On August 27, 2024, Forte Biosciences, Inc. (the “Company”) filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the issued common stock of the Company (“Common Stock”) at a ratio of 1-for-25 (the “Reverse Stock Split”), effective as of 8:00 a.m., Eastern Time, on August 28, 2024 (the “Effective Time”). The Company’s common stock began trading on a reverse-split-adjusted basis on the Nasdaq Capital Market (“Nasdaq”) as of the open of trading on August 28, 2024 under the existing ticker symbol “FBRX”. The Common Stock is now represented by a new CUSIP number, 34962G 208.
As of the Effective Time, each 25 shares of Common Stock outstanding immediately prior to the Effective Time was combined and reclassified, automatically and without any action on the part of the Company or its stockholders, into one new share of Common Stock. No fractional shares of Common Stock were issued as a result of the Reverse Stock Split. In lieu of any fractional shares to which a stockholder would otherwise be entitled (after taking into account all fractional shares of Common Stock otherwise issuable to such holder), the Company will, upon surrender of such holder’s certificate(s) representing such fractional shares of Common Stock (if any), pay cash in an amount equal to such fractional shares of Common Stock multiplied by the closing sales price of a share of Common Stock (as adjusted to give effect to the Reverse Stock Split) as reported on Nasdaq on August 27, 2024, the date the Charter Amendment was filed with the Secretary of State of Delaware.