| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment No. 6 to Merger Agreement with invoX Pharma Extends End Date
On February 9, 2023, 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. 6 (“Amendment No. 6”) 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.
The purpose of Amendment No. 6 is to extend the End Date of the Merger Agreement in order to provide additional time for the Parties to complete negotiations with the Committee on Foreign Investment in the United States (“CFIUS”) on the definitive terms of a mitigation agreement and to complete the ongoing tender offer (the “Offer”) whose expiration date has been extended to February 22, 2023, unless further extended, as described below.
The Parties believe they are in the late stages of negotiating definitive terms of such mitigation agreement in order to permit the removal of CFIUS’s Interim Order. However, there can be no assurances that the Parties will reach agreement with CFIUS on a mitigation agreement.
Other than as expressly modified pursuant to Amendment No. 6, 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 (the “SEC”) 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. 6 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 6 attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Extension of Tender Offer Until February 22, 2023
On February 9, 2023, Purchaser, Parent and Guarantor extended the Offer to 5:00 p.m., Eastern Time, on February 22, 2023, unless further extended. The Offer was previously set to expire at 5:00 p.m., Eastern Time, on February 8, 2023. The purpose of the extension is to provide additional time for the Parties to complete their negotiations with CFIUS on the definitive terms of a mitigation agreement.
As of 5:00 p.m., Eastern Time, on February 8, 2023, the Depositary had advised Purchaser, Parent and Guarantor that shares of common stock of the Company representing approximately 70% of the outstanding shares of common stock of the Company had been validly tendered and not properly withdrawn from the Offer.
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
