Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 6 to Merger Agreement with invoX Pharma Extends End Date
On February 9, 2023, F-star Therapeutics, Inc., a Delaware corporation (the
"Company"), invoX Pharma Limited, a private limited company organized under the
laws of England and Wales ("Parent") and Fennec Acquisition Incorporated, a
Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser" and
together with the Company and Parent, the "Parties"), entered into Amendment
No. 6 ("Amendment No. 6") to the Agreement and Plan of Merger, dated as of
June 22, 2022, and as amended, by and among the Parties and Sino
Biopharmaceutical Limited, a company organized under the laws of the Cayman
Islands, as "Guarantor" (the "Merger Agreement"). Capitalized terms used in this
Current Report on Form 8-K without being defined herein shall have the same
meanings ascribed to them in the Merger Agreement.
The purpose of Amendment No. 6 is to extend the End Date of the Merger Agreement
in order to provide additional time for the Parties to complete negotiations
with the Committee on Foreign Investment in the United States ("CFIUS") on the
definitive terms of a mitigation agreement and to complete the ongoing tender
offer (the "Offer") whose expiration date has been extended to February 22,
2023, unless further extended, as described below.
The Parties believe they are in the late stages of negotiating definitive terms
of such mitigation agreement in order to permit the removal of CFIUS's Interim
Order. However, there can be no assurances that the Parties will reach agreement
with CFIUS on a mitigation agreement.
Other than as expressly modified pursuant to Amendment No. 6, the Merger
Agreement, which was previously filed as Exhibit 2.1 to the Current Report
on Form 8-K filed with the Securities and Exchange Commission (the "SEC") by the
Company on June 23, 2022, remains in full force and effect as originally
executed on June 22, 2022, as amended. The foregoing description of Amendment
No. 6 does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of Amendment No. 6 attached hereto as Exhibit 2.1 to
this Current Report on Form 8-K, which is incorporated herein by reference.
Item 8.01 Other Events
Extension of Tender Offer Until February 22, 2023
On February 9, 2023, Purchaser, Parent and Guarantor extended the Offer to 5:00
p.m., Eastern Time, on February 22, 2023, unless further extended. The Offer was
previously set to expire at 5:00 p.m., Eastern Time, on February 8, 2023. The
purpose of the extension is to provide additional time for the Parties to
complete their negotiations with CFIUS on the definitive terms of a mitigation
agreement.
As of 5:00 p.m., Eastern Time, on February 8, 2023, the Depositary had advised
Purchaser, Parent and Guarantor that shares of common stock of the Company
representing approximately 70% of the outstanding shares of common stock of the
Company had been validly tendered and not properly withdrawn from the Offer.
Forward-Looking Statements
This report contains forward-looking statements. Forward-looking statements are
generally identified by the words "expects", "anticipates", "believes",
"intends", "estimates", "plans", "will be" and similar expressions. These
forward-looking statements include, without limitation, statements related to
the consummation of the acquisition of the Company, the availability of
mitigation measures and other statements that are not historical facts. These
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forward-looking statements are based on Parent's and the Company's current
expectations and inherently involve significant risks and uncertainties. Actual
results and the timing of events could differ materially from those anticipated
in such forward-looking statements as a result of these risks and uncertainties,
which include, without limitation, risks related to the Parties' ability to
complete the transaction on the proposed terms and schedule; whether sufficient
stockholders of the Company tender their shares in the transaction; whether the
Parties can address the concerns raised by CFIUS sufficiently to enable the
interim order to be revoked or terminated, or to otherwise permit the closing of
the transaction or the equity investment provided for in the Merger Agreement in
the event of certain terminations related to the Foreign Investment Condition;
whether the Parties and CFIUS will be able to agree on terms for a National
Security Agreement; the possibility that some of the Offer conditions will not
be satisfied or waived by Parent, to the extent waiveable, by the Expiration
Date; and other risks related to the Company's business detailed from
time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC
filings and reports, including the Company's Annual Report on Form 10-K for the
year ended December 31, 2021 and the Company's Quarterly Reports on Form 10-Q
for the quarters ended June 30, 2022 and September 30, 2022. The Company
undertakes no duty or obligation to update any forward-looking statements
contained in this report as a result of new information, future events or
changes in their expectations, except as required by law.
Additional Information and Where to Find It
A tender offer statement on Schedule TO, including an offer to purchase, a
letter of transmittal and related documents, was filed with the SEC by invoX and
Purchaser, and a Solicitation / Recommendation
Statement on Schedule 14D-9 was filed with the SEC by the Company. The offer to
purchase shares of Company common stock is being made pursuant to the offer to
purchase, the letter of transmittal and related documents filed as a part of the
Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER
OFFER STATEMENT AND THE SOLICITATION / RECOMMENDATION STATEMENT REGARDING THE
OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME BECAUSE THEY
CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON STOCK,
INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. Investors and security
holders may obtain a free copy of these statements and other documents filed
with the SEC at the website maintained by the SEC at www.sec.gov or by directing
such requests to the Information Agent for the Offer, which is named in the
tender offer statement. Investors may also obtain, at no charge, the documents
filed or furnished to the SEC by the Company under the "Investors" section of
the Company's website at www.f-star.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 Amendment No. 6 to Agreement and Plan of Merger, dated February 9,
2023 (incorporated by reference to Exhibit (d)(14) to the Schedule
TO/A filed by Guarantor, Parent and Purchaser on February 9, 2023).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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