Forte Biosciences, Inc.

SC 14D9/A 1 ny20080630x2_sc14d9a.htm SC 14D9/A 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. 2) 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 Dan Koeppen Remi Korenblit 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. 2 to Schedule 14D-9 (this “ Amendment No. 2 ”) 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. 2 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. The purpose of this Amendment No. 2 is to provide supplemental information concerning the Offer. The Company believes that the disclosures originally set forth in the Schedule 14D-9 comply fully with all applicable laws. Nothing in this Amendment No. 2 shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies that any additional disclosure was or is required and believes that the supplemental disclosures contained herein are immaterial. All paragraph headings and page references used herein refer to the headings and pages in the Schedule 14D-9 before any additions or deletions resulting from this Amendment No. 2 or any other amendments. The supplemental information is identified below by bold , underlined text. Stricken-through text shows text being deleted from a referenced disclosure in the Schedule 14D-9. If information in this Amendment No. 2 differs from or updates information contained in the Schedule 14D-9, then the information in this Amendment No. 2 is more current and supersedes the different information contained in the Schedule 14D-9. THIS AMENDMENT NO. 2 SHOULD BE READ IN CONJUNCTION WITH THE SCHEDULE 14D-9 AND THE SCHEDULE 14D-9 SHOULD BE READ IN ITS ENTIRETY . ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS The paragraph under the caption “Arrangements with Current Executive Officers and Directors of the Company – Future Arrangements Following the Closing ” on page 10 of the Schedule 14D-9 is amended and restated as follows: Other than as described above, as of the date of this the Schedule 14D-9 and as of August 21, 2026, the date of this Amendment No. 2 , none of the Company’s executive officers have (i) reached an understanding on potential employment or other retention terms with the Surviving Corporation or with Parent or Purchaser; (ii) entered into restrictive covenant agreements with the Surviving Corporation or with Parent or Purchaser, or (iii) entered into any definitive agreements or arrangements regarding employment or other retention with the Surviving Corporation or with Parent or Purchaser to be effective following the consummation of the Closing , or (iv) reached an understanding with the Surviving Corporation or with Parent or Purchaser regarding equity participation in the Surviving Corporation or Parent . However, prior to the Closing, Parent or Purchaser may initiate discussions regarding employment or other retention terms and may enter into definitive agreements regarding employment or retention for certain of the Company’s employees to be effective as of the Closing. ITEM 4. THE SOLICITATION OR RECOMMENDATION The second paragraph under the caption “Certain Unaudited Prospective Financial Information” on page 21 of the Schedule 14D-9 is amended and restated as follows: As part of the Company Board’s evaluation of a potential sale of the Company and other potential strategic alternatives available to the Company (including continuing as an independent company), the Company management prepared, at the direction of the Company Board, and reviewed with the Company Board, certain unaudited prospective financial information, for the Company for fiscal years 2026 through 2045 , which included certain risk-based adjustments estimated by the Company management, summarized in the table below (the “Projections”). The Projections (for the avoidance of doubt, without any alterations or adjustments) were approved by the Company Board for use and reliance by, and provided by the Company management to, Guggenheim Securities for purposes of Guggenheim Securities’ financial analysis and opinion to the Company Board, as described in “Item 4 - The Solicitation or Recommendation - Opinion of Guggenheim Securities.” For more information on the review and use of the Projections, see “Item 4 - The Solicitation or Recommendation – Background of the Offer and the Merger.” The Projections were not provided to argenx or Purchaser or any of their representatives or advisors. The second footnote to the table under the caption “Certain Unaudited Prospective Financial Information” on page 22 of the Schedule 14D-9 is amended and restated as follows: (2) The calculation of tax expense assumes a tax rate of 25% and aggregate estimated cash savings from tax assets , including net operating loss carryforwards, of approximately $153 million in fiscal years 2032 through 2034. The second bullet point under the caption “Opinion of Guggenheim Securities, LLC – Summary of Financial Analyses – Change-of-Control Financial Analyses – Discounted Cash Flow Analysis ” on page 29 of the Schedule 14D-9 is amended and restated as follows: Guggenheim Securities used a discount rate range of 11.75% - 14.50% based on its estimate of the Company’s weighted average cost of capital . , using its professional judgment and experience, and used the mid-year discounting convention to discount the Company-Provided Financial Projections to a valuation date of June 30, 2026. The third bullet point under the caption “Opinion of Guggenheim Securities, LLC – Su