As filed with the Securities and Exchange Commission on August 27, 2026

Registration No. 333-217300

Registration No. 333-223558

Registration No. 333-229963

Registration No. 333-235852

Registration No. 333-244407

Registration No. 333-255125

Registration No. 333-265823

Registration No. 333-271036

Registration No. 333-278647

Registration No. 333-284769

Registration No. 333-290610

Registration No. 333-296421

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

POST-EFFECTIVE AMENDMENT NO. 1 TO:

Form S-8 Registration Statement No. 333-217300

Form S-8 Registration Statement No. 333-223558

Form S-8 Registration Statement No. 333-229963

Form S-8 Registration Statement No. 333-235852

Form S-8 Registration Statement No. 333-244407

Form S-8 Registration Statement No. 333-255125

Form S-8 Registration Statement No. 333-265823

Form S-8 Registration Statement No. 333-271036

Form S-8 Registration Statement No. 333-278647

Form S-8 Registration Statement No. 333-284769

Form S-8 Registration Statement No. 333-290610

Form S-8 Registration Statement No. 333-296421

UNDER

THE SECURITIES ACT OF 1933

 

 

FORTE BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter) 

 

 

 

3060 Pegasus Park Drive, Building 6

Dallas, Texas 75247

(310) 618-6994

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Hemamalini (Malini) Moorthy

Vice President and Secretary

3060 Pegasus Park Drive, Building 6

Dallas, Texas 75247

(310) 618-6994

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Damien Zoubek, Esq.

Oliver J. Board, Esq.

Freshfields US LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

(212) 277-4000

 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

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 7(a)(2)(B) of the Securities Act. ☐

 

EXPLANATORY NOTE AND DEREGISTRATION OF UNSOLD SECURITIES

 

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the deregistration of all shares of common stock, $0.001 par value per share (“Common Stock”), of Forte Biosciences, Inc., a Delaware corporation (the “Registrant”), remaining unsold or otherwise unissued under the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by the Registrant with the Securities and Exchange Commission (the “SEC”):

 

 

On August 27, 2026, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 26, 2026 (the “Merger Agreement”), by and among the Registrant, 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 argenx (“Purchaser”), Purchaser merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of Parent.

 

As a result of the transactions contemplated by the Merger Agreement, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unissued at the termination of the offerings, the Registrant hereby deregisters all securities previously registered but unsold or otherwise unissued under the Registration Statements, if any, as of the date hereof.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas, on August 27, 2026.

 

 

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8, in reliance upon Rule 478 under the Securities Act of 1933, as amended.