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”).

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and paying agent for the Offer, as of the Expiration Date, 19,894,879 Shares were validly tendered and not validly withdrawn in the Offer, representing, together with Shares already owned by Parent, approximately 87.13% of the outstanding Shares. The number of Shares tendered satisfied the condition to the Offer that there be validly tendered, and not validly withdrawn, in the Offer a number of Shares that, considered together with all other Shares owned by Purchaser and its “affiliates” (as such term is defined in Section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time of such acceptance, the “Offer Acceptance Time”), and will promptly pay for, all Shares tendered and not validly withdrawn pursuant to the Offer in accordance with the terms of the Offer and the Merger Agreement.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:

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 Prefunded Warrant”) that was outstanding and unexercised as of the Offer Acceptance Time has the right to receive, upon exercise of such Company Prefunded Warrant, the Merger Consideration with respect to each Share issuable upon exercise in full thereof, without regard to any limitations on exercise contained in the applicable warrant agreement.

 

The aggregate amount of funds used by Parent to consummate the Offer and the Merger (including payments for Company Options, Company RSUs, Company Prefunded Warrants and other payments referred to in the Merger Agreement) was approximately $2.2 billion, which was funded through Parent’s cash on hand.

 

The foregoing description of the Merger Agreement and the Transactions is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on July 26, 2026, and is incorporated herein by reference.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

In connection with the consummation of the Transactions, the Company notified Nasdaq Stock Market LLC (“NASDAQ”) of the consummation of the Merger and requested that NASDAQ suspend trading of Shares and file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company also intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting the termination of registration of Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to Shares.

The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

The information set forth in the Introductory Note, Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Offer, a change in control of the Company occurred. At the Effective Time, the Company became a wholly owned subsidiary of Parent.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

In connection with the consummation of the Transactions, Paul A. Wagner, Ph.D., Steven Kornfeld, Scott Brun, M.D., Barbara K. Finck, M.D., Stephen K. Doberstein, Ph.D., Richard Vincent, Shiv Kapoor and David Gryska, being all of the directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company as of the Effective Time. In addition, pursuant to the terms of the Merger Agreement, each officer of the Company ceased to be an officer of the Company as of the Effective Time.

 

Pursuant to the terms of the Merger Agreement, at the Effective Time, the directors and officers of Purchaser as of immediately prior to the Effective Time, which consisted of Arjen Lemmen, Karl Gubitz and Hemamalini (Malini) Moorthy, became the directors and officers of the Company.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.