This Amendment No. 10 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 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following:
The following paragraphs are hereby added following the subsection entitled Regulatory Approvals Foreign Investment in the United States:
Amendment No. 3 to Merger Agreement
On December 20, 2022, the Company, Purchaser and Parent (the Parties) entered into Amendment No. 3 (Amendment
No. 3) to the Merger Agreement.
Pursuant to Amendment No. 3, the Parties have agreed to reduce one of Parents
conditions to its obligation to complete the Offer as set forth in Annex I of the Merger Agreement. Specifically, with respect to Clause (f) thereof, which is related to the Foreign Investment Condition, Parent has agreed that such
condition shall be deemed satisfied with respect to the Parties joint voluntary notification filing with CFIUS as long as the Parties have not received notification of any actual or threatened commencement of any Legal Proceeding,
issuance of any order, or taking of any other action, by or on behalf of CFIUS that would seek to enjoin, prevent, restrain or otherwise prohibit the consummation of the Transactions. Previously, the Merger Agreement had required that Clause
(f) could be satisfied only if CFIUS affirmatively cleared the Transactions (i.e., a proactive CFIUS Action, as defined in the Merger Agreement). As amended, this Offer condition now would require Parent to complete the Offer if the
Parties have not received any notice that CFIUS objects to the closing of the Transaction as set forth above by the Expiration Date, and all of the Offer conditions are satisfied or waived, as may be applicable, at such time.
For background, this Transaction is not subject to any mandatory filing requirement with CFIUS. Rather, in the Merger Agreement, the Parties contractually
agreed to submit a joint voluntary notification filing (Joint Voluntary Notice) to CFIUS and to include as a condition of the Parents requirement to complete the Offer that the affirmative clearance of a CFIUS
Action, as defined in the Merger Agreement, must be obtained. The CFIUS review period for this Joint Voluntary Notice has been ongoing since August 2, 2022 approximately 135 days. On October 31, 2022, the Parties, after
conferring with CFIUS, voluntarily withdrew and refiled their Joint Voluntary