Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On February 7, 2023, the Board of Directors (the "Board") of Forte Biosciences, Inc. (the "Company"), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, amended and restated the Company's amended and restated bylaws, effective immediately. The bylaws were amended and restated, among other things, to:



     •    revise the procedures and requirements for the nomination of directors
          and the submission of proposals for consideration at meetings of
          stockholders, including by adding a requirement that a stockholder
          seeking to nominate director(s) at a meeting of stockholders deliver to
          the Company reasonable evidence that it has complied with the
          requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as
          amended, no later than five business days before the meeting;



     •    revise certain additional procedures related to stockholder meetings to
          conform to the provisions of the Delaware General Corporation Law, as
          recently amended (the "DGCL"); and



     •    make various ministerial changes, clarifications, and other conforming
          revisions to conform to current Delaware law.

The foregoing description is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits

Exhibit     Description

 3.1          Amended and Restated Bylaws

104         The cover page of this Current Report on Form 8-K, formatted in inline XBRL

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