Form SC 13D/A Forte Biosciences, Inc. Filed by: BML Investment Partners, L.P.
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
1
)*
Forte Biosciences, Inc.
(Name of
Issuer)
Common Stock, $0.001 par value per share
(Title of
Class of Securities)
34962G109
(CUSIP
Number)
Braden Leonard,
BML Capital Management, LLC
65 E Cedar - Suite 2.
Zionsville,
IN
46077
Phone : 317-344-2447
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 06, 2022
(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.
x
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
BML Investment Partners, L.P. | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
1342391 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
1342391 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
1342391 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
9.1%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
PN | |||||
BML Investment Partners, L.P. is a Delaware limited partnership whose sole general partner is BML Capital Management, LLC. The managing member of BML Capital Management, LLC is Braden M. Leonard. As a result, Braden M. Leonard is deemed to be the indirect owner of the shares held directly by BML Investment Partners, L.P. Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b) (1) of the Securities Exchange Act of 1934.
Item 1. | Security and Issuer |
This Statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of Forte Biosciences, Inc, Inc., a Delaware corporation (the “Issuer”). |
Item 2. | Identity and Background |
(a) | BML Capital Management, LLC - The business address of BML Capital Management, LLC, is 65 E Cedar – Suite 2, Zionsville, IN 46077. The principal business of BML Capital Management, LLC, is to serve as the general partner to BML Investment Partners, L.P.
Braden M. Leonard – Mr. Leonard’s business address is 65 E Cedar – Suite 2, Zionsville, IN 46077. Mr. Leonard’s principal business is to serve as managing member of BML Capital Management, LLC. |
(b) | See above, Item 2(a) |
(c) | See above, Item 2(a) |
(d) | During the past five years, none of BML Investment Partners, L.P., BML Capital Management, LLC or Braden M. Leonard have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding BML Investment Partners, L.P., BML Capital Management, LLC or Braden M. Leonard 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. |
(e) | During the past five years, none of BML Investment Partners, L.P., BML Capital Management, LLC or Braden M. Leonard have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding BML Investment Partners, L.P., BML Capital Management, LLC or Braden M. Leonard 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) | Braden M. Leonard is a citizen of the United States of America. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
BML Investment Partners, L.P. holds 1,342,391 shares of Common Stock which were acquired using working capital |
Item 4. |
Purpose
of Transaction
|
BML Investment Partners, L.P. (the "Reporting Person") acquired the Common Stock beneficially owned by the Reporting Person in the ordinary course of purchasing, selling and investing in securities.
On July 6, 2022, Braden Leonard sent a follow up email to Forte Biosciences Chairman & CEO, Paul Wagner, indicating that BML believes that the company should liquidate and/or return cash to shareholders. A copy of the email is listed below. Paul, Thanks for the reply. I am not surprised that you and the Board have expressed confidence that Forte has the right strategy in place with FB-102. Yet the lack of even one insider purchase since the May 16th announcement detailing the plans to develop this compound makes us skeptical this is truly the case. As I’m sure you’re aware, Forte shares have traded at one half or less of net cash over this period, yet nobody is stepping up to buy. If the development of FB-102 was such a great idea, why aren’t insiders investing their own hard-earned capital? It's becoming very clear that a growing percentage of current shareholders are NOT supportive of this current plan, as indicated by yesterday’s 13D filing by another unaffiliated large shareholder, as well as the numerous calls we’ve received since our last filing from others. Unless Forte can come up with some compelling evidence that FB-102 is worth pursuing, we continue to believe that Forte shareholders would be best served by a complete liquidation as soon as possible. In the absence of a liquidation plan, we would support a large capital return to Forte shareholders via either a tender at a material premium to the current share price or a large one-time dividend. This would allow those of us who are skeptical of the current strategy to recoup some of our cash, while allowing the true believers to enjoy the eventual fruits, if any, of FB-102. If the Board of Directors continues down the current path, we will explore all options to maximize value for shareholders. Regards, Brad Leonard BML Capital Management, LLC 65 E Cedar - Suite 2 Zionsville,IN 46077 All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Person were acquired for investment purposes. Except as set forth herein, the Reporting Person does not have any plans or proposals that relate to or would result in any of the transactions described in Item 4 of Schedule 13D. The Reporting Person reserves the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Person, market conditions or other factors. |
(a) | See above |
(b) | See above |
(c) | See above |
(d) | See above |
(e) | See above |
(f) | See above |
(g) | See above |
(h) | See above |
(i) | See above |
(j) | See above |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | As of May 24, 2022, BML Investment Partners owns 1,342,391 shares of the issuer, which represents 9.1% of the shares outstanding. |
(b) | The Fund has sole voting and dispositive power over the shares reported herein |
(c) | See below. |
| Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
| 5/10/2022
5/11/2022 5/12/2022 5/13/2022 5/16/2022 5/17/2022 5/18/2022 5/19/2022 5/20/2022 5/24/2022 | 25202
35000 85834 16000 52405 74770 30000 50006 9083 30241 | 1.2556
1.2121 1.1466 1.1772 1.089 1.0399 1.1396 1.15 1.1264 1.0847 |
(d) | None |
(e) | N/A |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
N/A |
Item 7. |
Material
to Be Filed as Exhibits
|
N/A |
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true,
complete and correct.
BML Capital Management, LLC | |||
July 07, 2022 | By: |
/s/
Braden M Leonard | |
Managing Member | |||
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
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