This Amendment No. 13 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 January 18, 2023, Purchaser, Parent and Guarantor extended the Offer to 5:00 pm., Eastern Time, on January 31, 2023, unless further
extended.”
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following:
“On January 18, 2023, Purchaser, Parent and Guarantor extended the Offer to 5:00 pm., Eastern Time, on January 31, 2023, unless further
extended. The Offer was previously set to expire at 5:00 p.m., Eastern Time, on January 17, 2023.
The Expiration Date is being extended in order to
facilitate ongoing CFIUS review of the proposed transaction. The parties are in active discussions with CFIUS about the terms of a mitigation agreement to address CFIUS’s concerns regarding potential national security risks posed by the
transaction. The parties are seeking agreement with CFIUS on the definitive terms of such mitigation agreement in order to permit the removal of CFIUS’s Interim Order and the completion of the transaction, subject to the satisfaction or waiver,
to the extent waiveable, of the Offer conditions as of the Expiration Date.
The Depositary has advised Purchaser, Parent and Guarantor that, as of 5:00
p.m., Eastern Time, on January 17, 2023, 15,099,498 Shares had been validly tendered into and not properly withdrawn from the Offer, representing approximately 68.6% of the outstanding Shares, and an additional approximately 2,326,320 Shares
tendered pursuant to a notice of guaranteed delivery. Previously, the regulatory body in the United Kingdom, where the Company is based, cleared the voluntary notice filing regarding the transaction under UK’s foreign investment regulations.
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, to the extent waiveable, by Purchaser on or before the End Date, as defined in the Merger Agreement, as amended, unless further amended by the parties.”