Form 8-K - Current report

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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): June 11, 2024

 

 

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, Texas				75247
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: [phone]

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		FBRX		The NASDAQ Stock Market LLC

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. ☐

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

On June 11, 2024, Forte Biosciences, Inc. (the “Company”) entered into a Standstill and Voting Agreement (the “Standstill Agreement”) with Camac Fund, LP (“Camac”), Camac Partners, LLC, Camac Capital, LLC, and Eric Shahinian (collectively, the “Camac Group”). As of the date of the Standstill Agreement, the Camac Group has a beneficial ownership interest in the common stock, $0.001 par value per share (“Common Stock”), of the Company totaling, in the aggregate, 1,277,176 shares, or approximately 3.5% of the Company’s common stock issued and outstanding (based on the Company’s shares outstanding as of May 10, 2024).

The Standstill Agreement provides, among other things, that from the date of the Standstill Agreement until the date that is fifteen days prior to the deadline for the submission of stockholder nominations of directors and business proposals for the Company’s 2028 annual meeting of stockholders (the “Restricted Period”):

 

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at each annual or special meeting of the Company’s stockholders and for any action by written consent of the Company’s stockholders, the Camac Group will cause all shares of capital stock that are beneficially owned by the Camac Group to be (a) present for quorum purposes and (b) voted or consented (i) in favor of the election of each person nominated by the Company’s Board of Directors (the “Board”) for election as a director; (ii) against any proposals or resolutions to remove any member of the Board; and (iii) in accordance with the recommendation of the Board on all other proposals or business that may be the subject of stockholder action at such meeting or action by written consent;

 

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the Camac Group shall be subject to standstill restrictions (as more fully described in the Standstill Agreement), including restrictions against (i) acquiring any additional securities of the Company, (ii) making any public announcement with respect to, or publicly offering or proposing, any change of control transaction of the Company, (iii) engaging in or knowingly assisting any proxy contests or other activism campaigns, and related matters, including the nomination or removal of directors, (iv) the solicitation of stockholders for any shareholder proposal or causing or encouraging any person to initiate such a proposal, (v) seeking election to or representation on the Board, nominating or encouraging any other person to nominate a director to the Board, or seeking the removal of any member of the Board, (vi) advising or encouraging any third party to vote on any matter in a manner inconsistent with the Board’s recommendation, (vii) selling securities to any third party with a known history of activism or known plans to engage in activism, (viii) seeking to make certain corporate governance changes as described in the Standstill Agreement, (ix) any stockholder communications pursuant to Rule 14a-1(l)(2)(iv), (x) calling a stockholder meeting, (xi) depositing any shares in any voting trust or other voting arrangement (other than solely among the Camac Group), (xii) forming or participating in any “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (xiii) making any books and records demand, and (xiv) making any statement that would disparage the Company; and

 

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the Camac Group shall not take any actions that could reasonably be expected to have the effect or encouraging or assisting any third party in engaging in any actions that would violate the Standstill Agreement if taken by the Camac Group.

The foregoing description of the Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the Standstill Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 1.01.

 

Item 8.01.

Other Events.

Also on June 11, 2024, the Company and the members of the Board entered into a Stipulation and Agreement of Settlement, Compromise, and Release (the “Stipulation”) to settle the action pending in the Delaware Court of Chancery (the “Court”) captioned, Camac Fund, LP v. Paul A. Wagner, et al., C.A. No. 2023-0817-MTZ (the “Action”).

Pursuant to the Scheduling Order entered by the Court on June 12, 2024, in connection with the proposed settlement of the Action, the Company is filing, as Exhibit 99.1 to this Current Report on Form 8-K, the Notice of Pendency of Derivative and Class Action, Proposed Settlement, and Settlement Hearing (the “Notice”). The Notice references the Stipulation, which is filed as Exhibit 99.2 to this Current Report on Form 8-K.

The proposed settlement will resolve the Action brought by Camac against the members of the Board named as individual defendants, Paul A. Wagner, Lawrence Eichenfield, Barbara K. Finck, Donald A. Williams, Stephen K. Doberstein, Steven Kornfeld, Scott Brun, and David Gryska, and Forte as nominal defendant, relating to a Securities Purchase Agreement dated July 28, 2023, for a private placement with certain qualified buyers, institutional accredited investors, and certain executive officers, senior management, and members of the Board pursuant to which the Company raised gross proceeds of approximately $25 million (the “Private Placement”). Camac alleged, among other things, that the Private Placement interfered with its effort to elect two directors to the Board at the Company’s 2023 annual meeting of stockholders.

The settlement involves changes to the composition of the Board, specifically, the Board will be expanded to nine seats, one incumbent director will resign, and two directors selected by Camac from a list of five candidates identified by the Company will be appointed to the Board, as well as the formation of a committee of the Board to explore strategic alternatives for the Company. In addition, the Company will not renew its Preferred Stock Rights Agreement, dated as of July 12, 2022, as amended on June 26, 2023, when it expires by its terms in July 2024. If approved, the settlement will include payment of certain attorneys’ fees and expenses to Camac, as may be approved by the Court. Pursuant to the Stipulation, Camac also has entered into the Standstill Agreement with the Company as described above, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The Company has also agreed to reimburse Camac for its out-of-pocket expenses in connection with Camac’s proxy contest in advance of the 2023 annual meeting.

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Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit		Description
10.1		Standstill and Voting Agreement dated June 11, 2024, by and between the Company and the Camac Group.
99.1		Notice of Pendency of Derivative and Class Action, Proposed Settlement, and Settlement Hearing.
99.2		Stipulation and Agreement of Settlement, Compromise, and Release.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: June 14, 2024				By:		/s/ Antony Riley
						Antony Riley
						Chief Financial Officer

Exhibit 10.1

Forte Biosciences, Inc.

3060 Pegasus Park Drive, Building 6

Dallas, Texas 75247

June 11, 2024

Camac Fund, LP

c/o Camac Partners, LLC

350 Park Avenue, 13th Floor

New York, New York 10022

Ladies and Gentlemen:

This standstill and voting agreement (this “Agreement”) constitutes the agreement between (a) Forte Biosciences, Inc. (“Company”) and (b) Camac Fund, LP (“Camac Fund”) and each of the other related Persons (as defined below) set forth on the signature pages to this Agreement (collectively, with Camac Fund, the “Camac Fund Signatories”). Company and the Camac Fund Signatories are collectively referred to as the “Parties.” The Camac Fund Signatories and each Affiliate (as defined below) of each Camac Fund Signatory are collectively referred to as the “Camac Group.”

1.   Voting Commitment. During the Restricted Period, at each annual or special meeting of Company’s stockholders (including any adjournments, postponements or other delays thereof) or action by written consent of Company’s stockholders, the Camac Fund Signatories will cause all Voting Securities (as defined below) that are beneficially owned by the Camac Group to be (a) present for quorum purposes and (b) voted or consented (i) in favor of the election of each person nominated by the Company’s Board of Directors (the “Board”) for election as a director; (ii) against any proposals or resolutions to remove any member of the Board; and (iii) in accordance with the recommendation of the Board on all other proposals or business that may be the subject of stockholder action at such meeting or action by written consent.

2.   Standstill.

(a)   Restricted Activities. During the Restricted Period, each of the Camac Fund Signatories agrees that it will not, and shall cause the other Restricted Persons not to, in any way, directly or indirectly (in each case, except as expressly permitted by this Agreement):

(i)   acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, by purchase or otherwise, any shares of Company common stock or other Voting Securities of the Company, including any stock, option, warrant, convertible security, stock appreciation right or other similar right (including, without limitation, any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index);

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(ii)   make any public announcement or proposal with respect to, or publicly offer or propose, (A) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of Company or any of its subsidiaries; (B) any form of restructuring, recapitalization, liquidation, dissolution, dividend, distribution, return of capital or change in capital allocation or other similar transaction with respect to Company or any of its subsidiaries; or (C) any form of tender or exchange offer for shares of Company’s common stock or other Voting Securities, whether or not such transaction involves a Change of Control (as defined below) of Company, it being understood that none of the foregoing will prohibit the Camac Fund Signatories from (1) selling or tendering their shares of Company’s common stock, and otherwise receiving consideration, pursuant to any such transaction or (2) voting on any such transaction in accordance with paragraph 1;

(iii)   engage in, or knowingly assist in the engagement in (including engagement by use of or in coordination with a universal proxy card), any solicitation of proxies or written consents to vote any Voting Securities, or conduct, or assist in the conducting of, any type of binding or nonbinding referendum with respect to any Voting Securities, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents) with respect to, or from the holders of, any Voting Securities, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Securities Exchange Act of 1934, as amended, and with the rules and regulations thereunder (the “Exchange Act”), to vote any securities of Company (including by initiating, encouraging or participating in any “withhold” or similar campaign), in each case other than in a manner that is consistent with the Board’s recommendation on a matter;

(iv)   initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the Securities and Exchange Commission (“SEC”), including any solicitations of the type contemplated by Rule 14a-2(b) promulgated under the Exchange Act) Company’s stockholders for the approval of any shareholder proposal, whether made pursuant to Rule 14a-4 or Rule 14a-8 promulgated under the Exchange Act, or otherwise, or cause or encourage any Person to initiate or submit any such shareholder proposal;

(v)   (A) seek, alone or in concert with others, election or appointment to, or representation on, the Board, (B) nominate or propose the nomination of, or recommend the nomination of, or encourage any Person to nominate or propose the nomination of or recommend the nomination of, any candidate to the Board, or (C) seek, alone or in concert with others, or encourage any Person to seek, the removal of any member of the Board;

(vi)   advise or knowingly encourage any Person with respect to the voting of (or execution of a written consent in respect of) or disposition of any securities of Company other than in a manner that is consistent with the Board’s recommendation on a matter;

(vii)   other than in open market sale transactions where the identity of the purchaser is not known, sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of Company or any rights decoupled from the underlying securities held by the Camac Fund Signatories to any Person not a party to this Agreement (a “Third Party”) with a known history of activism or known plans to engage in

 

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activism (it being understood that such knowledge will be deemed to exist with respect to any publicly available information, including information in documents filed with the SEC);

(viii)   take any action in support of, or make any proposal or request that constitutes or would result in: (A) advising, replacing or influencing any director or the management of Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (B) any material change in the capitalization, stock repurchase programs or practices, capital allocation programs or practices, or distribution, dividend or return of capital policies, programs or practices of Company; (C) any other material change in Company’s management, business or corporate structure; (D) seeking to have Company waive or make amendments or modifications to its bylaws or certificate of incorporation, or other actions that could reasonably be expected to impede or facilitate the acquisition of control of Company by any Person; (E) causing a class of securities of Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of securities of Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;

(ix)   communicate with stockholders of Company or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act;

(x)   call or seek to call, or request the call of, alone or in concert with others, any meeting of stockholders, whether or not such a meeting is permitted by the bylaws, including a “town hall meeting”;

