UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 10)

F-STAR THERAPEUTICS, INC.

(Name of Subject Company)

SINO BIOPHARMACEUTICAL LIMITED,

INVOX PHARMA LIMITED

and

FENNEC ACQUISITION INCORPORATED

(Names of Filing Persons (Offerors))

Common Stock, $0.0001 par value per share
(Title of Class of Securities)

30315R 107
(CUSIP Number of Class of Securities)

Tyron Hussey

invoX Pharma Limited

5 Merchant Square

London, United Kingdom, W2 1AY

+44 203 786 5144

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)

With a copy to:

George Casey

George Karafotias
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 10 to Schedule TO (together with any exhibits and annexes attached hereto, and as it may be amended or supplemented from time to time, this “Amendment”) is filed by (i) Fennec Acquisition Incorporated, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), which is a direct wholly-owned subsidiary of Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“SBP”), (ii) Parent and (iii) SBP, and amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 7, 2022 (together with any amendments and supplements thereto, the “Schedule TO”) by Purchaser, Parent, and SBP. The Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares (each, a “Share” and collectively, the “Shares”) of common stock, par value $0.0001 per share, of F-star Therapeutics, Inc., a Delaware corporation (the “Company”), for $7.12 per Share, payable net to the holder in cash, without interest, subject to any withholding taxes required by applicable law, and on the terms and subject to the conditions set forth in the Offer to Purchase, dated July 7, 2022 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(a) to the Schedule TO, and in the accompanying letter of transmittal, a copy of which is attached as Exhibit (a)(1)(b) to the Schedule TO, and which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Items 1 through 9; Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items 1 through 9 and Item 11 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraph thereto:

“On December 20, 2022, Purchaser, Parent, and SBP extended the Offer to one (1) minute past 11:59 p.m., Eastern Time, on December 28, 2022, unless further extended. The Offer was previously set to expire at 5:00 p.m., Eastern Time, on December 23, 2022. The Depositary has advised Purchaser, Parent, and SBP that, as of 4:00 p.m., Eastern Time, on December 20, 2022, 13,740,759 Shares had been validly tendered into and not properly withdrawn from the Offer, representing approximately 62.49% of the outstanding Shares, and an additional approximately 231,597 Shares tendered pursuant to a notice of guaranteed delivery.

The Foreign Investment Condition of the Offer with respect to CFIUS has not yet been satisfied. As a result, on December 20, 2022, Purchaser, Parent, and the Company entered into Amendment No. 3 (“Amendment No. 3”) to the Merger Agreement, in order to: (i) include a Failure to Satisfy Offer Termination within the scope of the Equity Financing; and (ii) amend the Foreign Investment Condition of the Offer with respect to CFIUS to provide that it will be satisfied if: a declaration or notification has been made to or requested by CFIUS with respect to the transactions contemplated by the Merger Agreement, (x) the CFIUS Action with respect to such declaration or notification has occurred or (y) the Parties have not received notification of any actual or threatened commencement of any legal proceeding, issuance of any order, or taking of any other action, by or on behalf of CFIUS that would seek to enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by the Merger Agreement. Subject to satisfaction of the Foreign Investment Condition, as modified by Amendment No. 3, and other customary closing conditions, the parties intend to proceed with closing and consummate the Merger on the business day immediately following expiration of the Offer at one (1) minute past 11:59 p.m., Eastern Time, on December 28, 2022.”

Items 4 through 6; Item 11.

The Offer to Purchase and Items 4 through 6 and Item 11 of the Schedule TO, to the extent such Items 4 through 6 and Item 11 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

“Promptly following the Effective Time, Parent intends to transfer all of the outstanding shares of FTL from the Surviving Corporation to Parent (the “Share Transfer”). Following the Share Transfer, FTL will be a direct wholly-owned subsidiary of Parent and an indirect subsidiary of SBP.

