SEC Form 8-K filed by Forte Biosciences Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On April 8, 2026, Forte Biosciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Guggenheim Securities, LLC as representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering (the “Offering”) of 5,709,936 shares of the Company’s common stock, par value $0.001 per share, at a price to the public of $26.27 per share (the “Shares”). The Company also granted the Underwriters an option, exercisable for a period of 30 days, to purchase up to an additional 856,490 Shares (the “Option”). All of the Shares in the Offering are being sold by the Company.
The gross proceeds from the Offering are expected to be approximately $150 million before deducting underwriting discounts and commissions and other offering expenses, and assuming no exercise of the Option by the Underwriters. The Offering is expected to close on or about April 10, 2026, subject to satisfaction of customary closing conditions.
The Company estimates the net proceeds to the Company from this offering will be approximately $141 million (or approximately $162 million if the underwriters’ option to purchase additional shares is exercised in full) after deducting underwriting discounts and commissions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by such parties.
The Offering is being made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-286226) (the “Registration Statement”), previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the Offering has been filed with the SEC and a final prospectus supplement and accompanying prospectus relating to the offering will also be filed with the SEC.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the validity of the Shares is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement.
Item 7.01. Regulation FD Disclosure.
As part of the Offering, argenx BV has made a strategic investment in the Company.
Item 8.01. Other Events.
A copy of the press release announcing the pricing of the Offering is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
Forward Looking Statements
This report contains forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negatives of these terms or other similar expressions. These statements are based on the Company’s current beliefs and expectations. Forward-looking statements in this report include statements regarding the completion and timing of the Offering and the anticipated proceeds from the Offering. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation: whether or not the Company will be able to raise capital through the sale of securities or consummate the Offering; the final terms of the Offering; the satisfaction of customary closing conditions; prevailing market conditions; general economic and market conditions as well as geopolitical developments; and other risks. Additional risks, uncertainties, and other information affecting the Company’s business and operating results are contained in the Company’s Annual Report on Form 10-K filed on March 31, 2026, and in its other filings with the SEC. All forward-looking statements in this Current Report on Form 8-K are current only as of the date hereof and, except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated as of April 8, 2026. | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, P.C. | |
| 23.1 | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1). | |
| 99.1 | Press Release dated April 8, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORTE BIOSCIENCES, INC. | ||||||
| Date: April 9, 2026 | By: | /s/ Antony Riley | ||||
| Antony Riley Chief Financial Officer | ||||||