Item 8.01. Other Events.
On November 6, 2020, Spring Bank Pharmaceuticals, Inc. ("Spring Bank") issued a
press release announcing that the Board of Directors of the Company intends,
subject to the receipt of stockholder approval of the Exchange (as defined
below), and the reverse stock split, to issue a one-time special dividend (the
"Special Dividend") of the right to receive (x) one contingent value right
("STING Agonist CVR") and (y) one contingent value right ("STING Antagonist
CVR", and together with the STING Agonist CVR, the "CVRs") per share of Spring
Bank common stock ("Common Stock"), payable on a post-reverse stock split basis
following the reverse stock split.
The record date for the Special Dividend is expected to be November 19, 2020 and
the Special Dividend is expected to be payable immediately prior to the closing
of Spring Bank's proposed combination (the "Exchange") with F-star Therapeutics
Limited ("F-star"), which is currently expected to be consummated on November
20, 2020, subject to the receipt of stockholder approval and the satisfaction of
other conditions to closing. There can be no assurance that holders of the CVRs
will receive any payments in respect of the CVRs.
Holders of Common Stock as of the record date will receive, at no charge, one
STING Agonist CVR and one STING Antagonist CVR for each such post-split share of
Common Stock held by such stockholder as of such date. Spring Bank stockholders
do not need to take any action to receive the Special Dividend.
A copy of the press release announcing the Special Dividend is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This communication contains forward-looking statements (including within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended) concerning Spring Bank,
F-star, the proposed Exchange, the board of directors' intention to declare the
dividend of the CVRs, the receipt of stockholder approval and the satisfaction
of applicable closing conditions, the effectiveness of the reverse stock split,
the issuance of the CVRs and other matters. These statements may discuss goals,
intentions and expectations as to future plans, trends, events, results of
operations or financial condition, or otherwise, based on current beliefs of the
management of Spring Bank or F-star as well as assumptions made by, and
information currently available to, management of Spring Bank and F-star.
Statements that are not historical facts are forward-looking statements.
Forward-looking statements generally include statements that are predictive in
nature and depend upon or refer to future events or conditions, and include
words such as "may," "will," "should," "would," "expect," "anticipate," "plan,"
"likely," "believe," "estimate," "project," "intend," and other similar
expressions. Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties and are not guarantees
of future performance. Actual results could differ materially from those
contained in any forward-looking statement as a result of various factors,
including, without limitation: the risk that the conditions to the closing of
the proposed Exchange are not satisfied, including the failure to obtain
stockholder approval for the proposed Exchange in a timely manner or at all;
uncertainties as to the timing of the completion of the proposed Exchange; the
ability of each of Spring Bank and F-star to complete the Exchange and other
transactions contemplated thereby; the risk that the conditions to payment under
the CVRs will be not be met and that the CVRs may otherwise never deliver any
value to Spring Bank stockholders; and risks associated with the possible
failure to realize certain anticipated benefits of the proposed Exchange,
including with respect to future financial and operating results. The foregoing
review of important factors that could cause actual events to differ from
expectations should not be construed as exhaustive and should be read in
conjunction with statements that are included herein and elsewhere, including
the risk factors included in Spring Bank's most recent Annual Report on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with
the SEC. Spring Bank can give no assurance that the conditions to the Exchange
will be satisfied. Except as required by applicable law, Spring Bank undertakes
no obligation to revise or update any forward-looking statement, or to make any
other forward-looking statements, whether as a result of new information, future
events or otherwise.
Important Additional Information Will be Filed with the SEC
In connection with the proposed Exchange, Spring Bank has filed relevant
materials with the SEC, including a registration statement on Form S-4 that
contains a proxy statement/prospectus/information statement. INVESTORS AND
STOCKHOLDERS OF SPRING BANK ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SPRING
BANK, F-STAR, THE EXCHANGE AND RELATED MATTERS. Investors and stockholders may
obtain free copies of the proxy statement, prospectus and other documents filed
by Spring Bank with the SEC through the website maintained by the SEC at
www.sec.gov. In addition, investors and stockholders may obtain free copies of
the proxy statement, prospectus and other documents filed by Spring Bank with
the SEC by contacting Spring Bank by mail at Spring Bank Pharmaceuticals, Inc.,
35 Parkwood Drive, Suite 210, Hopkinton, Massachusetts 01748, Attention:
Corporate Secretary. Investors and stockholders are urged to read the proxy
statement, prospectus and the other relevant materials before making any voting
or investment decision with respect to the Exchange.
No Offer or Solicitation
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This 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 offering 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.
Participants in the Solicitation
Spring Bank and its directors and executive officers and F-star and its
directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Spring Bank in connection with
the Exchange. Information regarding the special interests of these directors and
executive officers in the Exchange will be included in the proxy
statement/prospectus/information statement referred to above. Additional
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. These documents are available free of
charge at the SEC website (www.sec.gov) and to investors and stockholders from
the Corporate Secretary of Spring Bank at the address above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release issued November 6, 2020
Cover Page Interactive File (the cover page tags are embedded
104 within the Inline XBRL document)
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