(xi)   deposit any shares of Company’s common stock or other Voting Securities in any voting trust or subject any shares of Company’s common stock or other Voting Securities to any arrangement or agreement with respect to the voting of any shares of Company’s common stock or Voting Securities (other than (A) any such voting trust, arrangement or agreement solely among the Camac Fund Signatories that is otherwise in accordance with this Agreement or (B) customary brokerage accounts, margin accounts, prime brokerage accounts and the like);

(xii)   seek, or knowingly encourage or advise any Person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to Company or seek, or knowingly encourage or take any other action with respect to, the election or removal of any directors;

(xiii)   form, join or in any other way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Security (other than a group that includes all or some of the Camac Fund Signatories); provided, however, that nothing herein shall limit the ability of an Affiliate of the Camac Fund Signatories to join or in any way participate in the “group” currently in existence as of the execution date of this Agreement and comprising the Camac Fund Signatories following the execution of this Agreement, so long as any such Affiliate agrees to be subject to, and bound by, the terms and conditions of this Agreement and, if required under the Exchange Act, files a Schedule 13D or an amendment thereof, as applicable, within two Business Days after disclosing that the Camac Fund Signatories have formed a group with such Affiliate;

 

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(xiv)   demand a copy of Company’s list of stockholders or its other books and records or make any request pursuant to Rule 14a-7 under the Exchange Act or under any statutory or regulatory provisions of Delaware providing for stockholder access to books and records (including lists of stockholders) of Company (and, immediately upon signing, will withdraw any pending demands for books and records and dismiss any pending complaints seeking books and records of the Company);

(xv)   make any request or submit any proposal to amend or waive the terms of this paragraph 2, other than through non-public communications with Company that would not be reasonably likely to trigger public disclosure obligations for any Party;

(xvi)   enter into any discussions, negotiations, agreements or understandings with any Person with respect to any action that the Camac Fund Signatories are prohibited from taking pursuant to this paragraph 2, or advise, assist, knowingly encourage or seek to persuade any Person to take any action or make any statement with respect to any such action, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; or

(xvii)   make or cause to be made any statement that disparages, calls into disrepute, slanders, impugns, casts in a negative light or otherwise damages the reputation of Company or any of its Affiliates, subsidiaries, successors or assigns, or any of its or their respective current or former officers, directors, employees, stockholders, agents, attorneys, advisors or representatives, or any of its or their respective businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of the other or its businesses, products or services (including any statements regarding Company’s strategy, policies (including capital allocation programs and practices), governance, operations, performance, products or services), it being understood that this clause (xvii) will not restrict the ability of any Restricted Person to (i) comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over such Restricted Person; or (ii) enforce such Restricted Person’s rights pursuant to this Agreement.

(b)   Permitted Activities. Notwithstanding anything to the contrary in this Agreement, the Camac Fund Signatories shall not be prohibited or restricted from (i) communicating privately with officers of Company in a manner consistent with communications that may be reasonably made by all stockholders of Company, so long as such communications are not intended to lead to, and would not reasonably be expected to require, any public disclosure of such communications by any Party; (ii) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or reasonably may have, jurisdiction over such Camac Fund Signatories, provided, that a breach by such Camac Fund Signatories of this Agreement is not the cause of the applicable requirement; or (iii) communicating with stockholders of Company and others in a manner that does not otherwise violate this Agreement.

(c)   No Indirect Actions. During the Restricted Period, the Camac Fund Signatories shall refrain from taking any actions which could reasonably be expected to have the effect of encouraging or assisting any Third Party to engage in actions which, if taken by the Camac Fund Signatories, would violate this Agreement.

 

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(d)   Stockholder Access to Company. The Camac Fund Signatories and Company acknowledge that, other than as restricted by the terms in this Agreement or applicable law, the Camac Fund Signatories shall conduct themselves as, and be treated as, any other stockholder, with similar stockholder rights and access to management and the Board. The Camac Fund Signatories shall not have or claim any information rights beyond those afforded to all other stockholders (other than as limited or otherwise restricted by the provisions of paragraph 2(a)) and acknowledge Company’s securities disclosure obligations, including under Regulation FD.

3.    Compliance with this Agreement. The Camac Fund Signatories will cause the other Restricted Persons to comply with the terms of this Agreement and will be responsible for any breach of the terms of this Agreement by any Restricted Person (even if such Restricted Person is not a party to this Agreement).

4.    Public Disclosure. Neither Company nor any member of the Camac Group will (i) make any public statements with respect to the matters covered by this Agreement (or in any other filing with the SEC, any other regulatory or governmental agency, any stock exchange or in any materials that would reasonably be expected to be filed with the SEC) that are inconsistent with, or otherwise contrary to, the terms of this Agreement, the Confidential Term Sheet to Settle Stockholder Action dated June 4, 2024, between the parties to the action captioned Camac Fund, LP v. Paul A. Wagner, et al., C.A. No. 2023-0817-MTZ, in the Delaware Court of Chancery (the “Delaware Action”), or the Stipulation of Settlement for the Delaware Action dated June 11, 2024 (the “Delaware Stipulation of Settlement”); or (ii) speak on the record or on background with the press, media or any analysts about the other Party or any of its respective Affiliates, subsidiaries, successors or assigns, or any of its or their respective current or former officers, directors, employees, stockholders, agents, attorneys, advisors or representatives. The Camac Group acknowledges and agrees that the Company may file this Agreement with the SEC as an exhibit to a Current Report on Form 8-K and other filings with the SEC and the Company acknowledges and agrees that the Camac Group may file this Agreement as an exhibit to its Schedule 13D related to the Company with the SEC. Prior to the issuance of a Current Report on Form 8-K to be filed by the Company with the SEC regarding the settlement of the Delaware Action and this Agreement, neither Company nor any member of the Camac Group will issue any press release or public announcement regarding this Agreement, file this Agreement with the SEC, or take any action that would require public disclosure of this Agreement.

5.    Definitions. As used in this Agreement, the following terms have the following meanings:

(a)   “Affiliate” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and will include Persons who become Affiliates of the Camac Group after the date of this Agreement.

(b)   “beneficially own,” “beneficially owned” and “beneficial owners” has the meaning set forth in Rule 13d-3 and Rule 13d-5(b)(1) promulgated under the Exchange Act.

(c)   “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of San Francisco is closed.

 

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(d)   “Change of Control” shall be deemed to have taken place if (i) any Person is or becomes a beneficial owner, directly or indirectly, of securities of Company representing more than 50 percent of the equity interests and voting power of Company’s then-outstanding equity securities; or (ii) Company enters into a stock-for-stock transaction whereby immediately after the consummation of the transaction Company’s stockholders retain, directly or indirectly, less than 50 percent of the equity interests and voting power of the surviving entity’s then-outstanding equity securities.

(e)   “Extraordinary Transaction” means any equity tender offer, equity exchange offer, merger, acquisition, joint venture, business combination, recapitalization, reorganization, restructuring, disposition, distribution, or other transaction with a Third Party that, in each case, would result in a Change of Control of the Company, including any liquidation, dissolution or other extraordinary transaction involving a majority of its equity securities or all or substantially all of its assets (determined on a consolidated basis), and, for the avoidance of doubt, including any such transaction with a Third Party that is submitted for a vote of the Company’s stockholders, but excluding any equity financing transaction that is for the principal purpose of raising operating and working capital for the Company operations.

(f)   “Person” will be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure.

(g)   “Restricted Period” means the period from the date of this Agreement until 11:59 p.m., Eastern time, on the day that is 15 days prior to the deadline for the submission of stockholder nominations of directors and business proposals for the 2028 annual meeting of Company’s stockholders (it being understood that paragraphs 4, 6, and 9 through 19 will survive the end of the Restricted Period and any termination of this Agreement).

(h)   “Restricted Persons” means the members of the Camac Group and the principals, directors, general partners, officers, employees, agents and representatives of each member of the Camac Group.

(i)   “Voting Securities” means the shares of Company’s capital stock and any other securities of Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies.

6.    Interpretations. The words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation.” Unless the context requires otherwise, “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to in this Agreement means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. The measure of a period of one month or year for purposes of this Agreement will be the day of the following month or year corresponding to the starting date. If no corresponding date exists, then the end date of such period being measured will be the next actual day of the following month or year

 

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(for example, one month following February 18 is March 18 and one month following March 31 is May 1).

7.   Representations of the Camac Fund Signatories. Each of the Camac Fund Signatories, severally and not jointly, represents that (a) its authorized signatory set forth on the signature page of this Agreement has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind such Person; (b) this Agreement has been duly authorized, executed and delivered by it and is a valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (c) this Agreement does not and will not violate any law, any order of any court or other agency of government, its organizational documents or any provision of any agreement or other instrument to which it or any of its properties or assets is bound, or conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument to which any member of the Camac Group is bound, or result in the creation or imposition of, or give rise to, any material lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever; (d) it has not, and no member of the Camac Group has, directly or indirectly, compensated or entered into any agreement, arrangement or understanding to compensate any person for service as a director of Company with any cash, securities (including any rights or options convertible into or exercisable for or exchangeable into securities or any profit sharing agreement or arrangement) or other form of compensation directly or indirectly related to Company or its securities; and (e) as of the date of this Agreement, the Camac Fund Signatories (i) are the beneficial owners of an aggregate of 1,277,176 shares of Company’s common stock, (ii) have voting authority over such shares, and (iii) own no other equity or equity-related interest in Company.

8.   Representations of Company. Company represents that (a) its authorized signatory set forth on the signature page to this Agreement has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind Company; (b) this Agreement has been duly authorized, executed and delivered by it and is a valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (c) this Agreement does not require the approval of the stockholders of Company; and (d) this Agreement does not and will not violate any law, any order of any court or other agency of government, Company’s certificate of incorporation or bylaws, each as amended from time to time, or any provision of any agreement or other instrument to which Company or any of its properties or assets is bound, or conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument to which Company is bound, or result in the creation or imposition of, or give rise to, any material lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever.

9.   Specific Performance. Each Party acknowledges and agrees that money damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by it

 

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and that, in the event of any breach or threatened breach of this Agreement, (a) the Party seeking specific performance will be entitled to seek injunctive and other equitable relief, without proof of actual damages; (b) the Party against whom specific performance is sought will not plead in defense that there would be an adequate remedy at law; (c) the Party against whom specific performance is sought agrees to waive any applicable right or requirement that a bond be posted. Such remedies will not be the exclusive remedies for a breach of this Agreement and will be in addition to all other remedies available at law or in equity; and (d) the Party that prevailed should either Party seek injunctive relief, shall be entitled to recover reasonable costs and attorneys’ fees without regard for the prevailing Party in the final judgment, if any and that such attorneys’ fees and costs shall be recoverable on written demand at any time, including, but not limited to, prior to entry of a final judgment, if any, by the court, and must be paid within 30 days after demand or else such amounts shall be subject to the accrual of interest at a rate equal to the maximum statutory rate.

