Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note, on December 29, 2022, Purchaser
irrevocably accepted for payment all Company Shares validly tendered pursuant to
the Offer and not validly withdrawn as of the expiration of the Offer. On
March 8, 2023, the Merger was completed pursuant to Section 251(h) of the DGCL,
with no vote of the stockholders of the Company required to consummate the
Merger. Upon the consummation of the Merger, the Company became a wholly owned
subsidiary of Parent. The disclosure under the Introductory Note is incorporated
herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On March 8, 2023, the Company (x) notified The Nasdaq Capital Market ("Nasdaq")
of the consummation of the Merger and (y) requested that Nasdaq (i) suspend
trading of the Company Shares before the opening of trading on March 9, 2023 and
(ii) file with the SEC a Notification of Removal from Listing and/or
Registration under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on Form 25 to effect the delisting of the Company
Shares from Nasdaq and to deregister the Company Shares under Section 12(b) of
the Exchange Act. In addition, the Company intends to file with the SEC a
Certification and Notice of Termination of Registration on Form 15 requesting
that the Company's reporting obligations under Sections 13 and 15(d) of the
Exchange Act be suspended.
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure under the Introductory Note and Items 2.01, 3.01 and 5.03 is
incorporated herein by reference.
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Item 5.01 Changes in Control of Registrant.
The disclosure under the Introductory Note and Items 2.01, 5.02 and 5.03 is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, effective as of the Effective Time, each of
(i) Eliot Forster, Ph.D., Nessan Bermingham, Ph.D., David Arkowitz, Todd Brady,
M.D., Ph.D., Pamela Klein, M.D., Edward Benz Jr., M.D., and Geoffrey Race ceased
serving as a member of the board of directors of the Company and each committee
thereof, and (ii) Dr. Forster, Darlene Deptula-Hicks, Neil Brewis and Louis
Kayitalire, M.D. ceased serving as an executive officer of the Company.
As previously disclosed, on June 22, 2022, Dr. Forster, who had served as the
Company's President and Chief Executive Officer, entered into a transition
services agreement (the "Transition Services Agreement") and settlement
agreement (the "Settlement Agreement") with F-star Therapeutics Limited, a
wholly-owned subsidiary of the Company ("FTL"). Pursuant to the Transition
Services Agreement and Settlement Agreement, both of which were conditional on
the closing of the transactions contemplated by the Merger Agreement (the
"Closing"), Dr. Forster's employment with FTL terminated as of the Effective
Time, as of which Dr. Forster reports and will continue to report to the chief
executive officer of Parent and will take all necessary steps to ensure an
orderly and timely transition of responsibilities to his anticipated successor.
Under the Settlement Agreement, FTL agreed to pay Dr. Forster a sum of £706,759,
plus a bonus in respect of 2022 and any part of 2023 during which he is employed
(calculated on the basis of 50% of his annual salary and pro-rated where
necessary), subject to certain conditions as set forth in the Settlement
Agreement.
Further, pursuant to the Merger Agreement and effective as of the Effective
Time, (i) Benjamin Toogood, a director and the Chief Executive Officer of each
of Parent and Purchaser, Tyron Hussey, Corporate Legal Counsel and Secretary of
Parent and Secretary and Director of Purchaser, and Dr. Brewis, Chief Scientific
Officer of the Company immediately prior to the Effective Time, became the
members of the board of directors of the Company, and (ii) Mr. Toogood and
Mr. Hussey became the officers of the Company. Information about Mr. Toogood and
Mr. Hussey is contained in the Offer to Purchase, dated July 7, 2022, filed by
Parent as Exhibit (a)(1)(a) to the Tender Offer Statement on Schedule TO filed
with the SEC on July 7, 2022, which information is incorporated herein by
reference.
Also as previously disclosed, on June 22, 2022, Dr. Brewis entered into an
amendment to his employment agreement with the Company. Effective as of the
Effective Time, Dr. Brewis' amended employment agreement provides for (1) a base
annual salary increase to £400,000 with bonus potential of up to 45% base annual
salary, (2) a retention award of £600,000, (3) future annual awards of Sino
Biopharmaceutical Limited stock with a value at the date of grant equal to 45%
of his then applicable base salary and (4) a performance incentive of £400,000.
