मूलभूत आँकड़े
| LEI | 5493003TRY5HK3M6WH76 |
| CIK | 1566373 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to F-star Therapeutics Inc
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| March 20, 2023 |
15-12G 1 ss18594071512g.htm TERMINATION OF REGISTRATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-37718 F-STAR TH |
|
| March 17, 2023 |
FSTX / F-star Therapeutics Inc / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* F-Star Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 30315R107 (CUSIP Number) March 7, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
|
| March 9, 2023 |
As filed with the Securities and Exchange Commission on March 9, 2023 S-8 POS 1 d411053ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. 333-215122 Registration No. 333-234436 Registration No. 333-254884 Registration No. 333-258783 Registration No. 333-248487 Registration No. 333-212047 Registration No. 333-226508 Registration No. 333-243754 Registration No. 333-252396 Registration No. 333-263170 Registration N |
|
| March 9, 2023 |
Amended and Restated Certificate of Incorporation of F-star Therapeutics, Inc. EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF F-STAR THERAPEUTICS, INC. ARTICLE I Name The name of the corporation is F-star Therapeutics, Inc. (the “Corporation”). ARTICLE II Registered Office and Registered Agent The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware, 19801. |
|
| March 9, 2023 |
As filed with the Securities and Exchange Commission on March 9, 2023 POS AM As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. |
|
| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 19) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, |
|
| March 9, 2023 |
As filed with the Securities and Exchange Commission on March 9, 2023 As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. |
|
| March 9, 2023 |
As filed with the Securities and Exchange Commission on March 9, 2023 POS AM 1 d411053dposam.htm POS AM As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. 333-215122 Registration No. 333-234436 Registration No. 333-254884 Registration No. 333-258783 Registration No. 333-248487 Registration No. 333-212047 Registration No. 333-226508 Registration No. 333-243754 Registration No. 333-252396 Registration No. 333-263170 Registration No. |
|
| March 9, 2023 |
As filed with the Securities and Exchange Commission on March 9, 2023 S-8 POS 1 d411053ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. 333-215122 Registration No. 333-234436 Registration No. 333-254884 Registration No. 333-258783 Registration No. 333-248487 Registration No. 333-212047 Registration No. 333-226508 Registration No. 333-243754 Registration No. 333-252396 Registration No. 333-263170 Registration N |
|
| March 9, 2023 |
As filed with the Securities and Exchange Commission on March 9, 2023 POS AM As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. |
|
| March 9, 2023 |
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): March 8, 2023 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 |
|
| March 9, 2023 |
As filed with the Securities and Exchange Commission on March 9, 2023 POS AM As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. |
|
| March 9, 2023 |
Exhibit (a)(5)(e) INVOX PHARMA COMPLETES ACQUISITION OF F-STAR THERAPEUTICS, INC. London, March 9, 2023 – invoX Pharma Limited (“invoX”), a U.K.-based wholly-owned subsidiary of Sino Biopharmaceutical Limited (“Sino Biopharm”) (HKEX 1177 HK) with an advancing pipeline of innovative products, today announces that it has successfully completed the acquisition of F-star Therapeutics, Inc. (“F-star”) |
|
| March 9, 2023 |
As filed with the Securities and Exchange Commission on March 9, 2023 S-8 POS As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. |
|
| March 9, 2023 |
As filed with the Securities and Exchange Commission on March 9, 2023 S-8 POS 1 d411053ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. 333-215122 Registration No. 333-234436 Registration No. 333-254884 Registration No. 333-258783 Registration No. 333-248487 Registration No. 333-212047 Registration No. 333-226508 Registration No. 333-243754 Registration No. 333-252396 Registration No. 333-263170 Registration N |
|
| March 9, 2023 |
Press release dated March 9, 2023 EX-99.(a)(5)(N) Exhibit (a)(5)(N) INVOX PHARMA COMPLETES ACQUISITION OF F-STAR THERAPEUTICS, INC. London, March 9, 2023 – invoX Pharma Limited (“invoX”), a U.K.-based wholly-owned subsidiary of Sino Biopharmaceutical Limited (“Sino Biopharm”) (HKEX 1177 HK) with an advancing pipeline of innovative products, today announces that it has successfully completed the acquisition of F-star Therapeutics, |
|
| March 9, 2023 |
As filed with the Securities and Exchange Commission on March 9, 2023 As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. |
|
| March 9, 2023 |
Amended and Restated Bylaws of F-star Therapeutics, Inc. EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF F-STAR THERAPEUTICS, INC. Table of Contents Section Page ARTICLE I OFFICES Section 1.01. Registered Office 1 Section 1.02. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.01. Annual Meetings 1 Section 2.02. Special Meetings 1 Section 2.03. Notice of Meetings 2 Section 2.04. Waiver of Notice 2 Section 2.05. Adjournments 2 Sectio |
|
| March 9, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 19) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class |
|
| March 9, 2023 |
As filed with the Securities and Exchange Commission on March 9, 2023 POS AM 1 d411053dposam.htm POS AM As filed with the Securities and Exchange Commission on March 9, 2023 Registration No. 333-215122 Registration No. 333-234436 Registration No. 333-254884 Registration No. 333-258783 Registration No. 333-248487 Registration No. 333-212047 Registration No. 333-226508 Registration No. 333-243754 Registration No. 333-252396 Registration No. 333-263170 Registration No. |
|
| March 7, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 18) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class |
|
| March 7, 2023 |
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): March 7, 2023 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 |
|
| March 7, 2023 |
Press Release dated March 7, 2023. 99.(e) (21) Exhibit (e)(21) F-star Therapeutics Announces CFIUS Clearance for Proposed Acquisition by invoX Pharma Parties expect the merger to be completed promptly following the successful completion of the ongoing Tender Offer CAMBRIDGE, United Kingdom and CAMBRIDGE, Mass. – March 7, 2023 (Globe Newswire) F-star Therapeutics, Inc. (NASDAQ: FSTX) (“F-star” or the “Company”), a clinical-stage bio |
|
| March 7, 2023 |
EX-99.1 Exhibit 99.1 F-star Therapeutics Announces CFIUS Clearance for Proposed Acquisition by invoX Pharma Parties expect the merger to be completed promptly following the successful completion of the ongoing Tender Offer CAMBRIDGE, United Kingdom and CAMBRIDGE, Mass. – March 7, 2023 (Globe Newswire) F-star Therapeutics, Inc. (NASDAQ: FSTX) (“F-star” or the “Company”), a clinical-stage biopharmac |
|
| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 18) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, |
|
| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 17) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, |
|
| March 6, 2023 |
Exhibit (d)(16) Execution Version AMENDMENT NO. 8 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 8 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of March 5, 2023, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Pu |
|
| March 6, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): March 6, 2023 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 |
|
| March 6, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 17) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class |
|
| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 16) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, |
|
| February 23, 2023 |
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): February 22, 2023 F-STAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37718 52-2386345 (State or other jurisdiction of incorporation) (Commis |
|
| February 23, 2023 |
Exhibit (d)(15) Execution Version AMENDMENT NO. 7 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 7 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of February 22, 2023, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent |
|
| February 23, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 16) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class |
|
| February 14, 2023 |
SC 13G/A 1 tm234702d3sc13ga.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. 4) UNDER THE SECURITIES EXCHANGE ACT OF 19341 F-star Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 30315R 107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stat |
|
| February 14, 2023 |
SC 13G/A 1 tm234702d3sc13ga.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. 4) UNDER THE SECURITIES EXCHANGE ACT OF 19341 F-star Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 30315R 107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stat |
|
| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 15) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, |
|
| February 9, 2023 |
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): February 9, 2023 F-STAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37718 52-2386345 (State or other jurisdiction of incorporation) (Commiss |
|
| February 9, 2023 |
Exhibit (d)(14) Execution Version AMENDMENT NO. 6 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 6 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of February 9, 2023, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent ( |
|
| February 9, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 15) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class |
|
| February 1, 2023 |
Amendment No. 5 to Agreement and Plan of Merger, dated January 31, 2023 EX-99.(e)(20) Exhibit (e)(20) AMENDMENT NO. 5 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 5 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of January 31, 2023, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Pur |
|
| February 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 14) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, |
|
| February 1, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): January 31, 2023 F-STAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37718 52-2386345 (State or other jurisdiction of incorporation) (Commiss |
|
| February 1, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 14) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class |
|
| February 1, 2023 |
Exhibit (d)(13) Execution Version AMENDMENT NO. 5 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 5 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of January 31, 2023, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent ( |
|
| January 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 13) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securi |
|
| January 18, 2023 |
SC TO-T/A 1 ss1680030sctota.htm AMENDMENT NO. 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 13) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (N |
|
| December 30, 2022 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 12) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class |
|
| December 30, 2022 |
EX-99.(D)(12) 2 ss1637705ex99d12.htm AMENDMENT NO. 4 Exhibit (d)(12) Execution Version AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of December 30, 2022, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware |
|
| December 30, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): December 30, 2022 F-STAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37718 52-2386345 (State or other jurisdiction of incorporation) (Commis |
|
| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 12) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, |
|
| December 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 11) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, |
|
| December 29, 2022 |
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): December 29, 2022 F-STAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37718 52-2386345 (State or other jurisdiction of incorporation) (Commis |
|
| December 29, 2022 |
SC 14D9/A 1 d268339dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 11) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $ |
|
| December 21, 2022 |
Exhibit (d)(11) Execution Version AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?) is entered into as of December 20, 2022, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (?Parent?), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent |
|
| December 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, |
|
| December 21, 2022 |
Amendment No. 3 to Agreement and Plan of Merger, dated December 20, 2022. EX-2.1 2 d439272dex21.htm EX-2.1 Exhibit 2.1 AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of December 20, 2022, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary |
|
| December 21, 2022 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 10) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class |
|
| December 21, 2022 |
Amendment No. 3 to Agreement and Plan of Merger, dated December 20, 2022. Exhibit (e)(18) AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?) is entered into as of December 20, 2022, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (?Parent?), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (?Purchaser?), and |
|
| December 21, 2022 |
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): December 20, 2022 F-STAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37718 52-2386345 (State or other jurisdiction of incorporation) (Commis |
|
| December 19, 2022 |
Exhibit (d)(10) Execution Version AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of December 19, 2022, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent |
|
| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, $ |
|
| December 19, 2022 |
SC 14D9/A 1 d430473dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 9) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0 |
|
| December 19, 2022 |
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): December 19, 2022 F-STAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37718 52-2386345 (State or other jurisdiction of incorporation) (Commis |
|
| December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 8) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securit |
|
| December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, $ |
|
| November 21, 2022 |
EX-2.1 Exhibit 2.1 Execution Version AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of November 20, 2022, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent |
|
| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 7) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securit |
|
| November 21, 2022 |
SC TO-T/A 1 ss1535597sctota.htm AMENDMENT NO. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Nam |
|
| November 21, 2022 |
Amendment No. 1 to Agreement and Plan of Merger, dated November 20, 2022. EX-99.1(e)(16) Exhibit (e)(16) Execution Version AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of November 20, 2022, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidia |
|
| November 21, 2022 |
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): November 20, 2022 F-STAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37718 52-2386345 (State or other jurisdiction of incorporation) (Commis |
|
| November 10, 2022 |
s UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q s UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37718 F-STAR THERAPEUTICS, INC. |
