Forte Biosciences, Inc. 8-K

What Happened
Forte Biosciences, Inc. (FBRX) announced on July 26, 2026 that it entered into a definitive Agreement and Plan of Merger with argenx BV and a wholly owned purchaser subsidiary. The transaction calls for a two-step deal: a cash tender offer followed by a merger, with the offer price set at $77.00 per share. The Company’s board unanimously recommended that stockholders accept the Offer. The Offer must be commenced within 10 business days of the agreement and will initially remain open for at least 15 business days.

Key Details

• Deal date: July 26, 2026; Offer price: $77.00 per share in cash (subject to withholding taxes).
• Closing mechanics: tender offer followed by a merger under Section 251(h) of the Delaware General Corporation Law.
• Minimum Condition: Purchaser must receive tenders representing, together with shares already owned by Purchaser/affiliates, more than 50% of outstanding shares (one share over 50%).
• Conditions: customary closing conditions and HSR antitrust waiting period; the Offer is not subject to a financing condition.
• Equity treatment: in the Merger, outstanding options with exercise price < $77 will be cashed out for the spread × shares; options with exercise price ≥ $77 will be cancelled with no consideration; RSUs will be cashed out at $77 × underlying shares; pre-funded warrants become exercisable to receive the merger consideration after Offer acceptance.
• Board/staff support: Board unanimously recommended the Offer; directors and executive officers holding ~1% of shares entered support/tender agreements.
• Termination and break fee: Company may pay a $65 million termination fee in specified circumstances; the agreement contains no-shop restrictions with fiduciary out for a superior offer.
• Outside dates: either party may terminate if the Offer Acceptance Time has not occurred one minute after 11:59 p.m. ET on November 30, 2026.

Why It Matters
This is a definitive cash acquisition at $77.00 per share, which gives Forte stockholders a clear cash exit if they tender their shares and the minimum tender threshold is met. The deal will convert most equity awards into cash value or cancel them depending on strike prices, so holders of options and RSUs should review the specific treatment. Completion still depends on tender participation, required regulatory clearances (HSR) and other customary conditions, and the agreement includes a $65 million termination fee and protections against competing bids. Formal tender documents (Schedule TO) and the Company’s recommendation statement (Schedule 14D-9) will be filed with the SEC when the Offer is launched—investors should read those materials carefully when available.