8-K
false 0001419041 0001419041 2026-05-11 2026-05-11
 
 

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): May 11, 2026

 

 

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: (310) 618-6994

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. ☐

 

 
 


Item 2.02. Results of Operations and Financial Condition.

On May 11, 2026, Forte Biosciences, Inc. issued a press release reporting its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Current Report under Item 2.02 and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit   

Description

99.1    Press Release dated May 11, 2026
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: May 14, 2026     By:  

/s/ Antony Riley

     

Antony Riley

Chief Financial Officer

Exhibit 99.1

 

LOGO

FORTE BIOSCIENCES, INC. ANNOUNCES FIRST QUARTER 2026 RESULTS AND PROVIDES UPDATE

FB102 Received Fast Track Designation in Celiac Disease

DALLAS, TX – MAY 11, 2026 – Forte Biosciences, Inc. (www.fortebiorx.com) (NASDAQ: FBRX), a clinical-stage biopharmaceutical company focused on autoimmune and autoimmune-related diseases, today announced its first quarter 2026 financial results and provided a business update.

“FB102 received Fast Track Designation from the FDA in celiac disease, highlighting the unmet need and reinforcing FB102’s potential to address the high unmet need in celiac disease. The clinical development for FB102 continues to progress well with important readouts coming shortly,” said Forte Biosciences CEO Paul Wagner, PhD. “The topline results from our phase 2 celiac disease study are expected in 2026. Based on the strength of the positive results from the FB102 phase 1b CeD trial, which we reported in June 2025, we look forward to the phase 2 data further validating FB102 for the treatment of celiac disease. The FB102 phase 1b vitiligo clinical study is expected to have topline results shortly and the alopecia areata phase 1b data readout is expected in 2026. We remain very optimistic about FB102’s potential to address the significant unmet medical needs across multiple indications representing what we believe to be multi-billion-dollar potential market opportunities.”

Q1 2026 Operating Results

Research and development expenses were $20.5 million for the three months ended March 31, 2026, compared to $12.7 million for the same period in 2025. The increase was primarily due to an increase of $6.7 million in clinical expenses related to FB102 for our Phase 2 clinical trial for celiac disease and Phase 1b clinical trials for vitiligo and alopecia areata, an increase of $2.0 million in preclinical expenses, and an increase of $1.4 million in personnel-related expenses due to an increase in headcount, partially offset by a decrease of $2.3 million in manufacturing expenses.

Our research and development expenses may increase as we continue to advance FB102 through a celiac Phase 2 trial including a U.S. arm, multiple Phase 1b clinical trials and if we pursue additional autoimmune indications.

General and administrative expenses were $2.0 million for the three months ended March 31, 2026 compared to $3.4 million for the same period in 2025. The decrease was primarily due to the interim legal settlement payment, under a reservation of rights from an insurance carrier of $2.3 million, partially offset by an increase of $0.9 million in non-cash stock-based compensation.

Our general and administrative expenses may fluctuate in the future due to fluctuations in professional and advisory fees as we build out our infrastructure to advance FB102 through a Phase 2 trial, multiple Phase 1b clinical trials and if we pursue additional autoimmune indications.


Net losses per share were $(1.24) and $(1.37) for the quarters ended March 31, 2026 and 2025, respectively.

Forte ended the first quarter of 2026 with $58.2 million in cash and cash equivalents. There are 13.9 million shares of common stock and 4.0 million prefunded warrants outstanding as of March 31, 2026. In April 2026, Forte raised $172.5 million in gross proceeds through an offering and issued 6.6 million additional shares of common stock.

