0000899243-23-007663.txt : 20230309
0000899243-23-007663.hdr.sgml : 20230309
20230309091708
ACCESSION NUMBER: 0000899243-23-007663
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201120
FILED AS OF DATE: 20230309
DATE AS OF CHANGE: 20230309
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brady Todd C
CENTRAL INDEX KEY: 0001579179
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37718
FILM NUMBER: 23718402
MAIL ADDRESS:
STREET 1: C/O EVOKE PHARMA, INC.
STREET 2: 505 LOMAS SANTA FE DRIVE
CITY: SOLANA BEACH
STATE: CA
ZIP: 92075
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
2020-11-20
1
0001566373
F-star Therapeutics, Inc.
FSTX
0001579179
Brady Todd C
C/O F-STAR THERAPEUTICS, INC.
EDDEVA B920, BABRAHAM RESEARCH CAMPUS
CAMBRIDGE
X0
Cb22 3AT
UNITED KINGDOM
1
0
0
0
Common Stock
2023-03-08
4
U
0
15004
7.12
D
0
D
Stock Option (right to buy)
6.88
2023-03-08
4
D
0
20000
D
2031-06-04
Common Stock
20000
0
D
Stock Option (right to buy)
3.41
2023-03-08
4
D
0
20000
D
2032-06-17
Common Stock
20000
0
D
Stock Option (right to buy)
9.05
2020-11-20
4
J
0
11000
D
2026-07-27
Common Stock
11000
0
D
Warrant (right to buy)
10.79
2020-11-20
4
J
0
10964
D
2021-11-23
Common Stock
10964
0
D
Stock Option (right to buy)
14.27
2020-11-20
4
J
0
5500
D
2027-06-14
Common Stock
5500
0
D
Stock Option (right to buy)
13.99
2020-11-20
4
J
0
5500
D
2028-06-17
Common Stock
5500
0
D
Stock Option (right to buy)
4.62
2020-11-20
4
J
0
7500
D
2029-07-09
Common Stock
7500
0
D
Stock Option (right to buy)
1.60
2020-11-20
4
J
0
7500
D
2030-06-23
Common Stock
7500
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.
(Continued from footnote 1) 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. The number of shares of common stock reported reflects a one-for-four reverse stock split completed on November 20, 2020.
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.
Pursuant to the Share Exchange Agreement, dated as of July 29, 2020, these previously reported options and warrants were cancelled effective as of November 20, 2020.
/s/ Darlene Deptula-Hicks, Attorney-in-fact
2023-03-09