0000899243-23-007669.txt : 20230309 0000899243-23-007669.hdr.sgml : 20230309 20230309092014 ACCESSION NUMBER: 0000899243-23-007669 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230308 FILED AS OF DATE: 20230309 DATE AS OF CHANGE: 20230309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forster Eliot CENTRAL INDEX KEY: 0001831558 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37718 FILM NUMBER: 23718407 MAIL ADDRESS: STREET 1: C/O EDDEVA B920 STREET 2: BABRAHAM RESEARCH CAMPUS CITY: CAMBRIDGE STATE: X0 ZIP: CB22 3AT ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: F-star Therapeutics, Inc. CENTRAL INDEX KEY: 0001566373 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 522386345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 35 PARKWOOD DRIVE STREET 2: BABRAHAM RESEARCH CAMPUS CITY: CAMBRIDGE STATE: X0 ZIP: CB22 3AT BUSINESS PHONE: 44 1223 497400 MAIL ADDRESS: STREET 1: 35 PARKWOOD DRIVE STREET 2: BABRAHAM RESEARCH CAMPUS CITY: CAMBRIDGE STATE: X0 ZIP: CB22 3AT FORMER COMPANY: FORMER CONFORMED NAME: Spring Bank Pharmaceuticals, Inc. DATE OF NAME CHANGE: 20130108 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-03-08 1 0001566373 F-star Therapeutics, Inc. FSTX 0001831558 Forster Eliot C/O F-STAR THERAPEUTICS, INC. EDDEVA B920, BABRAHAM RESEARCH CAMPUS CAMBRIDGE X0 Cb22 3AT UNITED KINGDOM 1 1 0 0 PRESIDENT AND CEO Common Stock 2023-03-08 4 U 0 347578 7.12 D 73959 D Common Stock 2023-03-08 4 D 0 73959 7.12 D 0 D Stock Option (right to buy) 7.24 2023-03-08 4 D 0 127924 D 2031-03-09 Common Stock 127924 0 D Stock Option (right to buy) 4.77 2023-03-08 4 D 0 165028 D 2032-01-09 Common Stock 165028 0 D Stock Option (right to buy) 3.55 2023-03-08 4 D 0 126909 D 2032-03-31 Common Stock 126909 0 D Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated June 22, 2022 (the "Merger Agreement"), by and among the Issuer, Sino Biopharmaceutical Limited, Fennec Acquisition Incorporated ("Parent"), and invoX Pharma Limited ("Purchaser"), including the completion on March 8, 2023 of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $7.12 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Purchaser on March 8, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price. (Continued from footnote 1) A portion of the shares of common stock reported herein were forfeited to the Issuer to satisfy the reporting person's tax obligations upon vesting of previously granted restricted stock units. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each of the outstanding options that was otherwise eligible to vest in accordance with its terms was accelerated and became fully vested and exercisable immediately prior to, and contingent upon, the Effective Time (except in the case of the EMI Options (as defined in the Merger Agreement) granted pursuant to Rule 9.8 of the F-star Therapeutics, Inc. 2019 Equity Incentive Plan, which were accelerated and became fully vested and exercisable as of three business days prior to the Initial Expiration Date (as defined in the Merger Agreement)). As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that was less than the Offer Price (each, an "In the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Company Shares (as defined in the Merger Agreement) subject to such fully vested option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Company Share under such option. (Continued from footnote 4) As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that is equal to or more than the Offer Price (each, an "Out of the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time without any consideration payable therefor. Any EMI Option that remained outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time and treated as either an In the Money Option or an Out of the Money Option. Each Company RSU (as defined in the Merger Agreement) that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the total number of Shares (as defined the Merger Agreement) issuable in settlement of such Company RSU immediately prior to the Effective Time without regard to vesting multiplied by (b) the Merger Consideration (as defined in the Merger Agreement). /s/ Darlene Deptula-Hicks, Attorney-in-fact 2023-03-09