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.