Dr. Brewis also received a bonus of £25,000 at Closing. Under his amended
employment agreement, Dr. Brewis is entitled to a sum equal to 12 months' base
salary, in the event of a certain terminations of employment within the 12 month
period following a change of control (not including the transaction contemplated
by the Merger Agreement) or a sum equal to 9 months' base salary, in the event
of a qualifying termination in the period from 12 to 24 months following a
change of control (in each case less salary and benefits paid during the notice
period or any payment in lieu of notice). In addition, in the event of such a
qualifying termination within 12 months of a change of control, all options and
RSUs will vest in full. Under his amended employment agreement, Dr. Brewis is
subject to post-termination restrictions for a period of 12 months following
termination of employment or the commencement of garden leave.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal
Year.
Pursuant to the Merger Agreement, effective as of the Effective Time, the
restated certificate of incorporation of the Company and the amended and
restated bylaws of the Company were each amended and restated in their entirety,
as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on
Form 8-K, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No. Description
2.1* Agreement and Plan of Merger, dated June 22, 2022, by and among
invoX Pharma Limited, Fennec Acquisition Incorporated, Sino
Biopharmaceutical Limited and F-star Therapeutics, Inc. (incorporated
by reference to the Company's Current Report on Form 8-K filed with
the SEC on June 23, 2022)
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated November 20,
2022 (incorporated by reference to the Company's Current Report on
Form 8-K filed with the SEC on November 21, 2022)
2.3 Amendment No. 2 to Agreement and Plan of Merger, dated December 20,
2022 (incorporated by reference to Exhibit (d)(10) to the Schedule
TO/A filed by Guarantor, Parent and Purchaser on December 19, 2022)
2.4 Amendment No. 3 to Agreement and Plan of Merger, dated December 20,
2022 (incorporated by reference to the Company's Current Report on
Form 8-K filed with the SEC on December 21, 2022)
2.5 Amendment No. 4 to Agreement and Plan of Merger, dated December 30,
2022 (incorporated by reference to Exhibit (d)(12) to the Schedule
TO/A filed by Guarantor, Parent and Purchaser on December 30, 2022).
2.6 Amendment No. 5 to Agreement and Plan of Merger, dated January 31,
2023 (incorporated by reference to Exhibit (d)(13) to the Schedule
TO/A filed by Guarantor, Parent and Purchaser on February 1, 2023).
2.7 Amendment No. 6 to Agreement and Plan of Merger, dated February 9,
2023 (incorporated by reference to Exhibit (d)(14) to the Schedule
TO/A filed by Guarantor, Parent and Purchaser on February 9, 2023).
2.8 Amendment No. 7 to Agreement and Plan of Merger, dated February 22,
2023 (incorporated by reference to Exhibit (d)(15) to the Schedule
TO/A filed by Guarantor, Parent and Purchaser on February 23, 2023).
2.9 Amendment No. 8 to Agreement and Plan of Merger, dated March 5, 2023
(incorporated by reference to Exhibit (d)(16) to the Schedule TO/A
filed by Guarantor, Parent and Purchaser on March 6, 2023).
3.1 Amended and Restated Certificate of Incorporation of F-star
Therapeutics, Inc.
3.2 Amended and Restated Bylaws of F-star Therapeutics, Inc.
10.1 Transition Services Agreement and Settlement Agreement, dated as of
June 22, 2022, by and among F-star Therapeutics Limited, Parent and
Eliot Forster (incorporated by reference to Parent's Tender Offer
Statement on Schedule TO filed with the SEC on July 7, 2022)
10.2 Amendment to Employment Agreement, dated as of June 22, 2022, by and
among F-star Therapeutics Limited, Parent and Neil Brewis
(incorporated by reference to Parent's Tender Offer Statement on
Schedule TO filed with the SEC on July 7, 2022)
* Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant
agrees to furnish supplemental copies of any omitted schedules to the SEC upon
its request.
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