Forte Biosciences, Inc., a pharmaceutical company, has announced significant changes to its Board of Directors and the resolution of a pending lawsuit, according to a recent SEC filing. On Monday, the company appointed Richard Vincent and Shiv Kapoor as new members of the Board following the resignation of Donald A. Williams and Lawrence Eichenfield.
Vincent, 61, brings extensive financial expertise from his tenure as CFO at various biotech and pharmaceutical companies, including Oncternal Therapeutics and VelosBio Inc. Kapoor, 49, co-founder of Stonegate Healthcare, has a rich background in the biopharmaceutical industry with leadership roles at BioRamon Pharmaceuticals and Microvascular Therapeutics.
The new directors will receive compensation in line with the company's non-employee director policy, including annual fees and stock options vesting over three years. The appointments aim to maintain a balance among the Board's classes and involve the directors in key committee roles.
Additionally, the company disclosed the resolution of a lawsuit filed by Camac Fund, LP in the Delaware Court of Chancery. The court dismissed the case as moot on Thursday following the company's strategic actions, which included the Board resignations, new appointments, and the establishment of a Strategic Committee composed of independent directors. These moves addressed the claims raised by Camac, which acknowledged the benefits to all shareholders.
As part of the settlement, Forte Biosciences agreed to pay $1.5 million in attorneys' fees to the plaintiff's counsel. The company's stockholder rights agreement, a point of contention in the lawsuit, expired on July 12, 2024, and was not renewed.
In other recent news, Forte Biosciences, Inc. executed a 1-for-25 reverse stock split, as part of a major change in its capital structure. This move led to proportional adjustments in the company's equity incentive plans, affecting the number of shares subject to outstanding equity awards and the per-share exercise or purchase price.
In addition, the company announced the approval of an amended and restated equity incentive plan, designed to attract, retain, and motivate personnel through equity awards, with 8,500,000 shares of common stock reserved for issuance under this plan.
Stockholders also ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. Another significant development was the initiation of coverage by Brookline Capital Markets with a Buy rating for Forte Biosciences. The firm noted the potential of FB-102, an antibody currently in development for the treatment of graft versus host disease (GVHD), which is undergoing a Phase 1 trial in healthy volunteers.
Preliminary data suggests FB-102 could offer a superior product profile compared to the current standard of care for treating GVHD. These developments are part of a series of recent actions taken by the company to enhance its capital structure and to continue its research and development efforts.
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