SBPH Spring Bank Pharmaceuticals Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

F-star Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 7, 2021

To Our Stockholders:

You are cordially invited to attend the 2021 annual meeting of stockholders of F-star Therapeutics, Inc. to be held at 9:00 a.m. Eastern Time on Friday, June 4, 2021. As a result of public health and travel guidance due to COVID-19, this year’s annual meeting will be conducted solely via live audio webcast on the internet. You will be able to attend the virtual annual meeting, vote and submit your questions during the annual meeting by visiting www.meetingcenter.io/201675399, password FSTX2021. You will not be able to attend the annual meeting in person.

Details regarding the meeting, the business to be conducted at the meeting, and information about F-star Therapeutics, Inc. that you should consider when you vote your shares are described in this proxy statement.

At the annual meeting, two (2) persons will be elected to our Board of Directors. In addition, we will ask stockholders to approve and to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. The Board of Directors recommends the approval of each of these proposals. Such other business will be transacted as may properly come before the annual meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to most of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 20, 2021, we will commence sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2021 annual meeting of stockholders and our 2020 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone and how to access the virtual annual meeting and includes instructions on how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the virtual annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in person at the virtual annual meeting or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of F-star Therapeutics, Inc.

F-STAR THERAPEUTICS, INC.

Eddeva B920, Babraham Research Campus

Cambridge, CB22 3AT, United Kingdom

+44-1223-497400

April 7, 2021

By mail to:

Computershare

F-star Therapeutics, Inc. Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

A list of stockholders of record will be available at the annual meeting and, during the 10 days prior to the annual meeting, by sending a written request to: Attention: Corporate Secretary, Eddeva B920, Babraham Research Campus, Cambridge, CB22 3AT, Cambridge, United Kingdom. All stockholders are cordially invited to attend the virtual annual meeting. Whether you plan to attend the annual meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting.

TABLE OF CONTENTS

F-STAR THERAPEUTICS, INC.

Eddeva B920, Babraham Research Campus

Cambridge, CB22 3AT, United Kingdom

+44-1223-497400

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why is the Company Soliciting My Proxy?

The Board of Directors of F-star is soliciting your proxy to vote at the 2021 annual meeting of stockholders to be held virtually on Friday, June 4, 2021 at 9:00 a.m. Eastern Time and any adjournments of the meeting, which we refer to as the annual meeting. The proxy statement along with the accompanying Notice of Annual Meeting of Stockholders summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.

This year, our Annual Meeting will be held in a virtual meeting format only. To attend the virtual Annual Meeting, go to www.meetingcenter.io/201675399, password FSTX2021, shortly before the meeting time, and follow the instructions for downloading the Webcast. You need not attend the annual meeting in order to vote.

We have made available to you on the Internet or have sent you this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 because you owned shares of F-star common stock on the record date. We intend to commence distribution of the Important Notice Regarding the Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, and, if applicable, the proxy materials to stockholders on or about April 20, 2021.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your F-star Therapeutics, Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 1, 2021.

You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

By email: Forward the email from your broker, or attach an image of your legal proxy, to

  legalproxy@computershare.com.

By mail:

Computershare

F-star Therapeutics, Inc., Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Why is the Company Holding a Virtual Annual Meeting?

Due to the ongoing public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our directors, employees and stockholders, we are relying on the latest technology to host a virtual meeting. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. Stockholders will be able to attend the meeting online and submit questions by visiting www.meetingcenter.io/201675399, password FSTX2021. Stockholders will also be able to vote their shares electronically during the meeting.

What Happens if There Are Technical Difficulties during the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual annual meeting, voting at the annual meeting or submitting questions at the annual meeting. If you

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encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the meeting log-in page.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received a Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials, how to access the virtual meeting, and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.

Who Can Vote?

Only stockholders who owned our common stock at the close of business on April 5, 2021 are entitled to vote at the annual meeting. On this record date, there were 9,100,320 shares of our common stock outstanding and entitled to vote. Our common stock is our only class of voting stock.

