This Amendment No. 14 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 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following:
“On February 1, 2023, Purchaser, Parent and Guarantor extended the Offer to 5:00 p.m., Eastern Time, on February 8, 2023, unless
further extended. The purpose of the extension is to provide additional time for the parties to complete negotiations with the Committee on Foreign Investment in the United States (“CFIUS”) on the definitive terms of a mitigation
agreement. The parties believe they are in the late stages of negotiating definitive terms of such mitigation agreement in order to permit the removal of CFIUS’s Interim Order. However, there can be no assurances that the parties will reach
agreement with CFIUS on a mitigation agreement.
In connection therewith, the parties also entered into Amendment No. 5 to the Merger Agreement to
extend the End Date from one minute past 11:59 p.m., Eastern Time, on January 31, 2023 to one minute past 11:59 p.m., Eastern Time, on February 10, 2023. 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.
Further, pursuant to a request by CFIUS, the parties also voluntarily withdrew and immediately refiled the joint voluntary notification filing regarding the transaction. This “pull and refile” procedure was done entirely as an
administrative mechanism to permit additional time for the completion of the negotiations with CFIUS, as described above. No additional information or analysis was included therein.”
Forward-Looking Statements
This Amendment No. 14
contains forward-looking statements. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will
be” and similar expressions. These forward-looking statements include, without limitation, statements related to the consummation of the acquisition of the Company, the availability of mitigation measures and other statements that are not
historical facts.