|
| November 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, $ |
|
| November 1, 2022 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 6) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class |
|
| November 1, 2022 |
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): November 1, 2022 F-STAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37718 52-2386345 (State or other jurisdiction of incorporation) (Commiss |
|
| October 24, 2022 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class |
|
| October 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, $ |
|
| October 3, 2022 |
SC 14D9/A 1 d372390dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0 |
|
| September 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securit |
|
| September 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, $ |
|
| September 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A AMENDMENT NO. |
|
| September 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-377 |
|
| September 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A AMENDMENT NO. |
|
| September 9, 2022 |
F-STAR THERAPEUTICS, INC. Eddeva B920 Babraham Research Campus Cambridge, CB22 3AT, United Kingdom F-STAR THERAPEUTICS, INC. Eddeva B920 Babraham Research Campus Cambridge, CB22 3AT, United Kingdom September 9, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Al Pavot and Terence O?Brien RE: F-star Therapeutics, Inc. (the ?Company?) Form 10-K for the year ended December 31, 2021 File No. 001-3771 |
|
| August 11, 2022 |
F-star Therapeutics Reports Second Quarter 2022 Financial Results and Corporate Highlights Exhibit 99.1 F-star Therapeutics Reports Second Quarter 2022 Financial Results and Corporate Highlights ? Previously announced agreement for F-star Therapeutics to be acquired by invoX Pharma; transaction expected to close in the second half of 2022 ? License Agreement with Takeda to Develop and Commercialize a Novel Next-Generation Immuno-Oncology Bispecific Antibody Therapeutic ? FS118 Cleared t |
|
| August 11, 2022 |
s UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q s UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37718 F-STAR THERAPEUTICS, INC. |
|
| August 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 11, 2022 F-STAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37718 52-2386345 (State or other jurisdiction of incorporation) (Commissi |
|
| August 4, 2022 |
SC 14D9/A 1 d348245dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0 |
|
| August 4, 2022 |
INVOX PHARMA EXTENDS TENDER OFFER TO ACQUIRE F-STAR THERAPEUTICS, INC. Exhibit (a)(5)(m) INVOX PHARMA EXTENDS TENDER OFFER TO ACQUIRE F-STAR THERAPEUTICS, INC. |
|
| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, $ |
|
| August 4, 2022 |
Exhibit (a)(5)(d) INVOX PHARMA Extends Tender Offer TO ACQUIRE F-STAR THERAPEUTICS, INC. |
|
| July 25, 2022 |
Letter Agreement by and between invoX Pharma and Louis Kayitalire, dated July 25, 2022.” Exhibit (e)(15) Dated: 25 July, 2022 To: Dr. Louis Kayitalire Strictly Private and confidential Delivered by Email Dear Louis Incentive Award I refer to the recent announcement by F-Star Therapeutics on 22 June 2022, regarding the agreement between: ? F-Star Therapeutics Inc., (the ?Company?); ? invoX Pharma Limited, a private limited company incorporated under the laws of England and Wales (?invo |
|
| July 25, 2022 |
Letter Agreement by and between invoX Pharma and Darlene Deptula-Hicks, dated July 25, 2022. Exhibit (e)(14) Dated: July 25, 2022 To: Darlene Deptula-Hicks Crimson Consulting, LLC 30 Crane Crossing Road Plaistow, NH 03865 Dear Darlene: This letter memorializes an arrangement relating to your service with F-Star Therapeutics Inc. |
|
| July 25, 2022 |
Form of Company Email to EMI Optionholders Exhibit (a)(5)(L) FORM OF COMPANY EMAIL TO EMI OPTION HOLDERS Dear EMI Option Holder, I am writing to provide further instructions relating specifically to your EMI Options under the 2019 F-star Therapeutics Equity Incentive Plan which requires immediate action. |
|
| July 25, 2022 |
Letter Agreement, dated July 25, 2022, by and between Parent and Louis Kayitalire Exhibit (d)(8) Dated: 25 July, 2022 To: Dr. Louis Kayitalire Strictly Private and confidential Delivered by Email Dear Louis Incentive Award I refer to the recent announcement by F-Star Therapeutics on 22 June 2022, regarding the agreement between: ? F-Star Therapeutics Inc., (the ?Company?); ? invoX Pharma Limited, a private limited company incorporated under the laws of England and Wales (?invoX |
|
| July 25, 2022 |
Exhibit (a)(5)(K) FORM OF INSTRUCTION FOR EXERCISE OF EMI OPTIONS AND TENDER OF EMI OPTION SHARES THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. |
|
| July 25, 2022 |
Exhibit (a)(5)(J) LETTER TO CERTAIN OF THE HOLDERS OF EMI OPTIONS GRANTED UNDER THE F-STAR THERAPEUTICS, INC. |
|
| July 25, 2022 |
Letter Agreement, dated July 25, 2022, by and between Parent and Darlene Deptula-Hicks Exhibit (d)(7) Dated: July 25, 2022 To: Darlene Deptula-Hicks Crimson Consulting, LLC [*****] [*****] Dear Darlene: This letter memorializes an arrangement relating to your service with F-Star Therapeutics Inc. |
|
| July 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securit |
|
| July 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, $ |
|
| July 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, $ |
|
| July 8, 2022 |
Press Release Announcing Commencement of Tender Offer issued by Parent on July 8, 2022 Exhibit (a)(5)(c) invoX Pharma Commences Tender Offer for F-star Therapeutics, Inc. |
|
| July 7, 2022 |
Exhibit (d)(4) ? Confidentiality and Non-Disclosure Agreement ? For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the undersigned recipient (?Recipient?) covenants and agrees, on behalf of itself and its Representatives (as defined below), as follows: ? Recipient is contemplating a possible negotiated business transaction, including a possible business combination (the ?Transaction?), with F-star Therapeutics,?Inc. |
|
| July 7, 2022 |
? Exhibit (a)(1)(e)? Offer to Purchase All Outstanding Shares of Common Stock of F-STAR THERAPEUTICS, INC. |
|
| July 7, 2022 |
Exhibit (d)(5) Tel: +44 (0)1223 497400 Fax: +44 (0)1223 497461 [email protected] F-star Therapeutics Limited Eddeva B920 Babraham Research Campus Cambridge CB22 3AT United Kingdom www.f-star.com STRICTLY PRIVATE & CONFIDENTIAL Eliot Forster Red House West Sotwell Street Brightwell cum Sotwell Oxfordshire OX10 0RG June 22, 2022 RE: Transition Services Agreement Dear Eliot, I am writing to set ou |
|
| July 7, 2022 |
Form of Securities Purchase Agreement, by and among Purchaser, Parent, SBP and the Company Exhibit?(d)(2) ? SECURITIES PURCHASE AGREEMENT ? This Securities Purchase Agreement (this ?Agreement?) is dated as of [ ], 2022 (the ?Effective Date?), among invoX Pharma Limited, a private limited company organized under the laws of England and Wales (?Purchaser?), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Purchaser (?Merger Sub?), Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (?Guarantor?), and F-star Therapeutics,?Inc. |
|
| July 7, 2022 |
? Exhibit (a)(1)(b)? LETTER OF TRANSMITTAL To Tender Shares of Common Stock of F-STAR THERAPEUTICS, INC. |
|
| July 7, 2022 |
Power of Attorney for SBP, dated as of June 22, 2022 Exhibit (a)(1)(g) POWER OF ATTORNEY This Power of Attorney is granted on June 22, 2022 by Sino Biopharmaceutical Limited (the ?Company?), a company incorporated in the Cayman Islands and registered in Hong Kong, and whose registered office is at Unit 09, 41/F, Office Tower, Convention Plaza, 1 Harbour Rd, Wanchai, Hong Kong. |
|
| July 7, 2022 |
