--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-065376" form_type: "8-K" ticker: null cik: "0001566373" company_name: "F-star Therapeutics, Inc." filed_at: "2023-03-09T23:59:59+00:00" generated_at: "2026-06-18T07:00:40.677000+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # F-star Therapeutics acquired by invoX Pharma for $7.12 per share; merger completed ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-065376 - form_type: 8-K - cik: 0001566373 - company_name: F-star Therapeutics, Inc. - filed_at: 2023-03-09T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/d398766d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-065376 - JSON: https://secwatch.observer/filing/0001193125-23-065376.json - Plain text: https://secwatch.observer/filing/0001193125-23-065376.txt ## Key facts - Executive change Todd Brady departed as Director at F-star Therapeutics, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change Neil Brewis was appointed as Director at F-star Therapeutics, Inc.. - Action: became - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change Tyron Hussey was appointed as Director at F-star Therapeutics, Inc.. - Action: became - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change Tyron Hussey was appointed as other_named_officer at F-star Therapeutics, Inc.. - Action: became source text: Mr. Toogood and Mr. Hussey became the officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change Pamela Klein departed as Director at F-star Therapeutics, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change Edward Benz Jr. departed as Director at F-star Therapeutics, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change Benjamin Toogood was appointed as Director at F-star Therapeutics, Inc.. - Action: became - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change Neil Brewis departed as Chief Scientific Officer at F-star Therapeutics, Inc.. - Action: ceased - Role: Chief Scientific Officer source text: Dr. Forster, Darlene Deptula-Hicks, Neil Brewis and Louis Kayitalire, M.D. ceased serving as an executive officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change Nessan Bermingham departed as Director at F-star Therapeutics, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change Eliot Forster departed as President and Chief Executive Officer at F-star Therapeutics, Inc.. - Action: ceased - Role: President and Chief Executive Officer source text: Dr. Forster, Darlene Deptula-Hicks, Neil Brewis and Louis Kayitalire, M.D. ceased serving as an executive officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change Darlene Deptula-Hicks departed as other_named_officer at F-star Therapeutics, Inc.. - Action: ceased source text: Dr. Forster, Darlene Deptula-Hicks, Neil Brewis and Louis Kayitalire, M.D. ceased serving as an executive officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change Louis Kayitalire departed as other_named_officer at F-star Therapeutics, Inc.. - Action: ceased source text: Dr. Forster, Darlene Deptula-Hicks, Neil Brewis and Louis Kayitalire, M.D. ceased serving as an executive officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change Benjamin Toogood was appointed as other_named_officer at F-star Therapeutics, Inc.. - Action: became source text: Mr. Toogood and Mr. Hussey became the officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change Geoffrey Race departed as Director at F-star Therapeutics, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Executive change David Arkowitz departed as Director at F-star Therapeutics, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Governance Changes F-star Therapeutics, Inc.: Restated certificate of incorporation amended and restated in its entirety. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - Governance Changes F-star Therapeutics, Inc.: Amended and restated bylaws amended and restated in their entirety. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1566373/000119312523065376/0001193125-23-065376-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.