Private company

Forte Biosciences, Inc.

Forte Biosciences, Inc. is an American pharmaceutical preparations company based in Dallas.2

Last updated Oct 20, 2026.

Overview

  • IndustryPharmaceutical Preparations2
  • HeadquartersSan Diego, United States2
  • Incorporated inDE3
  • Business address3060 Pegasus Park Drive, Building 6, Dallas, Tx 752473
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • LEI529900Z84WFDHPS3JP762
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressc/o THE CORPORATION TRUST COMPANY, CORPORATION TRUST CENTER 1209 ORANGE ST, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 44018832

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Forte Biosciences, Inc. and its subsidiaries (www.fortebiorx.com) (“Forte”, “we”, “our”) is a clinical-stage biopharmaceutical company whose current lead product candidate is FB102. FB102 is a proprietary anti-CD122 monoclonal antibody therapeutic candidate with potentially broad autoimmune and autoimmune-related indications.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2019

-11288.9%Operating margin5
-11302.8%Net margin5
-$2.9MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2019

  • Research and development100¢$45.3M
  • Income tax0¢$1.0K

Out of $36.0K in revenue.65 The company lost money this year.

Financial statements

Fiscal year2019
Revenue$36.0K6
Research and development$45.3M6
Operating expenses
Operating income-$4.1M5
Income before tax
Income tax$1.0K6
Net income-$4.1M5
Earnings per share
Earnings per share (diluted)
Shares (weighted, basic)
Shares (weighted, diluted)

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Corporate structure

Forte Biosciences, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Forte Biosciences, Inc.

  • ORBIMED ADVISORS LLC Filed SCHEDULE 13G/A on Forte Biosciences, Inc., latest Aug 14, 2026 (4 filings since Feb 11, 2022)
  • Affinity Asset Advisors, LLC Filed SCHEDULE 13G/A on Forte Biosciences, Inc., latest Aug 13, 2026 (4 filings since Dec 23, 2025)
  • Janus Henderson Group Ltd. Filed SCHEDULE 13G/A on Forte Biosciences, Inc., latest Aug 13, 2026 (7 filings since Feb 14, 2025)
  • Adage Capital Management, L.P. Filed SCHEDULE 13G/A on Forte Biosciences, Inc., latest Aug 12, 2026 (2 filings since May 13, 2026)
  • GLAZER CAPITAL, LLC Filed SCHEDULE 13G on Forte Biosciences, Inc., latest Aug 11, 2026
  • ALGER ASSOCIATES INC Filed SCHEDULE 13G/A on Forte Biosciences, Inc., latest Aug 7, 2026 (10 filings since Sep 12, 2023)
  • BlackRock Filed SCHEDULE 13G on Forte Biosciences, Inc., latest Jul 28, 2026
  • MILLENNIUM MANAGEMENT LLC Filed SCHEDULE 13G/A on Forte Biosciences, Inc., latest Jul 16, 2026 (2 filings since Jun 8, 2026)
  • MPM BioImpact LLC Filed SCHEDULE 13G on Forte Biosciences, Inc., latest May 15, 2026
  • Point72 Asset Management, L.P. Filed SCHEDULE 13G/A on Forte Biosciences, Inc., latest May 15, 2026 (3 filings since Feb 14, 2022)
  • Steven Michael Oliveira Filed SCHEDULE 13G/A on Forte Biosciences, Inc., latest Jan 9, 2026 (2 filings since Jan 10, 2025)
  • BIOTECHNOLOGY VALUE FUND L P Filed SCHEDULE 13G/A on Forte Biosciences, Inc., latest Nov 14, 2025 (4 filings since Feb 14, 2022)
  • Forte Biosciences, Inc. San Diego, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Forte Biosciences, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$241.0K11 Dec 31, 2025$125.0K11 Dec 31, 2024+92.8%
Accumulated depreciation$112.0K11 Dec 31, 2025$48.0K11 Dec 31, 2024+133.3%
Property and equipment, net$129.0K11 Dec 31, 2025$77.0K11 Dec 31, 2024+67.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$77.0M11 Dec 31, 2025$22.2M11 Dec 31, 2024+246.0%
Marketable securities, current$36.1M11 Dec 31, 2024
Debt securities available for sale$36.1M12 Dec 31, 2024$25.2M12 Dec 31, 2023+43.5%

Properties, in its own words

We entered into lease agreements in December 2021 for office space in Dallas, Texas and in April 2023 for laboratory space in San Diego, California. These lease agreements are cancellable by the Company with a six-month notice. We believe that our existing facilities are adequate to meet our current business requirements and that if additional space is required, it will be available on commercially reasonable terms. In addition, we believe that our existing facilities are in good condition, adequate and suitable for their intended purposes.