You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meeting and not revoked prior to the annual meeting, will be voted at the annual meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes Do I Have?

Each share of our common stock that you own entitles you to one vote.

How Do I Vote?

Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted for or withheld for each nominee for director and whether your shares should be voted for, against or abstain with respect to the other proposal. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the annual meeting. If your shares are registered directly in your name through our stock transfer agent, Computershare Trust Company, N.A., you may vote:

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Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on June 3, 2021.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the virtual annual meeting, you will need the 15-digit control number included in your Notice of Proxy Materials or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Time, and you should allow ample time to test your computer and for the check-in procedures.

How Does the Board of Directors Recommend That I Vote on the Proposals?

The Board of Directors recommends that you vote as follows:

If any other matter is presented at the annual meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.

May I Change or Revoke My Proxy?

If you give us your proxy, you may change or revoke it at any time before the annual meeting. You may change or revoke your proxy in any one of the following ways:

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Your most current vote, whether by telephone, Internet or proxy card, is the one that will be counted.

What if I Receive More Than One Notice or Proxy Card?

You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of your shares are voted.

Will My Shares be Voted if I Do Not Vote?

If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above under “How Do I Vote?” If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares has the authority to vote your unvoted shares only on the ratification of the appointment of our independent registered public accounting firm (Proposal 2 of this proxy statement) without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the annual meeting and in the manner you desire. A “broker non-vote” will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority.

Your bank, broker or other nominee does not have the ability to vote your uninstructed shares in the election of directors. Therefore, if you hold your shares in street name it is critical that you cast your vote if you want your vote to be counted for the election of directors (Proposal 1 of this proxy statement).

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Where Can I Find the Voting Results of the Annual Meeting?

The preliminary voting results may be announced at the annual meeting. We will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the annual meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

What Are the Costs of Soliciting these Proxies?

We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

What Constitutes a Quorum for the Annual Meeting?

The presence, virtually in person or by proxy, of the holders of a majority of the voting power of all outstanding shares of our common stock entitled to vote at the annual meeting is necessary to constitute a quorum at the annual meeting. Votes of stockholders of record who are virtually present at the annual meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

If you do not wish to participate in “householding” and would like to receive your own Notice or, if applicable, set of F-star’s proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another F-star stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

What are the implications of being an “emerging growth company” and a “smaller reporting company”?

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As such, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an emerging growth company until the earliest of the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; the last day of the fiscal year following the fifth anniversary of the date of the completion of our initial public offering; the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We will remain a smaller reporting company as long as our public float is less than $700 million and we have less than $100 million in annual revenues.

What was the “Transaction”?

On November 20, 2020, F-star Therapeutics, Inc., formerly known as Spring Bank Pharmaceuticals, Inc. (“Spring Bank”), 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 F-star Therapeutics, Inc., 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. Pursuant to the Exchange Agreement, each ordinary share of F-star outstanding immediately prior to the closing of the Transaction (the “Closing”) was exchanged for such number of duly authorized, validly issued, fully paid and non-assessable shares of F-star Therapeutics, Inc. common stock as was equal to the exchange ratio formula determined pursuant to the Exchange Agreement (the “Exchange Ratio”), rounded to the nearest whole share of F-star Therapeutics, Inc. common stock. Also on November 20, 2020, in connection with, and prior to completion of, the Transaction, Spring Bank effected a 1-for-4 reverse stock split of its common stock (the “Reverse Stock Split”). Unless otherwise noted, all references to share amounts in this Proxy Statement reflect the Reverse Stock Split.

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reflect discretionary bonuses paid in 2019 for performance during 2018.

