The information in this prospectus is not complete and may be changed. The selling
stockholders named in this prospectus ties or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it
is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.
Subject to Completion, dated August 29, 2023
PROSPECTUS
Forte Biosciences, Inc.
24,856,250 Shares of Common Stock
This prospectus
relates to the offer and resale from time to time of up to 24,856,250 shares (the Shares) of common stock, par value $0.001 per share, of Forte Biosciences, Inc., a Delaware corporation (the Company), by the
selling stockholders identified in this prospectus, including their transferees, pledgees or donees or their respective successors (the selling stockholders), which consist of 15,166,957 outstanding shares of our common stock held
by the selling stockholders and 9,689,293 shares of our common stock issuable upon the exercise of outstanding pre-funded warrants to purchase shares of our common stock. The Shares were issued and sold to the
selling stockholders in a private placement (the Private Placement) pursuant to a securities purchase agreement among us and such selling stockholders dated July 28, 2023 (the Purchase Agreement).
Concurrently with the Purchase Agreement, we entered into a registration rights agreement (the Registration Rights Agreement) with the selling stockholders, and we are registering the Shares being offered hereunder pursuant to
such registration rights agreement on behalf of the selling stockholders, to be offered and sold by them from time to time. We will not receive any proceeds from the sale of the Shares offered by this prospectus.
We have agreed, pursuant to the registration rights agreement, to bear all of the expenses incurred in connection with the registration of the
Shares. The selling stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Shares.
The selling stockholders identified in this prospectus may offer the Shares pursuant to this prospectus from time to time through public or
private transactions at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholders may sell shares to or through underwriters,
broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders, the purchasers of the shares, or both. For additional information on the methods of sale that may be used by
the selling stockholders, see the section entitled Plan of Distribution on page 12. For a list of the selling stockholders, see the section entitled Selling Stockholders on page 7.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read this
prospectus and any amendments or supplements accompanying this prospectus, together with any documents incorporated by reference herein or therein, before you make your investment decision.
The selling stockholders may sell any, all or none of the securities offered by this prospectus and we do not know when or in what amount the
selling stockholders may sell their common shares hereunder following the effective date of the registration statement of which this prospectus forms a part.
We are a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange
Act of 1934, as amended (the Exchange Act). As such, we have elected to rely on certain reduced public company disclosure requirements. See Implications of Being a Smaller Reporting Company.
Our common stock is listed on The Nasdaq Capital Market under the symbol FBRX. On August 28, 2023, the last reported sale price
of our common stock was $0.8290 per share.
Investing in
our securities involves a high degree of risk. See Risk Factors on page 4 of this prospectus and in the documents incorporated by reference in this prospectus, as updated in the applicable prospectus supplement,
and other future filings we make with the Securities and Exchange Commission that are incorporated by reference into this prospectus, for a discussion of the factors you should consider carefully before deciding to purchase our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus is , 2023