Immediately following the consummation of the Share Transfer, Ben Toogood, Tyron Hussey and Neil Brewis intend to resign as members of the board of directors of the Surviving Corporation, and Ben Toogood and Tyron Hussey intend to resign as officers of the Surviving Corporation, and Parent intends appoint one or more independent directors (the “Independent Directors”) to the board of directors to oversee the administration or divestiture of all of the assets and liabilities of the Surviving Corporation in the United Sates (the “U.S. Assets”). The Independent Directors will have all rights and powers necessary to hold the U.S. Assets separate from Parent and its affiliates, and the power and authority to administer or divest the U.S. Assets.”

Item 1; Items 4 through 5; Item 11.

The Offer to Purchase and Items 1, Items 4 through 5, and Item 11 of the Schedule TO, to the extent such Items 1, Items 4 through 5, and Item 11 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

“● (a) any consent, approval or clearance with respect to, or terminations or expiration of any applicable mandatory waiting period (and any extensions thereof) imposed under the HSR Act or any foreign Antitrust Laws shall have been obtained, shall have been received or shall have terminated or expired, as the case may be, and if applicable, all antitrust investigations by the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) have been closed; and in the event the parties receive a letter from the FTC or DOJ that the applicable waiting period will expire imminently or has expired but the FTC or DOJ is still investigating the transactions contemplated by the Merger Agreement, such antitrust investigation will be deemed closed thirty (30) days after receipt of such letter unless the FTC or DOJ issues a request to the parties seeking information or otherwise indicates that it continues to actively investigate the transaction, in which case, such antitrust investigation will be deemed open until the earlier of (i) the FTC or DOJ indicating that its investigation is closed, (ii) thirty (30) days after the parties have supplied any requested information to the FTC or DOJ if the FTC or DOJ has indicated that it has no further requests or questions for the parties, or (iii) thirty (30) days after the FTC or DOJ has indicated its investigation is still open so long as it has not sought during that time any information from the parties about the transactions contemplated by the Merger Agreement, (b) if a declaration or notification has been made to or requested by CFIUS with respect to the transactions contemplated by the Merger Agreement, (i) the CFIUS Action with respect to such declaration or notification has occurred or (ii) the Parties have not received notification of any actual or threatened commencement of any legal proceeding, issuance of any order, or taking of any other action, by or on behalf of CFIUS that would seek to enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by the Merger Agreement, and (c) if any declaration, notification or report forms have been filed or are required to be filed with the applicable governmental body under any applicable foreign investment rules, including the NSIA, the applicable consent, approval or clearance with respect to such declaration, notification or report has been obtained;”

“(f) (i) if a declaration or notification has been made to or requested by CFIUS with respect to the transactions contemplated by the Merger Agreement, including the Offer and the Merger, (A) the CFIUS Action with respect to such declaration or notification has occurred or (B) the Parties have not received notification of any actual or threatened commencement of any legal proceeding, issuance of any order, or taking of any other action, by or on behalf of CFIUS that would seek to enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by the Merger Agreement, and (ii) if any declaration, notification or report forms have been filed or are required to be filed with the applicable governmental body under any applicable Foreign Direct Investment Laws, including the NSIA, with respect to the transactions contemplated by the Merger Agreement, including the Offer and the Merger, the applicable consent, approval or clearance with respect to such declaration, notification or report has been obtained (each of the conditions in this clause “(f)”, the “Foreign Investment Condition”);”

Items 5 through 6; Item 11.

The Offer to Purchase and Items 5 through 6 and Item 11 of the Schedule TO, to the extent such Items 5 through 6 and Item 11 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

“On December 20, 2022, Purchaser, Parent, and the Company entered into Amendment No. 3 (“Amendment No. 3”) to the Merger Agreement. Amendment No. 3 amends the Foreign Investment Condition of the Offer with respect to CFIUS. Amendment No. 3 also amends the Equity Financing provisions of the Merger Agreement include a Failure to Satisfy Offer Termination.

