InvoX Pharma entered into a definitive agreement to acquire F-star Therapeutics, Inc. (NasdaqCM:FSTX) for approximately $150 million on June 22, 2022. Under the terms, InvoX Pharma will commence a tender offer to acquire all shares of F-star for $7.12 per share. Sino Bio has sufficient cash or liquid financial resources to fund the offer. In case of termination, F-star will be required to pay a termination fee of $7.25 million.

The transaction is subject to certain customary closing conditions, including the tender by F-star stockholders of greater than 50% of the issued and outstanding shares of F-star common stock and required regulatory approvals, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The transaction has been unanimously approved by the invoX and F-star Boards of Directors. On July 22, 2022, the waiting period applicable to the offer under the HSR Act expired. As of August 3, 2022, 13.03 million shares had been tendered pursuant to the Offer, and approximately 2.7 million shares tendered pursuant to a notice of guaranteed delivery. The transaction has obtained approval from Investment Security Unit of UK on September 29, 2022.

The tender offer commenced on July 7, 2022 and will expire on August 3, 2022, unless otherwise extended or terminated. On August 4, 2022, parties extended the offer to September 19, 2022, unless further extended. On September 15, 2022, the offer is extended to November 1, 2022, in order to allow additional time to obtain required regulatory approvals. On November 1, 2022, the offer is extended to November 18, 2022. As of December 2, 2022, 15.57 million shares had been validly tendered into and not properly withdrawn from the Offer, representing approximately 70.8% of the outstanding Shares, and an additional approximately 1.5 million shares tendered pursuant to a notice of guaranteed delivery. As on December 16, 2022, 14.9 million shares had been validly tendered into and not properly withdrawn from the Offer, representing approximately 67.91% of the outstanding shares, and an additional approximately 2.2 million shares tendered pursuant to a notice of guaranteed delivery.

As of December 5, 2022, parties extended the Offer to December 16, 2022, unless further extended. The Expiration Date is being extended in order to facilitate ongoing CFIUS review of the proposed transaction. The transaction is expected to close in the second half of 2022. As of December 19, 2022, the parties extended the Offer to December 23, 2022, unless further extended. As of December 20, 2022, the parties extended the offer to December 28, 2022. As of December 28, 2022, the Depositary had advised that Shares representing approximately 76% of the outstanding Shares had been validly tendered into and not properly withdrawn from the Offer. As of December 29, 2022, invoX, Fennec, and Sino Biopharm extended the Offer on December 30, 2022. Effective December 29, 2022, the Committee on Foreign Investment in the United States (CFIUS) issued an order preventing the consummation of the transactions pursuant to the Merger Agreement, citing unresolved national security risks. The Interim Order is for an indeterminate duration, lasting until: (i) CFIUS concludes action under Section 721 with respect to the transaction; (ii) the President of the United States takes action or declines to take action under Section 721 with respect to the transaction; or (iii) CFIUS or the President revokes or terminates this Interim Order. The purpose of the Interim Order is to provide CFIUS adequate opportunity to continue its review and investigation. The Parties may provide CFIUS with additional relevant information and CFIUS will consider such information, including information regarding the Interim Order or proposals to mitigate the identified national security risks. As of January 17, 2023, 15.1 million shares had been validly tendered into and not properly withdrawn from the Offer, representing approximately 68.6% of the outstanding Shares, and an additional approximately 2.33 million shares tendered pursuant to a notice of guaranteed delivery. As on February 22, 2023, approximately 15.26 million shares, representing 69.39% of the outstanding shares of common stock of F-star had been validly tendered and not properly withdrawn from the Offer, and an additional approximately 1.85 million shares tendered pursuant to a notice of guaranteed delivery. On January 18, 2023, parties extended the Offer to January 31, 2023, from January 17, 2023. The expiration date is being extended in order to facilitate ongoing CFIUS review of the proposed transaction. On February 1, 2023, parties extended the Offer to February 8, 2023. As of February 23, 2023, the expiration date for the tender offer has been extended to March 3, 2023, unless further extended. As of March 6, 2023, the expiration date for the tender offer has been extended to March 8, 2023, unless further extended.

PJT Partners (UK) Limited acted as financial advisor to InvoX Pharma, Morgan Stanley & Co. LLC acted as financial advisor to F-star and provided fairness opinion to F-star Board. George Casey and George Karafotias of Shearman & Sterling LLP acted as legal advisors to invoX and Sino Biopharm. William C. Hicks and Matthew J. Gardella of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisors to F-star. Innisfree M&A Incorporated acted as information agent. Computershare Trust Company, N.A. acted as depository to the offeror. As compensation for Morgan Stanley's financial advisory services, F-star paid Morgan Stanley a fee of $1 million, which was contingent upon the earlier of the rendering of Morgan Stanley's opinion and the execution of definitive agreement with respect to the merger. F-star also has agreed to pay Morgan Stanley a fee equal to $6.5 million, which is contingent upon the consumption of the merger. The announcement fee will be credited against the transaction fee payable if the merger is consummated. In addition to the transaction fee, F-star may, in its sole discretion, pay an additional discretionary fee of up to $2.5 million to Morgan Stanley, based on the overall services provided by Morgan Stanley in connection with Morgan Stanley's engagement. Mills & Reeve LLP acted as legal advisor to F-star Therapeutics, Inc. Milbank LLP acted as legal advisor to invoX Pharma Limited.

InvoX Pharma completed the acquisition of F-star Therapeutics, Inc. (NasdaqCM:FSTX) on March 8, 2023.