UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 8, 2021
F-STAR THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-37718 | 52-2386345 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Eddeva B920 Babraham Research Campus |
Cambridge, United Kingdom |
CB22 3AT |
(Address of principal executive offices) |
+44-1223-497400
Registrant’s telephone number, including area code
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class) | (Trading Symbol) | (Name of each exchange on which registered) | ||
Common stock, $0.0001 par value | FSTX | The Nasdaq Stock Market (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01. | Entry Into a Material Definitive Agreement. |
On July 8, 2021, F-star Therapeutics, Inc. (the “Company” or “F-star”) issued a press release announcing that the Company entered into an exclusive licensing agreement with AstraZeneca plc (“AstraZeneca”), under which AstraZeneca will receive global rights to research, develop and commercialize next generation Stimulator of Interferon Genes (“STING”) inhibitor compounds. Under the terms of the agreement, the Company grants AstraZeneca exclusive access to the Company’s novel preclinical STING inhibitors. The Company will retain rights to all STING agonists, currently in clinical development for patients with cancer. F-star is eligible to receive upfront and near-term payments under the agreement of up to $12 million. In addition, F-star will be eligible for development and sales milestone payments of over $300 million, as well as single digit percentage royalty payments. Payments received by F-star are subject to a contingent value rights agreement (CVR 2), under which a percentage will be payable to stockholders of F-star that were previously stockholders of Spring Bank Pharmaceuticals, Inc. (“Spring Bank”) prior to the business combination between F-star and Spring Bank.
The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. The agreement will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2021.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is furnished with this report:
Exhibit | Description | |
99.1 | Press release dated July 8, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
F-STAR THERAPEUTICS, INC. | ||||||
Date: July 14, 2021 | /s/ Darlene Deptula-Hicks | |||||
Name: Darlene Deptula-Hicks | ||||||
Title: Chief Financial Officer |