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. 5)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
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500 Fifth Avenue
New York, New York 10110
(212) 880-9865
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 6, 2023
(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 | 2,031,987 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 0 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
2,031,987 |
|||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
0 |
|||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,031,987 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 5.59% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
2
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 | 2,031,987 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 0 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 2,031,987 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 0 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,031,987 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 5.59% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
3
CUSIP No. 34962G109
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following for the purpose of mooting certain claims by the Issuer:
On October 28, 2023, the Issuer filed a vexatious legal action against two of the Reporting Persons, Jacob Ma-Weaver and Funicular Funds, LP, and numerous other defendants in the U.S. District Court for the Northern District of Texas (the “Complaint”). The Funicular Fund, LP, which is a feeder fund of Funicular Funds, LP that as previously reported no longer holds any position in the Issuer, and “Cable Care Capital LLC” were also named in the Complaint. The Complaint alleges, without evidence, that the Reporting Persons and other defendants were allegedly part of an undisclosed group. The Complaint asserts purported violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, violations of Section 13(d) of the Exchange Act, and tortious interference. The foregoing description is qualified in its entirety by reference to the Complaint, which is attached as Exhibit B hereto and incorporated by reference herein. On November 20, 2023, the parties agreed to a stipulation pursuant to which the defendants will respond to the Complaint on or before January 16, 2024.
The Reporting Persons believe the Complaint is frivolous and the allegations set forth in the Complaint are utterly baseless and without merit. Nothing in this filing shall be deemed an admission of the existence or materiality of any purported misstatement or omission, as alleged in the Complaint. The Reporting Persons deny all allegations in the Complaint, including, without limitation, their membership in the purported group and that any additional or corrective disclosures were or are required. The Reporting Persons intend to defend themselves vigorously and will pursue all available rights and remedies.
As previously disclosed, on July 6, 2023, the Reporting Persons submitted a precatory shareholder proposal pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 to recommend the removal of the Issuer’s poison pill. The proposal received 11,096,793 votes in favor, which would have represented a majority of the outstanding shares, but for the Issuer’s dilutive July 28, 2023 private placement to members of the Issuer’s management and their favored parties.
The Reporting Persons observe that other defendants named in the Complaint are currently engaged in litigation with the Issuer in Delaware regarding the propriety of the placement. The Complaint appears to be a misguided response to that litigation, to which the Reporting Persons are not parties, except as absent members of a purported class of shareholders.
It is unfortunate that the Issuer chose not to engage with the Reporting Persons prior to filing the Complaint. The Reporting Persons believe the Issuer is wasting its resources and those of the Reporting Persons over a difference of opinion – which happens to be shared by many other stockholders – and which the Reporting Persons have communicated politely and professionally, and at all times appropriately.
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Common Stock reported owned by the Reporting Persons is based on 36,335,105 shares outstanding as of November 10, 2023, 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 November 13, 2023. As of the close of business on January 8, 2024, the Fund beneficially owned 2,031,987 Shares. Cable Car, as the General Partner of the Fund, may be deemed the beneficial owner of the 2,031,987 Shares owned by the Fund. Mr. Ma-Weaver, as the Managing Member of Cable Car, may be deemed the beneficial owner of the 2,031,987 Shares owned by the Fund.
4
CUSIP No. 34962G109
Item 7. Material to be Filed as Exhibits
| Exhibit A: | Proposal Letter |
| Exhibit B: | Complaint filed in the United States District Court for the Northern District of Texas, Dallas Division |
5
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: January 8, 2024
| 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 | |||
6
CUSIP No. 34962G109
PROPOSAL LETTER
RESOLVED, that the stockholders of Forte Biosciences, Inc., a Delaware corporation (the “Company”) request that the Board of Directors (the “Board”) of the Company take all steps necessary to terminate without delay the Preferred Stock Rights Agreement, dated as of July 12, 2022, as amended on June 26, 2023 (the “Rights Agreement”).
SUPPORTING STATEMENT
When the Board adopted the Rights Agreement on July 12, 2022, in the absence of any colorable threat to the Company and without any opportunity for shareholders to vote, the Company already had substantial anti-takeover protections in place. Other than to demonstrate the Board’s contempt for the Company’s stockholders, the imperative for the adoption of the Rights Agreement was at best unclear, and the Board has failed to engage with stockholders on the necessity of the Rights Agreement and the future of the Company. The Board’s unilateral extension of the Rights Agreement for another year, without any intention of allowing a stockholder vote, is poor governance and a troubling sign of management entrenchment that is manifestly not in the best interests of all stockholders.
According to the Company’s latest 10-Q, at the end of Q1 2023, the Company had remaining net current assets of $32.5 million, about $11 million more than its market capitalization at the time of the submission of this Proposal. At the current burn rate, it is likely that the current market capitalization will exceed the company’s remaining resources by year-end. We have previously advocated for an immediate return of capital, and that need is now urgent. Stockholders have a right to weigh in on whether they prefer to stay the course or receive some value from their investment. Instead, the Board has attempted to insulate itself from legitimate stockholder engagement with a poison pill that prevents bidders from presenting their alternatives directly to the stockholders.
It is widely acknowledged that long term poison pills inhibit the stockholder franchise. Corporate governance best practices recommend the submission of any poison pill with a duration of longer than one year to a stockholder vote. In contrast, this Board has spurned good governance, and it seeks to avoid accountability for its entrenching Rights Agreement. We urge all stockholders to vote “for” this proposal to have the Board redeem the pill, permitting you—the true owners of the Company—to have a voice and a vote on this important issue.
WE URGE YOU TO VOTE FOR THIS PROPOSAL TODAY.