Other than as expressly modified pursuant to Amendments No. 1, 2, and 3, the Merger Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2022, remains in full force and effect as originally executed on June 22, 2022. The foregoing description of Amendment No. 3 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 3 attached as Exhibit (d)(11) hereto and incorporated herein by reference.”

“Equity Financing; Securities Purchase Agreement. In the event that the Merger Agreement is terminated pursuant to (a) a Legal Restriction Termination, if the issuance of the relevant order, decree or ruling, or the taking of the relevant action, is pursuant to any Foreign Direct Investment Law or (b) a Failure to Satisfy Offer Termination or an End Date Termination, if the failure of the Offer Acceptance Time to have occurred by the End Date (not taking into the account whether the Minimum Condition is then satisfied) is a result of the failure to satisfy the Foreign Investment Condition (as defined below) on or before such date, then the Company may elect to consummate the Equity Financing (as defined below), which election may be made in the Company’s sole discretion, by delivering to Parent within ten (10) business days of any such termination, a written notice (the “Financing Election Notice”) of its decision to elect to consummate the Equity Financing, and thereupon, within one (1) business day of the Company’s delivery of the Financing Election Notice to Parent, the Company, Parent, Purchaser and SBP will execute and deliver a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which the Company will issue Parent (or its applicable affiliate(s)), shares of Common Stock for an aggregate purchase price of $12,000,000 at a purchase price per share equal to $4.49 per share; provided, however, that (i) if the volume weighted average of the closing price per share of Common Stock for the five trading days immediately preceding the date of the execution of the Securities Purchase Agreement as reported by Bloomberg L.P. (the “5-day VWAP Price”) is greater than $4.49, then the purchase price shall be an amount equal to the lesser of (A) the 5-day VWAP Price and (B) $7.12, or (ii) if the Company is conducting a concurrent placement of shares of Common Stock, in which case the purchase price shall be calculated pursuant to this clause (ii) only, then the purchase price shall be an amount equal to the lesser of (A) the same price per share of Common Stock paid by the investors in connection with such placement, (B) if the 5-day VWAP Price is greater than $4.49, then the 5-day VWAP Price, and (C) $7.12 (the “Equity Financing”).”

Item 11. Additional Information.

The Offer to Purchase and Item 11 of the Schedule TO, to the extent such Item 11 incorporates by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

The information set forth in Section 16 — “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented as follows:

“The Foreign Investment Condition of the Offer with respect to CFIUS has not yet been satisfied. As a result, on December 20, 2022, Purchaser, Parent, and the Company entered into Amendment No. 3 (“Amendment No. 3”) to the Merger Agreement, in order to: (i) include a Failure to Satisfy Offer Termination withing the scope of the Equity Financing; and (ii) amend the Foreign Investment Condition of the Offer with respect to CFIUSs to provide that it will be satisfied if: a declaration or notification has been made to or requested by CFIUS with respect to the transactions contemplated by the Merger Agreement, (x) the CFIUS Action with respect to such declaration or notification has occurred or (y) the Parties have not received notification of any actual or threatened commencement of any legal proceeding, issuance of any order, or taking of any other action, by or on behalf of CFIUS that would seek to enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated by the Merger Agreement. Subject to satisfaction of the Foreign Investment Condition, as modified by Amendment No. 3, and other customary closing conditions, the parties intend to proceed with closing and consummate the Merger on the business day immediately following expiration of the Offer at one (1) minute past 11:59 p.m., Eastern Time, on December 28, 2022.”

Amendments to the Offer to Purchase and the Other Exhibits to the Schedule TO.

Exhibits (a)(1)(a) through (a)(1)(e) to the Schedule TO (and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items 1 through 9 and Item 11 incorporate by reference the information contained in such Exhibits (a)(1)(a) through (a)(1)(e)) are hereby amended and supplemented as follows:

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit(s):

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 20, 2022

EXHIBIT INDEX