Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 4 to Merger Agreement with invoX Pharma
On December 30, 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. 4 ("Amendment No. 4") 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.
Amendment No. 4 extends the End Date of the Merger Agreement from one minute
past 11:59 p.m., Eastern Time, on December 30, 2022 to one minute past 11:59
p.m., Eastern Time, on January 31, 2023. The purpose of the Amendment No. 4 is
to provide the Parties with additional time to address the Foreign Investment
Condition of the Offer, in view of the previously disclosed interim order of the
Committee on Foreign Investment in the United States ("CFIUS"). The Parties
continue to engage with CFIUS to help facilitate its review of the proposed
Transactions. CFIUS has confirmed to the Parties that it has determined that
mitigation measures would be available and in discussions with the Parties
indicated a draft National Security Agreement setting forth such mitigation
measure would be sent to the Parties. Amendment No. 4 also makes certain other
related amendments, as further described in the exhibit attached hereto.
Other than as expressly modified pursuant to Amendment No. 4, 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, as amended. The foregoing description of Amendment No. 4 does not
purport to be complete and is subject to, and qualified in its entirety by, the
full text of Amendment No. 4 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 January 17, 2023
On December 30, 2022, Purchaser, Parent and Guarantor extended the Offer to 5:00
p.m., Eastern Time, on January 17, 2023, unless further extended. The Offer was
previously set to expire at 5:00 p.m., Eastern Time, on December 30, 2022.
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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
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. 4 to Agreement and Plan of Merger, dated December 30,
2022 (incorporated by reference to Exhibit (d)(12) to the Schedule
TO/A filed by Guarantor, Parent and Purchaser on December 30, 2022).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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