Item 1.01. Entry Into a Material Definitive Agreement.
On
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under
the Securities Act of 1933, as amended (the "Securities Act"), other obligations
of the parties and termination provisions. The Offering was made pursuant to the
Company's effective registration
statement on Form S-3 (Registration Statement No. 333-254884) previously filed
with the
The net proceeds to the Company from the Offering are expected to be
approximately
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. The Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated herein by reference.
A copy of the opinion of
Item 8.01. Other Events.
On
This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), including statements regarding the
Company's expectations with respect to the Offering, including its ability to
complete the Offering and its expected and intended use of proceeds from the
Offering. These and any other forward-looking statements in this report are
based on management's current expectations of future events and are subject to a
number of risks and uncertainties that could cause actual results to differ
materially and adversely from those set forth in or implied by such
forward-looking statements. These risks and uncertainties include, but are not
limited to, the risks and uncertainties associated with market conditions and
the satisfaction of customary closing conditions related to the Offering, as
well as risks and uncertainties detailed in the Company's periodic filings with
the
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, datedMay 6, 2021 , betweenF-star Therapeutics, Inc. andSVB Leerink LLC . 5.1 Opinion ofMintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C . 23.1 Consent ofMintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C . (included in Exhibit 5.1) 99.1 Press Release ofF-star Therapeutics, Inc. , datedMay 6, 2021 , announcing the launch of the Offering. 99.2 Press Release ofF-star Therapeutics, Inc. , datedMay 7, 2021 , announcing the pricing of the Offering.
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