SPRING BANK PHARMACE

SBPH
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F-STAR THERAPEUTICS, INC. : Completion of Acquisition or Disposition of Assets, Material Modification to Rights of Security Holders, Changes in Registrant's Certifying Accountant, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K)

11/20/2020 | 04:43pm

Item 2.01 Completion of Acquisition or Disposition of Assets.



The Transaction



On November 20, 2020, F-star Therapeutics, Inc., formerly known as "Spring Bank
Pharmaceuticals, Inc.
" (the "Company"), completed its business combination (the
"Transaction") with F-star Therapeutics Limited ("F-star") in accordance with
the terms of the Share Exchange Agreement, dated as of July 29, 2020 (the
"Exchange Agreement"), by and among the Company, F-star and the holders of
issued shares in the capital stock of F-star and the holders of convertible
notes of F-star each as set forth therein (each a "Seller", and collectively
with holders of F-star securities who subsequently became parties to the
Exchange Agreement, the "Sellers"). Pursuant to the Exchange Agreement, each
ordinary share of F-star outstanding immediately prior to the closing of the
Transaction (the "Closing") was exchanged by the Seller that owns such F-star
shares for such number of duly authorized, validly issued, fully paid and
non-assessable shares of Company common stock as is equal to the exchange ratio
formula determined pursuant to the Exchange Agreement (the "Exchange Ratio"),
rounded to the nearest whole share of Company common stock (after aggregating
all fractional shares of Company common stock issuable to such Seller) and, as a
result, the Company became F-star Therapeutics, Inc. Also on November 20, 2020,
in connection with, and prior to completion of, the Transaction, the Company
effected a 1-for-4 reverse stock split of its common stock (the "Reverse Stock
Split") and, following the completion of the Transaction, changed its name to
"F-star Therapeutics, Inc." Following the completion of the Transaction, the
business of the Company became the business conducted by F-star, which is a
clinical stage immuno-oncology company focused on cancer treatment through its
proprietary tetravalent bispecific antibody programs. Unless otherwise noted,
all references to share amounts in this Current Report on Form 8-K reflect the
Reverse Stock Split.



Under the terms of the Exchange Agreement, at the Closing, the Company issued an
aggregate of 4,620,618 shares of its common stock to F-star shareholders, based
on an exchange ratio of 0.1125 shares of the Company's common stock for each
F-star ordinary share and stock option and RSU outstanding immediately prior to
the Closing. The exchange ratio was determined through arms-length negotiations
between the Company and F-star pursuant to a formula set forth in the Exchange
Agreement.



Pursuant to the Exchange Agreement, immediately prior to the Closing, certain
investors in F-star purchased $15.0 million of F-star's ordinary shares (the
"Pre-Closing Financing"). These ordinary shares of F-star were then exchanged at
the Closing for shares of the Company's common stock in the Transaction.



Pursuant to the Exchange Agreement, all outstanding options to purchase Company
. . .



Item 3.03. Material Modification to Rights of Security Holders.



As disclosed below under Item 5.07, at a special meeting of the Company's
stockholders held on November 19, 2020 (the "Special Meeting"), the Company's
stockholders approved an amendment to the Company's amended and restated
certificate of incorporation, as amended (the "Restated Certificate"), to effect
a reverse stock split of the Company's common stock at a ratio between
one-for-three and one-for-seven the exact ratio of which would be determined by
the Company and F-star (the "Split Amendment"). Additionally, at the Special
Meeting, the Company's stockholders approved an amendment to the Company's
Restated Certificate to change the Company's name from "Spring Bank
Pharmaceuticals, Inc.
" to "F-star Therapeutics, Inc." (the "Name Change
Amendment").



On November 20, 2020, immediately prior to the Closing, the Company filed the
Split Amendment with the Secretary of State of the State of Delaware and,
immediately after the Closing, the Company filed the Name Change Amendment with
the Secretary of State of the State of Delaware. As a result of the Reverse
Stock Split, the number of issued and outstanding shares of the Company's common
stock immediately prior to the Reverse Stock Split was reduced into a smaller
number of shares, such that every four shares of the Company's common stock held
by a stockholder immediately prior to the Reverse Stock Split were combined and
reclassified into one share of the Company's common stock. Immediately following
the Reverse Stock Split and the Transaction, there were approximately 9,070,418
shares of the Company's common stock outstanding.



