Statement of Ownership (sc 13g)
February 01 2021 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
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(Amendment
No. )*
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F-star Therapeutics, Inc.
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(Name
of Issuer)
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Common Stock, par value $0.0001
per share
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(Title
of Class of Securities)
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30315R 107
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(CUSIP
Number)
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December 31,
2020
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(Date
of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP
No. 30315R 107
1
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Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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Merck Ventures
B.V.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ¨
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(b) x
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3
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SEC
USE ONLY
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4
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CITIZENship
or place of organization
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The Netherlands
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5
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sole
voting power
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493,710
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6
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shared
voting power
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0
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7
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sole
dispositive power
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493,710
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8
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shared
dispositive power
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0
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9
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aggregate
amount beneficially owned by each reporting person
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493,710
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10
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check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨
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11
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percent
of class represented by amount in row (9)
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5.4%
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12
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type
of reporting person (See Instructions)
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FI
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CUSIP No. 30315R
107
1
|
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
Merck B.V.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
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(a) ¨
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(b) x
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENship
or place of organization
|
The Netherlands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5
|
sole
voting power
|
|
493,710
|
|
6
|
shared
voting power
|
|
0
|
|
7
|
sole
dispositive power
|
|
493,710
|
|
8
|
shared
dispositive power
|
|
0
|
|
9
|
aggregate
amount beneficially owned by each reporting person
|
493,710
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨
|
11
|
percent
of class represented by amount in row (9)
|
5.4%
|
12
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type
of reporting person (See Instructions)
|
FI
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|
|
|
|
|
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CUSIP
No. 30315R 107
1
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Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
Merck KGaA
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ¨
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(b) x
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3
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SEC
USE ONLY
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4
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CITIZENship
or place of organization
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Germany
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5
|
sole
voting power
|
|
493,710
|
|
6
|
shared
voting power
|
|
0
|
|
7
|
sole
dispositive power
|
|
493,710
|
|
8
|
shared
dispositive power
|
|
0
|
|
9
|
aggregate
amount beneficially owned by each reporting person
|
493,710
|
10
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨
|
11
|
percent
of class represented by amount in row (9)
|
5.4%
|
12
|
type
of reporting person (See Instructions)
|
FI
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|
|
|
|
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CUSIP No. 30315R
107
Item 1.
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(a)
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Name of Issuer
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F-Star Therapeutics, Inc.
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(b)
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Address of Issuer’s
Principal Executive Offices
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Eddeva B920
Babraham Research Campus
Cambridge, CB22 3AT UK
Item 2.
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(a)
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Name of Person Filing
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This statement is filed by the
following entities (collectively, referred to as the “Reporting Persons”):
Merck Ventures B.V. is a wholly
owned subsidiary of Merck B.V. Merck B.V. may be deemed to have sole voting and dispositive power with respect to the shares held
by Merck Ventures B.V.
Merck Ventures B.V. is a wholly
owned indirect subsidiary of Merck KGaA, a publicly traded company. Merck KGaA may be deemed to have sole voting and dispositive
power with respect to the shares held by Merck Ventures B.V.
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(b)
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Address of Principal Business
Office or, if none, Residence
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The address of the principal
business office for Merck Ventures B.V. is:
Gustav Mahlerplein 102, Toyo
Ito Building, 20th Floor
1082 MA Amsterdam, The Netherlands
The address of the principal
business office for Merck B.V. is:
Tupolevlaan 41-61, Schiphol-Rijk
1119 NW, Netherlands
The address of the principal
business office for Merck KGaA is:
Frankfurter Straße 250
64293 Darmstadt, Germany
Merck Ventures B.V. is a private
limited company located in the Netherlands.
Merck B.V. is a private limited
company located in the Netherlands.
Merck
KGaA is a German public company (Frankfurt Stock Exchange, DAX 30).
CUSIP
No. 30315R 107
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(d)
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Title of Class of
Securities
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Common Stock, par value $0.0001
per share
30315R 107
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Item 3.
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If this statement is filed
pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing
is a:
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Not applicable.
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(a)
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Amount beneficially owned:
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See Row 9 of cover page for each Reporting Person.
See Row 11 of cover page for each Reporting
Person.
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(c)
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Number of shares as to
which the person has:
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(i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the
disposition of:
See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the
disposition of:
See Row 8 of cover page for each Reporting Person.
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Item 5.
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Ownership
of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not applicable.
CUSIP
No. 30315R 107
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company.
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Not applicable.
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Item 8.
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Identification and Classification
of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of
Group.
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Not applicable.
Not applicable.
CUSIP
No. 30315R 107
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: February 1, 2021
Merck
Ventures B.V.
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By:
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/s/ Jasper
Bos
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Name:
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Jasper Bos
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Title:
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Managing Director
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By:
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/s/ Hakan
Goker
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Name:
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Hakan Goker
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Title:
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Executive Investment
Director
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Merck
B.V.
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By:
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/s/ Spasena
Ivanova Yotova
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Name:
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Spasena Ivanova Yotova
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Title:
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Managing Director
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By:
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/s/ Saraswati
Khan
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Name:
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Saraswati Khan
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Title:
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Managing Director
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Merck
KGaA
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By:
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/s/ Rando
Bruns
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Name:
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Rando Bruns
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Title:
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Head of Treasury
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By:
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/s/ Marco
Rau
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Name:
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Dr. Marco Rau, LL.M.
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Title:
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Head of Legal Team Strategy
and Transformation
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CUSIP
No. 30315R 107
JOINT FILING AGREEMENT
The undersigned hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of F-Star Therapeutics, Inc. shall
be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date:
February 1, 2021
Merck
Ventures B.V.
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By:
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/s/ Jasper
Bos
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Name:
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Jasper Bos
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Title:
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Managing Director
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By:
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/s/ Hakan
Goker
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Name:
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Hakan Goker
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Title:
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Executive Investment
Director
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Merck
B.V.
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By:
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/s/ Spasena
Ivanova Yotova
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Name:
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Spasena Ivanova Yotova
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Title:
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Managing Director
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By:
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/s/ Saraswati
Khan
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Name:
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Saraswati Khan
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Title:
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Managing Director
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Merck
KGaA
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By:
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/s/ Rando
Bruns
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Name:
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Rando Bruns
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Title:
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Head of Treasury
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By:
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/s/ Marco
Rau
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Name:
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Dr. Marco Rau, LL.M.
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Title:
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Head of Legal Team Strategy
and Transformation
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