The second paragraph of the subsection entitled Regulatory ApprovalsForeign Investment
in the United States beginning on page 49 is hereby amended and restated as follows (new language bolded and underlined; deleted language struck through):
Pursuant to the Merger Agreement, the parties currently plan to file filed a joint voluntary notice with
CFIUS on or before July 7, 2022. CFIUS is expected to begin its 45-day review period, during which CFIUS will review the national security implications of the transaction. While we believe that
the consummation of the Offer will not be prohibited by CFIUS, there can be no assurance that the Offer and the Merger will not be challenged by CFIUS or as to the outcome of any such challenge by CFIUS. Pursuant to the terms of the
Merger Agreement, if any such action is commenced by the CFIUS or any other governmental body, Purchaser may not be obligated to consummate the Offer and the Merger.
The second paragraph of the subsection entitled Regulatory ApprovalsNational Security and Investment Act beginning on page 49 is
hereby amended and restated as follows (new language bolded and underlined; deleted language struck through):
Pursuant to the
Merger Agreement, the parties have invoX Pharma filed a voluntary notification with ISU on July 4, 2022. The ISU accepted the notification on July 6, 2022. In the event the ISU requests updates
to such draft notification, the parties will promptly, but in no event later than five business days after receipt of such request, make appropriate updates to the draft notification further submissions or responses to
inquiries and resubmit such update draft to the ISU. While we believe that the consummation of the Offer will not be prohibited by the ISU, there can be no assurance that the Offer and the Merger will not be challenged by the ISU or as to
the outcome of any such challenge by such governmental body. Pursuant to the terms of the Merger Agreement, if any such action is commenced by the ISU or any other governmental body, Purchaser may not be obligated to consummate the Offer and the
Merger.
The subsection entitled Certain Litigation beginning on page 50 is hereby deleted and replaced with the following
paragraphs:
On July 12, July 18, July 20, and July 22, 2022, four purported stockholders of the Company filed separate lawsuits
against the Company and certain of its current and former directors and officers in the federal district court for the Southern District of New York, captioned Mark Diebolt v. F-star Therapeutics, Inc., et al., Case No. 1:22-cv-05941 (the
Diebolt Complaint), Amber Johnson v. F-star Therapeutics, Inc., et al., Case No. 1:22-cv-06103 (the Johnson Complaint), and Jacob Wheeler v. F-star Therapeutics, Inc., et al., Case No. 1:22-cv-00950
(the Wheeler Complaint), Sam Carlisle v. F-star Therapeutics, Inc., et al., Case No. 1:22-cv-06253 (the Carlisle Complaint, and together with the Diebolt Complaint, Johnson Complaint, and Wheeler Complaint, the
Complaints), respectively. Each complaint alleges violations of Sections 14(d) and 14(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 14d-9 promulgated thereunder and
Section 20(a) of the Exchange Act. Both lawsuits allege that the Schedule 14D-9 Solicitation / Recommendation Statement filed by the Company on July 7, 2022 is materially incomplete and misleading and seek to enjoin the tender offer until
the purported deficiencies in the 14D-9 are corrected, or alternatively, monetary damages if the tender offer is consummated. The plaintiffs also seek fees and costs incurred in bringing the Complaints. The defendants believe the claims asserted in
the Complaints are without merit.
4