UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
As previously reported, on March 31, 2022, the Company entered into an At Market Issuance Sales Agreement (the “Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”). Under the Agreement, the Company may offer and sell its common stock, par value $0.001 per share, from time to time having an aggregate offering price of up to $25,000,000 (the “Shares”) during the term of the Agreement through Ladenburg. The Company previously filed a prospectus supplement relating to the offer and sale of the Shares pursuant to the Agreement covering sales of up to $7,000,000 of Shares.
On August 12, 2022, the Company filed a new prospectus supplement (the “Prospectus Supplement”) relating to the offer and sale of the Shares pursuant to the Agreement covering sales of up to an additional $2,700,000 of Shares. The Shares will be issued pursuant to the Company’s previously filed and effective Registration Statement on Form S-3 (File No. 333-256611), which was initially filed with the Securities and Exchange Commission on May 28, 2021, and declared effective on June 7, 2021. The Company intends to use the net proceeds from the offering, if any, for general corporate purposes, including funding existing and potential new clinical programs.
The opinion of the Company’s counsel regarding the validity of the Shares that may be issued pursuant to the Prospectus Supplement is filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy Shares, nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 5.1 | Opinion Of Wilson Sonsini Goodrich & Rosati, PC. | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in inline XBRL | |
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: August 12, 2022 | By: | /s/ Antony Riley | ||||
| Antony Riley | ||||||
| Chief Financial Officer | ||||||