Item 8.01. Other Events.
On July 30, 2020, Spring Bank Pharmaceuticals, Inc. ("Spring Bank") and F-star
Therapeutics Limited, a private company registered in England and Wales
("F-star") held a joint conference call to discuss the business combination
pursuant to that certain share exchange agreement (the "Exchange Agreement"),
dated July 29, 2020, by and among Spring Bank, F -star and the holders of issued
shares in the capital of F-star and the holders of convertible notes of F-star
each as set forth in the Exchange Agreement pursuant to which, subject to the
satisfaction or waiver of the conditions set forth in the Exchange Agreement,
Spring Bank will acquire the entire issued share capital of F-star with F-star
Therapeutics, Inc. to continue as the combined organization (the "Exchange").
Forward-Looking Statements
This communication contains forward-looking statements (including within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended) concerning Spring Bank,
F-star, the proposed Exchange, the proposed Contingent Value Rights Agreements
(the "CVR Agreements") to be entered into by and among Spring Bank, F -star and
representatives of the Spring Bank stockholders pursuant to the Exchange
Agreement, and other matters. These statements may discuss goals, intentions and
expectations as to future plans, trends, events, results of operations or
financial condition, or otherwise, based on current beliefs of the management of
Spring Bank or F-star as well as assumptions made by, and information currently
available to, management of Spring Bank and F-star. Statements that are not
historical facts are forward-looking statements. Forward-looking statements
generally include statements that are predictive in nature and depend upon or
refer to future events or conditions, and include words such as "may," "will,"
"should," "would," "expect," "anticipate," "plan," "likely," "believe,"
"estimate," "project," "intend," and other similar expressions. Forward-looking
statements are based on current beliefs and assumptions that are subject to
risks and uncertainties and are not guarantees of future performance. Actual
results could differ materially from those contained in any forward-looking
statement as a result of various factors, including, without limitation: the
risk that the conditions to the closing of the proposed Exchange are not
satisfied, including the failure to obtain stockholder approval for the proposed
Exchange Issuance in a timely manner or at all; uncertainties as to the timing
of the completion of the proposed Exchange; the ability of each of Spring Bank
and F-star to complete the Exchange and other transactions contemplated by the
Exchange Agreement; the risk that, as a result of adjustments to the Exchange
Ratio, Spring Bank stockholders or F-star shareholders could own more or less of
the combined organization than is currently anticipated; the risk that the
conditions to payment under the Contingent Value Rights Agreements will be not
be met and that the contingent value rights thereunder may otherwise never
deliver any value to Spring Bank stockholders; and risks associated with the
possible failure to realize certain anticipated benefits of the proposed
Exchange, including with respect to future financial and operating results. The
foregoing review of important factors that could cause actual events to differ
from expectations should not be construed as exhaustive and should be read in
conjunction with statements that are included herein and elsewhere, including
the risk factors included in Spring Bank's most recent Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed
with the SEC. Spring Bank can give no assurance that the conditions to the
Exchange will be satisfied. Except as required by applicable law, Spring Bank
undertakes no obligation to revise or update any forward-looking statement, or
to make any other forward-looking statements, whether as a result of new
information, future events or otherwise.
Important Additional Information Will be Filed with the SEC
In connection with the proposed Exchange, Spring Bank intends to file relevant
materials with the SEC, including a registration statement on Form S-4 that will
contain a proxy statement/prospectus/information statement. INVESTORS AND
STOCKHOLDERS OF SPRING BANK ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT SPRING BANK, F-STAR, THE EXCHANGE AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the proxy
statement, prospectus and other documents filed by Spring Bank with the SEC
(when they become available) through the website maintained by the SEC at
www.sec.gov. In addition, investors and stockholders will be able to obtain free
copies of the proxy statement, prospectus and other documents filed by Spring
Bank with the SEC by contacting Spring Bank by mail at Spring Bank
Pharmaceuticals, Inc., 35 Parkwood Drive, Suite 210, Hopkinton, Massachusetts
01748, Attention: Corporate Secretary. Investors and stockholders are urged to
read the proxy statement, prospectus and the other relevant materials when they
become available before making any voting or investment decision with respect to
the Exchange.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Spring Bank and its directors and executive officers and F-star and its
directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Spring Bank in connection with
the Exchange. Information regarding the special interests of these directors and
executive officers in the Exchange will be included in the proxy
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statement/prospectus/information statement referred to above. Additional
information about Spring Bank's directors and executive officers is included in
Spring Bank's Annual Report on Form 10-K for the year ended December 31, 2019,
filed with the SEC on February 14, 2020. These documents are available free of
charge at the SEC website (www.sec.gov) and to investors and stockholders from
the Corporate Secretary of Spring Bank at the address above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Conference Call Script
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