0001493152-23-005692.txt : 20230221 0001493152-23-005692.hdr.sgml : 20230221 20230221171522 ACCESSION NUMBER: 0001493152-23-005692 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20230221 DATE AS OF CHANGE: 20230221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Forte Biosciences, Inc. CENTRAL INDEX KEY: 0001419041 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 261243872 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89959 FILM NUMBER: 23649406 BUSINESS ADDRESS: STREET 1: 3060 PEGASUS PARK DRIVE STREET 2: BUILDING 6 CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: (310) 618-6994 MAIL ADDRESS: STREET 1: 3060 PEGASUS PARK DRIVE STREET 2: BUILDING 6 CITY: DALLAS STATE: TX ZIP: 75247 FORMER COMPANY: FORMER CONFORMED NAME: Tocagen Inc DATE OF NAME CHANGE: 20071120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Camac Fund, LP CENTRAL INDEX KEY: 0001516478 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CAMAC CAPITAL, LLC STREET 2: 350 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 914-629-8496 MAIL ADDRESS: STREET 1: CAMAC CAPITAL, LLC STREET 2: 350 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 formsc-13da.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 4)

 

Under the Securities Exchange Act of 1934

 

Forte Biosciences Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

34962G109

(CUSIP Number)

 

Eric Shahinian

Camac Partners, LLC

350 Park Avenue, 13th Floor

New York, New York 10022

(914) 629-8496

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

February 17, 2023

(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 Rule 13d-7 for other parties to whom copies are to be sent.

 

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).

 

 

 

 

 

 

1   NAMES OF REPORTING PERSONS
   

 

Camac Partners, LLC

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   

 

(a)

    (b)
3   SEC USE ONLY
   

 

 

4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   

 

AF

5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   

 

6   CITIZENSHIP OR PLACE OF ORGANIZATION
   

 

United States

  7   SOLE VOTING POWER

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   

 

0

8   SHARED VOTING POWER
   

 

1,812,712

9   SOLE DISPOSITIVE POWER
   

 

0

10   SHARED DISPOSITIVE POWER
     

 

1,812,712

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   

 

1,812,712

12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   

 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   

 

8.6%

14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   

 

OO

 

 

 

 

1   NAMES OF REPORTING PERSONS
   

 

Camac Capital, LLC

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   

 

(a) ☒

    (b) ☐
3   SEC USE ONLY
   

 

 

4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   

 

AF

5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   

 

6   CITIZENSHIP OR PLACE OF ORGANIZATION
   

 

United States

  7   SOLE VOTING POWER

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   

 

0

8   SHARED VOTING POWER
   

 

1,812,712

9   SOLE DISPOSITIVE POWER
   

 

0

10   SHARED DISPOSITIVE POWER
     

 

1,812,712

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   

 

1,812,712

12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   

 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   

 

8.6%

14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   

 

OO

 

 

 

 

1   NAMES OF REPORTING PERSONS
   

 

Camac Fund, LP

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   

 

(a) ☒

    (b) ☐
3   SEC USE ONLY
   

 

 

4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   

 

WC

5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   

 

6   CITIZENSHIP OR PLACE OF ORGANIZATION
   

 

United States

  7   SOLE VOTING POWER

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   

 

0

8   SHARED VOTING POWER
   

 

1,812,712

9   SOLE DISPOSITIVE POWER
   

 

0

10   SHARED DISPOSITIVE POWER
     

 

1,812,712

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   

 

1,812,712

12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   

 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   

 

8.6%

14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   

 

PN

 

 

 

 

1   NAMES OF REPORTING PERSONS
   

 

Eric Shahinian

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   

 

(a) ☒

    (b) ☐
3   SEC USE ONLY
   

 

 

4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   

 

AF

5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   

 

6   CITIZENSHIP OR PLACE OF ORGANIZATION
   

 

United States

  7   SOLE VOTING POWER

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   

 

0

8   SHARED VOTING POWER
   

 

1,812,712

9   SOLE DISPOSITIVE POWER
   

 

0

10   SHARED DISPOSITIVE POWER
     

 

1,812,712

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   

 

1,812,712

12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   

 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   

 

