Forte Biosciences, Inc.

false 0001419041 0001419041 2026-07-26 2026-07-26 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): July 26, 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 , TX 75247 (Address of principal executive offices, including zip code) (310) 618-6994 (Registrant’s telephone number, including area code) 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 per share 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. Agreement and Plan of Merger On July 26, 2026, Forte Biosciences, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with argenx BV, a private company with limited liability ( besloten vennootschap ) organized under Belgian Law (“ Parent ”), and Avena Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Purchaser ”). The Merger Agreement provides for the acquisition of the Company by Parent in a two-step transaction, consisting of a tender offer followed by a subsequent merger of Purchaser with and into the Company (the “ Merger ”), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, Purchaser will commence a tender offer (the “ Offer ”) within 10 business days of the execution of the Merger Agreement, to acquire all of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), for $77.00 per Share, net to the seller in cash, without interest (as such amount may be amended or adjusted in accordance with the terms of the Merger Agreement, the “ Offer Price ”), subject to any required withholding tax. The Offer will initially remain open for a minimum of 15 business days from the date of commencement of the Offer, subject to extension pursuant to the terms of the Merger Agreement. The Company’s board of directors (the “ Board ”) has unanimously recommended that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer. The obligation of Parent and Purchaser to consummate the Offer is subject to the satisfaction or waiver (to the extent permitted) of certain conditions set forth in the Merger Agreement, including that there will have been validly tendered and not validly withdrawn in the Offer a number of Shares that, considered together with all other Shares beneficially owned by Purchaser and its affiliates, would represent one more Share than 50% of the total number of Shares outstanding as of immediately following the consummation of the Offer (the “ Minimum Condition ”). In addition, the obligation of Purchaser to consummate the Offer is conditioned upon, among other things, the accuracy of the representations and warranties of the Company contained in the Merger Agreement (subject to certain materiality exceptions), material compliance by the Company with its covenants under the Merger Agreement, the expiration or early termination of the waiting period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and other customary closing conditions set forth in the Merger Agreement. Consummation of the Offer is not subject to a financing condition. As soon as practicable following the acceptance by Purchaser of the Shares validly tendered and not validly withdrawn pursuant to the Offer (the time of such acceptance, the “ Offer Acceptance Time ”), subject to the satisfaction or waiver of limited customary conditions set forth in the Merger Agreement, the Merger will be effected under Section 251(h) of the Delaware General Corporation Law, as amended (“ DGCL ”), without a meeting or vote of the Company’s stockholders. At the effective time of the Merger (the “ Effective Time ”), each issued and outstanding Share (other than certain Shares (i) owned by the Company, Parent, Purchaser or wholly owned direct or indirect subsidiaries of the Company or Parent, (ii) irrevocably accepted for purchase pursuant to the Offer, or (iii) for which holders have properly exercised and perfected their respective demands for appraisal of their Shares in accordance with Section 262 of the DGCL), will be converted into the right to receive the Offer Price in cash (the “ Merger Consideration ”), in each case without interest and subject to any required withholding taxes. At the Effective Time, each Company option to purchase Shares (each, a “ Company Option ”) that is then outstanding and unexercised, whether or not vested, and which has a per share exercise price that is less than the Merger Consideration, will be canceled and converted into the right of the holder to receive (subject to any applicable withholding taxes) a lump-sum cash payment equal to (i) the excess (if any) of (a) the Merger Consideration over (b) the per Share exercise price subject to such Company Option, multiplied by (ii) the total number of Shares subject to such Company Option immediately prior to the Effective Time. At the Effective Time, each Company Option that is then outstanding and unexercised, whether or not vested, and which has a per share exercise price that is equal to or greater than the Merger Consideration, will be canceled with no consideration payable therefor. At the Effective Time, each Company restricted stock unit with respect to Shares (each, a “ Company RSU ”) that is then outstanding, whether or not vested, will be canceled and converted into the right of the holder to receive (subject to any applicable withholding taxes) a lump-sum cash payment equal to (i) the Merger Consideration, multiplied by (ii) the total number of Shares subject to such Company RSU immediately prior to the Effective Time. Following the Offer Acceptance Time, in accordance with the terms of the applicable warrant agreement, each Company pre-funded warrant to purchase Shares (each, a “ Company Prefunded Warrant ”) that is outstanding and unexercised as of the Offer Acceptance Time will become exercisable for the right to receive the Merger Consideration in respect of each Share issuable upon exercise in full thereof, without regard to any limitations on exercise contained in the applicable warrant agreement. The Merger Agreement contains representations and warranties and covenants