10.   Entire Agreement; Binding Nature; Assignment; Waiver. This Agreement constitutes the only agreement between the Parties with respect to the subject matter of this Agreement and it supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. This Agreement is not intended to supersede or modify the terms of the Delaware Stipulation of Settlement, which shall remain fully in effect. This Agreement binds, and will inure to the benefit of, the Parties and their respective successors and permitted assigns. No Party may assign or otherwise transfer either this Agreement or any of its rights, interests, or obligations under this Agreement without the prior written approval of the other Party. Any purported transfer requiring consent without such consent is void. No amendment, modification, supplement or waiver of any provision of this Agreement will be effective unless it is in writing and signed by the affected Party, and then only in the specific instance and for the specific purpose stated in such writing. Any waiver by any Party of a breach of any provision of this Agreement will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a Party to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right to insist upon strict adherence to that term or any other term of this Agreement in the future.

11.   Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, then the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement that is held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable, and this Agreement will otherwise be construed so as to effectuate the original intention of the Parties reflected in this Agreement. The Parties further agree to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the purposes of such invalid or unenforceable provision.

12.   Governing Law; Forum. This Agreement is governed by and will be construed in accordance with the laws of the State of Delaware. Each of the Parties (a) irrevocably and unconditionally consents to the exclusive personal jurisdiction and venue of the Court of Chancery of the State of Delaware and any appellate court thereof (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware and any appellate court thereof will have exclusive personal jurisdiction);

 

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(b) agrees that it will not challenge such personal jurisdiction by motion or other request for leave from any such court; (c) agrees that it will not bring any action relating to this Agreement or otherwise in any court other than the such courts; and (d) waives any claim of improper venue or any claim that those courts are an inconvenient forum. The Parties agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in paragraph 15 or in such other manner as may be permitted by applicable law, will be valid and sufficient service thereof.

13.   Waiver of Jury Trial. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF ANY OF THEM. No Party will seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.

14.   Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and is not enforceable by any other Person.

15.   Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been duly delivered and received (a) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (b) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; (c) immediately upon delivery by hand; or (d) on the date sent by email (except that notice given by email will not be effective unless either (i) a duplicate copy of such email notice is promptly given by one of the other methods described in this paragraph 15 or (ii) the receiving Party delivers a written confirmation of receipt of such notice either by email or any other method described in this paragraph 15 (excluding “out of office” or other automated replies)). The addresses for such communications are as follows. At any time, any Party may, by notice given to the other Parties in accordance with this paragraph 15, provide updated information for notices pursuant to this Agreement.

 If to Company:

Forte Biosciences, Inc.

3060 Pegasus Park Drive, Building 6

Dallas, Texas 75247

Attn: Paul A. Wagner, Ph.D.

Email: [e-mail]

 

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with a copy (which will not constitute notice) to:

Wilson Sonsini Goodrich & Rosati, P.C.

Sebastian Alsheimer

1301 Avenue of the Americas

New York, NY 10019

Email: [e-mail]

Brad D. Sorrels

Shannon E. German

222 Delaware Avenue, Suite 800

Wilmington, DE 19801

Email: [e-mail]

Email: [e-mail]

 If to the Camac Fund Signatories:

Camac Fund, LP

c/o Camac Partners, LLC

350 Park Avenue, 13^th Floor

New York, New York 10022

Email: [e-mail]

with a copy (which will not constitute notice) to:

Morris Kandinov LLP

305 Broadway, 7th Floor

New York, NY 10007

Attn: Aaron T. Morris

Email: [e-mail]

16.   Representation by Counsel. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts of this Agreement exchanged among the Parties will be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is expressly waived by each of the Parties, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation.

17.   Counterparts. This Agreement and any amendments to this Agreement may be executed in one or more textually identical counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed

 

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by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Any such counterpart, to the extent delivered by fax or .pdf, ..tif, .gif, .jpg or similar attachment to electronic mail or by an electronic signature service (any such delivery, an “Electronic Delivery”), will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract, and each Party forever waives any such defense, except to the extent that such defense relates to lack of authenticity.

18.   Headings. The headings set forth in this Agreement are for convenience of reference purposes only and will not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision of this Agreement.

19.   Termination. Unless otherwise mutually agreed in writing by each Party, this Agreement shall terminate upon the expiration of the Restricted Period. Notwithstanding the foregoing, paragraph 4, paragraph 6 and paragraphs 9 through 19 shall survive the termination of this Agreement. No termination of this Agreement shall relieve any Party from liability for any breach of this Agreement prior to such termination. Notwithstanding anything to the contrary in this Agreement, Company’s obligations under paragraph 1 will immediately terminate upon the earliest of: (i) any member of the Camac Group breaching this Agreement and such breach not being cured (if capable of being cured) within 15 Business Days after receipt by the Camac Fund Signatories from Company of written notice specifying the breach; or (ii) the submission by any member of the Camac Group during the Restricted Period of any director nominations in connection with any meeting of Company’s stockholders.

[Signature page follows.]

 

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Very truly yours,
FORTE BIOSCIENCES, INC.
By:		/s/ Paul Wagner
		Name:  Paul A. Wagner, Ph.D.
		Title:  Chairman and Chief Executive Officer

 

ACCEPTED AND AGREED as of the date written above:
CAMAC FUND, LP
By: Camac Capital, LLC  its General Partner
By:		/s/ Eric Shahinian
		Name:  Eric Shahinian
		Title:  Manager
CAMAC PARTNERS, LLC
By: Camac Capital, LLC  its Managing Member
By:		/s/ Eric Shahinian
		Name:  Eric Shahinian
		Title:  Manager
CAMAC CAPITAL, LLC
By:		/s/ Eric Shahinian
		Name:  Eric Shahinian
		Title:  Manager
ERIC SHAHINIAN
By:		/s/ Eric Shahinian

[Signature Page to Letter Agreement]

Exhibit 99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

 

CAMAC FUND, LP,   Plaintiff,    v.   PAUL A. WAGNER, LAWRENCE EICHENFIELD, BARBARA K. FINCK, DONALD A. WILLIAMS, STEPHEN K. DOBERSTEIN, STEVEN KORNFELD, SCOTT BRUN, and DAVID GRYSKA,   Defendants,     and   FORTE BIOSCIENCES, INC.,   Nominal Defendant.		C.A. No. 2023-0817-MTZ

NOTICE OF PENDENCY OF DERIVATIVE AND CLASS ACTION,

PROPOSED SETTLEMENT, AND SETTLEMENT HEARING

 

TO:	ALL PERSONS OR ENTITIES WHO ARE OR WERE RECORD HOLDERS OR BENEFICIAL OWNERS OF SHARES OF THE COMMON STOCK OF FORTE BIOSCIENCES, INC. (“FORTE” OR THE “COMPANY”) AS OF THE CLOSE OF BUSINESS ON JUNE 12, 2024 (THE “COMPANY STOCKHOLDERS”)

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF A LAWSUIT AND CONTAINS IMPORTANT INFORMATION. YOUR RIGHTS WILL BE AFFECTED BY THESE LEGAL PROCEEDINGS IN THIS LITIGATION. IF THE COURT APPROVES THE PROPOSED SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS OF THE PROPOSED SETTLEMENT OR PURSUING THE RELEASED CLAIMS (AS DEFINED BELOW).

IF YOU HELD COMMON STOCK OF THE COMPANY AS OF THE CLOSE OF BUSINESS ON JUNE 12, 2024 FOR A BENEFICIAL OWNER, PLEASE TRANSMIT THIS DOCUMENT PROMPTLY TO SUCH BENEFICIAL OWNER.

 

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The purpose of this Notice is to inform you of a proposed settlement (the “Settlement”) of the action captioned Camac Fund, LP v. Wagner, et al., 2023-0817-MTZ (the “Action”), pending before the Court of Chancery of the State of Delaware (the “Court”), and of a hearing to be held before the Court, in the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801 on Tuesday, July 30, 2024 at 11 a.m. (or remotely by such means as the Court may order) (the “Settlement Hearing”). The purpose of the Settlement Hearing is to determine: (a) whether the Court should approve the Settlement; (b) whether the Court should enter an Order and Final Judgment dismissing the claims asserted in the Action on the merits and with prejudice as to Plaintiff Camac Fund, LP (“Plaintiff” or “Camac”), the Company, the Class (defined below), and the Company’s stockholders, and effectuating the releases described below; (c) whether the Court should grant the application of Plaintiff for an award of attorneys’ fees and expenses actually incurred by it in connection with investigating and pursuing the claims asserted in the Action (and to reimburse Plaintiff for the attorneys’ fees and expenses already paid to its counsel); and (d) such other matters as may properly come before the Court.

This Notice will inform you of how, if you so choose, you may enter your appearance in the Action or object to the Settlement and may have your objection heard at the Settlement Hearing.

THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT AND SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY CLAIMS OR DEFENSES BY ANY OF THE PARTIES. IT IS BASED ON STATEMENTS OF THE PARTIES AND IS SENT FOR THE SOLE PURPOSE OF INFORMING YOU OF THE EXISTENCE OF THE ACTION AND OF A HEARING ON A PROPOSED SETTLEMENT SO THAT YOU MAY MAKE APPROPRIATE DECISIONS AS TO STEPS YOU MAY, OR MAY NOT, WISH TO TAKE IN RELATION TO THE ACTION.

BACKGROUND AND DESCRIPTION OF THE ACTION

On August 1, 2023, Forte announced that: (i) it had entered into a Securities Purchase Agreement dated July 28, 2023, for a private placement with certain qualified buyers, institutional accredited investors and certain executive officers, senior management, and members of the Forte Board of the Directors (the “Board”) pursuant to which the Company agreed to sell 15,166,957 shares of common stock of the Company at a purchase price of $1.006 per share, and 9,689,293 pre-funded warrants to purchase common stock at a price of $1.005 per pre-funded warrant (the “Private Placement”); (ii) the Private Placement had closed on July 31, 2023; and (iii) the gross proceeds of the Private Placement were approximately $25 million.

On August 10, 2023, Camac filed a Verified Complaint (the “Original Complaint”) in this Action against the Individual Defendants and certain of the institutional investors in the Private Placement (the “Institutional Investors”). In the Original Complaint, Camac alleged that the Individual Defendants breached their fiduciary duties in connection with the Private Placement because the sole purpose of the Private Placement was to entrench the Board and prevent Camac’s two nominees (Michael G. Hacke and Chris McIntyre) from winning election to Forte’s eight-member Board at the 2023 annual meeting of stockholders scheduled for September 19, 2023. Camac further alleged that prior decisions of the Board, including with respect to adopting a stockholder rights agreement, expanding the size of the Board and adding new directors, adopting severance agreements for Forte’s officers in the event of a change-in-control, and initiating an at-the-market offering of Forte stock, supported Camac’s claims.

