related Letter of Transmittal referenced in the Schedule TO filing.

What conditions still apply to the Forte Biosciences (FBRX) tender offer?

While the HSR Clearance Condition has been satisfied, the tender offer remains subject to other conditions set forth in the Offer to Purchase. These additional conditions are described in Section 15, titled “Conditions to the Offer,” of that document.

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

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Available on EDGAR 08/19/2026 - 07:51 AM Accepted by SEC EDGAR 08/19/2026 - 07:48 AM Learn about SEC filing dates

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. 2

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. 2 (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 by amending and restating the second paragraph under the heading “U.S. Antitrust” in “—Section 16—Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase as follows:

“On August 3, 2026, each of Parent and Forte filed with the Antitrust Division and the FTC a Premerger Notification and Report Form under the HSR Act with respect to the Offer and the Merger. The waiting period applicable to the purchase of Shares pursuant to the Offer expired at 11:59 p.m., Eastern Time, on August 18, 2026. Accordingly, the HSR Clearance Condition has been satisfied. The Offer continues to be subject to the remaining conditions set forth in the Offer to Purchase. See “—Section 15—Conditions to the Offer.”

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.

			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
Date: August 19, 2026			By:			/s/ Karen Massey
						Name: Karen Massey
						Title: Chief Executive Officer