This Amendment No. 6 to Schedule 14D-9 (the
“Amendment”) amends and supplements the Solicitation/ Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the
“Schedule 14D-9”) previously filed by F-star Therapeutics, Inc., a Delaware corporation (the “Company”),
with the Securities and Exchange Commission on July 7, 2022 relating to the offer by invoX Pharma Limited, a private limited Company organized under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a
Delaware corporation (“Purchaser”) and a direct wholly owned subsidiary of Parent, and Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“Guarantor”) to acquire any and all of
the issued and outstanding shares of Common Stock (the “Company Shares”), at a purchase price of $7.12 per Company Share (the “Offer Price”), net to the seller thereof in cash, and less any required withholding
taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 7, 2022 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal
(which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”).
Except
as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms
used and not defined herein shall have the meanings given to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.
Item 2. Identity and Background of Filing Person.
Item 2 of the Schedule 14D-9 is hereby amended and supplemented as follows:
A new sentence is hereby added to the end of the fifth paragraph under the subsection entitled “—Tender Offer” on page 2:
“On November 1, 2022, Purchaser, Parent and Guarantor extended the Offer to 05:00 p.m., Eastern Time, on November 18, 2022,
unless further extended.”
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:
A new paragraph under the subsection entitled “—Extension of Offer Expiration Date” is hereby added as set forth below:
“On November 1, 2022, Purchaser, Parent and Guarantor extended the Offer to 5:00 p.m., Eastern Time, on November 18, 2022,
unless further extended. The Offer was previously set to expire at 5:00 p.m., Eastern Time, on November 1, 2022. The Expiration Date is being extended in order to facilitate ongoing CFIUS review of the proposed transaction. The Depositary has
advised Purchaser, Parent, and SBP that, as of 5:00 p.m., Eastern Time, on October 31, 2022, 10,577,847 Shares had been validly tendered into and not properly withdrawn from the Offer, representing approximately 48.11% of the outstanding
Shares, and an additional approximately 452,074 Shares tendered pursuant to a notice of guaranteed delivery.”
Under the subsections entitled
“—Regulatory Approvals—Foreign Investment in the United States” on page 49, the following paragraphs are hereby added at the end of such subsection, as set forth below:
“Pursuant to a request by CFIUS, on October 31, 2022, the parties voluntarily withdrew and immediately refiled the joint voluntary
notification filing (the “Notice”) in order to provide CFIUS with more time to complete its assessment. CFIUS’s acceptance of the refiled voluntary Notice is effective as of November 1, 2022. CFIUS will have a review period of up
to 45 calendar days, subject to a further 45 calendar days if extended. Specifically, the Company believes that this “pull and refile” procedure has been requested to enable CFIUS more time to determine whether and to what extent any
mitigation steps should be taken.
Currently, the Merger Agreement may be terminated by either party if any of the Offer conditions,
including the Foreign Investment Condition (as defined in the Merger Agreement), are not satisfied or waived by invoX on or before November 19, 2022, unless the parties mutually agree to extend the “End Date” in the Merger Agreement.
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