8.6%

14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   

 

IN

 

 

 

 

1   NAMES OF REPORTING PERSONS
   

 

Michael G. Hacke

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   

 

(a) ☒

    (b) ☐
3   SEC USE ONLY
   

 

 

4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   

 

 

5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   

 

6   CITIZENSHIP OR PLACE OF ORGANIZATION
   

 

United States

  7   SOLE VOTING POWER

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   

 

0

8   SHARED VOTING POWER
   

 

0

9   SOLE DISPOSITIVE POWER
   

 

0

10   SHARED DISPOSITIVE POWER
     

 

0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   

 

0

12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   

 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   

 

0%

14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   

 

IN

 

 
 

 

1   NAMES OF REPORTING PERSONS
   

 

Chris McIntyre

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   

 

(a) ☒

    (b) ☐
3   SEC USE ONLY
   

 

 

4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   

 

 

5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   

 

6   CITIZENSHIP OR PLACE OF ORGANIZATION
   

 

United States

  7   SOLE VOTING POWER

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   

 

0

8   SHARED VOTING POWER
   

 

0

9   SOLE DISPOSITIVE POWER
   

 

0

10   SHARED DISPOSITIVE POWER
     

 

0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   

 

0

12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   

 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   

 

0%

14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   

 

IN

 

 
 

 

This Amendment No.4 (this “Amendment”) amends and supplements the Schedule 13D filed on August 1, 2022, as amended on August 8, 2022, August 17, 2022, and September 28, 2022, with the Securities and Exchange Commission, by the Reporting Persons (defined below) with respect to the Common Stock of Forte Biosciences Inc. (the “Issuer” or the “Company”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.

 

Item 2. Identity and Background

 

Item 2 is hereby amended and restated as follows:

 

  (a) This Schedule 13D is filed by:

  

(i)Camac Partners, LLC, a Delaware limited liability company (“Camac Partners”);
   
(ii)Camac Capital, LLC, a Delaware limited liability company (“Camac Capital”);
   
(iii)Camac Fund, LP, a Delaware partnership (“Camac Fund”);
   
(iv)Eric Shahinian, as the manager of Camac Capital;
   
 (v)Michael G. Hacke; and
   
 (vi)Chris McIntyre.

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Each of the Reporting Persons, is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6 and filed as an exhibit to this Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

 

(b)The address of the principal office of each of Camac Partners, Camac Capital, Camac Fund and Mr. Shahinian is 350 Park Avenue, 13th Floor, New York, NY 10022. The address of the principal office of Mr. Hacke is c/o Steel City Capital Investments, LLC, 820 Ridgeview Drive, Pittsburgh, PA 15228. The address of the principal office of Mr. McIntyre is c/o McIntyre Partnerships, LP, 433 Broadway, Suite 633, New York, NY 10013.
   
(c)The principal business of Camac Fund is investing in securities. Camac Partners is the investment manager of Camac Fund. Camac Capital is the managing member of Camac Partners and the general partner of Camac Fund. The principal occupation of Mr. Shahinian is serving as the manager of Camac Capital. The principal occupation of Mr. Hacke is serving as the managing member of Steel City Capital Investments, LLC, the general partner of Steel City Capital, LP, a long-biased investment partnership which employs a value-oriented investing strategy. The principal occupation of Mr. McIntyre is serving as Chief Investment Officer and managing partner of McIntyre Partnerships, LP, an investment fund.
   
  (d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
     
  (e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
     
  (f) Camac Partners, Camac Capital, and Camac Fund are organized under the laws of Delaware. Messrs. Shahinian, Hacke and McIntyre are citizens of the United States of America. Mr. McIntyre is also a citizen of Canada.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended and restated as follows:

 

The shares of Common Stock purchased by Camac Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,812,712 shares of Common Stock beneficially owned by Camac Fund is approximately $2,271,387, including brokerage commissions.

 

 

 

 

Item 4. Purpose of Transaction

 

Item 4 is hereby amended to add the following:

 

On February 17, 2023, Camac Fund delivered a letter to the Issuer nominating Michael G. Hacke and Chris McIntyre (the “Nominees”) for election to the Board of Directors of the Issuer (the “Board”) at the 2023 annual meeting of stockholders (the “Annual Meeting”).

