Amendment: SEC Form SC 13G/A filed by Forte Biosciences Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Forte Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

34962G208

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required in 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. 34962G208

CUSIP No. 34962G208

CUSIP No. 34962G208

Forte Biosciences, Inc. (the “Issuer”)

3060 Pegasus Park Dr., Building 6

Dallas, Texas 75247

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

Perceptive Advisors LLC (“Perceptive Advisors”)

Joseph Edelman (“Mr. Edelman”)

Perceptive Life Sciences Master Fund, Ltd. (the “Master Fund”)

The address of the principal business office of each of the Reporting Persons is:

51 Astor Place, 10th Floor

New York, NY 10003

Perceptive Advisors is a Delaware limited liability company

Mr. Edelman is a United States citizen

The Master Fund is a Cayman Islands corporation

Common Stock, $0.001 par value per share (the “Common Stock”)

34962G208

Not applicable.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on an aggregate of 1,460,157 shares of Common Stock outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2024 and after giving effect to the Issuer’s 1-for-25 reverse stock split effected on August 27, 2024 as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on August 30, 2024 (the “Reverse Stock Split”), and assume the exercise of pre-funded warrants held by the Reporting Persons for 55,691 shares of Common Stock,

Neither Perceptive Advisors nor Mr. Edelman directly hold any shares of Common Stock or any Pre-Funded Warrants (as defined below). After giving effect to the Reverse Stock Split, the Master Fund directly holds 95,742 shares of Common Stock and 68,192 pre-funded warrants (the “Pre-Funded Warrants”) immediately exercisable for shares of Common Stock at an exercise price of $0.001 per share, subject to the Beneficial Ownership Limitation (as defined below). The terms of the Pre-Funded Warrants provide that the Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) if the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock then issued and outstanding (the “Beneficial Ownership Limitation”). As of the date hereof, the Beneficial Ownership Limitation permits the Reporting Persons to exercise 55,691 of the Pre-Funded Warrants. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 14, 2024