No fractional shares were issued in connection with the Reverse Stock Split.
Stockholders of record who otherwise would be entitled to receive fractional
shares because they hold a number of pre-split shares not evenly divisible by
the number of pre-split shares for which each post-split share is to be
reclassified, will be entitled to a cash payment equal to the product of such
fraction to which the stockholder would otherwise be entitled multiplied by the
closing price of the Company's common stock on the Nasdaq Capital Market on the
last trading day prior to the Reverse Stock Split effective time (as adjusted to
give effect to the Reverse Stock Split), rounded up to the nearest whole cent.



The foregoing description of the Split Amendment and Name Change Amendment is
not complete and is subject to and qualified in its entirety by reference to the
Split Amendment and Name Change Amendment, copies of which are attached hereto
as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by
reference.



Item 4.01 Change in Registrant's Certifying Accountant.



(a) Dismissal of Previous Independent Registered Public Accounting Firm



At the completion of the Transaction on November 20, 2020, the audit committee
of the Company's board of directors dismissed RSM US LLP ("RSM") as the
Company's independent registered public accounting firm. At the completion of
the Transaction, on November 20, 2020, the Company's board of directors engaged
PricewaterhouseCoopers LLP, a United Kingdom entity ("PwC") as the independent
registered public accounting firm to audit the Company's financial statements
for the fiscal year ending December 31, 2020.



The reports of RSM on the Company's financial statements for each of the two
fiscal years ended December 31, 2019 and December 31, 2018 did not contain an
adverse opinion or a disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope or accounting principles.



In connection with the audits of the Company's financial statements for each of
the two fiscal years ended December 31, 2019 and December 31, 2018 and the
subsequent interim period through November 20, 2020, there were no
"disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and related instructions) between the Company and RSM on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to the satisfaction of RSM, would have
caused RSM to make reference to the subject matter of the disagreement in its
reports. During the two fiscal years ended December 31, 2019 and 2018 and in the
subsequent interim period through November 20, 2020 there were no "reportable
events" as that term is described in Item 304(a)(1)(v) of Regulation S-K.



The Company provided RSM with a copy of the disclosures it is making in this
Current Report on Form 8-K and requested that RSM furnish the Company with a
letter addressed to the SEC stating whether it agrees with the statements
contained herein. RSM's letter, dated November 20, 2020, is filed as Exhibit
16.1 to this Current Report on Form 8-K.



(b) Appointment of New Independent Registered Public Accounting Firm



On November 20, 2020, the audit committee approved the appointment of PwC as the
Company's new independent registered public accounting firm to audit the
Company's consolidated financial statements for the year ending December 31,
2020
. PwC served as independent registered public accounting firm of F-star
Therapeutics Limited
prior to the Transaction.



During the fiscal years ended December 31, 2019 and 2018, and the subsequent
interim period through November 20, 2020, neither the Company nor anyone acting
on behalf of the Company had consulted PwC regarding either: (i) the application
of accounting principles to a specified transaction, either completed or
proposed, the type of audit opinion that might be rendered on the Company's
. . .



Item 5.01 Changes in Control of Registrant.



The information set forth in Item 2.01 regarding the Transaction and the
information set forth in Item 5.02 regarding the Company's board of directors
and executive officers following the Transaction are incorporated by reference
into this Item 5.01.



Item. 5.02 Departure of Directors or Certain Officers; Election of Directors;



Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.



Departure of Directors and Officers



In accordance with the Exchange Agreement, on November 20, 2020, effective
immediately prior to the Closing, each of Timothy Clackson, Ph.D., Martin
Driscoll
, Kurt Eichler and Scott Smith resigned from the Company's board of
directors and any committees or subcommittees of the board of directors on which
they respectively served, which resignations were not the result of any
disagreements with the Company relating to the Company's operations, policies or
practices.