Camac also alleged that the Institutional Investors aided and abetted the alleged breaches of fiduciary duty by the Individual Defendants in connection with the Private Placement. Along with the Original Complaint, Camac filed a Motion to Expedite and Motion for Preliminary Injunction

 

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in which it asked the Court to expedite proceedings and schedule a preliminary injunction hearing in advance of the 2023 annual meeting to consider its request to enjoin the counting of votes cast by the Institutional Investors at the 2023 annual meeting.

On August 16, 2023, certain of the defendants filed motions to dismiss the Original Complaint.

On August 17, 2023, following briefing and oral argument, the Court issued an oral ruling granting, in part, the Motion to Expedite. The Court held that Camac was permitted to take expedited discovery but declined to schedule a preliminary injunction hearing in advance of the 2023 annual meeting. Instead, the Court ordered the Parties to confer and submit a proposed schedule for a hearing on the motions to dismiss and the motion for preliminary injunction promptly following the 2023 annual meeting.

On September 1, 2023, Camac voluntarily dismissed without prejudice the Institutional Investors, specifically defendants Fred Alger Management, LLC, BVF Partners L.P., Farallon Capital Management, L.L.C., Perceptive Advisors LLC, and Tybourne Capital (US) LLC.

On September 8, 2023, the Court granted the remaining parties’ Stipulation and [Proposed] Scheduling Order Governing Defendants’ Motion to Dismiss, pursuant to which Camac withdrew its request for a preliminary injunction and the parties agreed to stay all discovery pending the outcome of Defendants’ motion to dismiss the Original Complaint.

On September 19, 2023, Forte held its 2023 annual meeting. Forte’s two nominees (Lawrence Eichenfield, M.D., and Paul A. Wagner, Ph.D.) won reelection to the Board.

On October 23, 2023, Camac filed its Verified Amended Class Action and Derivative Complaint (the “Amended Complaint”). Count I is styled as a direct claim on behalf of a class of Forte stockholders for breach of fiduciary duty against the Individual Defendants for approving the Private Placement and the “sequencing of the Annual Meeting and record date.” Count II is styled as a derivative claim on behalf of nominal defendant Forte and its stockholders against the Individual Defendants for “wrongful dilution.” The Amended Complaint further alleges facts regarding the Board’s adoption of the rights agreement, addition of directors to the Board, adoption of severance agreements for executives, and initiation of the at-the-market offering as support for Camac’s claims.

On November 3, 2023, Defendants moved to dismiss the Amended Complaint.

On April 15, 2024, following briefing and oral argument, the Court denied Defendants’ motion to dismiss the Amended Complaint.

On April 30, 2024, the Court entered an order granting the Parties’ Stipulation and [Proposed] Order Governing Case Schedule, which provided for expedited proceedings in advance of trial to be held on July 29-31, 2024.

Expedited discovery ensued, including extensive written discovery and multiple document productions from the Parties and certain non-parties to the Action totaling over 28,000 pages.

The Parties also briefed Defendants’ motion to quash third-party subpoenas that Camac had issued, which the Court denied on May 17, 2024. Camac also filed a motion to strike one of Defendants’ affirmative defenses and filed an opening brief in support thereof. Defendants filed an answering brief in response to the motion to strike on May 28, 2024.

 

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On June 4, 2024, the Parties reached an agreement-in-principle to settle the claims asserted in the Action, subject to execution of the Stipulation (defined below) and related papers and Court approval, and agreed to stay proceedings while the Parties negotiated the terms of the Stipulation and finalized the Settlement. The Parties informed the Court of their agreement-in-principle the same day.

REASONS FOR THE SETTLEMENT

Following an analysis of the strengths and weaknesses of the claims asserted in the Action, including review and analysis of the written and document discovery Camac received in the Action, Camac has determined that the terms of the Settlement are fair, reasonable, adequate, and in the best interests of the Company, the Class (defined below), and the Company’s stockholders, and that it is reasonable to pursue a settlement of the Action based upon those terms and the procedures outlined in the Stipulation and Agreement of Settlement, Compromise, and Release (the “Stipulation”).

For purposes of the Settlement, “Class” means the class of all record holders and beneficial owners of Forte common stock who held such stock from the period of July 28, 2023, through and including September 19, 2023 (except as limited by the following sentence), and their heirs, assigns, transferees, and successors-in-interest, in each case solely in their capacity as holders or owners of Company common stock. Excluded from the Class are (i) the Individual Defendants; and (ii) any Individual Defendant’s immediate family members (meaning any children, stepchildren, grandchildren, parents, stepparents, spouses, and siblings) (collectively, the “Excluded Parties” and each an “Excluded Party”).

At all times, Defendants have denied, and continue to deny, all allegations of wrongdoing in the Action, including without limitation that they have committed any breaches of fiduciary duty, that they have violated Delaware law, or that Plaintiff or the Company and its stockholders have suffered any damages. Defendants expressly maintain that they have at all times complied with their fiduciary and legal duties.

Although Defendants believe that they have strong defenses to the claims asserted in the action, Defendants entered into the Stipulation because the Settlement will eliminate the burden, expense, distraction, and uncertainties inherent in further litigation.

SETTLEMENT CONSIDERATION

Class-Wide Settlement Consideration. Subject to approval of the Settlement by the Court, the Parties agree that:

 

(a)

The Board shall be expanded to nine seats, one incumbent director shall resign from the Board, and two (2) directors to be selected by Camac from a list of five (5) candidates to be identified by the Company shall be appointed to the Forte Board (the “Camac Nominees”).

 

(b)

The Board shall establish a committee of directors, which shall be less than the full Board and shall include the Camac Nominees, to evaluate strategic alternatives for the Company.

 

(c)

The Company shall not renew the Rights Agreement dated July 11, 2022, as amended on June 26, 2023, when it expires by its terms on July 12, 2024, and further agrees not to adopt a new rights plan for a period of three (3) years following the expiration of the Rights Agreement on July 12, 2024.

 

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Camac Standstill and Reimbursement of Out-of-Pocket Expenses.

 

(a)

In addition, as part of the Settlement, Camac has agreed to enter into a standstill and voting agreement and Forte has agreed to pay Camac’s out-of-pocket expenses in related to the 2023 annual meeting and proxy contest. Specifically, within three (3) days of entering into the Stipulation, Camac shall enter into a standstill and voting agreement with the Company with standard terms to be negotiated in good faith between the parties and a duration of three (3) years from the date of execution. Until such time as Camac executes the standstill and voting agreement pursuant to this Paragraph, Camac shall not nominate directors for the 2024 annual meeting or vote against management’s slate or proposals at the 2024 annual meeting.

 

(b)

Within three (3) days of executing the standstill and voting agreement contemplated in paragraph (a) above, the Company shall pay or cause to be paid to Camac a total of $364,000.00 (U.S. Dollars) in cash via wire transfer to compensate Camac for its documented out-of-pocket expenses incurred in connection with the 2023 annual meeting and its proxy contest to nominate Messrs. Hacke and McIntyre to the Board.

RELEASE OF CLAIMS

Effective upon the Effective Date (as defined below):

(a)  Plaintiff’s and the Settlement Class’s Releases. The Plaintiff and Settlement Class Releasors shall fully, finally, and forever release and discharge each and all of the Defendant Released Parties from any and all of Plaintiff’s and the Settlement Class’s Released Claims.

“Plaintiff and Settlement Class Releasors” means Camac, including its principals, directors, officers, executives, limited and general partners, attorneys, heirs, assigns, transferees, and successors, and the members of the Class, and their heirs, assigns, transferees, and successors, in each case solely in their capacity as holders or owners of Company common stock.

“Defendant Released Parties” means each and all of the Defendants and the Institutional Investors (including affiliated entities that invested in the Private Placement), and each of their respective principals, directors, officers, executives, limited and general partners, members, managers, attorneys, agents, representatives, insurers and reinsurers, heirs, assigns, transferees, and successors.

“Plaintiff’s and the Settlement Class’s Released Claims” means any and all claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature, or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including Unknown Claims (defined below), whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule (including all claims within the exclusive jurisdiction of the federal courts, such as, but not limited to, federal securities claims), that are, have been, could have been, could now be, or in the future could, can, or might be asserted in the Action, or in any other court, tribunal, or proceeding by Plaintiff and

 

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the Settlement Class Releasors, or any other Forte stockholder, derivatively on behalf of the Company, or by Forte directly, or any direct claims that could be asserted by Plaintiff, against the Defendant Released Parties (defined above), which are based upon, arise out of, relate in any way to, or involve, directly or indirectly, any of the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, facts, practices, events, claims, or any other matters, things, or causes whatsoever, or any series thereof, that arise out of or relate in any way to the Action or any matters raised in the Action, including but not limited to Camac’s 2023 proxy contest, the Private Placement, and the 2023 annual meeting, except that the foregoing released claims do not include (i) any claims relating to the enforcement of the Settlement (including any agreements or provisions of agreements identified in this Stipulation as surviving the Settlement), (ii) any claims between Forte and/or the Individual Defendants and their respective insurers or any right to indemnification or advancement belonging to any present or former officer or director of Forte, and (iii) the claims asserted or any defenses thereto in Forte Biosciences, Inc. v. Camac Fund, LP, et al., No. 3:23-cv-02399-DCG (N.D. TX) (the “Texas Action”).

(b)  Defendants’ Releases. The Defendant Releasors shall fully, finally, and forever release and discharge each and all of the Plaintiff Released Parties from any and all of Defendants’ Released Claims.

“Defendant Releasors” means Defendants and each of their respective heirs, assigns, transferees, and successors.

“Plaintiff Released Parties” means each and all of Forte, Camac, and each members of the Class, and each of their respective parents, subsidiaries, affiliates, officers, directors, members or managers, and each of their respective trusts, trustees, executors, estates, administrators, beneficiaries, distributees, foundations, agents, employees, fiduciaries, partners, partnerships, general or limited partners or partnerships, joint ventures, member firms, limited liability companies, corporations, divisions, parents, subsidiaries, affiliates, associated entities, stockholders, principals, officers, directors, managing directors, members, managers, managing members, managing agents, heirs, assigns, transferees, successors, attorneys (including all Plaintiff’s counsel in this Action), personal or legal representatives, insurers, co-insurers, reinsurers, and associates.

“Defendants’ Released Claims” means any and all claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues, and controversies of any kind, nature, or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including, without limitation, Unknown Claims (defined below), whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule, that are, have been, could have been, or could now be asserted in the Action or in any other court, tribunal, forum, suit, action or proceeding by any of the Defendant Releasors or the Institutional Investors (including affiliated entities that invested in the Private Placement) against any of the Plaintiff Released Parties that are based upon, relate in any way to, arise out of or involve, directly or indirectly, in whole or in part, the Action or any matters raised in the Action, including but not limited to Camac’s 2023 proxy contest, the Private Placement, and the 2023 annual meeting, except that the foregoing released claims

 

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do not include (i) any claims relating to the enforcement of the Settlement (including any agreements or provisions of agreements identified in the Stipulation as surviving the Settlement), (ii) any claims between Forte and/or the Individual Defendants and their respective insurers or any right to indemnification or advancement belonging to any present or former officer or director of Forte, and (iii) the claims asserted or any defenses thereto in the Texas Action.

