As filed with the Securities and Exchange Commission on April 12, 2024

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

FORTE BIOSCIENCES, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   26-1243872
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification Number)

3060 Pegasus Park Drive, Building 6

Dallas, Texas 75247

(Address of Principal Executive Offices, including zip code)

2020 Inducement Equity Incentive Plan

2017 Employee Stock Purchase Plan

(Full title of the plan)

Paul A. Wagner, Ph.D.

Chief Executive Officer

Forte Biosciences, Inc.

3060 Pegasus Park Drive, Building 6

Dallas, Texas 75247

(310) 618-6994

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

Copies to:

Dan Koeppen

Wilson Sonsini Goodrich & Rosati, P.C.

12235 El Camino Real

San Diego, California 92130

(858) 350-2300

 

 

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

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒    Smaller reporting company   ☒
     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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

Forte Biosciences, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 300,000 additional shares of common stock of the Registrant, par value $0.001 per share (“Common Stock”) under the Registrant’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”), pursuant to the provision of the 2017 ESPP providing for such automatic increase in the number of shares reserved for issuance, and (ii) 1,500,000 additional shares of Common Stock under the Registrant’s 2020 Inducement Equity Incentive Plan (the “2020 Inducement Plan”).

These additional shares of common stock are securities of the same class as other securities for which previous Registration Statements on Form S-8 were filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on March 31, 2023 (File No. 333-271036), June 24, 2022 (File No. 333-265823), April 8, 2021 (File No. 333-255125), August 11, 2020 (File No. 333-244407), January 8, 2020 (File No. 333-235852), February 28, 2019 (File No. 333-229963), March 9, 2018 (File No. 333-223558), and April 13, 2017 (File No. 333-217300) (the “Previous Registration Statements”). In accordance with General Instruction E of Form S-8, the contents of the Previous Registration Statements, including periodic reports filed after the Previous Registration Statements to maintain current information about the Registrant, are incorporated by reference into this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

 

  (1)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 18, 2024.

 

  (2)

All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above.

 

  (3)

The description of the Registrant’s common stock contained in the Company’s Annual Report on Form 10-K filed with the Commission on February 27, 2020, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference

into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances will any information furnished under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 8. Exhibits.

The Registrant has filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.

EXHIBIT INDEX

 

Exhibit         Incorporated by Reference  
Number   

Exhibit Description

    Form      File No.      Exhibit      Filing Date  
4.1    Specimen common stock certificate of the Registrant      S-1/A        333-216574        4.1        April 3, 2017  
5.1*    Opinion of Wilson Sonsini Goodrich & Rosati, P.C.            
10.1    2020 Inducement Equity Incentive Plan      S-8        333-244407        10.1        August 11, 2020  
10.2    Form of stock option agreements under the 2020 Inducement Equity Incentive Plan      S-8        333-244407        10.2        August 11, 2020  
10.3    2017 Employee Stock Purchase Plan      S-1/A        333-216574        10.4        April 3, 2017  
23.1*    Consent of Independent Registered Accounting Firm (Mayer Hoffman McCann P.C.)            
23.2*    Consent of Independent Registered Accounting Firm (KPMG LLP)            
23.3*    Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto).            
24.1*    Power of Attorney (included on the signature page hereto).            
107*    Filing Fee Table            

 

*

Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on April 12, 2024.

 

FORTE BIOSCIENCES, INC.
By:  

/s/ Paul A. Wagner, Ph.D.

  Paul A. Wagner, Ph.D.
  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul A. Wagner Ph.D. and Antony Riley, and each of them, as such individual’s true and lawful attorney in fact and agent with full power of substitution, for such individual in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney in fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney in fact, proxy and agent, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature

   

Title

   

Date

/s/ Paul A. Wagner, Ph.D.

Paul A. Wagner, Ph.D.

    Director and Chief Executive Officer
(Principal Executive Officer)		    April 12, 2024

/s/ Antony Riley

Antony Riley

    Chief Financial Officer
(Principal Financial and Accounting Officer)		    April 12, 2024

/s/ Stephen Doberstein, Ph.D.