Narrative Disclosure to Summary Compensation Table

Our Compensation Committee conducts an annual review and evaluation of all elements of our executive compensation program to determine whether our program is competitive with the companies with which we compete for executive talent and to ensure that the program effectively incentivizes management to build stockholder value. The Compensation Committee engaged Pearl Meyer, an executive compensation consulting firm experienced in the development of executive compensation programs for the biopharmaceutical industry, to review and provide recommendations concerning all of the components of our executive compensation program. Pearl Meyer performs services solely on behalf of the Compensation Committee and has no relationship with the Company or management except as it may relate to performing such services for which they were engaged. Pearl Meyer assists the Compensation Committee in defining the appropriate landscape of comparable companies for executive compensation levels and practices and in comparing our executive compensation program against those companies and the broader marketplace. Our Compensation Committee considers peer group and other industry compensation data along with the recommendations of our compensation consultant when making decisions related to executive compensation. Specifically, our Compensation Committee considers the competitiveness of our compensation program, internal perceptions of equity and individual performance and role of each executive when making compensation determinations. Our Compensation Committee, applying its judgment and discretion, uses the peer group data provided by Pearl Meyer primarily to ensure that our executive compensation program and its constituent elements are and remain competitive in relation to our peer companies.

Base salary and annual bonus amounts. We pay base salaries to recognize the experience, skills, knowledge and responsibilities required of all of our employees, including our named executive officers. None of our executive officers are currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. All of our named executive officers are eligible to

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receive annual cash bonuses, at the discretion of our Board of Directors, which promote and reward our executives for the achievement of key strategic and business goals. We establish bonus targets based on a percentage of base salary for each of our employee executive officers and at the discretion of the board for our chief financial officer. Each year we approve a set of specified corporate and individual goals for our executive officers and conduct an annual performance review to determine the attainment of such goals. Executive officer bonuses are based on the achievement of these corporate and individual goals. Our Compensation Committee and Board of Directors make the final determination of the extent to which such goals were achieved and the final amount of such bonus awards.

In Q1 2021, our Compensation Committee increased base salaries for our named employee executive officers, Dr. Forster, Dr. Brewis and Dr. Kayitalire. For the 2020 bonus plan period covering the 12-month period beginning on January 1, 2020 and ending on December 31, 2020, our corporate goals were generally related to clinical, preclinical, operational and financing objectives and Dr. Forster, Dr. Brewis and Dr. Kayitalire were eligible for performance bonuses of 50%, 40% and 40%, respectively, of their respective base salaries. Ms. Deptula-Hicks bonus is at the discretion of the Board of Directors. Based on the Compensation Committee certifying the achievement of 65% of our 2020 goals, in Q1 2021, we awarded bonuses to Dr. Forster, Ms. Deptula-Hicks, Dr. Brewis and Dr. Kayitalire of £142,269 ($195,848), $98,000, £78,000 ($107,375) and $117,000, respectively.

In January 2020, the Spring Bank Compensation Committee determined to not increase any base salaries for the Spring Bank named executive officers. Accordingly, the annual base salaries for Mr. Driscoll, Dr. Iyer and Mr. Freve remained at $495,000, $378,000 and $363,000, respectively. 

Equity incentive grants. Our Compensation Committee believes that equity grants provide our executives with a strong link to our long-term performance, create a positive ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants with time-based vesting promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. As noted above, in late 2020, Pearl Meyer advised our Compensation Committee that as a result of the Transaction and Exchange Ratio the then outstanding long-term incentive awards held by our executive officers offered little retentive value. As a result, when making 2021 equity awards, our Compensation Committee considered the lack of long-term incentive value held by our executive officers under existing awards, and determined that driving retention of key employees should be a significant factor in the Company’s overall compensation program, particularly in light of the transition to four programs now in the clinic.

