8-K
filed March 9, 2023, 6:59 PM ET
CIK 0001566373
M&A
confidence high
sentiment neutral
materiality 1.00
F-star Therapeutics, Inc.: M&A transaction — F-star Therapeutics acquired by invoX Pharma for $7.12 per share; merger completed
F-star Therapeutics, Inc.
- Tender offer expired with 16,308,869 shares (74.1%) tendered; all conditions met.
- Merger completed under Section 251(h); F-star becomes wholly owned subsidiary of invoX Pharma.
- Company shares to be delisted from Nasdaq; Form 15 to be filed to suspend SEC reporting.
- All directors and executive officers replaced; Eliot Forster and others departed; new board appointed.
- Aggregate merger consideration ~$119M; each share converted into $7.12 cash, net to holder.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Todd Brady departed as Director at F-star Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of (i) Eliot Forster, Ph.D., Nessan Bermingham, Ph.D., David Arkowitz, Todd Brady, M.D., Ph.D., Pamela Klein, M.D., Edward Benz Jr., M.D., and Geoffrey Race ceased serving as a member of the board of directors of the Company and each committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Neil Brewis was appointed as Director at F-star Therapeutics, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Benjamin Toogood, a director and the Chief Executive Officer of each of Parent and Purchaser, Tyron Hussey, Corporate Legal Counsel and Secretary of Parent and Secretary and Director of Purchaser, and Dr. Brewis, Chief Scientific Officer of the Company immediately prior to the Effective Time, became the members of the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Tyron Hussey was appointed as Director at F-star Therapeutics, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Benjamin Toogood, a director and the Chief Executive Officer of each of Parent and Purchaser, Tyron Hussey, Corporate Legal Counsel and Secretary of Parent and Secretary and Director of Purchaser, and Dr. Brewis, Chief Scientific Officer of the Company immediately prior to the Effective Time, became the members of the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Tyron Hussey was appointed as other_named_officer at F-star Therapeutics, Inc..
- Action
- became
Exact text from the filing
Mr. Toogood and Mr. Hussey became the officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Pamela Klein departed as Director at F-star Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of (i) Eliot Forster, Ph.D., Nessan Bermingham, Ph.D., David Arkowitz, Todd Brady, M.D., Ph.D., Pamela Klein, M.D., Edward Benz Jr., M.D., and Geoffrey Race ceased serving as a member of the board of directors of the Company and each committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Edward Benz Jr. departed as Director at F-star Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of (i) Eliot Forster, Ph.D., Nessan Bermingham, Ph.D., David Arkowitz, Todd Brady, M.D., Ph.D., Pamela Klein, M.D., Edward Benz Jr., M.D., and Geoffrey Race ceased serving as a member of the board of directors of the Company and each committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Benjamin Toogood was appointed as Director at F-star Therapeutics, Inc..
- Action
- became
- Role
- Director
Exact text from the filing
Benjamin Toogood, a director and the Chief Executive Officer of each of Parent and Purchaser, Tyron Hussey, Corporate Legal Counsel and Secretary of Parent and Secretary and Director of Purchaser, and Dr. Brewis, Chief Scientific Officer of the Company immediately prior to the Effective Time, became the members of the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Neil Brewis departed as Chief Scientific Officer at F-star Therapeutics, Inc..
- Action
- ceased
- Role
- Chief Scientific Officer
Exact text from the filing
Dr. Forster, Darlene Deptula-Hicks, Neil Brewis and Louis Kayitalire, M.D. ceased serving as an executive officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Nessan Bermingham departed as Director at F-star Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of (i) Eliot Forster, Ph.D., Nessan Bermingham, Ph.D., David Arkowitz, Todd Brady, M.D., Ph.D., Pamela Klein, M.D., Edward Benz Jr., M.D., and Geoffrey Race ceased serving as a member of the board of directors of the Company and each committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Eliot Forster departed as President and Chief Executive Officer at F-star Therapeutics, Inc..
- Action
- ceased
- Role
- President and Chief Executive Officer
Exact text from the filing
Dr. Forster, Darlene Deptula-Hicks, Neil Brewis and Louis Kayitalire, M.D. ceased serving as an executive officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Darlene Deptula-Hicks departed as other_named_officer at F-star Therapeutics, Inc..
- Action
- ceased
Exact text from the filing
Dr. Forster, Darlene Deptula-Hicks, Neil Brewis and Louis Kayitalire, M.D. ceased serving as an executive officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Louis Kayitalire departed as other_named_officer at F-star Therapeutics, Inc..
- Action
- ceased
Exact text from the filing
Dr. Forster, Darlene Deptula-Hicks, Neil Brewis and Louis Kayitalire, M.D. ceased serving as an executive officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Benjamin Toogood was appointed as other_named_officer at F-star Therapeutics, Inc..
- Action
- became
Exact text from the filing
Mr. Toogood and Mr. Hussey became the officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Geoffrey Race departed as Director at F-star Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of (i) Eliot Forster, Ph.D., Nessan Bermingham, Ph.D., David Arkowitz, Todd Brady, M.D., Ph.D., Pamela Klein, M.D., Edward Benz Jr., M.D., and Geoffrey Race ceased serving as a member of the board of directors of the Company and each committee thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David Arkowitz departed as Director at F-star Therapeutics, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of (i) Eliot Forster, Ph.D., Nessan Bermingham, Ph.D., David Arkowitz, Todd Brady, M.D., Ph.D., Pamela Klein, M.D., Edward Benz Jr., M.D., and Geoffrey Race ceased serving as a member of the board of directors of the Company and each committee thereof
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
F-star Therapeutics, Inc.: Restated certificate of incorporation amended and restated in its entirety.
- Change
- charter amendment
Exact text from the filing
the restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
F-star Therapeutics, Inc.: Amended and restated bylaws amended and restated in their entirety.
- Change
- bylaw amendment
Exact text from the filing
the restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
F-star Therapeutics, Inc. underwent a change of control involving invoX Pharma Limited for approximately $119.0 million (closed 2023-03-08).
- Action
- change of control
- Counterparty
- invoX Pharma Limited
- Consideration
- approximately $119.0 million
- Closing
- 2023-03-08
Exact text from the filing
at the Effective Time and treated as either an In the Money Option or an Out of the Money Option. The aggregate consideration paid in the Offer and the Merger was approximately $119.0 million, without giving effect to related transaction fees and expenses. The description of the Merger Agreement and the transactions contemplated thereby contained in this Introductory
View on SEC.gov
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