Filed Pursuant to Rule 424(b)(5)
Registration No. 333-256611
PROSPECTUS SUPPLEMENT
(To Prospectus dated June
7, 2021)
FORTE BIOSCIENCES, INC.
$2,700,000 Common Stock
We have entered
into an At Market Issuance Sales Agreement, or the sales agreement, with Ladenburg Thalmann & Co. Inc., or Ladenburg, relating to shares of our common stock, $0.001 par value per share, offered by this prospectus supplement and the
accompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $25,000,000 from time to time through Ladenburg acting as sales agent, subject
to certain limitations as described below under General Instruction I.B.6 of Form S-3. As of August 12, 2022, we have sold approximately $7,000,000 through Ladenburg acting as sales agent.
Our common stock is listed on the Nasdaq Capital Market under the symbol FBRX. The last reported sale price of our common stock on
August 11, 2022 was $1.29 per share.
Upon our delivery of a placement notice and subject to the terms and conditions of the sales
agreement, Ladenburg may sell shares of our common stock by methods deemed to be an at the market offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. Ladenburg is not
required to sell any specific number or dollar amounts of securities but will act as sales agent using its commercially reasonable efforts on our behalf, consistent with its normal trading and sales practices, on mutually agreed terms between
Ladenburg and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Ladenburg will be entitled
to compensation at a fixed commission rate of 3.0% of the gross proceeds of each sale of shares of our common stock. See Plan of Distribution on page S-10 for a description of
compensation payable to Ladenburg. In connection with the sale of our shares of common stock on our behalf, Ladenburg may be deemed to be an underwriter within the meaning of the Securities Act and the compensation of Ladenburg may be
deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Ladenburg with respect to certain liabilities, including liabilities under the Securities Act.
As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by
non-affiliates was approximately $29.14 million based on 20,340,265 shares of outstanding common stock, of which 19,048,722 were held by non-affiliates, and a per
share price of $1.53 based on the closing sale price of our common stock on July 11, 2022. As a result, pursuant to General Instruction I.B.6 of Form S-3 we are currently eligible to offer and sell up to
an aggregate of approximately $9.7 million of our securities during the twelve month period prior to the date of this prospectus supplement, of which approximately $7.0 million has been previously sold under the sales agreement and up to
an additional $2.7 million may be sold under the sales agreement at this time. In no event will the aggregate market value of securities sold by us or on our behalf under this prospectus supplement pursuant to General Instruction I.B.6 of Form S-3 during the twelve-month period immediately prior to, and including, the date of any such sale, exceed one-third of the aggregate market value of our common stock held by non-affiliates (as determined by General Instruction I.B.6 of Form S-3) in any twelve-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75 million.
We are an emerging growth company as that term is used in
the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements.
Investing in
our common stock involves a high degree of risk. Before making an investment decision, please read the information under the heading Risk Factors beginning on page S-7
of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus.
Neither the Securities and Exchange Commission, or SEC, nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Ladenburg
Thalmann
The date of this prospectus supplement is August 12, 2022