Stephen Doberstein, Ph.D.

    Director    April 12, 2024

/s/ Lawrence Eichenfield, M.D.

Lawrence Eichenfield, M.D.

    Director    April 12, 2024

/s/ Barbara Finck, M.D.

Barbara Finck, M.D.

    Director    April 12, 2024

/s/ Steven Kornfeld

Steven Kornfeld

    Director    April 12, 2024

/s/ Scott Brun, M.D.

Scott Brun, M.D.

    Director    April 12, 2024

/s/ Donald A. Williams

Donald A. Williams

    Director    April 12, 2024

/s/ David Gryska

David Gryska

    Director    April 12, 2024
EX-5.1

Exhibit 5.1

 

LOGO

   

Wilson Sonsini Goodrich & Rosati
Professional Corporation

 

650 Page Mill Road
Palo Alto, California 94304-1050

 

O: 650.493.9300
F: 650.493.6811

April 12, 2024

Forte Biosciences, Inc.

3060 Pegasus Park Dr.

Building 6

Dallas, Texas 75247

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Forte Biosciences, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of your common stock, par value $0.001 per share (the “Shares”), consisting of: (i) 300,000 shares of common stock to be issued under the Company’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”), and (ii) 1,500,000 shares of common stock to be issued under the Company’s 2020 Inducement Equity Incentive Plan (the “2020 Inducement Plan” and, together with the 2017 ESPP, the “Plans”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner described in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of our name wherever it appears in the Registration Statement and in any amendments thereto. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO

SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 31, 2023, with respect to the consolidated financial statements of Forte Biosciences, Inc. (the “Company”) as of and for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ Mayer Hoffman McCann P.C.

San Diego, California

April 12, 2024

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 18, 2024, with respect to the consolidated financial statements of Forte Biosciences, Inc., incorporated herein by reference.

/s/ KPMG LLP

San Diego, California

April 12, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Forte Biosciences, Inc.

(Exact name of registrant as specified in its charter)

Table 1 – Newly Registered Securities

 

               
Security Type  

Security

Class

Title

  

Fee

Calculation

Rule

   Amount
Registered(1)		   Proposed
Maximum
Offering
Price Per
Unit		  

Maximum

Aggregate

Offering

Price

  

Fee

Rate

   Amount of
Registration
Fee
               
Equity   Common Stock, par value $0.001 per share, reserved for issuance under the Registrant’s 2020 Inducement Equity Incentive Plan   Rule 457(c) and Rule 457(h)   1,500,000(2)   $0.75(4)   $1,125,000.00   $147.60 per $1,000,000   $166.05
               
Equity   Common Stock, par value $0.001 per share, reserved for issuance under the Registrant’s 2017 Employee Stock Purchase Plan   Rule 457(c) and Rule 457(h)   300,000(3)   $0.64(5)   $192,000.00   $147.60 per $1,000,000   $28.34
         
Total Offering Amounts     $1,317,000.00     $194.39
         
Total Fee Offsets(6)         —
         
Net Fee Due               $194.39

 

  (1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2017 Employee Stock Purchase Plan (the “2017 ESPP”) and the 2020 Inducement Equity Incentive Plan (the “2020 Inducement Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

  (2)

Represents an increase in the number of shares of common stock reserved for issuance under the 2020 Inducement Plan.

  (3)

Represents an automatic increase in the number of shares of common stock reserved for issuance pursuant to future awards under the 2017 ESPP as a result of the annual evergreen increase under the 2017 ESPP.

  (4)

Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $0.75, which is the average of the high and low prices of shares of Registrant’s common stock on The Nasdaq Capital Market on April 9, 2024 (such date being within five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission).

  (5)

Pursuant to Rule 457(c) and 457(h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $0.64, which is 85% of the average of the high and low prices of shares of Common Stock on Nasdaq on April 9, 2024 (such date being within five business days of the date that this Registration Statement was filed with the SEC). Pursuant to the 2017 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the offering period or (ii) the exercise date.

  (6)

The Registrant does not have any fee offsets.