argenx's $77 Tender for Forte Biosciences Expires Aug. 26. The Filings Spell Out Exactly What Has to Happen First.

by Maya Okafor · August 16, 2026

Deals & Listings Reporter, The SmallCap Signal

A live all-cash tender offer has ten days left on its clock, and every term that decides it is already on file. argenx SE is offering $77.00 a share in cash for all of Forte Biosciences Inc. (Nasdaq: FBRX). argenx's Aug. 6 commencement release states the terms plainly: “The Offer and withdrawal rights will expire at one minute following 11:59 p.m., Eastern Time, on August 26, 2026, unless the Offer is extended or earlier terminated.” Aug. 26 is a Wednesday. Nothing has traded since Friday's close, so the next thing that moves this deal is a filing, not a tape.

The underlying contract is short on ambiguity. The merger agreement filed as Exhibit 2.1 to Forte's Form 8-K is “made and entered into as of July 26, 2026 by and among: argenx BV… Avena Merger Sub Inc.… and Forte Biosciences, Inc.” The parties agree to effect the second step “without a vote of the Company's stockholders, as provided in Section 251(h) of the DGCL” — the Delaware provision that lets a back-end merger close once enough shares are in the purchaser's hands. There is no meeting to schedule and no proxy to mail. The tender is the vote.

That makes the minimum condition the whole ballgame, and the summary advertisement for the offer states it in the affirmative rather than as a percentage of a percentage. Closing requires “the number of Shares validly tendered (and not validly withdrawn), considered together with all other Shares owned by Parent and its affiliates… would represent one more Share than 50% of the total number of Shares issued and outstanding.” One share more than half. The advertisement gives the date of the governing Offer to Purchase as Aug. 6, 2026. The second gate is antitrust: argenx's commencement release says the purchaser's obligation to pay is “subject to certain conditions, including, among others, (a) the Minimum Condition (as defined below) and (b) the expiration or termination of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.” The same release adds that the offer “is not subject to a financing condition.”

Who actually has to tender is the part the numbers answer. Forte's July 26 Form 8-K discloses that the company's directors and officers signed support agreements and that “the Supporting Stockholders collectively own an aggregate of approximately 1% of the outstanding Shares as of July 26, 2026.” That is a very thin insider block, and it means the fifty-percent-plus-one threshold sits almost entirely with unaffiliated holders. Insider support here is a signal, not a vote bank.

The merger agreement is also specific about what each class of paper receives, and one line is easy to miss. Company stock options are cancelled and converted into a lump-sum cash payment equal to “the excess (if any) of (a) the Merger Consideration over (b) the per Share exercise price”; restricted stock units are converted into a cash payment equal to “the Merger Consideration, multiplied by… the total number of Shares subject to such Company RSU.” Pre-funded warrants “will become exercisable for the right to receive the Merger Consideration in respect of each Share issuable upon exercise.” Legacy warrants are treated differently: any such warrant “will expire without any consideration paid therefor.” Holders of that last instrument are not being cashed out at $77.00; they are being cashed out at nothing.

If the minimum condition is not met on Aug. 26, the agreement does not simply let the offer lapse. Section 1.01 obliges the purchaser to extend, in increments the agreement fixes at “10 business days per extension,” subject to a proviso that caps the obligation — argenx and the purchaser “shall not be required to… extend the Offer pursuant to this proviso on more than three separate occasions.” One 10-business-day extension would carry the offer to roughly the second week of September, allowing for the Sept. 7 Labor Day holiday. Three, the maximum the agreement obliges argenx to make on that ground, would run the clock into early October. The same section sets the initial deadline by formula: the offer “shall initially be scheduled to expire at one minute after 11:59 p.m. Eastern Time on the date that is 15 business days (determined as set forth in Rule 14d-1(g)(3)…) following the Offer Commencement Date.”

That fifteen-business-day figure is the detail worth checking against the rulebook, because the codified text does not obviously allow it. Rule 14e-1(a) under the Exchange Act, as printed in the current Code of Federal Regulations with a source stamp of 73 FR 17814 (April 1, 2008), makes it unlawful for a person making a tender offer to “[h]old such tender offer open for less than twenty business days from the date such tender offer is first published or sent to security holders.” The count in this deal is not in dispute: Rule 14d-1(g)(3), the provision the merger agreement points to, defines a business day as any day other than a Saturday, Sunday or federal holiday and provides that in computing a period under Regulation 14D or 14E “the date of the event which begins the running of such time period shall be included.” Counting Aug. 6 itself as the first, and with no federal holiday in between, the fifteenth business day is Aug. 26 — exactly the date on the advertisement and the release. Fifteen, not twenty.

The bridge is an exemptive order dated April 16, 2026 and posted on the SEC's rules site, which permits a tender offer for a class of equity security to remain open for “a minimum offering period of 10 business days.” The relief is conditional, not general. For a third-party offer under Regulation 14D the order requires, among other things, that the offer be made pursuant to a negotiated merger agreement, be for all outstanding securities of the subject class, consist of “cash at a fixed price,” not be subject to Rule 13e-3, and have no competing offer outstanding at announcement — a competing offer forces an extension to 20 business days. It also requires a press release announcing the offer by 10:00 a.m. Eastern on the commencement date and a Schedule 14D-9 filed by 5:30 p.m. Eastern on the first business day after commencement. argenx's commencement release carries a 7:45 a.m. Eastern timestamp on Aug. 6. On the order's terms, this offer's initial period is five business days longer than the shortened floor and five business days shorter than the number still printed in the rule.

