SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Forte Biosciences, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

34962G109

(CUSIP Number)

Jacob Ma-Weaver

Cable Car Capital LLC

2261 Market Street #4307

San Francisco, California 94114

(415) 857-1965

Andrew Freedman, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 24, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 34962G109

	1	NAME OF REPORTING PERSON
			Funicular Funds, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					1,632,026
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					1,632,026
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			1,632,026
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			8.0%
	14	TYPE OF REPORTING PERSON
			PN

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CUSIP No. 34962G109

	1	NAME OF REPORTING PERSON
			Jacob Ma-Weaver
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					1,632,026
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					1,632,026
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			1,632,026
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			8.0%
	14	TYPE OF REPORTING PERSON
			IN

3

CUSIP No. 34962G109

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Considerations

Item 3 is hereby amended and restated to read as follows:

The Shares to which this Schedule 13D relates were acquired for an aggregate purchase price of $2,081,875.47 inclusive of brokerage commissions. Funds for the purchase were obtained from the available working capital of the Fund. Although the Fund has the ability to obtain margin loans in the ordinary course of its business, no part of the purchase price was obtained on margin or through any other borrowings.

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following:

On August 24, 2022, the Fund sent a letter to the Issuer’s Board of Directors (the “Board”). In the letter, the Fund expressed its concern with the Board’s failure to address the legitimate concerns previously raised by stockholders and its decision to embark on a value-destructive, scorched-earth path with a dilutive and unnecessary capital raise, without so much as an explanation for its actions.

In the letter, the Fund urges the Board to immediately establish a special committee comprised solely of independent directors to: (i) thoroughly investigate recent actions taken in response to stockholder feedback, (ii) rectify the recent dilutive capital raise by formulating a plan to return capital to stockholders, (iii) consider and recommend a separation of the Chairman and CEO roles at the Issuer, and (iv) exercise the Board’s authority under the Issuer’s Bylaws to call a special meeting of stockholders to allow the owners of the Issuer to determine its future direction.

The Fund remains willing to engage directly and constructively with the Board to ensure stockholders’ interests are paramount in the boardroom and the Issuer takes the required steps to preserve value for all stockholders.

Item 5. Interest in Securities of the Issuer

Items 5(a) – (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Common Stock reported owned by the Reporting Persons is based on 20,340,265 shares outstanding as of August 12, 2022, which is the total number of shares outstanding as reported on the cover page of the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022. As of the close of business on August 24, 2022, the Fund beneficially owned 1,632,026 Shares. Cable Car, as the General Partner of the Fund, may be deemed the beneficial owner of the 1,632,026 Shares owned by the Fund. Mr. Ma-Weaver, as the Managing Member of Cable Car, may be deemed the beneficial owner of the 1,632,026 Shares owned by the Fund.

(b)       The Fund has sole voting and dispositive power over the shares reported herein.

(c)       The transactions in the Shares by the Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference. None of the Fund, Cable Car or Mr. Ma-Weaver have entered into any transactions in the Shares since the filing of the Schedule 13D. Each Reporting Person and Cable Car disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

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CUSIP No. 34962G109

(d)       No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)       Not applicable.

Item 7. Material to Be Filed as Exhibits

Exhibit 99.1: Letter to the Board of Directors

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CUSIP No. 34962G109

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 24, 2022

Funicular Funds, LP
By:	/s/ Jacob Ma-Weaver
	Name:	Jacob Ma-Weaver
	Title:	Managing Member of the General Partner
/s/ Jacob Ma-Weaver
Jacob Ma-Weaver

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CUSIP No. 34962G109

SCHEDULE A

TRANSACTIONS IN SECURITIES OF THE ISSUER
SINCE THE FILING OF AMENDMENT NO. 1 TO THE SCHEDULE 13D

Nature of the Transaction	Securities Purchased/(Sold)	Price ($)	Date of Purchase / Sale
Purchase of Common Stock	79,071	1.2750	08/15/2022
Purchase of Common Stock	81,763	1.2498	08/16/2022
Purchase of Common Stock	9,828	1.2899	08/17/2022

EX-99.1

Exhibit 99.1

Funicular Funds, LP

2261 Market Street #4307

San Francisco, California 94114

Forte Biosciences, Inc.

3060 Pegasus Park Drive, Building 6

Dallas, Texas 75247

August 24, 2022

Dear Members of the Board of Directors:

As the Company’s largest stockholder, with beneficial ownership of approximately of 9.9% of the shares of common stock outstanding of Forte Biosciences, Inc. (“Forte” or the “Company”) prior to the Company’s ill-advised at-the-market (“ATM”) offering, we are writing to express our deep dismay regarding the dilutive and unnecessary capital raise. The Board of Directors (the “Board”) is obligated to serve the interests of stockholders, yet in response to recent outreach, you have acted in complete contravention of that duty. Rather than constructively address the legitimate and serious concerns raised by stockholders, you have instead embarked on a value-destructive, scorched-earth path without so much as an explanation.

The status quo is untenable. We urge the Board to immediately establish a special committee comprised solely of independent directors to: (i) thoroughly investigate recent actions taken in response to stockholder feedback, (ii) rectify the recent dilutive capital raise by formulating a plan to return capital to stockholders, (iii) consider and recommend a separation of the Chairman and CEO roles at Forte, and (iv) exercise the Board’s authority under the Company’s Bylaws to call a Special Meeting of Stockholders in order to allow the owners of the Company to determine its future direction.

While we patiently awaited response from the Board to our proposal that the Company return capital, management plotted the exact opposite course of action, issuing new shares for cash consideration far below their value. While significant damage has already been done, we urge the Board to refrain from using the proceeds for any material transaction and thereby doubling down on efforts to disenfranchise holders.

Records will show that Chairman and CEO Paul A. Wagner personally directed the Company’s broker, Ladenburg Thalmann, to engage in open market sales of newly issued shares at prevailing market prices dramatically below any reasonable estimate of their intrinsic value. The ATM sales, which are continuing, substantially diluted stockholders, resulting in a 37.8% increase in share count and a $0.37 reduction in proforma book value per share from approximately $2.59 to $2.22 based on the Company’s most recent 10-Q filing. Dr. Wagner’s petty response to reasoned stockholder feedback represents an appalling lack of business judgment, which resulted in potentially actionable harms to existing stoc kholders. Moreover, even as the Company has continued to issue new shares through the ATM, Dr. Wagner has attempted to play favorites with public stockholders, flatly refusing a reverse inquiry in which we attempted to offset the economic effect of the undesired dilution by acquiring additional shares at prevailing market prices.

The Board’s decisions to adopt a poison pill and tap the ATM represent an unconscionable dereliction of duty. We reserve all rights to take any actions required to ensure that stockholders interests are paramount in the boardroom. It is not too late for the Board to do the right thing and take the necessary steps to preserve value for all stoc kholders.

Sincerely,

/s/ Jacob Ma-Weaver

Jacob Ma-Weaver

Managing Member, Cable Car Capital LLC

General Partner of Funicular Funds, LP