Spring Bank Pharmaceuticals, Inc. (Nasdaq: SBPH) (“Spring Bank”), 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, today announced that the
companies 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, as well as
Spring Bank’s STING (STimulator of INterferon Gene) agonist, SB
11285, currently in a Phase 1/2 clinical trial.
Martin Driscoll, President and CEO of
Spring Bank, said: “After an extensive and thorough review
of Spring Bank’s strategic options following the termination of our
Phase 2b Hepatitis B development program earlier this year, we are
thrilled to announce a proposed combination with F-star
Therapeutics. We believe the combined company’s strong portfolio of
multiple clinical-stage immuno-oncology therapeutic programs,
near-term milestones, and accomplished oncology development
leadership team offer an excellent opportunity to benefit cancer
patients, as well as provide the potential for future value
creation for Spring Bank stockholders. The F-star leadership team
has committed to continuing the ongoing clinical trial of SB 11285,
an IV-administered STING agonist, as part of its expansive
immuno-oncology clinical pipeline.
“This transaction offers the Spring Bank
stockholders of record as of immediately prior to the close of the
combination potential future additional value in the form of two
contingent value rights (“CVRs”) related to our STING agonist and
STING antagonist programs. The first CVR represents the right to
receive a potential future cash payment of at least $1.00 per share
(on a pre-reverse split basis) if the combined company consummates
one or more strategic transactions for SB 11285 aggregating at
least approximately $18.0 million within a certain period following
the closing. The second CVR gives Spring Bank stockholders the
right to receive 80% of the net proceeds from a potential
development agreement and from one or more strategic transactions
related to the STING antagonist research program that are
consummated within a certain period following the closing of the
combination.”
Eliot Forster, CEO of F-star,
said: “We are truly excited about the opportunity created
by this proposed combination to further advance our pipeline of
novel tetravalent bispecific antibodies, which we believe will be
able to address the limitations of current therapies in the field
of immuno-oncology. 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,
established manufacturing processes and promising safety.
“Currently, only a minority of patients realize
long-lasting benefit from immunotherapy, so there remains a
significant unmet medical need to develop more effective cancer
treatment options. We believe this transaction will provide the
resources to accelerate F-star’s clinical development and generate
stockholder value through a pipeline of novel therapies with the
potential to improve the lives of patients with difficult to treat
cancers.”
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. 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.
The combined company’s pipeline will
include:
- FS118, a LAG-3/PD-L1-targeting tetravalent bispecific antibody,
currently in Phase 1 development
- FS120, a Phase 1-ready dual T cell agonist tetravalent
bispecific antibody targeting OX40 and CD137
- FS222, a conditional agonist targeting CD137 and PD-L1 expected
to enter first in human trials in the first quarter of 2021
- SB 11285, a novel IV-administered STING agonist, currently in a
Phase 1/2 clinical trial for the treatment of solid tumors
- Additional research programs from the F-star differentiated
bispecific technology platform and the potential further
development of Spring Bank’s STING agonist antibody drug conjugates
(“ADCs”)
The combined company plans to advance its
pipeline through multiple clinical trials, including the following
anticipated near-term milestones that offer significant potential
value creation for Spring Bank’s stockholders:
- Report Phase 1 results from the FS118 program (2020 Q4)
- Update on SB 11285 monotherapy cohorts (2020 Q4)
- Update on accelerated dose titration from the FS120 Phase 1
trial (2021 Q2)
- Initial read out from the SB 11285-atezolizumab combination
cohort (2021 H1)
- Initiation of PK/PD expansion cohorts in the FS222 Phase 1
trial (2021 Q4)
- Update on FS118 Phase 2 proof of concept trial (2022 Q1)
- Initiation of FS120 PD-1 combination trial (2022 Q2)
- Update on dose escalation in FS222 Phase 1 (2022 Q2)
- Report FS118 Phase 2 proof of concept readout (2022 Q4)
- Report initiation of tumor specific expansion cohorts in FS222
Phase 1 (2022 Q4)
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, and the combined company expects
to have multiple opportunities to raise non-dilutive capital from
existing and future business development collaborations over the
next two to three years.
About the Proposed
CombinationPursuant to the share exchange agreement,
Spring Bank will acquire all of the outstanding share capital of
F-star in exchange for the issuance of newly issued shares of
Spring Bank common stock upon closing, subject to the satisfaction
or waiver of customary closing conditions, including the receipt of
the required approval of the Spring Bank stockholders. On a pro
forma basis and assuming that the proceeds of the concurrent F-star
financing will be $25 million, current Spring Bank equity holders
and F-star equity holders will own approximately 38.8% and 61.2%,
respectively, of the combined company calculated on a fully diluted
basis using the treasury stock method and, in the case of Spring
Bank, excluding out-of-the-money options and warrants. The actual
ownership allocation will be subject to adjustment based on Spring
Bank’s net cash balance at the closing of the transaction, the
actual amount raised in the F-star financing and certain other
terms set forth in the share exchange agreement. Prior to closing,
Spring Bank will seek stockholder approval to effect a reverse
stock split of its outstanding common stock so that the combined
company satisfies the continued listing requirements of the Nasdaq
Capital Market.
