This Amendment No. 5 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 or invoX Pharma),
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 4. The Solicitation or Recommendation
The subsection of Item 4 of the Schedule 14D-9 entitled Background of the Offer is
hereby amended as follows: On page 16, the paragraph below is amended to include the following bold and underlined text:
On
December 17, 2021, following discussions between Mintz and Shearman & Sterling LLP (Shearman), legal counsel to Sino Biopharm and invoX Pharma, the Company and Sino Biopharm entered into a confidentiality agreement
(the Confidentiality Agreement). The Confidentiality Agreement included customary non-disclosure provisions and a standstill provision that prohibited Sino Biopharm, for 18 months from the
date of the agreement, from offering to acquire or acquiring F-star, and from taking certain other actions, including soliciting proxies, without the prior written consent of
F-star. The Confidentiality Agreement provided for the termination of the standstill provision upon F-stars entry into a definitive agreement with a third
party providing for a sale of F-star and on other customary terms, and allowed Sino Biopharm to make confidential acquisition proposals to the Board at any time. The
confidentiality agreements entered into with the other parties described below were substantially similar to the foregoing, but they did not contain any standstill provisions.
On page 21, the paragraph below is amended to include the following bold and underlined text:
Throughout the week of June 13, 2022, representatives from Mintz, Shearman, F-star and invoX
Pharma continued to negotiate the final terms of the Merger Agreement, including the terms of an equity investment by invoX Pharma into F-star if the transaction were terminated because it failed to satisfy
the regulatory requirements of applicable foreign direct investment authorities in a timely manner, in lieu of a reverse break-up fee (the Equity Investment). On June 14, 2022, Shearman
sent Mintz a proposed transition services agreement for Dr. Forster and, subsequently, drafts of employment agreements for James Sandy, Chief Development Officer, and Neil Brewis, Ph.D., Chief Scientific Officer. Sino Biopharm required such
arrangements be put in place concurrent with the Merger Agreement. Prior to this time, there was no specific discussions about post-closing employment for any individual executive officer of F-star. This
was the first date any specific management retention plans were proposed to the Company. Other than with respect to the foregoing individuals, no future employment or directorship discussions occurred between Sino Biopharm and/or
invoX Pharma, on one hand, and F-stars executive officers, on the other hand, prior to the announcement of the Merger Agreement.
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