The “Released Claims” shall mean Plaintiff’s and the Settlement Class’s Released Claims and Defendants’ Released Claims, collectively. The contemplated releases given by Plaintiff and Settlement Class Releasors and Defendant Releasors collectively (the “Releasing Parties”) extend to claims that the Releasing Parties did not know or suspect to exist at the time of the releases, which, if known, might have affected his, her, or its decision to settle with and release the Released Parties, or might have affected his, her, or its decision not to object to this Settlement (“Unknown Claims”). The Releasing Parties shall be deemed to have waived the provisions, rights, and benefits conferred by or under California Civil Code Section 1542, or any other law of the United States, any law of or any state or territory of the United States, or principle of common law that governs or limits a person’s release of unknown claims to the fullest extent permitted by law. The Releasing Parties shall be deemed to relinquish, to the full extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, or any law of any state of the United States or principle of common law that is similar, comparable, or equivalent to Section 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

The Releasing Parties acknowledge that they may hereafter discover facts in addition to or different from those now known or believed to be true with respect to the subject matter of the contemplated Released Claims, but that it is their intention to fully, finally, and forever compromise, settle, release, discharge, and extinguish any and all Released Claims, known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, which do now exist, or heretofore existed, or may hereafter exist, without regard to the subsequent discovery of additional or different facts.

The contemplated releases are not intended to release and shall not be deemed to release any rights or obligations of the Parties created by the Stipulation.

CONDITIONS OF THE SETTLEMENT

The Settlement was preceded by extensive litigation between the Parties in the Action, including briefing on dispositive and discovery motions, written discovery, and document productions. Accordingly, in determining to enter into the Settlement, Plaintiff believes it was sufficiently informed of the circumstances and terms of its proxy contest, the Private Placement, and the 2023 annual meeting, and all other challenged conduct, actions, and events that are the subject to the Action, to determine whether the Settlement was in the best interests of the Company, the members of the Class, and the Company’s stockholders.

The Settlement shall be terminated, and shall be void and of no force and effect, unless otherwise agreed to by the Parties pursuant to the terms hereof, if (i) any Party exercises a right to terminate the Settlement pursuant to the terms of the Stipulation; or (ii) the Settlement does not

 

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obtain Final Court Approval (defined below). If the Stipulation is terminated, the Stipulation and the Settlement shall be void and of no effect, and the Stipulation shall not be deemed to prejudice in any way the positions of any Party in the Action. In such event, and consistent with the applicable evidentiary rules, neither the Stipulation nor any of its contents, nor the existence of the Stipulation, shall be admissible in evidence or shall be referred to for any purpose in the Action or in any other proceeding, except in connection with any claim for breach of the Stipulation or as otherwise specifically provided herein.

The Settlement (other than the obligations in Paragraph 2 of the Stipulation pertaining to (a) the standstill and voting agreement and (b) payment to compensate Camac for its expenses related to the 2023 annual meeting and proxy contest, as described above) shall be void and of no force and effect if the terms of the Settlement, except for the Fee and Expense Application (defined below), do not receive Final Court Approval (defined below), in which case the Parties shall revert to their litigation positions prior to entering into the Stipulation. For the avoidance of doubt, the Parties agree that approval of the Fee and Expense Application (defined below) by the Court is not a condition precedent to the Settlement or Final Court Approval thereof.

INTERIM INJUNCTION

Subject to an order of the Court, pending final determination of whether the Settlement should be approved, the Parties shall be barred and enjoined, to the maximum extent permitted under law, from commencing, prosecuting, instigating, or in any way participating in the commencement or prosecution of any action asserting any of the Released Claims as defined herein, either directly, representatively, derivatively, or in any other capacity, and all pending deadlines in any and all such actions shall be suspended.

THE SETTLEMENT HEARING

The Settlement Hearing shall be held on Tuesday, July 30, 2024, at 11 a.m. (or remotely by such means as the Court may order), in the Delaware Court of Chancery in the Leonard L. Williams Justice Center, 500 N. King Street, Wilmington, DE 19801 to determine: (a) whether the Court should approve the Settlement; (b) whether the Court should enter an Order and Final Judgment dismissing the claims asserted in the Action on the merits and with prejudice as to Plaintiff, the Company, the Class, and the Company’s stockholders, and effectuating the releases described above; (c) whether the Court should grant the application of Plaintiff Camac Fund, LP for an award of attorneys’ fees and expenses in connection with investigating and prosecuting the claims asserted in the Action (the “Fee and Expense Application”); and (d) such other matters as may properly come before the Court.

The Court reserves the right to adjourn the Settlement Hearing or any adjournment thereof, including the consideration of the applications for attorneys’ fees, without further notice of any kind other than oral announcement at the Settlement Hearing or any adjournment thereof.

The Court reserves the right to approve the Settlement at or after the Settlement Hearing with such modification(s) as may be consented to by the Parties to the Stipulation and without further notice to the Company’s stockholders or the Class.

RIGHT TO APPEAR AND OBJECT

Any Forte stockholder who objects to the Settlement, the Order and Final Judgment to be entered in the Action, and/or Plaintiff’s counsel’s Fee and Expense Application, or who otherwise wishes to be heard, may appear in person or by such person’s attorney at the Settlement Hearing and present evidence or argument that may be proper and relevant. However, except for good cause

 

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shown, no person shall be heard and no papers, briefs, pleadings, or other documents submitted by any person shall be considered by the Court unless, not later than ten (10) calendar days prior to the Settlement Hearing, such person files with the Court and serves upon counsel listed below: (a) a written notice of intention to appear; (b) a statement of such person’s objections to any matters before the Court; (c) the grounds for such objections and the reasons that such person desires to appear and be heard; and (d) documentation evidencing ownership of Company stock and any other documents or writings such person desires the Court to consider. Such submissions shall be filed with the Register in Chancery and served upon the following counsel:

 

REGISTER IN CHANCERY
Register in Chancery Leonard L. Williams Justice Center 500 North King Street Wilmington, DE 19801
PLAINTIFF’S COUNSEL		DEFENDANTS’ COUNSEL
William M. Alleman, Jr. Meluney Alleman & Spence, LLC 1143 Savannah Road, Suite 3-A Lewes, DE 19958 [e-mail]   Aaron T. Morris Morris Kandinov LLP 305 Broadway, 7th Floor New York, NY 10007 [e-mail]		Brad D. Sorrels Shannon E. German Wilson, Sonsini Goodrich & Rosati, P.C. 222 Delaware Avenue, Suite 800 Wilmington, DE 19801 [e-mail] [e-mail]

Unless the Court otherwise directs, no person shall be entitled to object to the approval of the Settlement, any judgment entered thereon, the adequacy of the representation of the Company or its stockholders by Plaintiff and Plaintiff’s counsel, or any Fee and Expense Application, or otherwise be heard, except by serving and filing a written objection and supporting papers and documents as prescribed above. Any person who fails to object in the manner described above shall be deemed to have waived the right to object (including any right of appeal) and shall be forever barred from raising such objection in these or any other actions or proceedings. Any Forte stockholder who does not object to the Settlement or the Fee and Expense Application or to any other matter set forth in this Notice need not take any action.

THE ORDER AND FINAL JUDGMENT

If the Court determines that the Settlement, as provided in the Stipulation, is fair, reasonable, adequate, and in the best interests of the Company, the Class, and the Company’s stockholders (other than the Excluded Parties), the Parties to the Action will ask the Court to enter the Order and Final Judgment (the “Judgment”), which will, among other things:

(a)   approve the Settlement as fair, reasonable, adequate, and in the best interests of the Company, the Class, and the Company’s stockholders (other than the Excluded Parties) and direct consummation of the Settlement in accordance with its terms and conditions;

 

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(b)   certify, for the purposes of the Settlement only, the Action as a non-opt out class action on behalf of the Class;

(c)   determine that the requirements of the rules of the Court and due process have been satisfied in connection with this Notice;

(d)   dismiss the Action with prejudice as to Plaintiff, the Company, the Class, each member of the Class, and the Company’s stockholders and grant the releases in accordance with the terms and conditions of the Stipulation;

(e)   permanently bar and enjoin Plaintiff, the Company, the Class, each member of the Class, and the Company’s stockholders from instituting, commencing, or prosecuting any of the claims released by the Settlement; and

(f)   award attorneys’ fees and expenses to Plaintiff’s counsel.

EFFECTIVE DATE / FINAL COURT APPROVAL

The “Effective Date” of the Settlement shall be the first date by which the Court has entered the Judgment and such Judgment has received Final Court Approval.

“Final Court Approval” of any Court Order means (i) if no appeal is filed, the expiration date of the time for filing or noticing of any appeal of the Judgment; or (ii) if there is an appeal from the Judgment, the date of (a) final dismissal of all such appeals, or the final dismissal of any proceeding on certiorari or otherwise to review the Judgment, or (b) the date the Judgment is finally affirmed on appeal, the expiration of the time to file a petition for a writ of certiorari or other form of review, or the denial of a writ of certiorari or other form of review of the Judgment, and, if certiorari or other form of review is granted, the date of final affirmance of the Judgment after such review. However, any appeal or proceeding seeking subsequent judicial review pertaining solely to an order issued with respect to attorneys’ fees or expenses payable to Plaintiff or Plaintiff’s counsel shall not in any way delay the Effective Date of the Settlement.

ATTORNEYS’ FEES AND EXPENSES

Camac intends to petition the Court for an award of attorneys’ fees and expenses in connection with investigating and prosecuting the claims asserted in the Action (the Fee and Expense Application defined above). Any attorneys’ fees and expenses awarded by the Court shall be paid by or on behalf of Defendants and/or their insurers in an aggregate amount not to exceed $1,700,000 (U.S. Dollars) (the “Fee and Expense Reimbursement”). Defendants have agreed that they will not object to or otherwise take any position on the Fee and Expense Application so long as the Fee and Expense Application seeks an award or reimbursement in an amount no greater than the amount set forth in the preceding sentence in this paragraph.

An award of attorneys’ fees or expenses to Plaintiff or Plaintiff’s counsel is not a necessary term of the Settlement and shall not be a condition of the Settlement. Neither Plaintiff nor Plaintiff’s counsel may cancel or terminate the Settlement based on the Court’s or any appellate court’s ruling on attorneys’ fees or expenses.

Except as provided in the Stipulation, the Defendant Releasors and the Company shall bear no other expenses, costs, damages, or fees alleged or incurred by any of Plaintiff’s counsel, or by any attorneys, experts, advisors, agents, or representatives of Plaintiff, any Forte stockholder, or any Class member in connection with the Action, the Released Claims, or the Settlement. The Plaintiff and Settlement Class Releasors shall bear no expenses, costs, damages, or fees alleged or incurred by any Defendant, or by any of any of Defendants’ attorneys, experts, advisors, agents, or representatives in connection with the Action, the Released Claims, or the Settlement.