Exhibit (d)(6) Tel: +44 (0)1223 497400 Fax: +44 (0)1223 497461 [email protected] F-star Therapeutics Limited Eddeva B920 Babraham Research Campus Cambridge CB22 3AT United Kingdom www.f-star.com STRICTLY PRIVATE & CONFIDENTIAL NEIL BREWIS 1 Glebe Close Cambridge CB1 7BQ Strictly Private & Confidential June 22, 2022 RE: Amendments to Employment Contract Including Certain Retention and Performanc |
|
| July 7, 2022 |
Confidentiality and Non-Disclosure Agreement Exhibit (e)(3) Confidentiality and Non-Disclosure Agreement For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the undersigned recipient (?Recipient?) covenants and agrees, on behalf of itself and its Representatives (as defined below), as follows: Recipient is contemplating a possible negotiated business transaction, including a possible business combination (the ?Transaction?), with F-star Therapeutics, Inc. |
|
| July 7, 2022 |
Press Release Announcing Commencement of Tender Offer issued by Parent on July 7, 2022.* Exhibit (a)(5)(c) invoX Pharma Commences Tender Offer for F-star Therapeutics, Inc. |
|
| July 7, 2022 |
Summary Advertisement as published in The New York Times on July 7, 2022 Exhibit (a)(1)(f) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as described below). |
|
| July 7, 2022 |
Form of Notice of Guaranteed Delivery ? Exhibit (a)(1)(c)? NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of F-STAR THERAPEUTICS, INC. |
|
| July 7, 2022 |
F-star Therapeutics, Inc. Eddeva B920 Babraham Research Campus Cambridge, CB22 3AT, United Kingdom Exhibit (a)(5)(I) F-star Therapeutics, Inc. Eddeva B920 Babraham Research Campus Cambridge, CB22 3AT, United Kingdom July 7, 2022 Dear Stockholder: We are pleased to inform you that, on June 22, 2022, F-star Therapeutics, Inc. (?F-star?) entered into a definitive Agreement and Plan of Merger (the ?Merger Agreement?) with invoX Pharma Limited (?Parent?), Fennec Acquisition Incorporated (?Purchaser? |
|
| July 7, 2022 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE TO? Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ? F-STAR THERAPEUTICS, INC. (Name of Subject Company)? SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Common Stock, $0.0001 p |
|
| July 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 F-STAR THERAPEUTICS, INC. (Name of Subject Company) F-STAR THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 30315R107 (CU |
|
| July 7, 2022 |
EX-FILING FEES 14 tm2219411d2ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Names of Filing Persons (Offerors)) Table 1 – Transaction Value Transaction Valuation* Fee Rate Amount of Filing Fee Fees |
|
| July 7, 2022 |
Offer to Purchase, dated July 7, 2022 TABLE OF CONTENTS Exhibit (a)(1)(a)? Offer To Purchase All Outstanding Shares of Common Stock of F-star Therapeutics, Inc. |
|
| July 7, 2022 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees ? Exhibit (a)(1)(d)? Offer to Purchase All Outstanding Shares of Common Stock of F-STAR THERAPEUTICS, INC. |
|
| June 23, 2022 |
EX-99.2 4 d281525dex992.htm EX-99.2 Exhibit 99.2 Confidential TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of [•], 2022, is entered into by and among [PARENT], a [] organized under the laws of [] (“Parent”), [PURCHASER], a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and each of the individuals or entities set forth on S |
|
| June 23, 2022 |
Exhibit 99.1 Email from Eliot Forster, Chief Executive Officer of the Company to commercial partners on June 23, 2022 Dear X, I?m writing to share the exciting news that invoX Pharma will acquire F-star?s pioneering next generation bispecific discovery platform. The transaction is expected to close in the second half of 2022. This is great news for patients, for our team, and our shareholders, wit |
|
| June 23, 2022 |
Email from Eliot Forster, Chief Executive Officer of the Company to staff on June 23, 2022 EX-99.2 3 d236905dex992.htm EX-99.2 Exhibit 99.2 Email from Eliot Forster, Chief Executive Officer of the Company to staff on June 23, 2022 Dear all, Many thanks to those of you who joined us a little earlier to hear the exciting news that invoX will acquire F-star Therapeutics Inc, and along with it the talent and capabilities driving and supporting our pioneering next generation bispecific disco |
|
| June 23, 2022 |
Announcements by the Company and the Company’s management via LinkedIn on June 23, 2022 Exhibit 99.3 Announcements by the Company and the Company?s management via LinkedIn on June 23, 2022 Forward-Looking Statements This communication 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, wit |
|
| June 23, 2022 |
Presentation by the Company at Employee Meeting on June 23, 2022 EX-99.5 6 d236905dex995.htm EX-99.5 Exhibit 99.5 Presentation by the Company at Employee Meeting on June 23, 2022 Company Introduction June 2022 Sino Biopharm: an established company, a long term vision In Numbers Key China Subsidiaries Manufacturing Footprint • US$4.0 billion Total Revenue 11 R&D and manufacturing centers • US$2.5 billion Net Profit • 3 + 2 Therapeutic Areas • 3,200 R&D staff Cov |
|
| June 23, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 F-STAR THERAPEUTICS, INC. (Name of Subject Company) SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATED (Name of Filing Persons (Offerors)) Common Stock, par value $0.0001 per share (Title of Clas |
|
| June 23, 2022 |
EX-99.1 3 d281525dex991.htm EX-99.1 Exhibit 99.1 INVOX PHARMA TO ACQUIRE F-STAR THERAPEUTICS, INC. A PIONEERING NEXT GENERATION BISPECIFIC DISCOVERY PLATFORM AND CLINICAL PROGRAMS June 23, 2022 • Proposed ~US$161 million all-cash acquisition to accelerate invoX’s strategy to build Sino Biopharm’s International Biopharmaceutical R&D Platform outside of China, transforming the lives of patients worl |
|
| June 23, 2022 |
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): June 22, 2022 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 |
|
| June 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 F-Star Therapeutics, Inc. (Name of Subject Company) F-Star Therapeutics, Inc. (Names of Person Filing Statement) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 30315R107 (C |
|
| June 23, 2022 |
Exhibit (A)(5)(A) INVOX PHARMA TO ACQUIRE F-STAR THERAPEUTICS, INC. A PIONEERING NEXT GENERATION BISPECIFIC DISCOVERY PLATFORM AND CLINICAL PROGRAMS June 23, 2022 · Proposed ~US$161 million all-cash acquisition to accelerate invoX’s strategy to build Sino Biopharm’s International Biopharmaceutical R&D Platform outside of China, transforming the lives of patients worldwide · The transaction demonst |
|
| June 23, 2022 |
EX-2.1 2 d281525dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among: F-STAR THERAPEUTICS, INC., a Delaware corporation; INVOX PHARMA LIMITED, a private limited company organized under the laws of England and Wales; FENNEC ACQUISITION INCORPORATED, a Delaware corporation; and solely for purposes of Sections 6.5 and 9.11 SINO BIOPHARMACEUTICAL LIMITED; a company organiz |
|
| June 23, 2022 |
Exhibit (A)(5)(B) Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. |
|
| June 23, 2022 |
Announcements by the Company and the Company’s management via Twitter on June 23, 2022 EX-99.4 5 d236905dex994.htm EX-99.4 Exhibit 99.4 Announcements by the Company and the Company’s management via Twitter on June 23, 2022 Forward-Looking Statements This communication 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 forw |
|
| June 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 F-Star Therapeutics, Inc. (Name of Subject Company) F-Star Therapeutics, Inc. (Names of Person Filing Statement) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 30315R107 (C |
|
| June 16, 2022 |
Submission of Matters to a Vote of Security Holders 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): June 16, 2022 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 |
|
| May 10, 2022 |