Item 2 of the 10-K filed Mar 31, 2026.4

Leadership

Who has led Forte Biosciences, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Martin J. Duvall2017–2019

President

  1. Harry E. Gruber2017–2020

Chief financial officer

  1. Mark G. Foletta2017–2019
  2. Anthony A. Riley2020–now
20202025
Board members and other officers (25)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerAntony Riley named Aug 9, 202338
  • Executive Officer, DirectorPaul Wagner named Aug 9, 202338
  • DirectorBarbara Fink named Aug 9, 202338
  • DirectorDonald Williams named Aug 9, 202338

Former names

  • Tocagen IncNov 16, 2007 to Jun 15, 20203

Timeline

  1. Aug 27, 20268-K Completed an acquisition or sale; Listing notice or transfer; Change to shareholders' rights39
  2. Jul 27, 20268-K Entered a material agreement; Regulation FD disclosure40
  3. Jul 9, 20268-K Regulation FD disclosure; Other events41
  4. Jun 2, 20268-K Executive or director change; Shareholder vote42
  5. May 14, 20268-K Results of operations43
  6. Apr 9, 20268-K Entered a material agreement; Regulation FD disclosure; Other events44
  7. Apr 1, 20268-K Results of operations45
  8. Nov 14, 20258-K Results of operations46
  9. Aug 14, 20258-K Results of operations; Other events47
  10. Jun 25, 20258-K Entered a material agreement; Other events48
  11. Jun 23, 20258-K Regulation FD disclosure; Other events49
  12. May 30, 20258-K Shareholder vote50
  13. Apr 12, 2017New chief executive Martin J. Duvall becomes CEO13

Calendar

When it reported results

  1. May 14, 2026Reported quarterly or annual results43
  2. Apr 1, 2026Reported quarterly or annual results45
  3. Nov 14, 2025Reported quarterly or annual results46
  4. Aug 14, 2025Reported quarterly or annual results47
  5. May 15, 2025Reported quarterly or annual results51
  6. Apr 4, 2025Reported quarterly or annual results52
  7. Nov 14, 2024Reported quarterly or annual results53
  8. Aug 14, 2024Reported quarterly or annual results54

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

367 filings to the SEC since October 2021: 7 annual reports, 15 quarterly reports, 47 major events, 121 insider forms, 88 large holders, 1 private raises, 88 other. The latest 20:

  1. Sep 8, 202615-12G EDGAR
  2. Sep 8, 202615-12G EDGAR
  3. Sep 8, 202615-12G EDGAR
  4. Sep 1, 2026EFFECT EDGAR
  5. Sep 1, 2026EFFECT EDGAR
  6. Sep 1, 2026EFFECT EDGAR
  7. Sep 1, 2026EFFECT EDGAR
  8. Sep 1, 2026EFFECT EDGAR
  9. Sep 1, 2026EFFECT EDGAR
  10. Aug 27, 20264 EDGAR
  11. Aug 27, 20264 EDGAR
  12. Aug 27, 20264 EDGAR
  13. Aug 27, 20264 EDGAR
  14. Aug 27, 20264 EDGAR
  15. Aug 27, 20264 EDGAR
  16. Aug 27, 20264 EDGAR
  17. Aug 27, 20264 EDGAR
  18. Aug 27, 20264 EDGAR
  19. Aug 27, 2026POS AM EDGAR
  20. Aug 27, 2026POS AM EDGAR

The 367 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

13 open-market trades by officers, directors and large owners since October 2021: 13 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 30, 2025Riley Antony ACHIEF FINANCIAL OFFICERBuy9,680$26.33$254.9KForm 4
Nov 21, 2024Riley Antony ACHIEF FINANCIAL OFFICERBuy22,514$5.55$125.0KForm 4
Dec 18, 2023Wagner Paul A.SEE REMARKSBuy10,000$0.75$7.5KForm 4
Dec 14, 2023Wagner Paul A.SEE REMARKSBuy10,000$0.72$7.2KForm 4
Dec 13, 2023Wagner Paul A.SEE REMARKSBuy10,520$0.70$7.4KForm 4
Dec 12, 2023Wagner Paul A.SEE REMARKSBuy4,776$0.65$3.1KForm 4
Dec 11, 2023Wagner Paul A.SEE REMARKSBuy25,000$0.65$16.2KForm 4
Dec 8, 2023Wagner Paul A.SEE REMARKSBuy15,000$0.62$9.3KForm 4
Dec 7, 2023Wagner Paul A.SEE REMARKSBuy36,203$0.58$21.0KForm 4
Nov 22, 2023Wagner Paul A.SEE REMARKSBuy400$0.43$172Form 4
Nov 20, 2023Wagner Paul A.SEE REMARKSBuy6,966$0.44$3.0KForm 4
Dec 16, 2022Wagner Paul A.SEE REMARKSBuy44,024$1.07$47.1KForm 4
Dec 15, 2022Wagner Paul A.SEE REMARKSBuy55,976$1.03$57.7KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Paul A. WagnerPh.D.$670.1K$7.4M82
2025Antony A. Riley59$452.1K$2.7M82
2024ChairmanPresident and Chief Executive Officer$644.3K$1.7M82
2024Chief Financial Officer$434.7K$856.9K82