In Q1 2021, we granted restricted stock units (RSUs) to our named executive officers and granted Dr. Forster, Ms. Deptula-Hicks, Dr. Brewis and Dr. Kayitalire RSUs to purchase 142,000, 30,000, 18,000 and 29,000 shares of our common stock, respectively. Additionally, in Q1 2021 we granted options to Dr. Forster, Ms. Deptula-Hicks, Dr. Brewis and Dr. Kayitalire to purchase 127,924, 25,894, 12,880 and 22,561 shares of our common stock, respectively. All of these options have an exercise price of $7.24 per share.

In July 2020, we granted options under the F-star 2019 Equity Incentive Plan (the “2019 Plan”) to purchase 228,375 and 70,312 shares, respectively, to each of Drs. Forster and Brewis. The options were granted with exercise prices equal to approximately £0.01, and vest as to 25% of the total shares underlying shares on the first anniversary of the grant date, with the remainder vesting in equal monthly installments over the ensuing 36 months, subject to the holder’s continued service through the applicable vesting date. In July 2020, F-star also granted a restricted stock unit award under the 2019 Plan representing 26,437 shares to Ms. Deptula-Hicks and 26,437 shares to Dr. Kayitalire. The RSUs vest as to 25% of the total shares underlying shares on the first anniversary of the grant date, with the remainder vesting in equal monthly installments over the ensuing 36 months, subject to the holder’s continued service through the applicable vesting date.

In March 2020, in light of the fact that all outstanding equity awards held by the Spring Bank executive officers were significantly out-of-the-money and did not offer meaningful long-term incentive to executive

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officers, the Spring Bank Compensation Committee determined to grant stock options and restricted stock units, or RSUs, to the Spring Bank named executive officers. Mr. Driscoll received options to purchase 40,000 shares of Spring Bank common stock and 40,000 RSUs, Dr. Iyer received options to purchase 20,000 shares of Spring Bank common stock and 20,000 RSUs, and Mr. Freve received options to purchase 25,000 shares of Spring Bank common stock and 25,000 RSUs. All of these options had an exercise price of $1.41 per share. At the Closing of the Transaction in November 2020, the vesting of these RSUs was accelerated and these Options, being out of the money, were forfeited.

Other Elements of Compensation

401(k) Plan. We maintain a 401(k) defined contribution plan for substantially all of our U.S. based employees. Eligible employees may make pretax contributions to the 401(k) plan up to statutory limits. At the election of our Board of Directors, we may elect to match employee contributions. For the years ended December 31, 2020 and December 31, 2019, we paid a matching contribution of up to 50% of the first 6% of the employee contribution.

The F-star 2019 Equity Incentive Plan (the “2019 Plan”) and the Amended and Restated 2015 Stock Incentive Plan (the “2015 Plan”). We maintain the 2019 Plan which was adopted on May 7, 2019, and the 2015 Plan, which was adopted in December 2015. The 2019 Plan and the 2015 Plan each allow for the grant of equity to eligible service providers. The material terms of the 2019 Plan and the 2015 Plan are summarized below.

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Eligibility and Administration

F-star employees, directors and consultants are eligible to receive awards under the 2019 Plan and the 2015 Plan. The 2019 Plan and the 2015 Plan are administered by the F-star Board of Directors, which may delegate its duties and responsibilities to one or more committees of directors and/or officers, which is referred to collectively as the plan administrator below. The plan administrator also has the authority to determine which eligible service providers receive awards, grant awards and set the terms and conditions of all awards under the 2019 Plan and the 2015 Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the 2019 Plan and the 2015 Plan.

Health/Welfare Plans. All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical and dental benefits; medical and dependent care flexible spending accounts; and short- and long-term disability insurance.