EX-10.2 3 fstx-ex102.htm EX-10.2 Exhibit 10.2 F-star Therapeutics Inc 245 First Street Riverview II Floor 18 Cambridge, MA 02142 USA www.f-star.com Darlene Deptula-Hicks Crimson Consulting, LLC Addresses 6 April 2022 Dear Darlene, Amendment to Consulting Agreement I am writing to confirm an Amendment to your August 1, 2021 Consulting Agreement with the Company (the “Consulting Agreement”) with eff |
|
| May 10, 2022 |
F-star Therapeutics Reports First Quarter 2022 Financial Results and Provides Corporate Update EX-99.1 2 d322315dex991.htm EX-99.1 Exhibit 99.1 F-star Therapeutics Reports First Quarter 2022 Financial Results and Provides Corporate Update • Four Clinical Readouts Anticipated Throughout 2022 • Mechanistic Data on FS118 Demonstrating Shedding Mechanism and LAG-3 Reduction Presented at the 2022 American Association for Cancer Research (AACR) Annual Meeting • Company To Host Conference Call Tod |
|
| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 10, 2022 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 |
|
| May 10, 2022 |
Exhibit 10.5 F-star Therapeutics Inc 245 First Street Riverview II Floor 18 Cambridge, MA 02142 USA www.f-star.com STRICTLY PRIVATE & CONFIDENTIAL Louis Kayitalire Addresses 1 April 2022 Dear Louis Amendment to the Indefinite Term Employment Contract / Amendement au contrat de travail ? dur?e ind?termin?e I am writing to confirm an Amendment to your Service Agreement with effect from 31 March 2022 |
|
| May 10, 2022 |
Exhibit 10.3 STRICTLY PRIVATE & CONFIDENTIAL Neil Brewis Addresses 6 April 2022 Tel: +44 (0)1223 497400 Fax: +44 (0)1223 497461 [email protected] F-star Therapeutics Limited Eddeva B920 Babraham Research Campus Cambridge CB22 3AT United Kingdom www.f-star.com Dear Neil Amendment to Service Agreement I am writing to confirm an Amendment to your Service Agreement with effect from 31 March 2022. T |
|
| May 10, 2022 |
Exhibit 10.1 Tel: +44 (0)1223 497400 Fax: +44 (0)1223 497461 [email protected] F-star Therapeutics Limited Eddeva B920 Babraham Research Campus Cambridge CB22 3AT United Kingdom www.f-star.com STRICTLY PRIVATE & CONFIDENTIAL Eliot Forster Addresses 6 April 2022 Dear Eliot Amendment to Service Agreement I am writing to confirm an Amendment to your Service Agreement with effect from 31 March 2022 |
|
| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37718 F-STAR THERAPEUTICS, INC. |
|
| May 10, 2022 |
Exhibit 10.4 ADDENDUM TO THE INDEFINITE- TERM EMPLOYMENT CONTRACT AVENANT AU CONTRAT DE TRAVAIL ? DUR?E IND?TERMIN?E BETWEEN ENTRE F-star Therapeutics Inc, having its registered office 245 First Street, Riverview ll, 18th Floor, Cambridge, Massachusetts 02142, U.S.A, registered with the Companies and Commercial Registry of Delaware under no. 52- 2386345 F-star Therapeutics Inc, dont le si?ge socia |
|
| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
|
| April 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
|
| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-37718 F-STAR THERAPEU |
|
| March 15, 2022 |
Form of Performance Share Unit Grant Notice and Agreement under the 2019 Equity Incentive Plan Exhibit 10.36 PERFORMANCE SHARE UNIT GRANT NOTICE F-STAR THERAPEUTICS, INC. 2019 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]8 Capitalized terms not specifically defined in this Performance Share Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2019 Equity Incentive Plan [Non-Employee Sub-Plan]9 (as amended from time to time, the ?Plan?) of F-star Therapeutics, Inc., |
|
| March 15, 2022 |
Form of Option Agreement under the 2019 Equity Incentive Plan EX-10.34 4 fstx-ex1034.htm EX-10.34 Exhibit 10.34 F-STAR THERAPEUTICS, INC. 2019 EQUITY INCENTIVE PLAN [:NON- EMPLOYEE SUB-PLAN]1 Capitalized terms not specifically defined in this Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2019 Equity Incentive Plan [:Non-Employee Sub-Plan]2 (as amended from time to time, the “Plan”) of F-star Therapeutics, Inc., a Delaware co |
|
| March 15, 2022 |
Description of Registered Securities EX-4.5 2 fstx-ex45.htm EX-4.5 Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED F-star Therapeutics, Inc. (the “Company” or “we”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.0001 per share. DESCRIPTION OF COMMON STO |
|
| March 15, 2022 |
Form of Restricted Share Grant Notice and Agreement under the 2019 Equity Incentive Plan EX-10.35 5 fstx-ex1035.htm EX-10.35 Exhibit 10.35 RESTRICTED SHARE GRANT NOTICE F-STAR THERAPEUTICS, INC. 2019 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]4 Capitalized terms not specifically defined in this Restricted Share Grant Notice (the “Grant Notice”) have the meanings given to them in the 2019 Equity Incentive Plan [Non-Employee Sub-Plan]5 (as amended from time to time, the “Plan”) of F- |
|
| March 15, 2022 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Organization Percentage Ownership SBP Securities Corporation Massachusetts 100% F-star Therapeutics Limited England and Wales 100% |
|
| March 15, 2022 |
Exhibit 10.28 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the ?Agreement?) by and between F-star Therapeutics, Inc. (?Client?) and Crimson Consulting, LLC and Darlene Deptula-Hicks, an individual (?Consultant?) is effective as of August 1, 2021 (the ?Effective Date?). RECITALS WHEREAS the parties desire for the Client to engage Consultant to perform the services described herein and for Consul |
|
| March 15, 2022 |
Form of Restricted Share Unit Grant Notice and Agreement under the 2019 Equity Incentive Plan Exhibit 10.37 RESTRICTED SHARE UNIT GRANT NOTICE F-STAR THERAPEUTICS, INC. 2019 EQUITY INCENTIVE PLAN [:NON-EMPLOYEE SUB-PLAN]12 Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2019 Equity Incentive Plan [Non-Employee Sub-Plan]13 (as amended from time to time, the ?Plan?) of F-star Therapeutics, Inc., |
|
| March 14, 2022 |
Exhibit 99.1 F-star Therapeutics Reports Full-Year 2021 Financial Results and Provides Corporate Update Multiple Clinical Program Updates Expected in 2022 Continued Expansion of Leading Bispecific Antibody IP Estate Two New Significant Partnerships with Janssen and AstraZeneca Company to Host Conference Call Today at 9 a.m. EST CAMBRIDGE, United Kingdom and CAMBRIDGE, Mass., March 14, 2022 (GLOBE |
|
| March 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 14, 2022 F-STAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37718 52-2386345 (State or other jurisdiction of incorporation) (Commissio |
|
| March 1, 2022 |
Form of Restricted Stock Unit Award Agreement F-STAR THERAPEUTICS, INC. INDUCEMENT GRANT GRANT NOTICE - RESTRICTED SHARE UNITS Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the [Offer Letter/Service Agreement] dated [ ] between F-star Therapeutics, Inc. (the ?Company?) and James Sandy. As an inducement to join the Company, the Company has granted t |
|
| March 1, 2022 |
Calculation of registration fee Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) F-star Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Title of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, $0.0001 par value - 2019 Equity In |
|
| March 1, 2022 |
Form of Nonqualified Stock Option Award Agreement NQ OPTION GRANT NOTICE INDUCEMENT GRANT F-STAR THERAPEUTICS INC. Capitalized terms not specifically defined in this Option Grant Notice (the ?Grant Notice?) have the meanings given to them in the Offer Letter/Service Agreement between F-star Therapeutics, Inc. (the ?Company?) and James Sandy. As an inducement to join the Company, the Company has granted to the participant listed below (?Participan |
|
| March 1, 2022 |
As filed with the Securities and Exchange Commission on March 1, 2022 As filed with the Securities and Exchange Commission on March 1, 2022 REGISTRATION NO. |
|
| February 15, 2022 |
FSTX / F-Star Therapeutics Inc / Rock Springs Capital Management LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
|
| February 14, 2022 |
EX-99.1 2 f020822b.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf |
|
| February 14, 2022 |
