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Share Name | Share Symbol | Market | Type |
---|---|---|---|
F star Therapeutics Inc | NASDAQ:FSTX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.12 | 7.20 | 7.72 | 0 | 01:00:00 |
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 Securities)
30315R107
(CUSIP Number of Class of Securities)
Eliot Forster, Ph.D.
Chief Executive Officer
Eddeva B920
Babraham Research Campus
Cambridge, CB22 3AT, United Kingdom
+44-1223-497400
(Name, address and telephone number of person authorized to receive notices and communications
on behalf of the person filing statement)
With copies to:
William C. Hicks, Esq.
Matthew J. Gardella, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 13 to Schedule 14D-9 (the Amendment) amends and supplements the Solicitation/ Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the Schedule 14D-9) previously filed by F-star Therapeutics, Inc., a Delaware corporation (the Company), with the Securities and Exchange Commission on July 7, 2022 relating to the offer by invoX Pharma Limited, a private limited Company organized under the laws of England and Wales (Parent), Fennec Acquisition Incorporated, a Delaware corporation (Purchaser) and a direct wholly owned subsidiary of Parent, and Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (Guarantor) to acquire any and all of the issued and outstanding shares of Common Stock (the Company Shares), at a purchase price of $7.12 per Company Share (the Offer Price), net to the seller thereof in cash, and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 7, 2022 (as amended or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the Offer).
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.
Item 2. Identity and Background of Filing Person.
Item 2 of the Schedule 14D-9 is hereby amended and supplemented as follows:
One new sentence is hereby added to the end of the subsection entitled Tender Offer on page 2:
On January 18, 2023, Purchaser, Parent and Guarantor extended the Offer to 5:00 pm., Eastern Time, on January 31, 2023, unless further extended.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following:
On January 18, 2023, Purchaser, Parent and Guarantor extended the Offer to 5:00 pm., Eastern Time, on January 31, 2023, unless further extended. The Offer was previously set to expire at 5:00 p.m., Eastern Time, on January 17, 2023.
The Expiration Date is being extended in order to facilitate ongoing CFIUS review of the proposed transaction. The parties are in active discussions with CFIUS about the terms of a mitigation agreement to address CFIUSs concerns regarding potential national security risks posed by the transaction. The parties are seeking agreement with CFIUS on the definitive terms of such mitigation agreement in order to permit the removal of CFIUSs Interim Order and the completion of the transaction, subject to the satisfaction or waiver, to the extent waiveable, of the Offer conditions as of the Expiration Date.
The Depositary has advised Purchaser, Parent and Guarantor that, as of 5:00 p.m., Eastern Time, on January 17, 2023, 15,099,498 Shares had been validly tendered into and not properly withdrawn from the Offer, representing approximately 68.6% of the outstanding Shares, and an additional approximately 2,326,320 Shares tendered pursuant to a notice of guaranteed delivery. Previously, the regulatory body in the United Kingdom, where the Company is based, cleared the voluntary notice filing regarding the transaction under UKs foreign investment regulations.
As previously described, the Merger Agreement may be terminated by either party, subject to certain exceptions, if any of the Offer conditions, are not satisfied or waived, to the extent waiveable, by Purchaser on or before the End Date, as defined in the Merger Agreement, as amended, unless further amended by the parties.
Forward-Looking Statements
This Amendment No. 13 contains forward-looking statements. Forward-looking statements are generally identified by the words expects, anticipates, believes, intends, estimates, plans, will be and similar expressions. These forward-looking statements include, without limitation, statements related to the consummation of the acquisition of the Company, the availability of mitigation measures and other statements that are not historical facts. These forward-looking statements are based on Parents and the Companys current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the parties ability to complete the transaction on the proposed terms and schedule; whether sufficient stockholders of the Company tender their shares in the Transaction; whether the parties can address the concerns raised by CFIUS sufficiently to enable the interim order to be revoked or terminated, or to otherwise permit the closing of the transaction or the equity investment provided for in the Merger Agreement in the event of certain terminations related to the Foreign Investment Condition; whether the Parties and CFIUS will be able to agree on mitigation terms; the possibility that some of the Offer conditions will not be satisfied or waived by Parent, to the extent waiveable, by the Expiration Date; and other risks related to the Companys business detailed from time-to-time under the caption Risk Factors and elsewhere in the Companys SEC filings and reports, including the Companys Annual Report on Form 10-K for the year ended December 31, 2021 and the Companys Quarterly Reports on Form 10-Q for the quarters ended June 30, 2022 and September 30, 2022. The Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events or changes in their expectations, except as required by law.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
F-star Therapeutics, Inc. | ||
By: | /s/ Darlene Deptula-Hicks | |
Name: Darlene Deptula-Hicks | ||
Title: Chief Financial Officer |
Dated: January 18, 2023
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