We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

Executive Officer Employment Agreements, Severance and Change in Control Arrangements

Eliot Forster, Ph.D. F-star entered into an employment agreement with Dr. Forster in October 2018, which was amended in July 2020, setting forth the terms of his employment. Dr. Forster was entitled to an initial annual base salary of £425,000 ($544,000), which was subsequently increased on March 1, 2019, to £437,750 ($560,000), and most recently as of March 1, 2021 increased to £450,883 ($620,686). The agreement provides for an annual discretionary bonus of a maximum of 50% of his annual base salary, taking into account specific performance targets conveyed to Dr. Forster from time to time. Dr. Forster is entitled to participate in any F-star group personal pension scheme and F-star will provide for life insurance benefits in an amount equal to four times Dr. Forster’s current annual salary. In the event Dr. Forster is unable to perform his duties due to incapacity, he is generally entitled to receive his full salary and benefits during any period of absence for up to a maximum of 26 weeks in any 52-week period. The agreement may be terminated by either party by giving six months’ notice, provided that F-star may terminate the agreement at any time by paying Dr. Forster a lump sum payment equal to his base salary in lieu of all or any portion of the amount that would be paid during the required notice period. The agreement may also be terminated by F-star immediately under circumstances that constitute “cause” as set forth in the agreement. Dr. Forster is entitled to a sum equal to 18 months base salary, in the event of a Qualifying Termination (as defined in the employment agreement) within the 12 month period following a Change of Control (as defined in the employment agreement) or a sum equal to 12 months base salary, in the event of a Qualifying Termination more than 12 months following a Change of Control. Severance sums may be offset by notice periods. In addition, in the event of a Qualifying Termination within 12 months of a Change of Control, all options and RSUs not assumed by an acquirer will vest in full. Under the employment agreement, Dr. Forster is subject to certain non-competition provisions for a period of 12 months following termination of employment or garden leave.

Darlene Deptula-Hicks. F-star entered into a consulting agreement with Ms. Deptula-Hicks effective as of May 1, 2019 setting forth the terms of her arrangement to serve, inter alia, as F-star’s chief financial officer. Pursuant to the agreement, Ms. Deptula-Hicks is entitled to an hourly consulting fee of $250.00 plus reimbursement for all reasonable and necessary expenses incurred by Ms. Deptula-Hicks in providing the services under the agreement. Pursuant to the agreement, Ms. Deptula-Hicks was granted a stock option to purchase 28,426 F-star ordinary shares in June 2019, under which 25% of the shares underlying the option would vest after 12 months of employment, and the remaining shares underlying the option would vest in equal monthly installments over 36 months, subject to Ms. Deptula-Hicks’ continued service. The term of the agreement was for twelve months and the agreement automatically renews at the end of the term for additional twelve-month periods unless terminated with 90 days’ notice prior to the end of the consulting period, or unless earlier terminated without cause upon 90 days’ notice or immediately for cause (as defined in the agreement). Ms. Deptula-Hicks is not entitled to any additional consulting fees or other compensation as of the date of termination.

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Louis Kayitalire, M.D. F-star entered into an offer letter with Dr. Kayitalire in May 2019, which was amended in July 2020, setting forth the terms of his employment as F-star’s chief medical officer. Dr. Kayitalire was entitled to an initial annual base salary of $450,000, which was most recently increased, as of March 1, 2021, to $463,500. Dr. Kayitalire’s agreement provides for an annual discretionary bonus of a maximum of 40% of his annual base salary, taking into account specific performance targets conveyed to Dr. Kayitalire from time to time. Dr. Kayitalire is entitled to participate in any F-star employee benefit plans from time to time in effect for similarly-situated employees of F-star. In the event Dr. Kayitalire is unable to perform his duties due to a disability during his employment, he is generally entitled to receive his base salary and to participate in applicable employee benefit plans during any period of absence for up to a maximum of 180 days during in any 365 day period. Dr. Kayitalire may terminate the agreement by giving F-star 30 days prior written notice or for Good Reason (as defined in the employment agreement). In the event that Dr. Kayitalire terminates the agreement for Good Reason at a time other than during a 12 month period following a Change of Control (as defined in the employment agreement), he will be entitled to (i) a monthly pro-rata portion of his annual base salary for 9 months, (ii) a pro-rata portion of his discretionary target bonus earned during the applicable fiscal year to be paid out in monthly installments over 9 months, and (iii) payment of a monthly taxable amount equal to the portion of Dr. Kayitalire’s health insurance premiums F-star paid immediately prior to the termination of the agreement for 9 months (“Severance Benefits”). F-star may terminate the agreement at any time, provided in that event that it must pay Dr. Kayitalire the Severance Benefits. The agreement may also be terminated by F-star immediately under circumstances that constitute “cause” as set forth in the agreement. In the event of a Change of Control, should either Dr. Kayitalire terminate the agreement for Good Reason or F-star terminate the agreement without cause during the 12 month period following the Change of Control, Dr. Kayitalire shall be entitled to the Severance Benefits, in which case the payments shall be for 12 months instead of 9 months and all options or RSUs granted to Dr. Kayitalire shall, to the extent not assumed by an acquirer, vest in full. Under the employment agreement, Dr. Kayitalire is subject to certain non-competition and non-solicitation provisions for a period of 12 months following termination of employment.

