Camac Fund, ATG Capital Management and McIntyre Capital (together 7.6%) entered into a settlement agreement with Forte Biosciences (FBRX)
Key Summary: Various investment firms, including BML Investment Partners, Camac Fund, ATG Fund, McIntyre Capital, and Funicular Funds, expressed concerns, advocated for change, and recommended actions in relation to a company's management and governance. Camac Fund, ATG Fund, and McIntyre Capital (collectively 7.6%) settled with the company and its Board on June 11, 2024. This agreement resulted in the formation of a strategic alternatives committee, an expansion of the Board to nine seats with Camac-appointed directors.Market Cap: $20 million | Forte Biosciences, Inc. operates as a clinical-stage biopharmaceutical company in the United States.
Camac Fund, ATG Fund and McIntyre Capital
On August 4, 2022, ATG Fund (9.9%) stated that it has previously expressed dissatisfaction with the strategic direction of the company in connection with the company’s introduction of its “poison pill.” It is the current intention of ATG Fund to engage in discussions with the management, board, other representatives regarding potential alternatives and recommendations that ATG Fund believes would present the opportunity for more immediate and certain value creation for the stockholders. Such alternatives and recommendations may include, without limitation, liquidation of the company’s assets and return of capital to the stockholders. Source
On August 17, 2022, Camac Partners (7.1%) expressed concerns regarding the Company’s sizable trading price discount relative to its cash on hand and the Board's decision to conduct a highly dilutive equity capital raise following the emergence of four separate Schedule 13D filers. Source
On February 17, 2023, Camac Fund delivered a letter to the company nominating Michael G. Hacke and Chris McIntyre for election to the board at the 2023 AGM.
On May 25, 2023, Camac Fund filed proxy materials seeking support for its nominees.
On July 3, 2023, Camac Fund resubmitted its nomination of the Nominees for election to the Board at the annual meeting following the company’s disclosure that the annual meeting will be held on September 19, 2023. Source
On August 31, 2023, Camac Fund, LP, ATG Capital Management, LLC, and McIntyre Capital (collectively referred to as 'the Concerned FBRX Stockholders') formed a group and issued an Investor Presentation titled 'The Case for Boardroom Change at Forte Biosciences".
On September 6, 2023, the Concerned FBRX Stockholders addresses various misrepresentations by the company, highlighting that they are not advocating for liquidation but rather accountability and improved governance. They criticize Forte's recent private placement, which they view as dilutive and done to entrench current leadership. They also question Forte's comparisons with other biotech transactions and point out that their concerns extend beyond management's performance to its misalignment with stockholders. The group urges stockholders to vote "FOR" their independent nominees at AGM on September 19, 2023. Source
On September 14, 2023, ISS and Glass Lewis recommended stockholders support boardroom change at the company’s upcoming AGM. Source
On September 26, 2023, the company announced the voting results from the September 19, 2023, election, where shareholders re-elected the incumbent director nominees to the board. Source
On June 11, 2024, Camac Fund, ATG Capital Management and McIntyre Capital (together 7.6%) entered into a settlement agreement with the company and its Board, leading to the formation of a strategic alternatives committee by the company. The Board was expanded to nine seats, involving the resignation of one director and the appointment of two Camac-selected directors from a list of five candidates.
BML Investment Partners
On May 24, 2022, Braden Leonard, BML Investment Partners (8.9%), sent an email to the company's Chairman & CEO, Paul Wagner, indicating that BML believes that the company should liquidate and return cash to shareholders. Source
On July 6, 2022, Braden Leonard, BML Investment Partners (9.1%), sent a follow up email to the company's Chairman & CEO, Paul Wagner, indicating that BML believes that the company should liquidate and/or return cash to shareholders. Source
On August 15, 2022, Braden Leonard, BML Investment Partners (7.2%) sent a follow up email to the Chairman & CEO, Paul Wagner, indicating that BML believes that the company is destroying shareholder value by issuing shares at the current price. Also, he reiterated that shareholders would be far better off if the Board had decided to liquidate. Source
On September 15, 2023, BML Investment Partners announced its plans to vote its shares in favor of proposals put forth by Camac Partners and ATG Capital Management.
On September 26, 2023, the company announced the voting results from the September 19, 2023, election, where shareholders re-elected the incumbent director nominees to the board. Source
On January 11, 2024, BML Investment Partners disclosed that on October 28, 2023, the company filed a lawsuit against them, alleging they were part of an undisclosed group, violating SEC regulations. On November 20, 2023, a stipulation was agreed upon for defendants to respond by January 16, 2024. BML Investment Partners stated that they considered the lawsuit baseless and intended to vigorously defend themselves. They denied all allegations, including group membership and the need for additional disclosures. Source
Funicular Funds
On July 6, 2022, Funicular Funds disclosed a 7.5% active stake in the company and stated its belief that the Board could made an immediate value creation through a substantial buyback program, tender offer at a premium, or special dividend. Funicular Funds requested that the Board evaluate, in conjunction with the company’s continued development program, a tender offer or other extraordinary transaction to return $20 million (or such other amount deemed appropriate under the circumstances) and promptly report back to holders.
On July 19, 2022, Funicular Funds (9.9%) expressed its concerns regarding the company's adoption of poison pill. Source
On August 24, 2022, Funicular Funds sent a letter to the Board expressing 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 company, and (iv) exercise the Board’s authority under the company’s Bylaws to call a special meeting of stockholders to allow the owners of the company to determine its future direction.