 

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NOTICE TO PERSONS OR ENTITIES THAT

HELD OR HOLD OWNERSHIP ON BEHALF OF OTHERS

Brokerage firms, banks and/or other persons or entities who held shares of the common stock of the Company as of the close of business on June 12, 2024 for the benefit of others are requested to promptly send this Notice via mail or email to all of their respective beneficial owners. Specifically, nominees must either (i) within five (5) calendar days of receipt of this Notice, request from Kroll Settlement Administration LLC (the “Notice Administrator”) sufficient copies of the Notice to forward to all such beneficial owners and within five (5) calendar days of receipt of those Notices forward them to all such beneficial owners; or (ii) within five (5) calendar days of receipt of this Notice, email a list of the names and addresses, and/or email addresses of all such beneficial owners to the Notice Administrator at [e-mail]. If you choose the second option, the Notice Administrator will send a copy of the Notice to the beneficial owners you have identified on your list, either by physical mailing or by electronic means. Copies of this Notice may also be obtained from the Investor Relations section of the Company’s website (https://www.fortebiorx.com/investor-relations/default.aspx), or by emailing the Notice Administrator at [e-mail].

Regardless of whether you choose to mail or email the Notice yourself or elect to have such mailing performed for you, you may obtain reimbursement for reasonable administrative costs actually incurred in connection with forwarding the Notice and which would not have been incurred but for the obligation to forward the Notice up to $0.03 per record plus postage (if applicable), upon submission of appropriate documentation to the Notice Administrator.

SCOPE OF THIS NOTICE AND ADDITIONAL INFORMATION

The foregoing description of the Settlement Hearing, the Action, the terms of the proposed Settlement and other matters described herein do not purport to be comprehensive. Accordingly, Forte stockholders and members of the Class are referred to the documents filed with the Court in the Action. PLEASE DO NOT WRITE OR CALL THE COURT.

Inquiries or comments about the Settlement may be directed to the attention of Plaintiff’s counsel as follows:

Meluney Alleman & Spence, LLC

Attn: William M. Alleman, Jr.

1143 Savannah Road, Suite 3-A

Lewes, DE 19958

[e-mail]

Morris Kandinov LLP

Attn: Aaron T. Morris

305 Broadway, 7^th Floor

New York, NY 10007

[e-mail]

 

Dated: June 12, 2024				BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

 

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Exhibit 99.2

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

 

CAMAC FUND, LP,
		Plaintiff,
v.				C.A. No. 2023-0817-MTZ
PAUL A. WAGNER, LAWRENCE EICHENFIELD, BARBARA K. FINCK, DONALD A. WILLIAMS, STEPHEN K. DOBERSTEIN, STEVEN KORNFELD, SCOTT BRUN, and DAVID GRYSKA,
		Defendants,
and
FORTE BIOSCIENCES, INC.,
		Nominal Defendant.

STIPULATION AND AGREEMENT OF

SETTLEMENT, COMPROMISE, AND RELEASE

This Stipulation and Agreement of Settlement, Compromise, and Release (the “Stipulation,” the terms of which are the “Settlement”), dated June 11, 2024, is entered into between (i) Plaintiff Camac Fund, LP (“Camac” or “Plaintiff”); (ii) defendants Paul A. Wagner, Lawrence Eichenfield, Barbara K. Finck, Donald A. Williams, Stephen K. Doberstein, Steven Kornfeld, Scott Brun, and David Gryska (the “Individual Defendants”); and (iii) nominal defendant Forte Biosciences, Inc. (“Forte,” the “Company,” or “Nominal Defendant” and, together with the Individual

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Defendants, “Defendants”). Plaintiff and each Defendant is referred to individually as a “Party” and collectively as the “Parties.” The Parties intend for this Stipulation to fully, finally, and forever resolve, discharge, and settle the above-captioned action (the “Action”) and the Released Claims (as defined below), subject to the approval of the terms and conditions of the Stipulation by the Court of Chancery of the State of Delaware (the “Court”).

BACKGROUND

A.   On August 1, 2023, Forte announced that: (i) it had entered into a Securities Purchase Agreement dated July 28, 2023, for a private placement with certain qualified buyers, institutional accredited investors and certain executive officers, senior management, and members of the Forte Board of the Directors (the “Board”) pursuant to which the Company agreed to sell 15,166,957 shares of common stock of the Company at a purchase price of $1.006 per share, and 9,689,293 pre-funded warrants to purchase common stock at a price of $1.005 per pre-funded warrant (the “Private Placement”); (ii) the Private Placement had closed on July 31, 2023; and (iii) the gross proceeds of the Private Placement were approximately $25 million.

B.   On August 10, 2023, Camac filed a Verified Complaint (the “Original Complaint”) in this Action against the Individual Defendants and certain of the institutional investors in the Private Placement (the “Institutional Investors”). In the

 

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Original Complaint, Camac alleged that the Individual Defendants breached their fiduciary duties in connection with the Private Placement because the sole purpose of the Private Placement was to entrench the Board and prevent Camac’s two nominees (Michael G. Hacke and Chris McIntyre) from winning election to Forte’s eight-member Board at the 2023 annual meeting of stockholders scheduled for September 19, 2023. Camac further alleged that prior decisions of the Board, including with respect to adopting a stockholder rights agreement, expanding the size of the Board and adding new directors, adopting severance agreements for Forte’s officers in the event of a change-in-control, and initiating an at-the-market offering of Forte stock, supported Camac’s claims.

C.   Camac also alleged that the Institutional Investors aided and abetted the alleged breaches of fiduciary duty by the Individual Defendants in connection with the Private Placement. Along with the Original Complaint, Camac filed a Motion to Expedite and Motion for Preliminary Injunction in which it asked the Court to expedite proceedings and schedule a preliminary injunction hearing in advance of the 2023 annual meeting to consider its request to enjoin the counting of votes cast by the Institutional Investors at the 2023 annual meeting.

D.   On August 16, 2023, certain of the defendants filed motions to dismiss the Original Complaint.

 

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E.   On August 17, 2023, following briefing and oral argument, the Court issued an oral ruling granting, in part, the Motion to Expedite. The Court held that Camac was permitted to take expedited discovery but declined to schedule a preliminary injunction hearing in advance of the 2023 annual meeting. Instead, the Court ordered the Parties to confer and submit a proposed schedule for a hearing on the motions to dismiss and the motion for preliminary injunction promptly following the 2023 annual meeting.

F.   On September 1, 2023, Camac voluntarily dismissed without prejudice the Institutional Investors, specifically defendants Fred Alger Management, LLC, BVF Partners L.P., Farallon Capital Management, L.L.C., Perceptive Advisors LLC, and Tybourne Capital (US) LLC.

G.   On September 8, 2023, the Court granted the remaining parties’ Stipulation and [Proposed] Scheduling Order Governing Defendants’ Motion to Dismiss, pursuant to which Camac withdrew its request for a preliminary injunction and the parties agreed to stay all discovery pending the outcome of Defendants’ motion to dismiss the Original Complaint.

H.   On September 19, 2023, Forte held its 2023 annual meeting. Forte’s two nominees (Lawrence Eichenfield, M.D., and Paul A. Wagner, Ph.D.) won reelection to the Board.

 

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I.   On October 23, 2023, Camac filed its Verified Amended Class Action and Derivative Complaint (the “Amended Complaint”). Count I is styled as a direct claim on behalf of a class of Forte stockholders for breach of fiduciary duty against the Individual Defendants for approving the Private Placement and the “sequencing of the Annual Meeting and record date.” Count II is styled as a derivative claim on behalf of nominal defendant Forte and its stockholders against the Individual Defendants for “wrongful dilution.” The Amended Complaint further alleges facts regarding the Board’s adoption of the rights agreement, addition of directors to the Board, adoption of severance agreements for executives, and initiation of the at-the-market offering as support for Camac’s claims.

J.   On November 3, 2023, Defendants moved to dismiss the Amended Complaint.

K.  On April 15, 2024, following briefing and oral argument, the Court denied Defendants’ motion to dismiss the Amended Complaint.

L.  On April 30, 2024, the Court entered an order granting the Parties’ Stipulation and [Proposed] Order Governing Case Schedule, which provided for expedited proceedings in advance of trial to be held on July 29-31, 2024.

M.  Expedited discovery ensued, including extensive written discovery and multiple document productions from the Parties and certain non-parties to the Action totaling over 28,000 pages.

 

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N.   The Parties also briefed Defendants’ motion to quash third-party subpoenas that Camac had issued, which the Court denied on May 17, 2024. Camac also filed a motion to strike one of Defendants’ affirmative defenses and filed an opening brief in support thereof. Defendants filed an answering brief in response to the motion to strike on May 28, 2024.

O.   On June 4, 2024, the Parties reached an agreement-in-principle to settle the claims asserted in the Action, subject to execution of the Stipulation and related papers and Court approval, and agreed to stay proceedings while the Parties negotiated the terms of the Stipulation and finalized the Settlement. The Parties informed the Court of their agreement-in-principle the same day.

P.   Following an analysis of the strengths and weaknesses of the claims asserted in the Action, including review and analysis of the written and document discovery Camac received in the Action, Camac has determined that the terms of the Settlement are fair, reasonable, adequate, and in the best interests of the Company, the Class (defined below), and the Company’s stockholders, and that it is reasonable to pursue a settlement of the Action based upon those terms and the procedures outlined herein.

Q.   At all times, Defendants have denied, and continue to deny, all allegations of wrongdoing in the Action, including without limitation that they have committed any breaches of fiduciary duty, that they have violated Delaware law, or

 

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that Plaintiff or the Company and its stockholders have suffered any damages. Defendants expressly maintain that they have at all times complied with their fiduciary and legal duties. Although Defendants believe that they have strong defenses to the claims asserted in the Action, Defendants are entering into this Stipulation because the Settlement will eliminate the burden, expense, distraction, and uncertainties inherent in further litigation.

R.   This Stipulation (together with the Exhibits hereto), which has been duly executed by the undersigned signatories on behalf of their respective clients, reflects the final and binding agreement among the Parties concerning the Settlement, subject to Court approval.

NOW, THEREFORE, IT IS STIPULATED AND AGREED, in consideration of the benefits set forth below, and subject to the approval of the Court pursuant to Court of Chancery Rules 23 and 23.1, as amended on May 31, 2024 and effective June 14, 2024, that the Action and the Released Claims (as defined below) shall be compromised, settled, released, and dismissed with prejudice on the merits and without costs (except as provided below), subject to the following terms and conditions:

SETTLEMENT CONSIDERATION AND OTHER AGREEMENTS

1.   Class-Wide Settlement Consideration. Subject to approval of the Settlement by the Court, the Parties agree that:

 

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(a)   The Board shall be expanded to nine seats, one incumbent director shall resign from the Board, and two (2) directors to be selected by Camac from a list of five (5) candidates to be identified by the Company shall be appointed to the Forte Board (the “Camac Nominees”).