In addition to retaining equity ownership of the
combined company, Spring Bank stockholders of record as of the
close of the combination will have the opportunity to obtain
potential future value in the form of two CVRs associated with
Spring Bank’s ongoing Spring Bank SB 11285 IV clinical program and
Spring Bank’s STING antagonist research platform. Subject to the
terms of the first CVR agreement for the STING agonist clinical
program, if one or more strategic transactions are consummated for
SB 11285 by the combined company during a period that is the longer
of one and a half years following the closing of the combination or
one year after the final database lock of the current SB 11285 IV
Phase 1a/1b trial, those equity holders of Spring Bank will receive
the greater of 25% of the net proceeds from such transactions or
$1.00 per share (on a pre-reverse split basis), provided that the
aggregate net proceeds are at least approximately $18.0 million.
Subject to the terms of the second CVR agreement, if a potential
development agreement is consummated and one or more strategic
transactions are consummated for the STING antagonist research
platform by the combined company during the seven (7)-year period
following the closing of the combination, those equity holders of
Spring Bank will receive 80% of the net proceeds from such
transactions. If Spring Bank enters into a development agreement
for the STING antagonist research platform in advance of the
closing of the proposed combination, Spring Bank may include
certain proceeds from such transaction in its net cash
calculation.
The Spring Bank directors and officers have
signed support agreements committing them to vote in favor of the
transaction. These same parties, as well F-star’s key equity
holders, directors and officers, have signed lock-up agreements
restricting transfers of the combined company’s stock (except as to
any shares purchased by such holders in the financing closing
immediately prior to the business combination) for 180 days
post-closing.
The transaction has been approved by the boards
of directors of both companies and the equity holders of F-star,
who have signed the share exchange agreement. The combined company
will be headquartered out of F-star’s existing facilities in
Cambridge, U.K. and Cambridge, MA. Following closing, which is
expected to occur in late 2020, Spring Bank will be re-named F-star
Therapeutics, Inc. and is expected to trade on the Nasdaq Capital
Market under the ticker symbol “FSTX”.
Ladenburg Thalmann & Co. Inc. is acting as
exclusive financial advisor and Lowenstein Sandler is serving as
legal counsel to Spring Bank. Mintz Levin and Mills & Reeve are
serving as legal counsel to F-star.
Management and
OrganizationEffective as of the closing of the
transaction, Eliot Forster, Ph.D., MBA, will be the President and
Chief Executive Officer of the combined company. Senior members of
the current F-star and Spring Bank teams will be asked to become a
part of the key leadership team of the combined company. Martin
Driscoll, President and Chief Executive Officer of Spring Bank,
will not be a member of the leadership team of the combined
company.
Effective with the closing of the combination,
the board of directors of the combined company will initially
consist of eight directors. Of the current Spring Bank board, David
Arkowitz MBA, Todd Brady, M.D., Ph.D. and Pamela Klein, M.D., will
continue as members of the combined company’s board of
directors.
Conference Call DetailsF-star
and Spring Bank will host a live conference call and webcast on
Thursday, July 30, 2020 at 7:30 a.m. Eastern Time to discuss the
proposed transaction. To access the call, please dial +1 (877)
317-6789 (United States) or +1-412-317-6789 (international).
To access the call by live audio webcast, please log on to
https://services.choruscall.com/links/sbph200730.html.
About Spring Bank
PharmaceuticalsSpring Bank Pharmaceuticals, Inc. is a
clinical-stage biopharmaceutical company engaged in the discovery
and development of a novel class of therapeutics using its
proprietary small molecule nucleotide platform. The company designs
its compounds to selectively target and modulate the activity of
specific proteins implicated in various disease states. The company
is developing its STING product portfolio with its lead clinical
product candidate, SB 11285, an intravenously-administered
immunotherapeutic agent for the treatment of selected cancers, its
STING antagonist compounds for the treatment of a broad range of
inflammatory diseases and its STING agonist ADC program for
potential oncology applications. For more information, please
visit www.springbankpharm.com.
About F-star TherapeuticsF-star
is a clinical-stage biopharmaceutical company delivering
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.
Building on the combined expertise of its world-class management
team and scientific leadership, F-star is poised to deliver the
next breakthrough immunotherapies for patients with cancer. For
more information visit www.f-star.com.
No Offer or SolicitationThis
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 public offer 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.
Important Additional Information Will be
Filed with the SECIn connection with the proposed
transaction between Spring Bank and F-star, Spring Bank intends to
file relevant materials with the SEC, including a registration
statement that will contain a proxy statement and prospectus.
