Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 1 to Merger Agreement with invoX Pharma
On November 20, 2022, 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.1 ("Amendment No.1") to the Agreement and Plan of Merger, dated as of
June 22, 2022, by and among the Parties and Sino Biopharmaceutical Limited, a
company organized under the laws of the Cayman Islands, as "Guarantor" (the
"Merger Agreement").
As described below, Amendment No. 1 extends the End Date of the Merger Agreement
from November 19, 2022 to December 19, 2022. The parties are in discussions with
the Committee on Foreign Investment in the United States (CFIUS) regarding the
Transaction and have extended the End Date to provide for additional time to
satisfy the Foreign Investment Condition with respect to CFIUS. Capitalized
terms used herein without definition shall have the same meanings as assigned to
them in the Merger Agreement or Amendment No. 1, as the case may be.
Pursuant to the terms of the Merger Agreement, Purchaser previously commenced a
cash tender offer (the "Offer") to acquire all of the issued and outstanding
shares of Company common stock (the "Shares") for $7.12 per Share in cash,
without interest (the "Offer Price"), subject to the conditions of the Offer set
forth in the Merger Agreement, including the Foreign Investment Condition with
respect to the parties' joint voluntary filing with CFIUS in July 2022.
Previously, the regulatory body in the United Kingdom, where the Company is
based, cleared the voluntary notice filing regarding the transaction under UK's
foreign investment regulations.
As previously described, the Merger Agreement may be terminated by either party,
subject to certain exceptions, if any of the Offer conditions, are not satisfied
or waived by Purchaser on or before the End Date. On November 20, 2022, the
Company, Purchaser and Parent entered into Amendment No. 1 to the Merger
Agreement to extend the End Date from November 19, 2022 to December 19, 2022 to
provide for additional time to satisfy the Foreign Investment Condition with
respect to CFIUS.
Other than as expressly modified pursuant to Amendment No. 1, 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 by the Company on
June 23, 2022, remains in full force and effect as originally executed on
June 22, 2022. The foregoing description of Amendment No. 1 does not purport to
be complete and is subject to, and qualified in its entirety by, the full text
of Amendment No. 1 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
In connection with the foregoing, on November 21, 2022, Purchaser, Parent and
Guarantor extended the Offer to 5:00 p.m., Eastern Time, on December 2, 2022,
unless further extended. The Offer was previously set to expire at 5:00 p.m.,
Eastern Time, on November 18, 2022. The Expiration Date is being extended in
order to facilitate ongoing CFIUS review of the Transaction.
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 anticipated timing of CFIUS review of the contemplated transaction,
anticipated consummation of the acquisition of the Company and the timing and
benefits thereof, and other statements that are not historical facts. These
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 the tender
offer conditions will be satisfied; whether sufficient stockholders of the
Company tender their shares in the transaction; the outcome of legal proceedings
that may be instituted against the Company and/or others relating to the
transaction; the failure (or delay) to receive the required regulatory
approvals, including CFIUS, relating to the transaction; the possibility that
competing offers will be made; 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.
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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. 1 to Agreement and Plan of Merger, dated November 20,
2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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