F-star Therapeutics, Inc., (Nasdaq: FSTX, as of November 23, 2020) a clinical-stage immuno-oncology company determined to transform the lives of patients with cancer through the development of innovative tetravalent mAb2 bispecific antibodies, today announced the completion of its business combination with Spring Bank Pharmaceuticals, Inc. (Nasdaq: SBPH through November 20, 2020), following Spring Bank stockholder approval on November 19, 2020.
"We are very excited to start our new journey as a public company through this combination with Spring Bank Pharmaceuticals," said Eliot Forster, President and CEO of F-star Therapeutics. "We are committed to finding new treatments to help patients with cancer live longer. By stopping the disease in its tracks and slowing progression, we envision a future in which cancer will be thought of as a chronic condition, where individuals can manage their disease, maintaining and enjoying productive lives."
Forster continued, "At F-star, we are pioneering a differentiated approach to bispecifics, using a natural human IgG1 antibody format that has already shown early signs of clinical activity, promising safety and employs established manufacturing processes. We seek to help the unmet medical needs of millions of patients with cancer whose initial immuno-oncology treatments have not achieved their hoped-for outcome."
Immediately prior to the combination, Spring Bank effectuated a 1:4 reverse stock split of shares of its common stock. Concurrent with the closing of the business combination today, each outstanding share of F-star was exchanged for Spring Bank common stock at an exchange ratio of 0.1125. The resulting ownership percentages for Spring Bank shareholders and F-star shareholders immediately as of the closing was 46.3% and 53.7%, respectively.
Concurrent with the closing of the combination, an investor syndicate that comprises Atlas, AESCAP, SR One, M Ventures, MH Partners and other new investors, invested $15 million in F-star. The projected cash and cash equivalents as of the close of the business combination are expected to be approximately $30 million, net of estimated transaction costs.
The combined company is now headquartered out of F-star's existing facilities in Cambridge, U.K. and Cambridge, MA. Spring Bank has been re-named F-star Therapeutics, Inc. and will commence trading on the Nasdaq Capital Market on November 23, 2020 under the ticker symbol "FSTX."
Effective with the closing of the combination today, Eliot Forster, Ph.D., MBA, is the President and Chief Executive Officer of the combined company, and the F-star executive management team will remain the key leadership team of the combined company. Additionally, the board of directors of the combined company consists of eight directors. Of the prior Spring Bank board, David Arkowitz, MBA, Todd Brady, M.D., Ph.D. and Pamela Klein, M.D., continue as members of the combined company's board of directors.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. served as lead legal counsel to F-star. Mills & Reeve LLP served as UK counsel to F-star, Ladenburg Thalmann & Co. Inc. acted as exclusive financial advisor to Spring Bank for the transaction and Lowenstein Sandler LLP served as legal counsel to Spring Bank.
About F-star Therapeutics, Inc.
F-star is a clinical-stage biopharmaceutical company developing tetravalent bispecific antibodies for a paradigm-shift in cancer therapy. By developing medicines that seek to block tumor immune evasion, the Company's goal is to offer patients greater and more durable benefits than current immuno-oncology treatments. Through its proprietary tetravalent, bispecific antibody (mAb²™) format, F-star's mission is to generate highly differentiated best-in-class drug candidates with monoclonal antibody-like manufacturability. For more information visit www.f-star.com.