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jul 31, 2023Raised $25 million in a private offering of equity Form D: 27 investors so far Form D

SEC filer profile

How Forte Biosciences, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARForte Biosciences, Inc.1
  • CIK0001419041
  • Employer ID (EIN)26-12438724
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address3060 Pegasus Park Drive, Building 6, Dallas, TX 752471
  • Phone(310) 618-69941
  • Shares outstanding21,229,087 as of Aug 7, 20269
  • Public float$157.0M as of Jun 30, 20254
  • AuditorKPMG LLP, San Diego, California PCAOB ID 185; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceNov 16, 20071
  • Filings680 in all: 4 (197), 8-K (101), SCHEDULE 13G/A (33), 10-Q (29), 3 (27), SC 13G (23), SC 13D/A (22), SC 13G/A (22)1
    All 58 form types

    CORRESP (14), EFFECT (14), 424B5 (13), SCHEDULE 13G (13), UPLOAD (13), D/A (12), S-8 (12), S-8 POS (12), 10-K (9), D (9), DEF 14A (8), DEFA14A (6), POS AM (6), S-3 (6), SC 13D (6), REGDEX/A (5), ARS (4), DFAN14A (4), 10-K/A (3), 15-12G (3), 424B3 (3), 8-K/A (3), CT ORDER (3), DRS/A (3), DRSLTR (3), REGDEX (3), S-4/A (3), SC 14D9/A (3), SC TO-T/A (3), 425 (2), 8-A12B (2), DEFC14A (2), PREC14A (2), SC TO-C (2), SC14D9C (2), 25-NSE (1), 4/A (1), 424B4 (1), 8-A12B/A (1), CERTNAS (1), DRS (1), POS EX (1), PRE 14A (1), PRRN14A (1), S-1 (1), S-1/A (1), S-3/A (1), S-4 (1), SC 14D9 (1), SC TO-T (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Apr 29, 2026
    Latest 8-K (8-K) Aug 27, 2026

Securities registered for trading

ClassSymbolExchange
Common StockFBRXThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Forte Biosciences, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 70 risks under these headings, as written.4

