On February 1, 2023 F-star Therapeutics, Inc., a Delaware corporation (the "Company"), reported that invoX Pharma Limited, a private limited company organized under the laws of England and Wales ("Parent") and Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser" and together with the Company and Parent, the "Parties"), entered into Amendment No. 5 ("Amendment No. 5") to the Agreement and Plan of Merger, dated as of June 22, 2022, and as amended, by and among the Parties and Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands, as "Guarantor" (the "Merger Agreement") (Filing, 8-K, F-star, FEB 1, 2023, View Source [SID1234626704]). Capitalized terms used in this Current Report on Form 8-K without being defined herein shall have the same meanings ascribed to them in the Merger Agreement.
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The purpose of Amendment No. 5 is to extend the End Date of the Merger Agreement in order 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 and to complete the ongoing tender offer (the "Offer") whose expiration date has been extended to February 8, 2023, unless further extended, as described below.
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.
Other than as expressly modified pursuant to Amendment No. 5, the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") by the Company on June 23, 2022, remains in full force and effect as originally executed on June 22, 2022, as amended. The foregoing description of Amendment No. 5 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 5 attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference.