NEW YORK–(BUSINESS WIRE<\/a>)– \n***<\/p>\n \nFellow Stockholders,<\/p>\n \nCamac and ATG collectively represent one of the largest stockholders of Forte. We believe our significant, long-term investment in the Company means our interests are squarely aligned with yours. Despite our best efforts to engage constructively with Forte\u2019s leadership for over a year now, management and the Board have repeatedly rebuffed us. Instead, we believe they have opted to disenfranchise stockholders and entrench themselves by adopting a poison pill, appointing a conflicted director without stockholder approval, pursuing highly dilutive capital raises and violating SEC rules in connection with the upcoming Annual Meeting.<\/span><\/b> These are just a few of the reasons why our Group is seeking your support to replace the two incumbent directors who are up for election at this year\u2019s Annual Meeting: Chairman and CEO Dr. Paul Wagner and Dr. Lawrence Eichenfield.<\/p>\n Drs. Wagner and Eichenfield have overseen the destruction of immense stockholder value and must, in our view, be held accountable<\/b>. They have also approved what we consider to be entrenching capital raises and other anti-stockholder actions. We, as stockholders, deserve directors who will consistently advocate for our interests in the boardroom, rather than the interests of a select few. That is why we are recommending you vote on the WHITE<\/span><\/b> Proxy Card to elect our highly qualified and independent nominees \u2013 Michael Hacke and Chris McIntyre \u2013 at the upcoming Annual Meeting. They each will bring to Forte\u2019s boardroom sorely needed independence, capital allocation acumen, financial expertise and a commitment to acting in stockholders\u2019 best interests.<\/p>\n THE CASE FOR BOARDROOM CHANGE: VALUE DESTRUCTION, POOR CAPITAL ALLOCATION AND ANTI-STOCKHOLDER ACTIONS SINCE FORTE\u2019S PUBLIC OFFERING<\/i><\/b><\/p>\n \nForte\u2019s shares have dramatically underperformed peers and biopharmaceuticals indices over all relevant time horizons. Since going public via a reverse merger with Tocagen Inc. in 2020, the Company has wiped out almost 100% of its equity value. This is some of the worst performance we have seen in our entire investing careers, and we believe it is directly attributable to Dr. Wagner\u2019s lack of regard for the Company\u2019s owners<\/b>.<\/p>\n \n\u00a0<\/p>\n<\/td>\n 1-Year TSR<\/b><\/p>\n<\/td>\n 3-Year TSR<\/b><\/p>\n<\/td>\n TSR Since IPO<\/b><\/p>\n<\/td>\n<\/tr>\n Forte Biosciences<\/b><\/p>\n<\/td>\n -13.90%<\/b><\/p>\n<\/td>\n -95.60%<\/b><\/p>\n<\/td>\n -94.76%<\/b><\/p>\n<\/td>\n<\/tr>\n NASDAQ Biotechnology Index<\/b><\/p>\n<\/td>\n 14.71%<\/b><\/p>\n<\/td>\n 1.48%<\/b><\/p>\n<\/td>\n 3.75%<\/b><\/p>\n<\/td>\n<\/tr>\n S&P Pharmaceuticals Select Industry Index<\/b><\/p>\n<\/td>\n -0.23%<\/b><\/p>\n<\/td>\n -3.81%<\/b><\/p>\n<\/td>\n 0.73%<\/b><\/p>\n<\/td>\n<\/tr>\n<\/table>\n As of market close on May 24, 2023 (the day before Camac\u2019s preliminary proxy statement was filed with the SEC).<\/i><\/p>\n<\/td>\n<\/tr>\n<\/table>\n \nIn our view, the Board and management\u2019s inability \u2013 or unwillingness \u2013 to establish a sensible capital allocation strategy or respect sound corporate governance surely led to the seemingly unprecedented emergence of four separate 13D filers last summer. These independent investors raised concerns with Forte\u2019s performance, operations, strategy and the Board\u2019s entrenchment maneuvers \u2013 which are the same issues that we are seeing further perpetuated by the same directors overseeing the Company today.<\/p>\n \nLong-term stockholders will recall that Forte\u2019s singular asset for atopic dermatitis \u2013 FB-401 \u2013 failed in its phase 2 clinical trial in September 2021.1<\/sup> This is what led to the Company\u2019s highly speculative pivot to the development of FB-102 for autoimmune diseases, which was first disclosed to investors in the Company\u2019s FY 2021 10-K a full six months later. Despite Forte peddling FB-102 as demonstrating potentially \u201cbest in class activity,\u201d<\/i> the reality is that the compound is still in preclinical indication. We believe the knee-jerk pivot to FB-102, as well as the recent dilutive private placement to select investors at prices well below Forte\u2019s cash value, was done as a \u201csave-face\u201d to protect management and the Board from stockholders who are fed up with the Company\u2019s long-term underperformance and want accountability.<\/p>\n \nAhead of this year\u2019s Annual Meeting, we want to ensure you have all the facts regarding this Board\u2019s track record. The Forte Board \u2013 under Drs. Wagner and Eichenfield\u2019s leadership \u2013 has taken the following actions to disenfranchise stockholders over the past 16 months:<\/p>\n \nAdditionally, stockholders should be aware that despite being the founder, CEO and Chairman of Forte, Dr. Wagner sold 1 million shares<\/span> of Forte in September 2021, netting approximately $4.35 million in cash.<\/span>2<\/sup> We seriously question how much Dr. Wagner believes in the long-term viability of compound FB-102, or Forte for that matter, given he has been an active seller in recent years. Not only that, but he was also somehow allowed to participate in the 2023 Private Placement with other executives and members of the Board and purchase shares at a discount to the Company\u2019s net cash per share.<\/p>\n \nWe believe that the recent highly dilutive share issuances demonstrate that Drs. Wagner and Eichenfield appear more focused on their own entrenchment (and enrichment) than improving Forte\u2019s drug pipeline, capital allocation approach, and most importantly, upholding sound corporate governance as Board members of a publicly traded company.<\/p>\n THE PATH FORWARD: ADDING NEW, INDEPENDENT DIRECTORS WITH CAPITAL ALLOCATION AND INVESTMENT EXPERTISE TO FORTE\u2019S BOARDROOM, WHO ARE COMMITTED TO ACTING IN STOCKHOLDERS\u2019 BEST INTERESTS<\/i><\/b><\/p>\n \nCamac has filed legal action in Delaware to hold Forte, Dr. Wagner and the incumbent directors accountable for breaches of their fiduciary duties, to unearth the true incentives behind the capital raises and most importantly, to protect stockholders\u2019 interests. While this litigation proceeds, our Group is also investing our time, energy and capital to elect two highly qualified directors to Forte\u2019s Board at the upcoming Annual Meeting. Michael Hacke and Chris McIntyre are capital allocation experts with proven investment track records and substantial capital markets expertise. We believe that they are the right change agents to help the Board reassess the Company\u2019s approach to capital allocation and operations and can help put Forte back on the right track to improving stockholder returns. Perhaps most importantly, Messrs. Hacke and McIntyre will bring a commitment to acting in stockholders\u2019 best interests.<\/p>\n \nWe encourage you to read Messrs. Hacke and McIntyre\u2019s summarized biographies below before deciding whether two individuals with significant capital allocation experience would be better stewards of your capital than Drs. Wagner and Eichenfield, who have overseen the destruction of approximately 95% in value since serving on Forte\u2019s Board. Our Group\u2019s highly qualified nominees are:<\/p>\n Michael Hacke. <\/i><\/b>We believe Mr. Hacke\u2019s investment advisory, capital markets and capital allocation expertise will be additive to Forte\u2019s Board.<\/i><\/p>\n Chris McIntyre. <\/i><\/b>We believe Mr. McIntyre\u2019s 15+ years of investment experience, including in public equities, private equity, distressed debt and restructurings, will be additive to Forte\u2019s Board.<\/i><\/p>\n \nWe look forward to being in touch in the coming weeks with more information about our highly qualified director candidates and their vision for Forte.<\/p>\n \nThank you in advance for your support.<\/p>\n \nSincerely,<\/p>\n
\nCamac Partners, LLC (\u201cCamac\u201d) and ATG Capital Management, LLC (\u201cATG\u201d) (together with the other participants in their solicitation, the \u201cConcerned Stockholders,\u201d the \u201cGroup\u201d or \u201cwe\u201d), who collectively own approximately 8.5% of the outstanding common stock of Forte Biosciences, Inc. (Nasdaq: FBRX) (\u201cForte\u201d or the \u201cCompany\u201d), today announced that they have filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) in connection with Forte\u2019s 2023 Annual Meeting of Stockholders (the \u201cAnnual Meeting\u201d) scheduled for September 19, 2023. In addition, the Group sent a letter to Forte\u2019s stockholders, which can be viewed below.<\/p>\n\n
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