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated as follows:

 

(a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 21,000,069 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.

 

As of the date hereof, Camac Fund beneficially owned 1,812,712 shares of Common Stock, constituting approximately 8.6% of the shares of Common Stock outstanding.

 

Camac Partners, as investment manager of Camac Fund, may be deemed to beneficially own the 1,812,712 shares of Common Stock owned by Camac Fund. Camac Capital, as the managing member of Camac Partners and the general partner of Camac Fund, may be deemed to beneficially own the 1,812,712 shares of Common Stock owned by Camac Fund. Mr. Shahinian, as the manager of Camac Capital, may be deemed to beneficially own the 1,812,712 shares of Common Stock owned by Camac Fund.

 

As of the date hereof, Messrs. Hacke and McIntyre do not beneficially own any shares of Common Stock, constituting 0% of the shares of Common Stock outstanding.

 

(b) By virtue of their respective positions with Camac Fund, each of Camac Partners, Camac Capital, and Mr. Shahinian may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by Camac Fund.

 

(c) None of the Reporting Persons have entered into any transactions in the securities of the Issuer during the past sixty days.

 

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

Item 6 is hereby amended to add the following:

 

On February 17, 2023, Camac Partners, Camac Capital, Camac Fund and Mr. Shahinian (collectively, “Camac”) and the Nominees (together with Camac, the “Group”) entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) pursuant to which the Group agreed, among other things, (a) to solicit proxies for the election of certain persons nominated for election to the Board, including the Nominees, at the Annual Meeting, (b) that the Nominees would not transact in securities of the Issuer without the prior written consent of Camac and (c) that Camac would bear all approved expenses incurred in connection with the Group’s activities. The foregoing description of the Joint Filing and Solicitation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Joint Filing and Solicitation Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits

 

Item 7 is hereby amended to add the following exhibits:

 

  Exhibit 99.1 

Joint Filing and Solicitation Agreement by and among Camac Fund, LP, Camac Partners, LLC, Camac Capital, LLC, Eric Shahinian, Michael G. Hacke and Chris McIntyre, dated February 17, 2023.

      
  Exhibit 99.2 

Powers of Attorney.

 

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.

 

Dated: February 21, 2023

 

CAMAC FUND, LP  
     
By: Camac Capital, LLC  
  its General Partner  
     
By: /s/ Eric Shahinian  
Name: Eric Shahinian  
Title: Manager  
     
CAMAC PARTNERS, LLC  
     
By: Camac Capital, LLC  
  its Managing Member  
     
By: /s/ Eric Shahinian  
Name: Eric Shahinian  
Title: Manager  
     
CAMAC CAPITAL, LLC  
     
By: /s/ Eric Shahinian  
Name: Eric Shahinian  
Title: Manager  
     
/s/ Eric Shahinian  
Eric Shahinian  
Individually and as attorney-in-fact for Michael G. Hacke and Chris McIntyre  

 

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

JOINT FILING AND SOLICITATION AGREEMENT

 

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Forte Biosciences, Inc., a Delaware corporation (the “Company”); and

 

WHEREAS, Camac Fund, LP, Camac Partners, LLC, Camac Capital, LLC and Eric Shahinian (collectively, “Camac”), Michael G. Hacke and Chris McIntyre (together with Mr. Hacke, the “Nominees”) wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2023 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

 

NOW, IT IS AGREED, this 17th day of February 2023 by the parties hereto:

 

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company to the extent required by applicable law. Each member of the Group shall be responsible for the accuracy and completeness of his or its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

 

2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) and Mr. Shahinian of Camac of (i) any of their purchases or sales of securities of the Company or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than four (4) hours after each such transaction. For purposes of this agreement, the term “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act.

 

3. Notwithstanding the foregoing, so long as this agreement is in effect, each of the Nominees agrees to provide Camac advance written notice prior to effecting any purchase, sale, acquisition or disposition of any securities of the Company which he has, or would have, direct or indirect beneficial ownership so that Camac has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by any such Nominee. Each of the Nominees agrees that he shall not undertake or effect any purchase, sale, acquisition or disposition of any securities of the Company without the prior written consent of Camac.