(b)   The Board shall establish a committee of directors, which shall be less than the full Board and shall include the Camac Nominees, to evaluate strategic alternatives for the Company.

(c)   The Company shall not renew the Rights Agreement dated July 11, 2022, as amended on June 26, 2023, when it expires by its terms on July 12, 2024, and further agrees not to adopt a new rights plan for a period of three (3) years following the expiration of the Rights Agreement on July 12, 2024.

2.   Camac Standstill and Reimbursement of Out-of-Pocket Expenses.

(a)   Within three (3) days of entering into this Stipulation, Camac shall enter into a standstill and voting agreement with the Company with standard terms to be negotiated in good faith between the parties and a duration of three (3) years from the date of execution. Until such time as Camac executes the standstill and voting agreement pursuant to this Paragraph, Camac shall not nominate directors for the 2024 annual meeting or vote against management’s slate or proposals at the 2024 annual meeting.

 

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(b)   Within three (3) days of executing the standstill and voting agreement contemplated by Paragraph 2(b) above, the Company shall pay or cause to be paid to Camac a total of $364,000.00 (U.S. Dollars) in cash via wire transfer to compensate Camac for its documented out-of-pocket expenses incurred in connection with the 2023 annual meeting and its proxy contest to nominate Messrs. Hacke and McIntyre to the Board.

RELEASE OF CLAIMS

3.   Upon the Effective Date (defined below):

(a)   Plaintiff’s and the Settlement Class’s Releases. Camac, including its principals, directors, officers, executives, limited and general partners, attorneys, heirs, assigns, transferees, and successors, and the members of the Class, defined as the class of all record holders and beneficial owners of Forte common stock who held such stock from the period of July 28, 2023, through and including September 19, 2023 (except as limited below), and their heirs, assigns, transferees, and successors, in each case solely in their capacity as holders or owners of Company common stock (the “Class” and collectively, the “Plaintiff and Settlement Class Releasors”), shall fully, finally, and forever release and discharge each and all of the Defendants and the Institutional Investors (including affiliated entities that invested in the Private Placement), and each of their respective principals, directors, officers, executives, limited and general partners, members, managers, attorneys, agents,

 

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representatives, insurers and reinsurers, heirs, assigns, transferees, and successors (the “Defendant Released Parties”), from any and all of Plaintiff’s and the Settlement Class’s Released Claims (defined below).

(b)   “Plaintiff’s and the Settlement Class’s Released Claims” means any and all claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature, or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including Unknown Claims (defined below), whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule (including all claims within the exclusive jurisdiction of the federal courts, such as, but not limited to, federal securities claims), that are, have been, could have been, could now be, or in the future could, can, or might be asserted in the Action, or in any other court, tribunal, or proceeding by Plaintiff and the Settlement Class Releasors, or any other Forte stockholder, derivatively on behalf of the Company, or by Forte directly, or any direct claims that could be asserted by Plaintiff, against the Defendant Released Parties (defined above), which are based upon, arise out of, relate in any way to, or involve, directly or indirectly,

 

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any of the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, facts, practices, events, claims, or any other matters, things, or causes whatsoever, or any series thereof, that arise out of or relate in any way to the Action or any matters raised in the Action, including but not limited to Camac’s 2023 proxy contest, the Private Placement, and the 2023 annual meeting, except that the foregoing released claims do not include (i) any claims relating to the enforcement of the Settlement (including any agreements or provisions of agreements identified in this Stipulation as surviving the Settlement), (ii) any claims between Forte and/or the Individual Defendants and their respective insurers or any right to indemnification or advancement belonging to any present or former officer or director of Forte, and (iii) the claims asserted or any defenses thereto in Forte Biosciences, Inc. v. Camac Fund, LP, et al., No. 3:23-cv-02399-DCG (N.D. TX) (the “Texas Action”).

(c)   Excluded from the Class are (i) the Individual Defendants; and (ii) any Individual Defendant’s immediate family members (meaning any children, stepchildren, grandchildren, parents, stepparents, spouses, and siblings) (collectively, the “Excluded Parties” and each an “Excluded Party”).

(d)   Defendants’ Releases. Defendants, and each of their respective heirs, assigns, transferees, and successors (the “Defendant Releasors” and, together with the Plaintiff and Settlement Class Releasors, the “Releasing Parties”), shall

 

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fully, finally, and forever release and discharge each and all of Forte, Camac, and each members of the Class, and each of their respective parents, subsidiaries, affiliates, officers, directors, members or managers, and each of their respective trusts, trustees, executors, estates, administrators, beneficiaries, distributees, foundations, agents, employees, fiduciaries, partners, partnerships, general or limited partners or partnerships, joint ventures, member firms, limited liability companies, corporations, divisions, parents, subsidiaries, affiliates, associated entities, stockholders, principals, officers, directors, managing directors, members, managers, managing members, managing agents, heirs, assigns, transferees, successors, attorneys (including all Plaintiff’s counsel in this Action), personal or legal representatives, insurers, co-insurers, reinsurers, and associates (the “Plaintiff Released Parties”), from any and all of Defendants’ Released Claims (defined below).

(e)   “Defendants’ Released Claims” means any and all claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues, and controversies of any kind, nature, or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or

 

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contingent, including, without limitation, Unknown Claims (defined below), whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule, that are, have been, could have been, or could now be asserted in the Action or in any other court, tribunal, forum, suit, action or proceeding by any of the Defendant Releasors or the Institutional Investors (including affiliated entities that invested in the Private Placement) against any of the Plaintiff Released Parties that are based upon, relate in any way to, arise out of or involve, directly or indirectly, in whole or in part, the Action or any matters raised in the Action, including but not limited to Camac’s 2023 proxy contest, the Private Placement, and the 2023 annual meeting, except that the foregoing released claims do not include (i) any claims relating to the enforcement of the Settlement (including any agreements or provisions of agreements identified in this Stipulation as surviving the Settlement), (ii) any claims between Forte and/or the Individual Defendants and their respective insurers or any right to indemnification or advancement belonging to any present or former officer or director of Forte, and (iii) the claims asserted or any defenses thereto in the Texas Action.

4.   Plaintiff’s and the Settlement Class’s Released Claims and Defendants’ Released Claims are referred to collectively as the “Released Claims.”

5.   The foregoing releases extend to any Unknown Claims, meaning any claims the Releasing Parties do not know or suspect to exist at the time of the

 

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releases, which, if known, might have affected his, her, or its decision to settle with and release the Released Parties, or might have affected his, her, or its decision not to object to this Settlement. Unknown Claims include those claims in which some or all of the facts comprising the claim may be unsuspected, or even undisclosed or hidden. With respect to any and all Released Claims, the Parties agree that upon the Effective Date, the Parties expressly waive the provisions, rights, and benefits conferred by or under California Civil Code Section 1542, or any other law of the United States or any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Section 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

The Parties acknowledge that they may hereafter discover facts in addition to or different from those now known or believed to be true by them, with respect to the subject matter of the Released Claims, but it is the intention of the Parties to completely, fully, finally, and forever compromise, settle, release, discharge, and extinguish any and all Released Claims, known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, which do now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. The Parties acknowledge

 

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that the foregoing waiver was separately bargained for and is a key element of this Stipulation of which this release is a part.

6.   The foregoing releases are not intended to release and shall not be deemed to release any rights or obligations of the Parties created by this Stipulation.

CONDITIONS OF THE SETTLEMENT

7.   The Settlement was preceded by extensive litigation between the Parties in the Action, including briefing on dispositive and discovery motions, written discovery, and document productions. Accordingly, in determining to enter into this Settlement, Plaintiff believes it was sufficiently informed of the circumstances and terms of its proxy contest, the Private Placement, and the 2023 annual meeting, and all other challenged conduct, actions, and events that are the subject to the Action, to determine whether the Settlement was in the best interests of the Company, the members of the Class, and the Company’s stockholders.

8.   This Stipulation shall be terminated, and shall be void and of no force and effect, unless otherwise agreed to by the Parties pursuant to the terms hereof, if (i) any Party exercises a right to terminate the Settlement pursuant to the terms of this Stipulation; or (ii) the Settlement does not obtain Final Court Approval (defined below). If this Stipulation is terminated, this Stipulation and the Settlement shall be void and of no effect, and this Stipulation shall not be deemed to prejudice in any way the positions of any Party in the Action. In such event, and

 

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consistent with the applicable evidentiary rules, neither this Stipulation nor any of its contents, nor the existence of this Stipulation, shall be admissible in evidence or shall be referred to for any purpose in the Action or in any other proceeding, except in connection with any claim for breach of this Stipulation or as otherwise specifically provided herein.

9.   The Settlement (other than the obligations in Paragraphs 2(a) and (b) of this Stipulation) shall be void and of no force and effect if the terms of the Settlement, except for the Fee and Expense Application (defined below), do not receive Final Court Approval (defined below), in which case the Parties shall revert to their litigation positions prior to entering into this Stipulation. For the avoidance of doubt, the Parties agree that approval of the Fee and Expense Application (defined below) by the Court is not a condition precedent to the Settlement or Final Court Approval thereof.

10.  In the event that any final injunction, decision, order, judgment, determination, or decree is entered or issued by any court or governmental entity prior to Final Court Approval (defined below) of this Stipulation and the Settlement embodied herein that would make consummation of the Settlement in accordance with the terms of this Stipulation unlawful or that would restrain, prevent, enjoin, or otherwise prohibit consummation of the Settlement, the Parties each reserve the right to withdraw from and to terminate the Settlement. In addition, in the event that any

 

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preliminary or temporary injunction, decision, order, determination, or decree (an “Interim Order”) is entered or issued by any court or governmental entity prior to Final Court Approval (defined below) of this Stipulation and the Settlement that would restrain, prevent, enjoin, or otherwise prohibit consummation of the Settlement, then, notwithstanding anything herein to the contrary, the Parties shall have no obligation to consummate the Settlement unless and until such Interim Order expires or is terminated or modified in a manner such that consummation of the Settlement in accordance with the terms of this Stipulation would no longer be restrained, prevented, enjoined, or otherwise prohibited.

11.  The Settlement shall be conditioned upon (i) entry of the Order and Final Judgment by the Court in the form attached as Exhibit C, or as substantially modified by written consent of the Parties or the Court, which shall release any and all Released Claims (the “Judgment”); and (ii) the Judgment becoming final following Final Court Approval (defined below).

12.  “Final Court Approval” of the Settlement means that the Court has approved the Settlement in accordance with the Stipulation and entered the Judgment, and such Judgment is finally affirmed on appeal or is no longer subject to appeal, and the time for any petition for re-argument, appeal, or review has expired. For purposes of this paragraph, an “appeal” shall not include any appeal that concerns only the issue of attorneys’ fees and expenses.

 

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13.  The “Effective Date” of the Settlement shall be the first date by which the Court has entered the Judgment and such Judgment has received Final Court Approval.

