This Amendment No. 7 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:
Two new sentences are hereby added to the end of the fifth paragraph under the subsection entitled Tender Offer on page 2:
On November 20, 2022, the Company, Purchaser and Parent entered into Amendment No. 1 to the Merger Agreement to extend the End
Date from November 19, 2022 to December 19, 2022.
Item 3. Past Contacts, Transactions, Negotiations and
Agreements.
The subsection of Item 3 of the Schedule 14D-9 entitled Arrangements with
Purchaser, Parent and their AffiliatesMerger Agreement is hereby amended and supplemented by adding the following paragraph:
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 by Purchaser on or before the End Date. On November 20, 2022, the Company, Purchaser and Parent entered into Amendment No. 1 to the Merger Agreement to extend the End Date from November 19, 2022
to December 19, 2022. The parties are in discussions with the Committee on Foreign Investment in the United States (CFIUS) regarding the Transaction and have extended the End Date to provide for additional time to satisfy the Foreign Investment
Condition with respect to CFIUS.
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.
Item 8. Additional
Information.
Item 8 of the Schedule 14D-9 is hereby
amended and supplemented as follows:
A new paragraph under the subsection entitled Extension of Offer Expiration Date is hereby added
as set forth below:
On November 21, 2022, Purchaser, Parent and Guarantor extended the Offer to 5:00 p.m., Eastern Time, on
December 2, 2022, unless further extended. The Offer was previously set to expire at 5:00 p.m., Eastern Time, on November 18, 2022. The Expiration Date is being extended in order to facilitate ongoing CFIUS review of the proposed
transaction. The Depositary has advised Purchaser, Parent, and SBP that, as of 5:00 p.m., Eastern Time, on November 18, 2022, 14,707,009 Shares had been validly tendered into and not properly withdrawn from the Offer, representing approximately
66.88% of the outstanding Shares, and an additional approximately 2,174,854 Shares tendered pursuant to a notice of guaranteed delivery.
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