F-star Therapeutics says invoX offer extended to January 17

In a regulatory filing, F-star Therapeutics disclosed an amendment to the Tender Offer Statement related to the offer by a direct wholly-owned subsidiary of invoX Pharma Limited to purchase all of the issued and outstanding shares of F-star Therapeutics. The filing states: "On December 30, 2022, Purchaser, Parent, and SBP extended the Offer to 5:00 p.m., Eastern Time, on January 17, 2023, unless further extended. The Offer was previously set to expire at 5:00 p.m., Eastern Time, on December 30, 2022. The Depositary has advised Purchaser, Parent, and SBP that, as of 3:00 p.m., Eastern Time, on December 29, 2022, 16,737,146 Shares had been validly tendered into and not properly withdrawn from the Offer, representing approximately 76.11% of the outstanding Shares, and an additional approximately 1,440,891 Shares tendered pursuant to a notice of guaranteed delivery. On December 20, 2022, the Parties entered into Amendment No. 3 to the Merger Agreement to, among other things, reduce the standard for satisfaction of the Foreign Investment Condition from affirmative CFIUS Action to a standard of absence of any notification of any actual or threatened 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 in the absence of such action to enable the Parties to close the Offer no earlier than five (5) business days thereafter. In doing so, the Parties expressed to CFIUS their dual goals of (1) consummating the transactions contemplated by the Merger Agreement in order to keep U.S. patients in the potentially lifesaving cancer clinical trials sponsored by the Company and to avoid extensive employee layoffs, especially given the financing challenges of the Company as a stand-alone entity, and (2) continuing to proactively engage with CFIUS to address any unresolved national security risks. Between December 21 and December 29, the Parties continued to engage with CFIUS regarding the intended closing of the transaction. On December 29 at 12:05 AM Eastern Time, CFIUS issued an order to provide CFIUS adequate opportunity to continue its review and investigation and consider proposals to mitigate the identified national security risks. Later the same day, the Parties engaged in further discussion with CFIUS to help facilitate its review of the proposed transaction. CFIUS has confirmed to the Parties that it has determined that mitigation measures would be available and in discussions with the Parties indicated a draft National Security Agreement setting forth such mitigation measures would be sent to the Parties. To afford the Parties additional time to review the draft National Security Agreement and to continue discussions with CFIUS, Purchaser, Parent, and the Company entered into Amendment No. 4 to the Merger Agreement on December 30, 2022. Amendment No. 4 extends the End Date of the Merger Agreement from ‘one (1) minute past 11:59 p.m., Eastern Time, on December 30, 2022 to ‘one (1) minute past 11:59 p.m., Eastern Time, on January 31, 2023’."