On December 19, 2022, F-star Therapeutics, Inc., a Delaware corporation (the "Company"), 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. 2 ("Amendment No. 2") to the Agreement and Plan of Merger, dated as of June 22, 2022, 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, DEC 19, 2022, View Source [SID1234625400]). Capitalized terms used herein without definition shall have the same meanings as assigned to them in the Merger Agreement or Amendment No. 2, as the case may be.

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Amendment No. 2 extends the End Date of the Merger Agreement from December 19, 2022 at 5:00 p.m., Eastern Time, to December 30, 2022 at one (1) minute past 11:59 p.m., Eastern Time. The parties are in discussions with the Committee on Foreign Investment in the United States (CFIUS) regarding the Transactions and have extended the End Date to provide for additional time to satisfy the Foreign Investment Condition with respect to CFIUS.

CFIUS has identified national security risks arising from the Transactions and is continuing to consider whether mitigation measures could adequately resolve the identified risks. On December 15, 2022, CFIUS advised the parties that it is availing itself of another 45-day investigation period, and that its investigation will be completed by no later than January 30, 2022, unless extended further.

Previously, the regulatory body in the United Kingdom, where the Company is based, cleared the voluntary notice filing regarding the Transactions 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.

Other than as expressly modified pursuant to Amendment No. 2, 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 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. 2 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 2 attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference.