Forte Biosciences, Inc.

SC 14D9 1 ny20079529x1_sc14d9.htm SC 14D9 TABLE OF CONTENTS 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 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. TABLE OF CONTENTS TABLE OF CONTENTS Pages ITEM 1. SUBJECT COMPANY INFORMATION 1 ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON 1 ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS 2 ITEM 4. THE SOLICITATION OR RECOMMENDATION 12 ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED 31 ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY 31 ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS 31 ITEM 8. ADDITIONAL INFORMATION 32 ITEM 9. EXHIBITS 41 i TABLE OF CONTENTS ITEM 1. SUBJECT COMPANY INFORMATION (a) Name and Address The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits and annexes attached hereto, this “Schedule 14D-9”) relates is Forte Biosciences, Inc., a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 3060 Pegasus Park Drive, Building 6, Dallas, Texas 75247. The Company’s telephone number at such address is (310)-618-6994. (b) Securities The title of the class of equity securities to which this Schedule 14D-9 relates is the Company’s common stock, par value $0.001 per share (“Shares”). As of the close of business on August 5, 2026, there were (i) 21,229,087 Shares issued and outstanding, (ii) 3,830,420 Shares subject to issuance pursuant to outstanding options to purchase Shares (the “Company Options”), (iii) 590,608 Shares subject to issuance pursuant to outstanding restricted stock units to acquire Shares (the “Company RSUs”), (iv) a maximum of 2,512 Shares were estimated to be subject to outstanding purchase rights under the Company’s Employee Stock Purchase Plan (the “Company ESPP”) (assuming a purchase price equal to the fair market value of a Share on the first day of the offering period under the Company ESPP) and (v) 3,217,695 Shares subject to issuance upon exercise of pre-funded warrants (the “Company Pre-Funded Warrants”). ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON (a) Name and Address The filing person is the Company, the subject company. The name, business address and business telephone number of the Company are set forth in the section titled “Item 1. Subject Company Information - Name and Address” above. (b) Tender Offer This Schedule 14D-9 relates to the tender offer (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”), for all of the Company’s issued and outstanding Shares, at a price per Share of $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 withholding of tax, upon the terms and subject to the conditions set forth 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, the “Letter of Transmittal”). Purchaser commenced the Offer and filed a Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the “Schedule TO”) with the U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2026. The Offer is being made in connection with the Agreement and Plan of Merger, dated as of July 26, 2026 (together with any amendments or supplements thereto, the “Merger Agreement”), by and among Parent, Purchaser and the Company. The Offer will expire at one minute after 11:59 p.m. Eastern Time on August 26, 2026 (the “Expiration Date”), unless Purchaser extends the Offer in accordance with the terms of the Merger Agreement, in which event the term “Expiration Date” will mean the date to which the initial expiration date of the Offer is so extended, or the Offer is earlier terminated. Subject to the satisfaction or, to the extent waivable by Purchaser or Parent, waiver by Purchaser or Parent of the conditions to the Offer, Purchaser will (and Parent will cause Purchaser to), (i) promptly after the expiration of the Offer, irrevocably accept for payment all Shares tendered (and not validly withdrawn) pursuant to the Offer (the time of such acceptance, the “Offer Acceptance Time”) and (ii) as promptly as practicable after the Offer Acceptance Time (and in any event within three (3) business days) pay for such Shares, in each case, in accordance with the procedures set forth in the Offer to Purchase. As soon as practicable following the Offer Acceptance Time (but in any event no later than on the first business day immediately following the Expiration Date), subject to the satisfaction or waiver of certain limited conditions set forth in the Merger Agreement, Purchaser will merge with and into the Company (the “Merger,” and, together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”) pursuant to Section 251(h) of the Delaware General Corporation Law, as amended (“DGCL”), without a vote of the Company’s stockholders, with the Company surviving the Merger (the “Surviving Corporation”) as a wholly owned subsidiary of Parent. 1 TABLE OF CONTENTS At the effective time of the Merger (being such date and at such time as a certificate of merger in respect of the Merger is duly filed with the Secretary of State of the State of Delaware or at such later time and date as may be agreed upon by the parties to the Merger Agreement in writing and specified in the certificate of merger in accordance with the DGCL) (the “Effective Time”) and by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or any stockholder of the Company, each Share outstanding immediately prior to the Effective Time (other than (i) Shares owned both as of the date on which Purchaser commences the Offer (the “Offer Commencement Date”) within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and immediately prior to the Effective Time by the Company (including those held in the Company’s treasury), which will be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor; (ii) Shares owned both as of the Offer Commencement Date and immediately prior to the Effective Time by Purchaser, which will be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor, (iii) Shares owned both as of the Offer Commencement Date and immediately prior to the Effective Time by Parent or by any direct or indirect wholly owned Subsidiary of the Company or Parent (other than Purchaser), in each case other than Shares held on behalf of third parties, which will be converted into a number of shares of common stock of the Surviving Corporation such t