Spring Bank Pharmaceuticals Announces Special Dividend of Contingent Value Rights

HOPKINTON, Mass., Nov. 06, 2020 (GLOBE NEWSWIRE) -- Spring Bank Pharmaceuticals, Inc. (Nasdaq: SBPH) (“Spring Bank”), a clinical-stage biopharmaceutical company developing novel therapeutics for oncology and inflammatory diseases, today announced that its board of directors intends, subject to the receipt of stockholder approval of the Exchange (as defined below) and the reverse stock split, to declare a one-time special dividend on each outstanding share of Spring Bank’s common stock, payable on a post-reverse stock split basis following the reverse stock split, in the form of contractual rights to receive, (x) one contingent value right (“STING Agonist CVR”) entitling the holder of each such post-split share of common stock to receive, in connection with certain potential future transactions involving Spring Bank’s proprietary STimulator of INterferon Genes (STING) agonist compound designated as SB 11285 occurring on or prior to the STING Agonist CVR Expiration Date (as defined below) that result in certain payments as described below and (y) one contingent value right (“STING Antagonist CVR” and, together with the STING Agonist CVR, the “CVRs”) entitling the holder of each such post-split share of common stock to receive, in connection with the execution of a potential development agreement and certain other transactions involving Spring Bank’s proprietary STING antagonist compound occurring on or prior to the STING Antagonist CVR Expiration Date (as defined below) certain payments as described below.

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 (the “Closing”). There can be no assurance that holders of the CVRs will receive any payments in respect of the CVRs.

Pursuant to the terms of a STING Agonist Contingent Value Rights Agreement (the “STING Agonist CVR Agreement”), expected to be entered into among Spring Bank, F-star, Martin Driscoll, as the representative of the Spring Bank stockholders prior to the Closing, and Computershare Trust Company N.A., as the Rights Agent, the STING Agonist CVR will entitle holders of Spring Bank common stock immediately prior to the Closing to receive, in connection with certain transactions involving Spring Bank’s proprietary STimulator of INterferon Genes (STING) agonist compound designated as SB 11285 occurring on or prior to the STING Agonist CVR Expiration Date (as defined below) that result in aggregate Net Proceeds (as defined in the STING Agonist CVR Agreement) at least equal to the Target Payment Amount (as defined below): an aggregate amount equal to the greater of (i) 25% of the Net Proceeds received from all CVR Transactions (as defined in the STING Agonist CVR Agreement) and (ii) an aggregate amount equal to the product of $1.00 and the total number of shares of Spring Bank common stock outstanding as of such record date (not to exceed an aggregate amount of $18.0 million) (the “Target Payment Amount”).