Sec Form 13D Filing - Funicular Funds LP filing for Forte Biosciences Inc. (FBRX) - 2023-07-06

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. 4)¹

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Jacob Ma-Weaver

Cable Car Capital LLC

2261 Market Street #4307

San Francisco, California 94114

 

Christopher P. Davis, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

500 Fifth Avenue

New York, New York 10110

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

(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

 

CUSIP No. 34962G109

 

CUSIP No. 34962G109

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On July 6, 2023, the Fund sent a letter to the Issuer containing a stockholder proposal under Rule 14a-8, for presentation to the Issuer’s stockholders at the Issuer’s 2023 annual meeting of stockholders, to terminate the Issuer’s Preferred Stock Rights Agreement, dated July 12, 2022, as amended on June 26, 2023.

The foregoing summary of the Proposal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal Letter, a copy of which is attached as Exhibit A.

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 21,051,195 shares outstanding as of May 11, 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 May 15, 2023. As of the close of business on July 5, 2023, 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.

Exhibit A:                          Proposal Letter

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: July 6, 2023

CUSIP No. 34962G109

 EXHIBIT A

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.