FORTE BIOSCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and par value data)

 

     March 31, 2026     December 31, 2025  
     (unaudited)        

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 58,223     $ 76,957  

Prepaid expenses and other current assets

     6,887       3,632  
  

 

 

   

 

 

 

Total current assets

     65,110       80,589  

Property and equipment, net

     110       129  

Other assets

     2,003       2,061  
  

 

 

   

 

 

 

Total assets

   $ 67,223     $ 82,779  
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

    

Current liabilities:

    

Accounts payable

   $ 13,084     $ 9,989  

Accrued liabilities

     10,563       10,762  
  

 

 

   

 

 

 

Total current liabilities

     23,647       20,751  

Other liabilities

     1,476       1,037  
  

 

 

   

 

 

 

Total liabilities

     25,123       21,788  

Commitments and contingencies (Note 6)

    

Stockholders’ equity:

    

Common stock, $0.001 par value: 200,000,000 shares authorized as of March 31, 2026 (unaudited) and December 31, 2025; 13,910,668 and 12,948,308 shares issued and outstanding as of March 31, 2026 (unaudited) and December 31, 2025, respectively

     14       13  

Additional paid-in capital

     287,599       284,348  

Accumulated other comprehensive (loss) income

     (4     3  

Accumulated deficit

     (245,509     (223,373
  

 

 

   

 

 

 

Total stockholders’ equity

     42,100       60,991  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 67,223     $ 82,779  
  

 

 

   

 

 

 


FORTE BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHE SIVE LOSS

(unaudited)

(in thousands, except share and per share amounts)

 

     For the Three Months Ended
March 31,
 
     2026     2025  

Operating expenses:

    

Research and development

   $ 20,320     $ 12,542  

Research and development - related party

     150       150  

General and administrative

     1,969       3,432  
  

 

 

   

 

 

 

Total operating expenses

     22,439       16,124  
  

 

 

   

 

 

 

Loss from operations

     (22,439     (16,124

Other income, net

     676       468  
  

 

 

   

 

 

 

Net loss before taxes

     (21,763     (15,656

Income tax expense

     (373     —   
  

 

 

   

 

 

 

Net loss

   $ (22,136   $ (15,656
  

 

 

   

 

 

 

Per share information:

    

Net loss per share - basic and diluted

   $ (1.24   $ (1.37

Weighted average shares and pre-funded warrants outstanding, basic and diluted

     17,837,406       11,398,971  

Comprehensive loss:

    

Net loss

   $ (22,136   $ (15,656

Unrealized loss on available-for-sale securities, net

     (7     (11
  

 

 

   

 

 

 

Comprehensive loss

   $ (22,143   $ (15,667
  

 

 

   

 

 

 

Additional details on Forte’s first quarter 2026 financial results can be found in Forte’s Form 10-Q as filed with the SEC on May 11, 2026. You can also find more information in the investor relations section of Forte’s website at www.fortebiorx.com.

About Forte

Forte Biosciences, Inc. is a clinical-stage biopharmaceutical company that is advancing FB102, which is a proprietary anti-CD122 monoclonal antibody therapeutic candidate with potentially broad autoimmune and autoimmune-related indications.

Forward-Looking Statements

Forte cautions you that statements included in this press release that are not a description of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negatives of these terms or other similar expressions. These statements are based on the Company’s current beliefs and expectations. Forward-looking statements include statements regarding the Company’s beliefs, goals, intentions and expectations regarding its product candidate, FB102 and the therapeutic and commercial market potential of FB102, expectations for patient enrollment and timing of clinical data readouts. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation: risks related to


Forte’s ability to obtain sufficient additional capital to continue to advance Forte’s product candidate, FB102; uncertainties associated with the clinical development and regulatory approval of Forte’s product candidate, FB102, including potential delays in the commencement, enrollment and completion of clinical trials, including the timing of the completion of the Company’s patient-based trials; the risk that results from preclinical and any interim result of our ongoing clinical trials may not be predictive of future results from clinical trials; risks associated with the failure to realize any value from FB102 in light of inherent risks, expense and difficulties involved in successfully bringing product candidates to market; and additional risks, uncertainties, and other information affecting Forte’s business and operating results is contained in Forte’s Annual Report on Forms 10-K filed on March 31, 2026, and in its other filings with the Securities and Exchange Commission. All forward-looking statements in this press release are current only as of the date hereof and, except as required by applicable law, Forte undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

 

Contact:   
LifeSci Advisors    Forte Biosciences, Inc.
Mike Moyer, Managing Director    Paul Wagner, CEO
[email protected]    [email protected]