Neil Brewis, Ph.D. F-star entered into an employment agreement with Dr. Brewis in October 2015, which was amended in July 2020, setting forth the terms of his employment as F-star’s chief scientific officer. Dr. Brewis was entitled to an initial annual base salary of £185,000 ($236,800), which was subsequently increased, as of October 1, 2019, to £250,000 ($320,000) and most recently as of January 1, 2021 was increased to £300,000 ($413,000). Dr. Brewis’ agreement provides for an annual discretionary bonus of a maximum of 40% of his annual base salary, taking into account specific performance targets conveyed to Dr. Brewis from time to time. Dr. Brewis is entitled to participate in any F-star group personal pension scheme and F-star will provide for life insurance benefits in an amount equal to four times Dr. Brewis’ current annual salary. In the event Dr. Brewis is unable to perform his duties due to incapacity, he is generally entitled to receive his full salary and benefits during any period of absence for up to a maximum of 26 weeks in any 52-week period. The agreement may be terminated by either party by giving six months’ notice, provided that F-star may terminate the agreement at any time by paying Dr. Brewis a lump sum payment equal to his base salary in lieu of all or any portion of the amount that would be paid during the required notice period. The agreement may also be terminated by F-star immediately under circumstances that constitute “cause” as set forth in the agreement. Dr. Brewis is entitled to a sum equal to 12 months base salary, in the event of a Qualifying Termination (as defined in the employment agreement) within the 12 month period following a Change of Control (as defined in the employment agreement and which does not include the Exchange) or a sum equal to 9 months base salary, in the event of a Qualifying Termination more than 12 months following a Change of Control. Severance sums may be offset by notice periods. In addition, in the event of a Qualifying Termination within 12 months of a Change of Control, all options and RSUs not assumed by an acquirer will vest in full. Under the employment agreement, Dr. Brewis is subject to certain non-competition provisions for a period of 12 months following termination of employment or garden leave

Director Compensation Policy

This policy is designed to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

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Under our non-employee director compensation program, we pay our non-employee directors annual retainers in cash. Each non-employee director receives an annual cash retainer for service on the Board of Directors and for service on each committee on which the director is a member. The chairmen of each committee receive higher annual retainers for such service. These fees are paid quarterly in arrears. The fees that were in effect following the completion of the Transaction and payable to non-employee directors for service on the Board of Directors and for service on each committee of the Board of Directors on which the director was a member at December 31, 2020 were as follows:

Our non-employee director compensation program includes a stock-for-fees policy, under which directors have the right to elect to receive common stock in lieu of cash fees. These shares of common stock may be issued either under our Amended and Restated 2015 Stock Incentive Plan, or the 2015 Plan, or under the 2019 Equity Incentive Plan, or the 2019 Plan. The number of shares issued to participating directors is determined on a quarterly basis by dividing the cash fees to be paid through the issuance of common stock by the fair market value of our common stock, which is the closing price of our common stock on the last business day of the quarter in which the fees are earned.