Spring Bank will mail the proxy statement and prospectus to Spring
Bank’s stockholders, and the securities may not be sold or
exchanged until the registration statement becomes
effective. SPRING BANK URGES INVESTORS AND STOCKHOLDERS TO
READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT SPRING BANK, THE PROPOSED TRANSACTION AND RELATED MATTERS.
This communication is not a substitute for the registration
statement, definitive proxy statement/prospectus or any other
documents that Spring Bank may file with the SEC or send to Spring
Bank’s stockholders in connection with the proposed transaction.
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’s Corporate Secretary by mail at
Spring Bank Pharmaceuticals, Inc.., Attn: Corporate Secretary, 35
Parkwood Drive, Suite 210, Hopkinton, MA 01748. 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
proposed transaction.
Participants in the
SolicitationSpring Bank and F-star, and each of their
respective directors and executive officers and certain of their
other members of management and employees, may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction. 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, and the proxy statement for
Spring Bank’s 2020 annual meeting of stockholders, filed with the
SEC on April 29, 2020. Additional information regarding these
persons and their interests in the transaction will be included in
the proxy statement relating to the transaction when it is filed
with the SEC. These documents can be obtained free of charge from
the sources indicated above.
Cautionary Statement Regarding
Forward-Looking StatementsCertain statements contained in
this communication regarding matters that are not historical facts,
are forward-looking statements within the meaning of Section 21E of
the Securities and Exchange Act of 1934, as amended, and the
Private Securities Litigation Reform Act of 1995, known as the
PSLRA. These include statements regarding management’s intentions,
plans, beliefs, expectations or forecasts for the future, and,
therefore, you are cautioned not to place undue reliance on them.
No forward-looking statement can be guaranteed, and actual results
may differ materially from those projected. Spring Bank and F-star
undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except to the extent required by law. We use words such
as “anticipates,” “believes,” “plans,” “expects,” “projects,”
“future,” “intends,” “may,” “will,” “should,” “could,” “estimates,”
“predicts,” “potential,” “continue,” “guidance,” and similar
expressions to identify these forward-looking statements that are
intended to be covered by the safe-harbor provisions of the PSLRA.
Such forward-looking statements are based on our expectations and
involve risks and uncertainties; consequently, actual results may
differ materially from those expressed or implied in the statements
due to a number of factors, including, but not limited to, risks
relating to the completion of the combination, including the need
for stockholder approval and the satisfaction of closing
conditions; the anticipated financing to be completed immediately
prior to the closing of the combination; the cash balances of the
combined company following the closing of the combination and the
F-star financing; the ability of Spring Bank to remain listed on
the Nasdaq Capital Market; and expected restructuring-related cash
outlays, including the timing and amount of those outlays. Risks
and uncertainties related to F-star that may cause actual results
to differ materially from those expressed or implied in any
forward-looking statement include, but are not limited to F-star’s
status as a clinical stage immuno-oncology company and its need for
substantial additional funding in order to complete the development
and commercialization of its product candidates, that F-star may
experience delays in completing, or ultimately be unable to
complete, the development and commercialization of its product
candidates, that F-Star’s clinical trials may fail to adequately
demonstrate the safety and efficacy of its product candidates, that
preclinical drug development is uncertain, and some of F-star’s
product candidates may never advance to clinical trials, that
results of preclinical studies and early stage clinical trials may
not be predictive of the results of later state clinical trials,
that F-star relies on patents and other intellectual property
rights to protect its product candidates, and the enforcement,
defense and maintenance of such rights may be challenging and
costly, and that F-star faces significant competition in its drug
discovery and development efforts.
New factors emerge from time to time and it is
not possible for us to predict all such factors, nor can we assess
the impact of each such factor on the business or the extent to
which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any
forward-looking statements. These risks, as well as other risks
associated with the combination, will be more fully discussed in
the proxy statement/prospectus that will be included in the
registration statement that will be filed with the SEC in
connection with the proposed transaction. Additional risks and
uncertainties are identified and discussed in the “Risk Factors”
section of Spring Bank’s Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and other documents filed from time to time
with the SEC. Forward-looking statements included in this press
release are based on information available to Spring Bank and
F-star as of the date of this press release. Neither Spring Bank
nor F-star undertakes any obligation to update such forward-looking
statements to reflect events or circumstances after the date of
this press release.
Spring Bank
Media:McNeil, Gray & Rice Kristin
Nugent Senior Account Supervisor (617) 367-0100Source: Spring Bank
Pharmaceuticals, Inc
F-star
contacts:Investor enquiries Lindsey
TrickettVP Investor Relations & Communications+1 240 543
7970lindsey.trickett@f-star.com
Media enquiries Consilium
Strategic CommunicationsChris Gardner, Sue Stuart, David DaleyTel:
+44 (0)20 3709 5700E-mail: F-star@consilium-comms.com
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