Spring Bank Pharmaceuticals’ Definitive Share Exchange Agreement With F-star Therapeutics


Lowenstein Sandler LLP advised Spring Bank Pharmaceuticals, Inc. on the deal.

Spring Bank Pharmaceuticals, Inc. (Nasdaq: SBPH), a clinical-stage biopharmaceutical company developing novel therapeutics for oncology and inflammatory diseases, and F-star Therapeutics Limited (F-star), a privately-held clinical-stage biopharmaceutical company focused on transforming the lives of patients with cancer through the development of innovative tetravalent bispecific (mAb2™) antibodies, have entered into a definitive share exchange agreement pursuant to which Spring Bank will, subject to stockholder approval, acquire all of the outstanding share capital of F-star in exchange for newly issued shares of Spring Bank in an all-stock transaction. The combined company, operating under the name F-star Therapeutics, Inc., will advance its immuno-oncology pipeline of multiple tetravalent bispecific antibody programs.

By developing medicines that seek to block tumor immune evasion, F-star’s goal is to offer patients greater and more durable benefits than current immuno-oncology treatments. The combined company plans to advance its pipeline through multiple clinical trials.

F-star anticipates raising additional capital at the closing of the proposed combination from current and potential new investors, and the combined company expects to have at least $40 million in cash prior to closing. This financing will help fund the further development of the combined company’s preclinical and clinical immuno-oncology programs.

The Lowenstein deal team advising Spring Bank included John D. “Jack” Hogoboom (Picture), Daniel C. Porco, and Madeline Roe (Corporate); Brian A. Silikovitz and Kristin V. Taylor (Tax); Robert J. Paradiso (Patent Counseling & Prosecution); and Andrew E. Graw and Christine Osvald-Mruz (Executive Benefits & Executive Compensation).

Involved fees earner: Andrew Graw – Lowenstein Sandler LLP; John Hogoboom – Lowenstein Sandler LLP; Christine Osvald-Mruz – Lowenstein Sandler LLP; Robert Paradiso – Lowenstein Sandler LLP; Daniel Porco – Lowenstein Sandler LLP; Madeline Roe – Lowenstein Sandler LLP; Brian Silikovitz – Lowenstein Sandler LLP; Kristin Taylor – Lowenstein Sandler LLP;

Law Firms: Lowenstein Sandler LLP;

Clients: Spring Bank Pharmaceuticals;

Author: Ambrogio Visconti