Forte Biosciences, Inc.

false 12-31 0001419041 NASDAQ 0001419041 2026-08-27 2026-08-27 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): August 27, 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 Nasdaq Capital Market 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. ☐ Introductory Note. As previously disclosed on July 26, 2026 in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “ SEC ”) by Forte Biosciences, Inc., a Delaware corporation (the “ Company ”), the Company entered into an Agreement and Plan of Merger, dated as of July 26, 2026 (the “ Merger Agreement ”), by and among the Company, 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 ”). Item 2.01. Completion of Acquisition or Disposition of Assets. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein and in the Offer to Purchase, dated August 6, 2026, and the related Letter of Transmittal, on August 6, 2026, Purchaser commenced a tender offer (the “ Offer ”) to purchase all of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“ Shares ”), at a price per Share of $77.00 per Share, net to the seller in cash, without interest (the “ Offer Price ”), subject to any withholding tax. The Offer expired at one minute after 11:59 p.m., Eastern Time, on August 26, 2026 (the “ Expiration Date ”). According to Computershare Trust Company, N.A., the depositary and paying agent for the Offer, as of the Expiration Date, 19,894,879 Shares were validly tendered and not validly withdrawn in the Offer, representing, together with Shares already owned by Parent, approximately 87.13% of the outstanding Shares. The number of Shares tendered satisfied the condition to the Offer that there be validly tendered, and not validly withdrawn, in the Offer a number of Shares that, considered together with all other Shares owned by Purchaser and its “affiliates” (as such term is defined in Section 251(h)(6) of the Delaware General Corporation Law, as amended (“ DGCL ”)), represent one more Share than 50% of the total number of Shares outstanding as of immediately following the “consummation” (as such term is defined in Section 251(h)(6) of the DGCL) of the Offer. All other conditions to the Offer were satisfied or waived as of the Expiration Date. As a result, following the Expiration Date, Purchaser irrevocably accepted for payment (the time of such acceptance, the “ Offer Acceptance Time ”), and will promptly pay for, all Shares tendered and not validly withdrawn pursuant to the Offer in accordance with the terms of the Offer and the Merger Agreement. Following the consummation of the Offer, the remaining conditions to the Merger (as defined below) set forth in the Merger Agreement were satisfied or waived, and on August 27, 2026, Purchaser merged with and into the Company (the “ Merger ” and, together with the Offer and the other transactions contemplated by the Merger Agreement, the “ Transactions ”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. The Merger was completed pursuant to Section 251(h) of the DGCL, without a meeting or vote of the Company’s stockholders. Pursuant to the Merger, each Share outstanding immediately prior to the effective time of the Merger (the “ Effective Time ”) (other than (i) (a) Shares owned both as of the date on which Purchaser commenced the Offer, within the meaning of Rule 14d-2 under the Exchange Act and immediately prior to the Effective Time by the Company (including those held in the Company’s treasury), Parent, Purchaser or any direct or indirect wholly owned subsidiary of the Company or Parent (other than Shares held on behalf of third parties), and (b) Shares irrevocably accepted for purchase pursuant to the Offer, and (ii) Shares issued and outstanding immediately prior to the Effective Time that are held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither validly withdrawn nor lost their rights to such appraisal and payment under the DGCL), was converted into the right to receive the Offer Price in cash (the “ Merger Consideration ”), without interest, subject to any withholding tax. In addition, pursuant to the Merger Agreement, at the Effective Time: • each option to purchase Shares (each, a “ Company Option ”) that was outstanding and unexercised, whether or not vested, and which had a per Share exercise price that was less than the Merger Consideration, was canceled and converted into the right of the holder to receive (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Merger Consideration over (b) the per Share exercise price subject to such Company Option, multiplied by (y) the total number of Shares subject to such Company Option immediately prior to the Effective Time; • each Company Option that was then outstanding and unexercised, whether or not vested, and which had a per Share exercise price that was equal to or greater than the Merger Consideration, was cancelled with no additional consideration payable therefor; and • each award of restricted stock units with respect to Shares (each, a “ Company RSU ”) that was outstanding, whether or not vested, was canceled and converted into the right of the holder to receive (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Merger Consideration, multiplied by (y) 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 and the Merger Agreement, each holder of any Company pre-funded warrant to purchase Shares (each, a “ Company Prefunde