FSTX / F-Star Therapeutics Inc / Boxer Capital, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* F-Star Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 30315R107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
|
| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* F-star Therapeutics, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 30315R 107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rul |
|
| February 14, 2022 |
240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) F-Star Therapeutics, Inc. (Title of Class of Securities) Common Stock, $0.0001 Par Va |
|
| February 14, 2022 |
FSTX / F-Star Therapeutics Inc / Ridgeback Capital Investments L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. |
|
| February 10, 2022 |
FSTX / F-Star Therapeutics Inc / GLAXOSMITHKLINE PLC - AMENDMENT TO SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1- Exit Filing)* F-Star Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) December 31, 2021 30315R 107 (CUSIP Number) (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
|
| February 8, 2022 |
FSTX / F-Star Therapeutics Inc / Merck KGaA Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* F-star Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 30315R 107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
|
| January 6, 2022 |
EX-99.1 2 d269231dex991.htm EX-99.1 Exhibit 99.1 For Immediate Release F-star Therapeutics Announces Merck KGaA, Darmstadt, Germany Exercises a Fourth Licensing Option in Immuno-Oncology Collaboration Cambridge, United Kingdom and Cambridge, Mass. – January 05, 2022—F-star Therapeutics, Inc. (NASDAQ: FSTX), a clinical-stage biopharmaceutical company dedicated to developing next generation bispecif |
|
| January 6, 2022 |
Financial Statements and Exhibits, Other Events 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): January 5, 2022 F-STAR THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37718 52-2386345 (State or other jurisdiction of incorporation) (Commissi |
|
| November 12, 2021 |
ns Combination Control IgG PD-1 mAb FS120 surrogate Exhibit 99.2 FS120, an OX40/CD137 tetravalent bispecific dual agonist antibody, synergistically increases the antitumor activity of anti-PD-1 in preclinical studies 1. FS120 MoA 5. Disease control T cell helper activity 4. PD-1 mAb blocks resistance 3. PD-1:PD-L1 immunosupression FS120 surrogate Upregulates T cell PD-1 Expression Mixed Lymphocyte Reaction (MLR) CD4+ T cell Assay (SEA) CD8+ Antigen |
|
| November 12, 2021 |
Exhibit 99.1 F-star Therapeutics to Present at The Society for Immunotherapy of Cancer (SITC) 2021 Conference Dr. Michelle Morrow to present on F-star?s Proprietary Bispecific Platform including FS118, our LAG-3/PD-L1 Bispecific Poster Presentation of Preclinical Data Demonstrates Potential for F-star?s FS120 First-in-Class OX40/CD137 Tetravalent Dual T Cell Agonist in Combination with Anti-PD-1 C |
|
| November 12, 2021 |
Financial Statements and Exhibits, Other Events 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): November 12, 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) (Commis |
|
| November 10, 2021 |
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): November 10, 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) (Commis |
|
| November 10, 2021 |
License Agreement between F-star Therapeutics, Inc. and Astrazeneca AB, dated as of July7, 2021. Exhibit 10.2 Confidential Treatment Requested by F-star Therapeutics, Inc. Pursuant to 17 C.F.R. Section 200.83 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. LICENSE AGREEMENT between F-STAR THERAPEUTICS, INC. and ASTRAZENE |
|
| November 10, 2021 |
Q4 2021 Next Generation Immunotherapies. Overcoming Cancer. Exhibit 99.2 Certain statements contained in this communication regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These include statements regardi |
|
| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37718 F-STAR THERAPEUTICS, INC. |
|
| November 10, 2021 |
Exhibit 10.3 Confidential Treatment Requested by F-star Therapeutics, Inc. Pursuant to 17 C.F.R. Section 200.83 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. LICENSE AND COLLABORATION AGREEMENT between F-Star Therapeutics L |
|
| November 10, 2021 |
Exhibit 99.1 F-star Therapeutics Reports Third Quarter 2021 Financial Results and Provides Corporate Update Company to Host Conference Call Today at 9 a.m. EST CAMBRIDGE, United Kingdom and CAMBRIDGE, Mass., November 10, 2021 (GLOBE NEWSWIRE) - F-star Therapeutics, Inc. (NASDAQ: FSTX), a clinical-stage biopharmaceutical company dedicated to developing next generation bispecific immunotherapies to |
|
| October 20, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 20, 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) (Commiss |
|
| October 20, 2021 |
Exhibit 99.1 F-star Therapeutics Announces License Agreement with Janssen to Develop and Commercialize Multiple Next Generation Bispecific Antibody Therapeutics CAMBRIDGE, United Kingdom and CAMBRIDGE, Mass. ? October 20, 2021 ? (Globe Newswire) F-star Therapeutics, Ltd. (NASDAQ: FSTX) (?F-star? or the ?Company?), a clinical-stage biopharmaceutical company dedicated to developing next generation i |
|
| August 19, 2021 |
F-STAR THERAPEUTICS, INC. Eddeva B920 Babraham Research Campus Cambridge, CB22 3AT, United Kingdom F-STAR THERAPEUTICS, INC. Eddeva B920 Babraham Research Campus Cambridge, CB22 3AT, United Kingdom August 19, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: David Gessert RE: F-star Therapeutics, Inc. Registration Statement on Form S-3 Filed August 13, 2021 File No. 333-258783 Acceleration Request |
|
| August 17, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): August 13, 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) (Commissi |
|
| August 13, 2021 |
Exhibit 10.1 [Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.] Confidential From: Denali Therapeutics Inc. 161 Oyster Point Blvd. South San Francisco CA 94080 U.S.A |
|
| August 13, 2021 |
Sales Agreement, dated as of August 13, 2021, by and between the Registrant and SVB Leerink Exhibit 1.2 F-STAR THERAPEUTICS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT August 13, 2021 SVB LEERINK LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: F-star Therapeutics, Inc. (formerly known as Spring Bank Pharmaceuticals, Inc. (?Spring Bank?)), a Delaware corporation (the ?Company?, with all references in this agreement |
|
| August 13, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37718 F-STAR THERAPEUTICS, INC. |
|
| August 13, 2021 |
As filed with the Securities and Exchange Commission on August 13, 2021 Table of Contents As filed with the Securities and Exchange Commission on August 13, 2021 Registration No. |
|
| August 13, 2021 |
Form of Subordinated Indenture Exhibit 4.7 F-STAR THERAPEUTICS, INC. Issuer AND [?] Trustee INDENTURE Dated as of [?] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 3 |
|
| August 13, 2021 |
Exhibit 4.6 F-STAR THERAPEUTICS, INC. Issuer AND [●] Trustee INDENTURE Dated as of [●] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). |
|
| August 12, 2021 |
Exhibit 99.1 F-star Therapeutics Reports Second Quarter 2021 Financial Results and Provides Corporate Update Company to Host Conference Call Today at 9 a.m. EDT CAMBRIDGE, United Kingdom and CAMBRIDGE, Mass., August 12, 2021 (GLOBE NEWSWIRE) ? F-star Therapeutics, Inc. (NASDAQ: FSTX), a clinical-stage biopharmaceutical company dedicated to developing next generation bispecific immunotherapies to t |
|
| August 12, 2021 |
Q3 2021 Next Generation Immunotherapies. Overcoming Cancer. Exhibit 99.2 Certain statements contained in this communication regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These include statements regardi |
|
| August 12, 2021 |
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): August 12, 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) (Commissi |