  • You should consider carefully the following information about the risks described below, together with the other information contained in this Annual Report on Form 10-K and in our other public filings, in evaluating our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future growth prospects would likely be materially and adversely affected. In these circumstances, the market price of our common stock would likely decline.
  • Risks related to Forte’s business, technology and industry
  • Forte will require additional capital to fund its operations and if Forte fails to obtain necessary financing, Forte will not be able to complete the development and commercialization of its current lead product candidate, FB102, or any future product candidates.
  • Forte’s business through 2021 had been almost entirely focused on the success of FB-401 and Forte subsequently decided to discontinue the advancement of FB-401. In 2022, Forte decided to devote significant time and resources to developing FB102, which may not be successful.
  • Results from early-preclinical studies and clinical trials may not be predictive of results from later-stage studies or clinical trials.
  • Forte’s prospects are highly dependent on a single product candidate, FB102. If we are unable to complete further development of, obtain approval for and commercialize FB102 for one or more indications in a timely manner, our business will be harmed.
  • Forte has no approved products and has a limited operating history, which may make it difficult to evaluate its technology and product development capabilities and predict its future performance.
  • Forte’s ability to successfully develop any product candidate is highly uncertain.
  • Clinical development is a lengthy and expensive process, with an uncertain outcome. Forte may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of any product candidate.
  • Forte’s planned additional preclinical studies or current and future clinical trials or those of its future collaborators may reveal significant adverse events and may result in a safety profile that could inhibit regulatory approval or market acceptance of any of its product candidates.
  • Positive results from early preclinical studies and clinical trials may not necessarily be predictive of the results of any current or future clinical trials of product candidates. Forte may be unable to successfully develop, obtain regulatory approval for and commercialize any product candidates.
  • Interim top-line and preliminary data from current and future clinical trials that Forte announces or publishes from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.
The other 59 risks
  • If Forte fails to comply with environmental, health and safety laws and regulations, Forte could become subject to significant fines or penalties or incur costs that could have a material adverse effect on the success of its business.
  • The market opportunities for FB102 may be limited and Forte’s estimates of the incidence and prevalence of its target patient populations may be inaccurate.
  • Forte faces significant competition from other life sciences companies, and its operating results will suffer if Forte fails to compete effectively.
  • Even if FB102 or any other product candidate that Forte develops receives marketing approval, it may fail to achieve the degree of market acceptance by physicians, patients, third-party payors, consumers and others in the medical or life sciences community necessary for commercial success.
  • Forte’s operations and financial results could be adversely impacted by the public health emergencies or other disruptions to the industry.
  • Forte will need to grow the size of its organization, and may experience difficulties in managing this growth.
  • Forte’s current operations are located in Texas, and Forte or the third parties upon whom Forte depends may be adversely affected by natural disasters, pandemics or other events out of Forte’s control, and its business continuity and disaster recovery plans may not adequately protect Forte from a serious disaster.
  • If Forte loses key management personnel, or if Forte fails to recruit additional highly skilled personnel, its ability to identify and develop new or next generation product candidate will be impaired, could result in loss of markets or market share and could make Forte less competitive.
  • Forte’s internal computer systems, or those used by its Clinical Research Organizations ("CROs"), Contract Manufacturing Organizations ("CMOs") or other contractors or consultants, may fail or suffer security breaches.
  • Forte’s employees, independent contractors, consultants, commercial partners and vendors acting on its behalf may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.
  • A variety of risks associated with testing and developing a product candidate internationally could materially adversely affect Forte’s business.
  • Forte currently has no marketing and sales organization and has no experience in marketing products. If Forte is unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell its product candidate, Forte may not be able to generate product revenue.
  • Tax reform legislation could adversely affect Forte’s business and financial condition.
  • Forte’s ability to use net operating losses and research and development credits to offset future taxable income or tax liability may be subject to certain limitations.
  • Unstable market and economic conditions, including adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, may have serious adverse consequences on Forte’s business, financial condition, results of operations, and stock price.
  • Changes in United States trade policy, with regard to tariffs, could have a material adverse impact on our business, financial condition, and results of operations.
  • If we, or our wholly-owned subsidiary, lose our ability to operate in Australia, or if our subsidiary is unable to benefit from the past or future R&D tax rebates available under current Australian regulations, our business and results of operations could be harmed.
  • Risks related to government regulation
  • Forte is early in its development efforts. FB102 will require significant additional clinical development before Forte seeks regulatory approval of any product candidate. If Forte is unable to continue or advance the clinical development of FB102, obtain regulatory approval and ultimately commercialize a product candidate or experiences significant delays in doing so, its business will be materially harmed.
  • Changes in the legal and regulatory environment could limit Forte’s future business activities, increase its operating or regulatory costs, reduce demand for product candidates or result in litigation.
  • Inadequate funding, layoffs, changes in agency leadership, and other policies and executive orders impacting the normal operations of the FDA, the SEC and other government agencies could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the approval of Forte’s product candidates rely, which would negatively impact its business.
  • Obtaining and maintaining regulatory approval of any of its product candidates in one jurisdiction does not mean that Forte will be successful in obtaining regulatory approval for its product candidate in other jurisdictions.
  • Preclinical and clinical development is uncertain. Forte’s preclinical studies and clinical trials may experience delays or may never advance to the next stage of development, which would adversely affect its ability to obtain regulatory approvals to commercialize these programs on a timely basis or at all, which would have an adverse effect on its business.
  • If Forte is not able to obtain, or if there are delays in obtaining, required regulatory approvals for any product candidates it may develop, Forte will not be able to commercialize, or will be delayed in commercializing, such product candidates, and its ability to generate revenue will be materially impaired.
