Forte Biosciences Inc美股招股说明书(2026-04-08版)

We are offeringshares of our common stock, par value $0.001 per share, pursuant to this prospectus supplementand accompanying prospectus in this offering. The public offering price for each share of common stock is $. Our common stock is listed on the Nasdaq Capital Market(“Nasdaq”) under the symbol “FBRX.” On April7, 2026, thelast reported sale price of our shares of common stock on Nasdaq was $26.17 per share. We are a “smaller reporting company” under applicable Securities and Exchange Commission (“SEC”) rules and, as such,have elected to comply with certain reduced public company disclosure requirements in this prospectus supplement and futurefilings. See the section entitled “Prospectus Supplement Summary— Implications of Being a Smaller Reporting Company.” Investing in our securities involves significant risks. Please read the information contained underthe heading “Risk Factors” beginning on page S-8 of this prospectus supplement, and under similarheadings in our filings with the SEC that are incorporated by reference into this prospectussupplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. PerShareTotalPublic offering price$$Underwriting discounts and commissions(1)$$Proceeds, before expenses, to us$$ (1)See “Underwriting” beginning on page S-22 of this prospectus supplement for additional information regarding thecompensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchaseup to an additionalshares of our common stock from us at the public offering price, less underwriting discounts andcommissions. The underwriters expect to deliver the shares of common stock to purchasers on or about April, 2026. Book-Running Manager This preliminary prospectus supplement and accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, as amended, but theinformation in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectusare not an offer to sell the securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.Prospectus supplement dated April, 2026 Table of Contents TABLE OF CONTENTS Preliminary Prospectus Supplement About This Prospectus SupplementProspectus Supplement SummaryThe OfferingRisk FactorsCautionary Note Regarding Forward-Looking StatementsUse of ProceedsDividend PolicyDilutionMaterial U.S. Federal Income Tax ConsiderationsUnderwritingLegal MattersExpertsWhere You Can Find More InformationInformation Incorporated by Reference Prospectus About This ProspectusProspectus SummaryRisk FactorsForward-Looking StatementsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of Depositary SharesDescription of WarrantsDescription of Subscription RightsDescription of Purchase ContractsDescription of UnitsPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation by Reference Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to the offering of our common stock. Before buying any of the common stockthat we are offering, we urge you to carefully read this prospectus supplement, the accompanying prospectus, any free writing prospectus that we haveauthorized for use in connection with this offering, and the information incorporated by reference as described under the headings “Where You Can FindMore Information” and “Information Incorporated by Reference” in this prospectus supplement. These documents contain important information thatyou should consider when making your investment decision. This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement on Form S-3 (File No.333-286226) thatbecame effective on April3, 2025. This document is comprised of two parts. The first part is this prospectus supplement, which describes the specificterms of this offering and also adds to, and updates information contained in, the accompanying prospectus and the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, including the documentsincorporated by reference into the accompanying prospectus, provides more general information, some of which may not apply to this offering.Generally, when we refer to this prospectus, we are referring to the combined document consisting of this prospectus supplement and the accompanyingprospectus. In this prospectus supplement, as permitted by l