|
| July 14, 2021 |
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 |
|
| July 14, 2021 |
Exhibit 99.1 F-star Therapeutics Enters into Exclusive Licensing Agreement with AstraZeneca for Novel STING Inhibitors July 8, 2021 CAMBRIDGE, United Kingdom and CAMBRIDGE, Mass., July 08, 2021 (GLOBE NEWSWIRE) ? F-star Therapeutics, Inc. (NASDAQ: FSTX) (?F-star? or the ?Company?), a clinical-stage biopharmaceutical company dedicated to developing next generation bispecific immunotherapies to tran |
|
| June 4, 2021 |
Submission of Matters to a Vote of Security Holders 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): June 4, 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 |
|
| May 26, 2021 |
FSTX / F-Star Therapeutics Inc / Cooperatieve AESCAP Venture I U.A. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* F-STAR THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 30315R 107 (CUSIP Number) Hans Bosman Chief Financial Off |
|
| May 26, 2021 |
Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Shares of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule |
|
| May 18, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi |
|
| May 18, 2021 |
240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) F-star Therapeutics, Inc. (Title of Class of Securities) Common Stock, $0.0001 Par Val |
|
| May 17, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37718 F-STAR THERAPEUTICS, INC. |
|
| May 17, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 17, 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 |
|
| May 17, 2021 |
Exhibit 10.1 VENTURE LOAN AND SECURITY AGREEMENT Dated as of April 1, 2021 by and among HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation 312 Farmington Avenue Farmington, CT 06032 as a Lender and Collateral Agent And F-STAR THERAPEUTICS, INC. a Delaware corporation 245 First St., Riverview II, 18th Floor Cambridge, MA 02142 as Borrower F-STAR THERAPEUTICS LIMITED an English private c |
|
| May 17, 2021 |
Exhibit 4.1 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE AP |
|
| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
|
| May 17, 2021 |
Exhibit 99.1 F-star Therapeutics Reports First Quarter 2021 Financial Results and Provides Corporate Update Company to Host Conference Call Today at 9 a.m. EDT CAMBRIDGE, United Kingdom and CAMBRIDGE, Mass., May 17, 2021 (GLOBE NEWSWIRE) ? F-star Therapeutics, Inc. (NASDAQ: FSTX), a clinical-stage biopharmaceutical company dedicated to developing next generation bispecific immunotherapies to trans |
|
| May 17, 2021 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G with respect to the common stock of F-Star Therapeutics, Inc. |
|
| May 17, 2021 |
SC 13G 1 d180458dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* F-Star Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 30315R107 (CUSIP Number) May 7, 2021 (Date of Event which Requires Filing of this Statement) Check the ap |
|
| May 10, 2021 |
F-star Therapeutics, Inc. Announces Pricing of $65 Million Public Offering of Common Stock EX-99.2 5 d437988dex992.htm EX-99.2 Exhibit 99.2 F-star Therapeutics, Inc. Announces Pricing of $65 Million Public Offering of Common Stock Cambridge, United Kingdom and Cambridge, Mass. – May 7, 2021 (GLOBE NEWSWIRE) – F-star Therapeutics, Inc. (Nasdaq: FSTX) (the “Company” or “F-star”), a clinical-stage biopharmaceutical company dedicated to developing next generation immunotherapies to transfor |
|
| May 10, 2021 |
Underwriting Agreement, dated May 6, 2021, between F-star Therapeutics, Inc. and SVB Leerink LLC. Exhibit 1.1 F-STAR THERAPEUTICS, INC. (a Delaware corporation) 9,285,715 Shares of Common Stock UNDERWRITING AGREEMENT May 6, 2021 SVB Leerink LLC as Representative of the several Underwriters c/o SVB Leerink LLC 1301 Avenue of the Americas, 12th Floor New York, NY 10019 Ladies and Gentlemen: F-star Therapeutics, Inc. (formerly known as Spring Bank Pharmaceuticals, Inc. (?Spring Bank?)), a Delawar |
|
| May 10, 2021 |
F-star Therapeutics, Inc. Announces Proposed Public Offering of Common Stock Exhibit 99.1 F-star Therapeutics, Inc. Announces Proposed Public Offering of Common Stock Cambridge, United Kingdom and Cambridge, Mass. ? May 6, 2021 (GLOBE NEWSWIRE)? F-star Therapeutics, Inc. (Nasdaq: FSTX) (the ?Company? or ?F-star?), a clinical-stage biopharmaceutical company dedicated to developing next generation immunotherapies to transform the lives of patients with cancer, today announce |
|
| May 10, 2021 |
F-star Therapeutics, Inc. 9,285,715 Shares of Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-254884 PROSPECTUS SUPPLEMENT (To Prospectus dated April 9, 2021) F-star Therapeutics, Inc. 9,285,715 Shares of Common Stock We are offering 9,285,715 shares of our common stock. Our common stock is listed on the Nasdaq Capital Market under the symbol “FSTX.” On May 6, 2021, the last reported sale price of our common stoc |
|
| May 10, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 6, 2021 F-STAR THERAPEUTICS, INC. |
|
| May 6, 2021 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 6, 2021 F-STAR THERAPEUTICS, INC. |
|
| May 6, 2021 |
SUBJECT TO COMPLETION, DATED MAY 6, 2021 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-254884 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell |
|
| April 14, 2021 |
FS222, a Tetravalent Bispecific Antibody Targeting CD137 and Exhibit 99.2 FS222, a Tetravalent Bispecific Antibody Targeting CD137 and PD-L1, is Designed for Optimal CD137 Interactions Resulting in Potent T cell Activation Without Toxicity Matthew A Lakins, Jose Munoz-Olaya, Christel Veyssier, Daniel Jones, Emma Goodman, Quincy Kaka, Jennifer Ofoedu, Ryan Fiehler, Robert Hughes, Cristian Gradinaru, Daniel Gliddon, Michelle Morrow, Neil Brewis F-star Therape |
|
| April 14, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 10, 2021 F-STAR THERAPEUTICS, INC. |
|
| April 14, 2021 |
EX-99.1 2 d148084dex991.htm EX-99.1 Exhibit 99.1 F-star Therapeutics Shows Differentiation of FS222 in 2021 AACR Poster Study Confirms F-star’s Bispecific Antibody Tetravalency is the Most Efficient Way to Induce Receptor Clustering and Activation CAMBRIDGE, United Kingdom and CAMBRIDGE, Mass., April 10, 2021 (GLOBE NEWSWIRE) — F-star Therapeutics, Inc. (NASDAQ: FSTX), a clinical-stage biopharmace |
|
| April 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. |
|
| April 7, 2021 |
CORRESP 1 filename1.htm F-STAR THERAPEUTICS, INC. Eddeva B920 Babraham Research Campus Cambridge, CB22 3AT, United Kingdom April 7, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams RE: F-star Therapeutics, Inc. Registration Statement on Form S-3 Filed March 31, 2021 File No. 333-254884 Ac |
|
| April 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
|
| April 7, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
|
| April 5, 2021 |
Letter from PwC dated April 5, 2021 EX-16.1 2 d40312dex161.htm EX-16.1 Exhibit 16.1 PricewaterhouseCoopers LLP Cambridge, United Kingdom www.pwc.com April 5, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statement made by F-star Therapeutics, Inc. (copy attached) which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Fo |
|
| April 5, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): March 31, 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) (Commissio |
|
| April 5, 2021 |
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): March 29, 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) (Commissio |
|
| April 5, 2021 |
Exhibit 99.1 Next Generation Immunotherapies. Overcoming Cancer. Full-Year 2020 Financial Results and Corporate Update 29th March 2021 Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this communication regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amen |
|
| March 31, 2021 |
Exhibit 4.6 F-STAR THERAPEUTICS, INC. Issuer AND [?] Trustee INDENTURE Dated as of [?] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). |
