This Amendment No. 12 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 subsection entitled “—Tender Offer” on page 2:
“On December 30, 2022, Purchaser, Parent and Guarantor extended the Offer to 5:00 p.m., Eastern Time, on January 17, 2023, unless further
extended.”
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 Affiliates—Merger Agreement” is hereby amended and supplemented by adding the following paragraphs:
“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, to the extent waivable, on or before the End Date. On December 30, 2022, the Company,
Purchaser and Parent entered into Amendment No. 4 to the Merger Agreement to extend the End Date from one minute past 11:59 p.m., Eastern Time, on December 30, 2022 to one minute past 11:59 p.m., Eastern Time, on January 31, 2023 and
to make certain related amendments. The purpose of the Amendment No. 4 is to provide the Parties with additional time to address the Foreign Investment Condition of the Offer, in view of the previously disclosed interim order of CFIUS.”
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following:
“Amendment No. 4 to Merger Agreement
On December 30, 2022, the Company, the Parties entered into Amendment No. 4 (“Amendment No. 4”) to the Merger
Agreement.