  • Forte’s product candidate, FB102, or any future product candidate Forte develops, may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit the commercial profile of an approved label or result in significant negative consequences following marketing approval, if any.
  • Even if Forte receives regulatory approval of any product candidate, Forte will be subject to ongoing regulatory compliance obligations and continued regulatory review, which may result in significant additional expense. Additionally, if Forte fails to comply with regulatory requirements or experiences unanticipated problems with its product candidate, if approved, Forte could be subject to labeling and other restrictions, market withdrawal, and penalties.
  • Forte’s business activities may be subject to the FCPA and similar anti-bribery and anti-corruption laws of other countries in which Forte operates, as well as U.S. and certain foreign export controls, trade sanctions, and import laws and regulations. Compliance with these legal requirements could limit its ability to compete in foreign markets and subject it to liability if Forte violates them.
  • Risks related to Forte’s intellectual property
  • If Forte is unable to obtain and maintain patent protection for any product candidate Forte develops, its competitors could develop and commercialize products or technology similar or identical to Forte’s, and its ability to successfully commercialize any product candidate Forte may develop, and its technology, may be adversely affected.
  • If the scope of any patent protection Forte obtains is not sufficiently broad, or if Forte loses any future patent protection, its ability to prevent its competitors from commercializing similar or identical technology and product candidates would be adversely affected.
  • Forte’s rights to develop and commercialize any future product candidates may be subject, in part, to the terms and conditions of future licenses granted to it by others.
  • If Forte fails to comply with its obligations in agreements under which Forte options or licenses intellectual property rights from future collaborators or licensors or otherwise experience disruptions to our business relationships with future collaborators or licensors, Forte could lose intellectual property rights that are important to our business.
  • Forte may not be able to protect its intellectual property and proprietary rights throughout the world.
  • Intellectual property discovered through government funded programs may be subject to federal regulations such as “march-in” rights, certain reporting requirements and a preference for United States-based companies. Compliance with such regulations may limit our exclusive rights and limit our ability to contract with non-United States manufacturers.
  • Obtaining and maintaining Forte’s patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by government patent agencies, and its patent protection could be reduced or eliminated for non-compliance with these requirements.
  • Changes in U.S. patent law could diminish the value of patents in general, thereby impairing Forte’s ability to protect any products it develops.
  • Forte's future issued patents covering product candidates Forte develops could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad.
  • Patent terms may be inadequate to protect our competitive position on our products and services for an adequate amount of time.
  • If Forte does not obtain patent term extension and/or data exclusivity for any product candidate that Forte may develop, its business may be materially harmed.
  • Forte may be subject to claims challenging the inventorship of its patents and other intellectual property.
  • If Forte is unable to protect the confidentiality of its trade secrets, its business and competitive position would be harmed.
  • Forte may be subject to claims that its employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what Forte regards as its own intellectual property.
  • Third-party claims of intellectual property infringement, misappropriation or other violation against Forte or its collaborators may prevent or delay the development and commercialization of any product candidates Forte develops and other technologies.
  • Forte may become involved in lawsuits to protect or enforce its patents and other intellectual property rights, which could be expensive, time-consuming, and unsuccessful.
  • Intellectual property rights do not necessarily address all potential threats.
  • Risks related to Forte’s reliance on third parties
  • We rely on third parties to conduct our preclinical studies, and plan to rely on third parties to conduct clinical trials, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials, research and studies.
  • We have contracted with third parties for the manufacture of our product candidates for preclinical studies and expect to continue to do so for additional preclinical studies, clinical trials and ultimately for commercialization. This reliance on third parties increases the risk that we will not have sufficient quality and quantities of our product candidates or such quantities at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts.
  • Third-party relationships are important to Forte’s business. If Forte is unable to maintain its collaborations, enter into new relationships or if these relationships are not successful, its business could be adversely affected.
  • General Risks
  • The market price of Forte’s common stock is expected to be volatile. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against those companies.
  • Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.
  • Forte has previously been and may in the future be noncompliant with Nasdaq’s minimum bid price requirement, which could result in the delisting of our common stock, negatively affect the price of our common stock and limit investors’ ability to trade in our common stock.
  • Forte incurs additional costs and demands upon management as a result of complying with the laws and regulations affecting public companies.
  • Anti-takeover provisions in Forte’s charter documents and under Delaware law could make an acquisition of Forte more difficult and may prevent attempts by Forte’s stockholders to replace or remove the company management.
  • Forte’s bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between Forte and its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with Forte or its directors, officers or other employees.
  • Forte does not anticipate paying any cash dividends in the foreseeable future.
  • Future sales of shares by existing stockholders could cause Forte’s stock price to decline.
  • If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about Forte, its business or its market, its stock price and trading volume could decline.
  • The company will have broad discretion in the use of proceeds from any capital raising efforts, including the 2023 Private Placement, 2024 Private Placement, the Offering and any future private placement financings or public offerings, and may invest or spend the proceeds in ways with which its stockholders do not agree and in ways that may not increase the value of their investments.
  • If Forte experiences material weaknesses in or otherwise fails to maintain an effective system of internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.
  • Forte is able to take advantage of reduced disclosure and governance requirements applicable to smaller reporting companies, which could result in its common stock being less attractive to investors.
  • Forte’s principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Legal proceedings

For discussion of legal proceedings, see Note 6 to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

The opening of Item 3, Legal Proceedings.4

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