|
| March 31, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on March 30, 2021 Registration No. |
|
| March 31, 2021 |
Form of Subordinated Indenture EX-4.7 4 d226148dex47.htm EX-4.7 Exhibit 4.7 F-STAR THERAPEUTICS, INC. Issuer AND [●] Trustee INDENTURE Dated as of [●] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) |
|
| March 31, 2021 |
Exhibit 1.2 F-STAR THERAPEUTICS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT March 30, 2021 SVB LEERINK LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: F-star Therapeutics, Inc. (formerly known as Spring Bank Pharmaceuticals, Inc. (?Spring Bank?)), a Delaware corporation (the ?Company?, with all references in this agreement t |
|
| March 30, 2021 |
Lease Agreement between Are-Tech Square, LLC and F-star Biotechnology Ltd., dated December 31, 2018. Exhibit 10.11.2 LEASE AGREEMENT THIS LEASE AGREEMENT is made as of this 31st day of December, 2018, between ARETECH SQUARE, LLC, a Delaware limited liability company (?Landlord?), and F-STAR BIOTECHNOLOGY LTD, a company registered in England and Wales (?Tenant?). BASIC LEASE PROVISIONS Address: 700 Technology Square, Cambridge, Massachusetts Premises: That portion of the first floor of the Buildin |
|
| March 30, 2021 |
Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| March 30, 2021 |
EX-10.11.3 4 d77314dex10113.htm EX-10.11.3 Exhibit 10.11.3 DATED 14th February 2018 BABRAHAM BIOSCIENCE TECHNOLOGIES LIMITED (1) F STAR BIOTECHNOLOGY LIMITED (2) TENANCY AGREEMENT relating to part of Building 522, Brian Heap Room, Riverside, Babraham Research Campus, Cambridge, CB22 3AT 1 TENANCY AGREEMENT INDEX CLAUSE PAGE PARTIES 3 AGREED TERMS 3 1 INTERPRETATION 3 2 TENANCY 6 3 RIGHTS GRANTED 7 |
|
| March 30, 2021 |
Non-Employee Director Compensation Policy Exhibit 10.9 F-star Therapeutics, Inc. Non-Employee Director Compensation Plan The following non-employee director compensation plan shall apply to all non-employee directors of the Company. ? Each non-employee director will receive an annual cash retainer in the amount of $42,500 per year. ? The chairman of the board will receive an annual cash retainer in the amount of $85,000 per year. ? The ch |
|
| March 29, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 29, 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) (Commissio |
|
| March 29, 2021 |
EX-99.1 F-star Therapeutics Reports Full-Year 2020 Financial Results and Provides Corporate Update Company to Host Conference Call Today at 9 a.m. EDT CAMBRIDGE, UK and CAMBRIDGE, MA, March 29, 2021(GLOBE NEWSWIRE) — F-star Therapeutics, Inc. (NASDAQ: FSTX), a clinical-stage biopharmaceutical company dedicated to developing next generation immunotherapies to transform the lives of patients with ca |
|
| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 4)1 F-star Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 30315R107 (CUSIP Number) Decembe |
|
| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. |
|
| February 5, 2021 |
UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.7 Exhibit 99.7 UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined balance sheet of F-star Therapeutics, Inc., formerly known as “Spring Bank Pharmaceuticals, Inc.” (the “Company”) as of September 30, 2020 and the unaudited pro forma condensed combined statements of operations of Company for the year ended December 31, 2019 and for |
|
| February 5, 2021 |
EX-99.4 Exhibit 99.4 The following is a revised excerpt of portions of the prospectus contained in the Form S-4 registration statement (File No. 333-248487) as declared effective by the U.S. Securities and Exchange Commission on October 19, 2020. Such information is as of October 19, 2020 (unless an earlier or alternative date is indicated) and reflects the then current and continuing nature of ea |
|
| February 5, 2021 |
EX-99.9 Exhibit 99.9 F-STAR BETA LIMITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MAY 6, 2019 AND THE YEARS ENDED DECEMBER 31, 2018 and 2017 F-1 F-STAR BETA LIMITED CONTENTS Report of Independent Registered Public Accounting Firm F-3 Statements of Comprehensive Income F-4 Statements of Financial Position F-5 Statements of Changes in Equity F-6 Statements of Cash Flows F-7 Notes to the Financial S |
|
| February 5, 2021 |
EX-99.3 Exhibit 99.3 The following is an excerpt of portions of the prospectus contained in the Form S-4 registration statement (File No. 333-248487) as declared effective by the U.S. Securities and Exchange Commission on October 19, 2020. Such information is as of October 19, 2020 (unless an earlier date is indicated). F-STAR BUSINESS Overview F-star is a clinical-stage immuno-oncology company fo |
|
| February 5, 2021 |
Report of Independent Registered Public Accounting Firm EX-99.5 Table of Contents Exhibit 99.5 Consolidated Financial Statements Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations and Comprehensive Loss F-4 Consolidated Statements of Stockholders’ Equity (Deficit) F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 F-1 Table of Conten |
|
| February 5, 2021 |
EX-99.8 Table of Contents Exhibit 99.8 F-STAR BIOTECHNOLOGISCHE FORSCHUNGS-UND ENTWICKLUNGSGES.M.B.H. F-STAR BIOTECHNOLOGISCHE FORSCHUNGS-UND ENTWICKLUNGSGES.M.B.H. CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MAY 6, 2019 AND THE YEARS ENDED DECEMBER 31, 2018 and 2017 F-1 Table of Contents F-STAR BIOTECHNOLOGISCHE FORSCHUNGS-UND ENTWICKLUNGSGES.M.B.H. CONTENTS Report of Independent Regis |
|
| February 5, 2021 |
EX-99.6 Table of Contents Exhibit 99.6 Unaudited Consolidated Financial Statements Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 F-2 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2020 and September 30, 2019 F-3 Condensed Consolidated Statements of Stockholders’ Equity for the nine mont |
|
| February 5, 2021 |
Financial Statements and Exhibits, Other Events - 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
|
| February 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* F-star Therapeutics, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 30315R 107 (CUSIP Number) November 20, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule p |
|
| February 3, 2021 |
SC 13G 1 fstar-13g121720.htm ACQUISITION OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* F-star Therapeutics, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 30315R 107 (CUSIP Number) November 20, 2020 (Date of Event Which Requires Filing of |
|
| February 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* F-star Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 30315R 107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
|
| January 25, 2021 |
S-8 As filed with the Securities and Exchange Commission on January 25, 2021 REGISTRATION NO. |
|
| January 25, 2021 |
S-8 POS As filed with the Securities and Exchange Commission on January 25, 2021 REGISTRATION NO. |
|
| January 4, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 4, 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) (Commissi |
|
| January 4, 2021 |
EX-99.1 Exhibit 99.1 F-star Therapeutics Announces First Patient Dosed in FS222 Phase 1 Clinical Trial FS222 is a potentially best-in-class bispecific antibody targeting CD137 (4-1BB) and PD-L1, and is the Company’s third bispecific to enter clinical trials Preclinical studies demonstrated potent clustering and activation of CD137 by FS222 that is conditional on PD-L1 binding and results in lympho |
|
| December 4, 2020 |
EX-99.1 Exhibit 99.1 F-star Therapeutics Announces First Patient Dosed in First-in-Class FS120 Phase 1 Clinical Trial FS120 is a first-in-class dual agonist tetravalent bispecific antibody that has the potential to transform outcomes for patients with difficult to treat cancers Preclinical data show potential for dual T cell agonism to drive anti-tumor responses without the need for Fcg receptor a |
