According to the Complaint, Spring 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.

On June 29, 2020, Spring Bank Pharmaceuticals, Inc.’s Board of Directors caused Spring Bank to enter into a share exchange agreement with F-star Therapeutics Limited. Pursuant to the terms of the Agreement, among other things, Spring Bank will acquire: (i) the issued capital of F-star; and (ii) each ordinary share of F-star in exchange for shares of Spring Bank common stock. Upon the closing of the Proposed Transaction, holders of F-star are expected to own approximately 61.2% of the outstanding capital stock of Spring Bank.

On August 28, 2020, Defendants filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission, which recommends that Spring Bank’s stockholders vote to approve, among other things, the issuance of stock in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.