This Schedule 14D-9 filing relates solely to preliminary
communications made before the commencement of a planned cash tender offer (the Offer) by invoX Pharma Limited, a private limited company organized under the laws of England and Wales (Parent) and Fennec Acquisition
Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser), to acquire all of the issued and outstanding shares of the common stock, par value $0.0001 per share, of
F-star Therapeutics, Inc., a Delaware corporation (the Company), to be commenced pursuant to the Agreement and Plan of Merger, dated as of June 22, 2022, by and among Parent, Purchaser, the
Company and Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (the Merger Agreement). Upon the consummation of the Offer, Purchaser will merge with and into the Company (the Merger)
pursuant to Section 251(h) of the Delaware General Corporation Law with the Company as the surviving corporation.
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Exhibit 99.1: Email from Eliot Forster, Chief Executive Officer of the Company to commercial partners on
June 23, 2022 |
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Exhibit 99.2: Email from Eliot Forster, Chief Executive Officer of the Company to staff on June 23, 2022
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Exhibit 99.3: Announcements by the Company and the Companys management via LinkedIn on June 23, 2022
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Exhibit 99.4: Announcements by the Company and the Companys management via Twitter on June 23, 2022
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Exhibit 99.5: Presentation by the Company at Employee Meeting on June 23, 2022 |
Forward-Looking Statements
This communication 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 anticipated consummation of the acquisition of the Company and the timing and benefits thereof, 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 the
tender offer conditions will be satisfied; whether sufficient stockholders of the Company tender their shares in the transaction; the outcome of legal proceedings that may be instituted against the Company and/or others relating to the transaction;
the failure (or delay) to receive the required regulatory approvals relating to the transaction; the possibility that competing offers will be made; and other risks related to the Companys business detailed from
time-to-time under the caption Risk Factors and elsewhere in the Companys filings and reports filed with the U.S. Securities and Exchange Commission
(the SEC), including the Companys Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent quarterly and current reports filed with the SEC. The risks and
uncertainties may be amplified by the Russian invasion of Ukraine and the ongoing COVID-19 pandemic, which has caused significant economic uncertainty. The extent to which these factors impact the
Companys business, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration of the conflict in Ukraine, the
duration and spread of the COVID-19 outbreak, the spread of any new variants of COVID-19, the actions to contain the virus or treat its impact, and how quickly and to
what extent normal economic and operating conditions can resume. The Company undertakes no duty or obligation to update any forward-looking statements contained in this communication as a result of new information, future events or changes in their
expectations, except as required by law.