14.  Notwithstanding anything to the contrary in this Stipulation, any appeal or proceeding seeking subsequent judicial review pertaining solely to an order issued with respect to attorneys’ fees or expenses and/or an incentive award payable to Plaintiff shall not in any way delay the Judgment from becoming final or the Effective Date of the Settlement.

SUBMISSION AND APPLICATION TO THE COURT

15.  Within one (1) day of the execution of this Stipulation on behalf of all Parties, the Parties shall submit this Stipulation together with its exhibits to the Court, and the Parties shall apply jointly for entry of an order (the “Scheduling Order”), substantially in the form attached hereto as Exhibit A, providing for, among other things: (i) approval of the form and content of the proposed Notice of the Settlement (defined below); and (ii) a date for the final settlement hearing (the “Settlement Hearing”). At the Settlement Hearing, the Parties shall jointly request that the Judgment be entered substantially in the form attached as Exhibit C.

NOTICE

16.  The Company shall be responsible for providing Notice of the Settlement to Company stockholders and all members of the Class in the form and

 

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manner directed by the Court (when approved by the Court, the “Notice”), substantially in the form attached hereto as Exhibit B. The Company shall cause to be paid all costs and expenses incurred in providing the Notice, including any costs and expenses associated with any additional copies of the Notice requested by record holders of the Company’s common stock (whether for the purpose of providing the Notice to beneficial owners or otherwise).

INTERIM INJUNCTION

17.  Subject to an order of the Court, pending final determination of whether the Settlement should be approved, the Parties shall be barred and enjoined, to the maximum extent permitted under law, from commencing, prosecuting, instigating, or in any way participating in the commencement or prosecution of any action asserting any of the Released Claims as defined herein, either directly, representatively, derivatively, or in any other capacity, and all pending deadlines in any and all such actions shall be suspended.

ATTORNEYS’ FEES AND EXPENSES

18.  Camac intends to petition the Court for an award of attorneys’ fees and expenses in connection with investigating and prosecuting the claims asserted in the Action (the “Fee and Expense Application”). Any attorneys’ fees and expenses awarded by the Court shall be paid by or on behalf of Defendants and/or their

 

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insurers in an aggregate amount not to exceed $1,700,000.00 (U.S. Dollars) (the “Fee and Expense Reimbursement”).

19.  Plaintiff’s counsel’s Fee and Expense Application is not the subject of any agreement among Plaintiff and Defendants other than what is set forth in this Stipulation. Defendants agree that they will not object to or otherwise take any position on the Fee and Expense Application so long as the Fee and Expense Application seeks an award or reimbursement in an amount no greater than as set forth in the preceding Paragraph.

20.  An award of attorneys’ fees or expenses to Plaintiff or Plaintiff’s counsel is not a necessary term of the Settlement and shall not be a condition of the Settlement. Neither Plaintiff nor Plaintiff’s counsel may cancel or terminate the Settlement based on the Court’s or any appellate court’s ruling on attorneys’ fees or expenses.

21.  Except as provided in this Stipulation, the Defendant Releasors and the Company shall bear no other expenses, costs, damages, or fees alleged or incurred by any of Plaintiff’s counsel, or by any attorneys, experts, advisors, agents, or representatives of Plaintiff, any Forte stockholder, or any Class member in connection with the Action, the Released Claims, or the Settlement. The Plaintiff and Settlement Class Releasors shall bear no expenses, costs, damages, or fees alleged or incurred by any Defendant, or by any of any of Defendants’ attorneys, experts, advisors,

 

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agents, or representatives in connection with the Action, the Released Claims, or the Settlement.

TERMINATION

22.  Prior to the Effective Date, each Party shall have the right to terminate the Settlement and this Stipulation by providing written notice of their election to do so, through counsel, to all other Parties hereto within thirty (30) calendar days of: (a) the Court’s final refusal to enter the Scheduling Order; (b) the Court’s refusal to approve (including at the Settlement Hearing) the Settlement or any material part thereof; (c) the Court’s refusal to enter the Judgment in any material respect or to dismiss the Action with prejudice; or (d) the date upon which an order vacating, modifying, revising, or reversing the Judgment becomes final.

23.  In the event that the Settlement is terminated pursuant to the terms of this Stipulation or the Effective Date of the Settlement otherwise fails to occur, then: (i) this Stipulation, and the Settlement, including without limitation the releases described above, shall be void; (ii) the fact of the Settlement shall not be admissible in any trial of the Action; (iii) the Parties shall be deemed to have returned to their respective litigation positions in the Action immediately prior to the date of execution of the Stipulation; and (iv) the Parties shall proceed in all respects as if this Stipulation and any related orders had not been entered.

 

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ENTIRE AGREEMENT

24.  This Stipulation and its exhibits constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all written or oral communications, agreements, or understandings that may have existed prior to the execution of this Stipulation. No representations, warranties, or statements of any nature whatsoever, whether written or oral, have been made to or relied upon by any Party concerning this Stipulation or its exhibits, other than the representations, warranties, and covenants expressly set forth in such documents.

CONSTRUCTION

25.  This Stipulation shall be construed in all respects as jointly drafted and shall not be construed, in any way, against any Party on the ground that the Party or its counsel drafted this Stipulation.

26.  Headings have been inserted for convenience only and will not be used in determining the terms of this Stipulation.

GOVERNING LAW; CONTINUING JURISDICTION

27.  This Stipulation and the Settlement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to Delaware’s principles governing choice of law. The Parties irrevocably and unconditionally (i) consent to submit to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware for any litigation arising out of or relating

 

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in any way to this Stipulation or the Settlement (or if subject-matter jurisdiction is lacking, to the Superior Court of the State of Delaware); (ii) agree that any dispute arising out of or relating in any way to this Stipulation or the Settlement shall not be litigated or otherwise pursued in any forum or venue other than any such court; (iii) waive any objection to the laying of venue of any such litigation in any such court; (iv) agree not to plead or claim in any such court that such litigation brought therein has been brought in any inconvenient forum; and (v) expressly waive any right to demand a jury trial as to any such dispute.

AMENDMENTS

28.  This Stipulation may be modified or amended only by a writing, signed by each of the Parties (or their duly authorized counsel), that refers specifically to this Stipulation.

SETTLEMENT NOT AN ADMISSION

29.  The provisions contained in the Settlement and this Stipulation shall not be deemed a presumption, concession, or admission by any Party to this Stipulation of any fault, liability, or wrongdoing, or any infirmity or weakness of any claim or defense, as to any facts or claims (including the Released Claims) that have been or might be alleged or asserted in the Action, or any other action or proceeding that has been, will be, or could be brought, and shall not be interpreted, construed, deemed, invoked, offered, or received in evidence or otherwise used by

 

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any person in the Action, or in any other action or proceeding, whether civil, criminal, or administrative, for any purpose other than as permitted by applicable court rules and rules of evidence.

MISCELLANEOUS PROVISIONS

30.  All the exhibits to this Stipulation are incorporated by reference as though set forth fully herein. Notwithstanding the foregoing, if there exists a conflict or inconsistency between the terms of this Stipulation and the terms of any exhibit hereto, the terms of the Stipulation shall prevail.

31.  If any Party is required to give notice to another Party under this Stipulation, such notice shall be in writing and shall be deemed to have been duly given upon receipt of FedEx or email transmission, with confirmation of receipt.

Notice shall be provided as follows:

 

If to Plaintiff or Plaintiff’s Counsel:		If to Defendants or Defendants’ Counsel:
Meluney Alleman & Spence, LLC		Wilson Sonsini Goodrich & Rosati, P.C.
Attn: William M. Alleman, Jr.		Attn: Brad D. Sorrels
1143 Savannah Road, Suite 3-A		Shannon E. German
Lewes, DE 19958		222 Delaware Avenue, Suite 800
[e-mail]		Wilmington, DE 19801
		[e-mail]
Morris Kandinov LLP		[e-mail]
Attn: Aaron T. Morris
305 Broadway, 7th Floor
New York, NY 10007
[e-mail]

 

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BINDING EFFECT

32.  This Stipulation shall be binding upon and inure to the benefit of the Parties hereto and their respective agents, executors, heirs, successors, and assigns.

COUNTERPARTS

33.  This Stipulation may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original but all of which together shall constitute one and the same instrument.

AUTHORITY

34.  This Stipulation will be executed by counsel for each of the Parties, each of whom represents and warrants that they have the authority from their respective client(s) to enter into this Stipulation and bind their clients hereto.

NO WAIVER

35.  Any failure by any Party to insist upon the strict performance by any other Party of any of the provisions of this Stipulation shall not be deemed a waiver of any of the provisions hereof, and such Party, notwithstanding such failure, shall have the right thereafter to insist on the strict performance of any and all of the provisions of this Stipulation to be performed by such other Party. No waiver, express or implied, by any Party of any breach or default in the performance by the other Party of its obligations under this Stipulation shall be deemed or construed to be a

 

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waiver of any other breach, whether prior, subsequent, or contemporaneous, under this Stipulation.

CONFIDENTIALITY

36.  Plaintiff, Defendants, and their respective counsel agree, to the extent permitted by law, that all agreements relating to the confidentiality of information made before and during the course of the Action shall survive this Stipulation. The parties agree that all non-public information relating to Forte and its business, including the development of FB-102, shall be deemed the confidential information of Forte and shall be kept confidential.

IN WITNESS WHEREOF, the Parties have caused this Stipulation to be executed, by their duly authorized attorneys, as of the date last set forth below.

[Signatures follow on next page.]

 

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FOR PLAINTIFF AND THE CLASS:		FOR DEFENDANTS:
/s/ William M. Alleman, Jr.		/s/ Shannon German
By: William M. Alleman, Jr.		By: Shannon E. German
Meluney Alleman & Spence, LLC		Wilson Sonsini Goodrich & Rosati, P.C.
1143 Savannah Road, Suite 3-A		222 Delaware Avenue, Suite 800
Lewes, DE 19958		Wilmington, DE 19801
/s/ Aaron T. Morris		Attorneys for Defendants Paul Wagner, Lawrence Eichenfield, Barbara Finck, Donald Williams, Stephen Doberstein, Steven Kornfeld, Scott Brun, David Gryska, and Nominal Defendant Forte Biosciences, Inc.
By: Aaron T. Morris
Morris Kandinov LLP
Attn: Aaron T. Morris
305 Broadway, 7th Floor
New York, NY 10007
Attorneys for Plaintiff Camac Fund, LP		Dated: June 11, 2024

Dated: June 11, 2024

 

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Document and Entity Information	Jun. 11, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001419041
Document Type	8-K
Document Period End Date	Jun. 11, 2024
Entity Registrant Name	FORTE BIOSCIENCES, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-38052
Entity Tax Identification Number	26-1243872
Entity Address, Address Line One	3060 Pegasus Park Dr.
Entity Address, Address Line Two	Building 6
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75247
City Area Code	(310)
Local Phone Number	618-6994
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 par value
Trading Symbol	FBRX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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