Under our non-employee director compensation program, upon their initial election to the Board of Directors, new non-employee directors receive an initial option grant to purchase 30,000 shares of our common stock, which vests in equal monthly installments over a term of one year in twelve equal monthly installments so long as such person continues to serve as a director, and all non-employee directors will receive an annual option grant to purchase 20,000 shares of our common stock, which vests in equal monthly installments over a term of one year so long as such person continues to serve as a director. The annual grants are made on the date of our annual meeting of stockholders. These options will be granted under either the 2015 Plan or the 2019 Plan with exercise prices equal to the fair market value of our common stock, which is the closing price of our common stock, on the date of grant and will become immediately exercisable in full if there is a change in control of our Company.

We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending Board of Director and committee meetings.

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Director Compensation Policy in Effect Prior to the Transaction

Under the non-employee director compensation program that was in effect prior to the Closing of the Transaction, Spring Bank paid its non-employee directors annual retainers in cash. Each non-employee director received an annual cash retainer for service on the Spring Bank board and for service on each committee on which the director was a member. The chairs of each committee received higher annual retainers for such service. These fees were paid quarterly in arrears. The fees payable to non-employee directors for service on the Spring Bank board and for service on each committee of the Spring Bank board on which the director was a member during the fiscal year ended December 31, 2020 (until the closing of the Transaction) were as follows:

Spring Bank’s non-employee director compensation program included a stock-for-fees policy, under which directors had the right to elect to receive common stock in lieu of cash fees. These shares of common stock were issued under the 2015 Plan. The number of shares issued to participating directors was determined on a quarterly basis by dividing the cash fees to be paid through the issuance of common stock by the fair market value of Spring Bank common stock, which was the closing price of Spring Bank common stock on the last business day of the quarter in which the fees were earned.

Under Spring Bank’s non-employee director compensation program, upon their initial election to the Spring Bank board, each new non-employee director received an initial option grant to purchase 15,000 shares of Spring Bank common stock, which vested in equal monthly installments over a term of three years so long as such person continued to serve as a director, and all non-employee directors received an annual option grant to purchase 7,500 shares of its common stock, which vested in equal monthly installments over a term of one year so long as such person continued to serve as a director. The annual grants were made on the date of Spring Bank’s annual meeting of stockholders. These options were granted under the 2015 Plan with exercise prices equal to the fair market value of Spring Bank’s common stock, which was the closing price of its common stock on the date of grant.

Spring Bank also reimbursed its non-employee directors for reasonable travel and other expenses incurred in connection with attending Spring Bank board of director and committee meetings.

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Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/FSTX or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Using a black ink pen, mark your votes with an X as shown in this example. Sign up for electronic delivery at Please do not write outside the designated areas. www.envisionreports.com/FSTX 2021 Annual Meeting Proxy Card qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 – 3. 1. To elect two (2) Class III directors of the Corporation to serve three-year terms expiring in 2024. + For Against Abstain For Against Abstain 01—Edward Benz, M.D. 02—Todd Brady, M.D., Ph.D. For Against Abstain For Against Abstain 2. To ratify the appointment of RSM US LLP as the Company’s 3. To transact such other business that is properly presented at the independent registered public accounting firm for the fiscal annual meeting and any adjournments or postponements thereof. year ending December 31, 2021. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX + 03FUJA

The 2021 Annual Meeting of Shareholders of F-Star Therapeutics, Inc. will be held on Friday, June 4, 2021 at 9:00 am EST, virtually via the internet at www.meetingcenter.io/201675399. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is — FSTX2021. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.envisionreports.com/FSTX Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/FSTX qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q F-STAR THERAPEUTICS, INC. + Notice of 2021 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — June 4, 2021 Eliot Forster and Darlene Deptula-Hicks, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of F-Star Therapeutics, Inc., to be held on June 4, 2021, or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR items 2-3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. +