Immediately prior to the Closing, the employment of each of Martin Driscoll, R.
P. "Kris" Iyer
, Ph.D., Lori Firmani and Garrett Winslow, was terminated without
cause and each of such persons is entitled to certain severance payments and
benefits, including the vesting of his or her outstanding options, as described
in his or her severance agreements, respectively. For additional information
regarding these payments, please refer to "The Transaction - Interests of the
Spring Bank Directors and Executive Officers in the Transaction" on pages
142-146 of the proxy statement/prospectus filed by the Company on October 20,
2020
, which is incorporated by reference herein (the "Proxy
Statement/Prospectus").



Appointment of Directors



In accordance with the Exchange Agreement, immediately after the Closing, the
size of the Company's board of directors was fixed at eight members, consisting
of three members designated by the Company, who are David Arkowitz, Todd Brady,
M.D., Ph.D. and Pamela Klein, MD, and five members designated by F-star, who are
Eliot Forster, Ph.D., Nessan Bermingham, Ph.D., Edward Benz, Jr., M.D., Geoffrey
Race
, and Patrick Krol. In accordance with the Exchange Agreement, at the
Closing on November 20, 2020, the board of directors and its committees were
reconstituted, with Pamela Klein, M.D., Patrick Krol, and Geoffrey Race, being
appointed as Class I directors of the Company, whose terms expire at the
Company's 2022 annual meeting of stockholders, David Arkowitz, Nessan
Bermingham
, Ph.D., and Eliot Forster, Ph.D., being appointed as Class II
directors of the Company, whose terms expire at the Company's 2023 annual
meeting of stockholders, and Todd Brady, M.D., Ph.D. and Edward Benz, Jr., M.D.,
being appointed as Class III directors of the Company, whose terms expire at the
Company's 2021 annual meeting of stockholders. David Arkowitz, Geoffrey Race,
and Todd Brady, M.D., Ph.D. were appointed to the Company's Audit Committee
(with Mr. Arkowitz appointed to serve as chair of the committee); Geoffrey Race
and Nessan Bermingham, Ph.D. were appointed to the Company's Compensation
Committee (with Mr. Race appointed to serve as chair of the committee); and
Nessan Bermingham, Ph.D. and Pamela Klein, M.D. were appointed to the Nominating
and Governance Committee
(with Dr. Bermingham appointed to serve as chair of the
committee).



Biographical information regarding the Company's newly appointed directors is
set forth under the caption "Management Following the Exchange" in the Proxy
Statement/Prospectus and is incorporated by reference herein.



For a discussion of "related person" transactions (as such term is defined in
. . .



Item 5.03 Amendments to Articles of Incorporation or Bylaws.



The information set forth in Item 3.03 of this Current Report on Form 8-K is
hereby incorporated by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.



The Company held the Special Meeting on November 19, 2020. 12,934,162 shares of
common stock representing 74.9% of the outstanding common stock entitled to
vote, were represented by proxy or via live webcast. The stockholders of the
Company voted as set forth below on Proposal No. 1 through 4, each of which is
described in detail in the proxy statement/prospectus.



The final voting results for each matter submitted to a vote of the Company's
stockholders, which share amounts do not reflect the Reverse Stock Split, are as
follows:



Proposal No. 1. Approval of the Issuance of Common Stock in the Exchange.



Proposal to approve the issuance of Spring Bank common stock to the holders of
F-star share capital in the Exchange, including holders who purchase ordinary
shares of F-star in the Pre-Closing Financing, in accordance with the terms of
Exchange Agreement, in an amount representing more than 20% of the shares of
Spring Bank common stock outstanding immediately prior to the Exchange, which
will also constitute stockholder approval of a change of control of Spring Bank,
pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively.






Votes For Votes Against Abstentions Broker Non-Votes
8,576,562 38,359 958,932 3,360,309



Proposal No. 2. Approval of the Amendment to the Amended and Restated
Certificate of Incorporation of the Company to Effect the Reverse Stock Split.



Proposal to approve an amendment to the amended and restated certificate of
incorporation of the Company to effect a reverse stock split of the Company's
common stock at a split ratio as mutually agreed to by the Company and F-star in
the range of one new share for every three (3) shares to one new share for every
seven (7) shares outstanding (or any number in between).






Votes For Votes Against Abstentions Broker Non-Votes
11,772,720 190,455 970,987 0



Proposal No. 3. Amendment to Spring Bank's Amended and Restated Certificate of
Incorporation to change the Corporate name of Spring Bank from "Spring Bank
Pharmaceuticals, Inc.
" to "F-star Therapeutics, Inc.".



