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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): November 14, 2025

 

 

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 November 14, 2025, Forte Biosciences, Inc. issued a press release reporting its financial results for the quarter ended September 30, 2025. 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 November 14, 2025.
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:

November 14, 2025

    By:  

/s/ Antony Riley

     

Antony Riley

Chief Financial Officer

EX-99.1 2 d77724dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

FORTE BIOSCIENCES, INC. ANNOUNCES THIRD QUARTER 2025 RESULTS AND PROVIDES UPDATE

Three clinical trial readouts for FB102 expected in 2026, including phase 2 in celiac disease and phase 1b in both vitiligo and alopecia areata

DALLAS, TX – NOVEMBER 14, 2025 – Forte Biosciences, Inc. (www.fortebiorx.com) (NASDAQ: FBRX), a clinical-stage biopharmaceutical company focused on autoimmune and autoimmune-related diseases, today announced its third quarter 2025 financial results and provided a business update.

“We continue to make excellent progress with FB102.” said Forte Biosciences CEO Paul Wagner, PhD. “The US IND is now open and enrolment in the FB102 phase 2 celiac disease (CeD) clinical trial has expanded to US sites with topline results expected in 2026. Based on the strength of the positive results from the FB102 phase 1b CeD trial, which we reported in June, 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 ongoing and we continue to expect topline data in 1H26. We have also begun enrolling patients in the phase 1b trial in alopecia areata and expect data from that study in 2026. With 3 key clinical trial readouts for FB102, 2026 will be a very eventful year and further highlight FB102’s potential to address the significant unmet medical needs across multiple indications including celiac disease, vitiligo and alopecia areata, which represent multi-billion dollar potential market opportunities.”

Q3 2025 Operating Results

Research and development expenses were $15.2 million for the three months ended September 30, 2025, compared to $5.9 million for the same period in 2024. The increase was primarily due to increases of $9.7 million in clinical and manufacturing expenses related to our Phase 2 clinical trial for celiac disease and Phase 1b clinical trials for vitiligo and alopecia areata, and $0.8 million in personnel-related expenses due to an increase in headcount, partially offset by a decrease of $1.2 million in preclinical expenses as a result of toxicology work performed in 2024.

Research and development expenses were $36.5 million for the nine months ended September 30, 2025, compared to $16.0 million for the same period in 2024. The increase was primarily due to an increase of $21.6 million in manufacturing and clinical expenses of our Phase 2 clinical trial for celiac disease and Phase 1b clinical trials for vitiligo and alopecia areata, an increase of $0.9 million in discovery work, and an increase of $0.9 million in personnel-related expenses due to an increase in headcount, partially offset by a decrease of $2.8 million in preclinical expenses as a result of toxicology work performed in 2024.

Our research and development expenses may increase as we continue to advance FB102 through a celiac Phase 2 trial including a US arm as a result of the FDA approving our IND, multiple Phase 1b clinical trials and as we pursue additional autoimmune indications.


General and administrative expenses were $3.2 million for the three months ended September 30, 2025 compared to $2.8 million for the same period in 2024. The increase was primarily due to $0.6 million in personnel-related expenses including $0.5 million in non-cash stock-based compensation partially offset by decreases in professional expenses and legal expenses, including litigation and settlement expenses of $0.3 million.

General and administrative expenses were $9.6 million for the nine months ended September 30, 2025 compared to $13.3 million for the same period in 2024. The decrease was primarily due to decreases in professional expenses and legal expenses, including litigation and settlement expenses, of $6.0 million, partially offset by an increase of $2.1 million in personnel-related expenses including additional non-cash stock-based compensation of $1.9 million.

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 and multiple Phase 1b clinical trials and pursue additional autoimmune indications.

Net losses per share were $(0.99) and $(4.54) for the three months ended September 30, 2025 and 2024, and $(3.26) and $(15.35) for the nine months ended September 30, 2025 and 2024, respectively.

Forte ended the third quarter of 2025 with $93.4 million in cash and cash equivalents. There are approximately 12.5 million shares of common stock and 5.3 million prefunded warrants outstanding as of September 30, 2025.

FORTE BIOSCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands, except share and par value data)

 

     September 30, 2025      December 31, 2024  
     (unaudited)         

Assets

     

Current assets:

     

Cash and cash equivalents

   $ 93,414      $ 22,244  

Short-term investments

     —         36,121  

Prepaid expenses and other current assets

     1,998        2,981  
  

 

 

    

 

 

 

Total current assets

     95,412        61,346  

Property and equipment, net

     148        77  

Other assets

     1,529        138  
  

 

 

    

 

 

 

Total assets

   $ 97,089      $ 61,561  
  

 

 

    

 

 

 

Liabilities and stockholders’ equity

     

Current liabilities:

     

Accounts payable

   $ 5,491      $ 4,879  

Accrued liabilities

     7,501        4,202  
  

 

 

    

 

 

 

Total current liabilities

     12,992        9,081  
  

 

 

    

 

 

 

Commitments and contingencies (Note 6)

     

Stockholders’ equity:

     

Common stock, $0.001 par value: 200,000,000 shares authorized as of September 30, 2025 (unaudited) and December 31, 2024; 12,523,845 and 6,393,323 shares issued and outstanding as of September 30, 2025 (unaudited) and December 31, 2024, respectively

     13        6  

Additional paid-in capital

     282,675        206,461  

Accumulated other comprehensive (loss) income

     (6      11  

Accumulated deficit

     (198,585      (153,998
  

 

 

    

 

 

 

Total stockholders’ equity

     84,097        52,480  
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 97,089      $ 61,561  
  

 

 

    

 

 

 


FORTE BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except share and per share amounts)

 

     For the Three Months Ended
September 30,
     For the Nine Months Ended
September 30,
 
     2025      2024      2025      2024  

Operating expenses:

           

Research and development

   $ 15,050      $ 5,720      $ 36,061      $ 15,634  

Research and development - related party

     150        150        450        329  

General and administrative

     3,183        2,759        9,575        13,288  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating expenses

     18,383        8,629        46,086        29,251  
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss from operations

     (18,383      (8,629      (46,086      (29,251

Other income, net

     701        237        1,499        928  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

   $ (17,682    $ (8,392    $ (44,587    $ (28,323
  

 

 

    

 

 

    

 

 

    

 

 

 

Per share information:

           

Net loss per share - basic and diluted

   $ (0.99    $ (4.54    $ (3.26    $ (15.35

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

     17,793,907        1,847,644        13,669,333        1,845,407  

Comprehensive loss:

           

Net loss

   $ (17,682    $ (8,392    $ (44,587    $ (28,323

Unrealized (loss) gain on available-for-sale securities, net

     (6)        8        (17      (3
  

 

 

    

 

 

    

 

 

    

 

 

 

Comprehensive loss

   $ (17,688    $ (8,384    $ (44,604    $ (28,326
  

 

 

    

 

 

    

 

 

    

 

 

 

Additional details on Forte’s third quarter 2025 financial results can be found in Forte’s Form 10-Q as filed with the SEC on November 14, 2025. 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 Quarterly Report on Forms 10-Q filed on November 14, 2025, 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
mmoyer@lifesciadvisors.com    investors@fortebiorx.com