This Amendment No. 8 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 fifth paragraph under the subsection entitled Tender Offer on page 2:
On December 5, 2022, Purchaser, Parent and Guarantor extended the Offer to one (1) minute after 11:59 p.m., Eastern Time, on
December 16, 2022, unless further extended.
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 December 5, 2022, Purchaser, Parent and Guarantor extended the Offer to one (1) minute after 11:59 p.m., Eastern Time, on
December 16, 2022, unless further extended. The Offer was previously set to expire at 5:00 p.m., Eastern Time, on December 2, 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 Guarantor that, as of 5:00 p.m., Eastern Time, on December 2, 2022, 15,568,613 Shares had been validly tendered into and not properly withdrawn from the Offer, representing
approximately 70.8% of the outstanding Shares, and an additional approximately 1,505,748 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.
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