Proposal to approve an amendment to Spring Bank's amended and restated
certificate of incorporation to change the corporate name of Spring Bank from
"Spring Bank Pharmaceuticals, Inc." to "F-star Therapeutics, Inc." effective
upon the closing of the Exchange.






Votes For Votes Against Abstentions Broker Non-Votes
11,878,812 85,197 970,153 0



Proposal No. 4. Approval of a Postponement or Adjournment of the Special
Meeting.



Proposal to approve a postponement or adjournment of the Special Meeting, if
necessary, to solicit additional proxies if there are not sufficient votes in
favor of Proposal Nos. 1, 2 or 3.




Proposal was not necessary


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Item 7.01 Regulation FD Disclosure



On November 20, 2020, the Company announced the completion of the Transaction.
The press release is attached hereto as Exhibit 99.1 and incorporated by
reference herein. A copy of the slide presentation of the Company is attached
hereto as Exhibit 99.2. The information in this paragraph (including Exhibits
99.1 and 99.2) shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, and is not incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act.



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Item 8.01 Other Events.



Shares of the Company's common stock were previously listed on the Nasdaq
Capital Market under the symbol "SBPH." The Company's common stock is expected
to begin trading on the Nasdaq Capital Market under the symbol "FSTX" on
November 23, 2020. The new CUSIP number for the Company's common stock is 30315R
107. Additionally, the shares of Company common stock issued in the Transaction
have been approved for listing on the Nasdaq Capital Market



Item 9.01. Financial Statements and Exhibits.



(a) Financial Statements of Businesses Acquired.



The Company intends to file the financial statements required by Item 9.01(a) as
part of an amendment to this Current Report on Form 8-K no later than
71 calendar days after the required filing date for this Current Report on
Form 8-K.



(b) Pro Forma Financial Information.



The Company intends to file the financial statements required by Item 9.01(b) as
part of an amendment to this Current Report on Form 8-K no later than
71 calendar days after the required filing date for this Current Report on
Form 8-K.



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(d) Exhibits



Exhibit
Number Description

2.1 Share Exchange Agreement, dated as of July 29, 2020, by and among
Spring Bank Pharmaceuticals, Inc., F-star Therapeutics Limited and the
persons listed therein (incorporated by reference to Exhibit 2.1 to
the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission
on July 30, 2020).

3.1 Certificate of Amendment (Reverse Stock Split) to the Amended and
Restated Certificate of Incorporation of the Company, dated
November 20, 2020.

3.2 Certificate of Amendment (Name Change) to the Amended and Restated
Certificate of Incorporation of the Company, dated November 20, 2020.


10.1* Executive Service Agreement, dated as of October 1, 2018, as amended
July 22, 2020, by and between F-star Biotechnology Limited and Eliot
Forster
, Ph.D.

10.2* Consulting Agreement, dated as of May 1, 2019, by and between F-star
Therapeutics LLC and Darlene Deptula-Hicks.

10.3* Service Agreement, dated as of July 23, 2020, by and between F-star
Biotechnology Limited and Neil Brewis, Ph.D.

10.4* Employment Agreement, dated as of July 24, 2020, by and between
F-star Therapeutics LLC and Louis Kayitalire, M.D.

10.5* Form of Indemnification Agreement, by and between F-star
Therapeutics, Inc. and each of its directors and executive officers.


10.6 STING Agonist Contingent Value Rights Agreement, dated as of
November 20, 2020, by and between Spring Bank Pharmaceuticals, Inc.,
F-star Therapeutics Limited, Computershare Inc., Computershare Trust
Company, N.A.
, and the Holder Representative.

10.7 STING Antagonist Contingent Value Rights Agreement, dated as of
November 20, 2020, by and between Spring Bank Pharmaceuticals, Inc.,
F-star Therapeutics Limited, Computershare Inc., Computershare Trust
Company, N.A.
, and the Holder Representative.

16.1 Letter from RSM US LLP dated November 20, 2020.

99.1 Press Release dated November 20, 2020.

99.2 Presentation.

104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)





* Management contract or compensatory plan or arrangement.



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