This Amendment No. 11 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 29, 2022, Purchaser, Parent and Guarantor extended the Offer to 5:00 p.m., Eastern Time, on December 30, 2022, unless further
extended.”
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following:
“CFIUS Issues Interim Order Preventing Closing of Pending Merger with invoX Pharma Limited
Effective at December 29, 2022 at 12:05 a.m. Eastern Time, CFIUS issued an order (the “Interim Order”) preventing consummation of the
transactions pursuant to the Merger Agreement, citing unresolved national security risks. The Interim Order also prohibits (1) the transfer, lease, license, sale, or otherwise acquisition of any asset or affiliate of the Company to Guarantor,
Parent, or any of their affiliates, or (2) the transfer, lease, license, sale, or acquisition otherwise of any securities, equity, or other ownership interests or rights in the Company or any affiliate of the Company, including any rights to
acquire any of the foregoing, by Guarantor, Parent, Purchaser, or any affiliates of any of the foregoing, including through merger.
The Interim Order is
for an indeterminate duration, lasting until: (1) CFIUS concludes action under Section 721 with respect to the transaction; (2) the President of the United States (“President”) takes action or declines to take action
under Section 721 with respect to the transaction; or (3) CFIUS or the President revokes or terminates this Interim Order.
