BriefIQ Markets · 8-K

argenx BV completed acquisition of Forte Biosciences through tender offer and merger; Forte requested Nasdaq trading suspension and delisting

SEC filed 27-Aug-2026 BriefIQ published 28-Aug-2026 10:10

Key Facts

Status: Avena Merger Sub Inc. completed a tender offer for Forte Biosciences and then merged with and into Forte on August 27, 2026; Forte continued as the surviving corporation and a wholly owned subsidiary of argenx BV.
Parties: The transaction involved Forte Biosciences, Inc., argenx BV as Parent, and Avena Merger Sub Inc. as Purchaser.
Consideration: The tender offer price was $77.00 per Share, payable in cash without interest, subject to withholding tax.
Transaction value and financing: Parent used approximately $2.2 billion of cash on hand to consummate the Offer and Merger.
Conditions and approval mechanism: The tender condition was satisfied, all other Offer conditions were satisfied or waived, and the Merger proceeded under Section 251(h) without a stockholder meeting or vote.

Paul A. Wagner, Ph. D., Steven Kornfeld, Scott Brun, M.D., Barbara K. Finck, M.D., Stephen K. Doberstein, Ph. D., Richard Vincent, Shiv Kapoor and David Gryska, all directors immediately prior to the Effective Time, ceased to be directors of the Company in connection with consummation of the Transactions.
The merger occurred on August 27, 2026.

Forte Biosciences reported a Nasdaq listing and trading-status action involving its common shares following consummation of the merger.
The Company requested that Nasdaq suspend trading of its Shares.
The Company requested that Nasdaq file SEC Form 25 to delist and deregister the Shares under Section 12(b) of the Exchange Act.
The requested listing action followed consummation of the merger.
The Company intended to file Form 15 seeking termination of Section 12(g) registration and suspension of reporting obligations under Sections 13 and 15(d).

Filing details