Now the price, which is where a small-cap reader should slow down. On April 8, 2026 — fifteen weeks and change before the merger agreement was signed — Forte sold stock to the public. The prospectus supplement filed that day states the public offering price as “$26.27” for 5,709,936 shares, gross proceeds of “$150,000,018.72” and estimated net proceeds of “approximately $140.3 million,” earmarked “primarily for working capital and other general corporate purposes, which include funding clinical development.” It listed 12,948,308 shares outstanding as of Dec. 31, 2025 and 18,658,244 after the offering. The $77.00 merger consideration is just over 2.9 times the April price — about 193 percent above it. That multiple is arithmetic on two disclosed prices, not a figure either company published.

What happened in between is dated. argenx's July 27 announcement puts the $77.00 price at “approximately 86% to Forte Biosciences' volume-weighted average price (VWAP) since reporting positive Phase 1b data in vitiligo on July 9, 2026.” The merger agreement was signed 17 days after that readout. The same release puts total equity value at “approximately $2.2 billion,” says the deal is “funded entirely from cash on hand,” and guides to closing in “Q3 2026, subject to customary closing conditions” — which leaves a little over five weeks of quarter after the stated expiration date.

The asset itself is a single antibody with several shots on goal. Forte's own annual report for the fiscal year ended Dec. 31, 2025 describes FB102 as “a proprietary anti-CD122 monoclonal antibody therapeutic candidate with potentially broad autoimmune and autoimmune-related indications,” and lays out a three-program plan: a Phase 1b in celiac disease completed with positive data announced in June 2025 and a Phase 2 begun in July 2025 with a topline readout expected in 2026; a Phase 1b in non-segmental vitiligo with topline data expected in the first half of 2026; and a Phase 1b in alopecia areata with topline data expected in 2026. argenx frames the same asset as a “Pipeline in a Product” and its July 27 presentation sizes the patient populations at 2.5 million in celiac disease and 2 million in vitiligo; alopecia areata is listed without a population figure. No peak-sales estimate appears in either the announcement or the presentation.

One piece of arithmetic does not tie neatly, and it is worth naming rather than hand-waving. The 18,658,244 shares the April prospectus shows outstanding after that offering is a pro-forma figure built off the Dec. 31, 2025 count; the annual report separately reports 13,885,668 shares outstanding as of March 27, 2026, roughly 937,000 more than at year-end and before the April deal settled. Add the 4,882,615 shares issuable on pre-funded warrants the prospectus reports as of Dec. 31, 2025 and the share-equivalent count lands somewhere in the mid-23-millions to low-24-millions — on the order of $1.8 billion to $1.9 billion at $77.00, against the approximately $2.2 billion of total equity value argenx states. The bridge is the in-the-money options and restricted stock units the merger agreement cashes out, plus any issuance between April and July. It is a disclosure-timing artifact rather than a mystery, but the smaller figure is the one a reader can build from filings, and the $2.2 billion is argenx's number, not a derived one.

On funding, two disclosed figures sit either side of the deal. Forte reported “approximately $77.0 million of cash and cash equivalents on hand” as of Dec. 31, 2025, and the April supplement put net proceeds from the offering at approximately $140.3 million. The two are four months apart and adding them would ignore the company's first-quarter 2026 spending, which neither document nets out. The narrower point stands on its own: Forte raised $150 million gross in April and agreed to sell itself in July.

The longer arc is what makes this a small-cap story rather than a pharma story. On Aug. 31, 2023, Camac Partners and ATG Capital — holding roughly 8.5 percent of Forte between them — filed a solicitation presentation with the SEC titled “The Case for Boardroom Change at Forte Biosciences.” It put the company's market value at approximately $30 million and its share price at $0.83, both as of Aug. 30, 2023, cited a three-year total shareholder return of about negative 95.6 percent through May 24, 2023, and pressed the board to investigate all pathways to enhance shareholder returns, repeal the poison pill, separate the chairman and chief executive roles and add independent directors. Paul A. Wagner is still Forte's chief executive, quoted as such in argenx's July 27 release, and the company he runs is the one being bought for about $2.2 billion — something on the order of seventy times that 2023 market value.

The per-share comparison needs a correction that the market-value comparison does not. Forte's Form 10-Q for the first quarter of 2025 states: “On August 27, 2024, the Company effected a 1-for-25 reverse stock split of its issued and outstanding common stock.” The $0.83 in the activists' 2023 deck is a pre-split price; adjusted for the split it corresponds to about $20.75, which makes $77.00 roughly 3.7 times it rather than ninety-something times. The April 2026 offering at $26.27 came after the split and needs no such adjustment. Market capitalization is indifferent to splits, so the $30 million to $2.2 billion comparison stands as filed. Anyone reading old Forte charts without that Aug. 27, 2024 adjustment will get every price comparison wrong by a factor of 25.

The documents that usually matter most to a target's own shareholders — the board's account of how the price got to $77.00, the fairness opinion behind it, and the change-of-control payment table — belong to the Schedule 14D-9, which the abbreviated-timetable conditions require to be filed by 5:30 p.m. Eastern on the first business day after commencement. Between now and Wednesday the 26th, the checkable items are narrow and specific: whether the HSR waiting period expires or is terminated, whether any amendment to the Schedule TO moves the expiration, and, at the deadline, how many shares came in against a threshold defined as one share more than half.