Forte Biosciences Inc — Current Report (Form 8-K)

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 29, 2026

FORTE BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

The board of directors of Forte Biosciences, Inc. (the “Company”) previously approved the amendment and restatement of the Company’s 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) at the Company’s 2021 annual meeting of stockholders, and in connection with the special meeting of stockholders held on January 24, 2025 (the “2025 Special Meeting”). Most recently, at the Annual Meeting (as defined in Item 5.07 below), the Company’s stockholders approved the further amendment and restatement of the 2021 Equity Incentive Plan (as currently amended and restated, the “A&R 2021 Equity Incentive Plan”).

The purposes of the A&R 2021 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to employees, directors and consultants, and to promote the success of the Company’s business. These purposes are achieved through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares.

The number of shares of common stock of the Company (the “Shares”) reserved for issuance under the A&R 2021 Equity Incentive Plan is equal to the sum of: (a) 5,190,000, representing 3,340,000 Shares approved in connection with the 2025 Special Meeting and 1,850,000 newly requested Shares, plus (b) any Shares subject to awards granted under the Tocagen, Inc. 2009 Equity Incentive Plan, the Tocagen, Inc. 2017 Equity Incentive Plan, and the Forte Biosciences Inc. 2018 Equity Incentive Plan that, after May 28, 2021, the date of the original stockholder approval of the 2021 Equity Incentive Plan, expire or otherwise terminate without having been exercised or issued in full, are forfeited to or repurchased by the Company due to failure to vest, or are used to pay the exercise price of such awards or to satisfy the tax liabilities or withholdings related to such awards. The maximum number of Shares to be added to the A&R 2021 Equity Incentive Plan pursuant to clause (b) is equal to 44,093 Shares.

The material terms of the A&R 2021 Equity Incentive Plan are described in “Proposal No. 4 - Approval of the Amended and Restated 2021 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 29, 2026, which description is incorporated herein by reference.

The foregoing description of the A&R 2021 Equity Incentive Plan is qualified in its entirety by reference to the text of the A&R 2021 Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Company held its 2026 annual meeting of stockholders on May 29, 2026 (the “Annual Meeting”). Of the 20,478,817 Shares outstanding as of the record date of April 17, 2026, 17,766,034 Shares were represented at the Annual Meeting, either by proxy or by attending the meeting. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

(d)  Exhibits

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.