 

4. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies for the election of certain persons nominated for election to the Board at the Annual Meeting (including those nominated by Camac), (ii) taking such other actions as the parties deem advisable and (iii) taking all other action necessary or advisable to achieve the foregoing.

 

5. Camac shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

 

 
 

 

6. Each of the undersigned agrees that any filing with the Securities and Exchange Commission, press release, Company communication or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be as directed by Camac.

 

7. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Except as provided in Section 2 and Section 3, nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he or it deems appropriate, in his or its sole discretion, provided that all such transactions are made in compliance with all applicable securities laws and the provisions of this agreement.

 

8. This agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

 

9. This agreement is governed by and will be construed in accordance with the laws of the State of New York. In the event of any dispute arising out of the provisions of this agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

 

10. The parties’ rights and obligations under this agreement (other than the rights and obligations set forth in Section 5 and Section 9, which shall survive any termination of this agreement) shall terminate upon the earlier to occur of (i) the conclusion of the Annual Meeting or (ii) Camac providing written notice of termination to the other parties; provided, however, either Nominee can terminate, with respect to himself, his rights and obligations under this agreement and will no longer be deemed a member of the Group by providing written notice to Camac of withdrawal of his consent to serve as a Nominee.

 

11. Each party acknowledges that Olshan shall act as counsel for both the Group and Camac relating to their investment in the Company.

 

12. Each party hereby waives the application of any law, regulation, holding, or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

 

13. Each of the undersigned parties hereby agrees that this agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

 

[Signature page follows]

 

 
 

 

IN WITNESS WHEREOF, the Parties hereto have caused this agreement to be executed as of the day and year first above written.

 

  CAMAC FUND, LP
     
  By: Camac Capital, LLC
    its General Partner
     
  By:

/s/ Eric Shahinian

  Name: Eric Shahinian
  Title: Manager
   
  CAMAC PARTNERS, LLC
     
  By: Camac Capital, LLC
    its Managing Member
     
  By:

/s/ Eric Shahinian

  Name: Eric Shahinian
  Title: Manager
   
  CAMAC CAPITAL, LLC
     
  By:

/s/ Eric Shahinian

  Name: Eric Shahinian
  Title: Manager

 

  /s/ Eric Shahinian
  Eric Shahinian
   
  /s/ Michael G. Hacke
  Michael G. Hacke
   
  /s/ Chris McIntyre
  Chris McIntyre

 

 

 

EX-99.2 3 ex99-2.htm

 

Exhibit 99.2

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Eric Shahinian the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Forte Biosciences, Inc., a Delaware corporation (the “Company”), directly or indirectly beneficially owned by Camac Fund, LP or any of its affiliates or members of its Schedule 13D group (collectively, the “Camac Group”) and (ii) any potential proxy solicitation that may be pursued by the Camac Group to elect a slate of director nominees to the board of directors of the Company at the 2023 annual meeting of stockholders of the Company, including any adjournments or postponements thereof (the “Solicitation”). Such action shall include, but not be limited to:

 

1. executing for and on behalf of the undersigned all Group Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Camac Group;

 

2. if applicable, executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Camac Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

3. if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

 

5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Camac Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of February 2023.

 

 

/s/ Michael G. Hacke

  Michael G. Hacke

 

 
 

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Eric Shahinian the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Forte Biosciences, Inc., a Delaware corporation (the “Company”), directly or indirectly beneficially owned by Camac Fund, LP or any of its affiliates or members of its Schedule 13D group (collectively, the “Camac Group”) and (ii) any potential proxy solicitation that may be pursued by the Camac Group to elect a slate of director nominees to the board of directors of the Company at the 2023 annual meeting of stockholders of the Company, including any adjournments or postponements thereof (the “Solicitation”). Such action shall include, but not be limited to:

 

1. executing for and on behalf of the undersigned all Group Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Camac Group;

 

2. if applicable, executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Camac Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

3. if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

 

5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Camac Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of February 2023.

 

 

/s/ Chris McIntyre

  Chris McIntyre