[SC TO-T] Adverum Biotechnologies, Inc. Third-Party Tender Offer

Rhea-AI Filing Summary

Eli Lilly, through its wholly owned subsidiary Flying Tigers Acquisition Corporation, launched a cash tender offer to acquire all outstanding shares of Adverum Biotechnologies (ADVM). Holders who tender will receive $3.56 per share in cash, plus one non‑tradable contingent value right (CVR) per share that entitles the holder to receive up to an aggregate $8.91 in contingent cash payments upon achievement of specified milestones, all subject to the terms and conditions of the CVR agreement and the Offer to Purchase.

The consideration is payable in cash, without interest and less applicable tax withholding, and the CVR provides potential added payments tied to future milestone achievements.

Insights

M&A and Special Situations Analyst

Lilly offers cash plus milestone-based CVR to acquire ADVM.

Eli Lilly is seeking to purchase all ADVM shares via a tender offer at $3.56 per share in cash, plus one non‑tradable CVR per share. The CVR can pay up to an aggregate $8.91 in two potential cash payments if specified milestones are met, per the referenced CVR agreement.

Economically, stockholders receive immediate cash and retain upside through the CVR tied to future milestones. Actual CVR payouts depend on milestone achievement; if milestones are not met, the CVR may pay less than the maximum or nothing.

The filing references an Offer to Purchase dated November 7, 2025. Key outcomes hinge on tender participation levels and milestone realization as defined in the CVR agreement.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

ADVERUM BIOTECHNOLOGIES, INC.

(Name of Subject Company (issuer))

FLYING TIGERS ACQUISITION CORPORATION

(Offeror)

a direct wholly-owned subsidiary of

ELI LILLY AND COMPANY

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common stock, $0.0001 par value per share

(Title of Class of Securities)

00773U207

(CUSIP Number of Class of Securities)

Anat Hakim

Executive Vice President, General Counsel and Secretary

Eli Lilly and Company

Lilly Corporate Center

Indianapolis, Indiana 46285

Telephone: (317) 276-2000

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Emily Oldshue

Ropes & Gray LLP

800 Boylston Street, Prudential Tower

Boston, MA 02199

☐  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒  Third-party tender offer subject to Rule 14d-1.

☐  Issuer tender offer subject to Rule 13e-4.

☐  Going-private transaction subject to Rule 13e-3.

☐  Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Items 1 through 9 and Item 11.

This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, the “Schedule TO”) relates to the offer by Flying Tigers Acquisition Corporation, a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of Eli Lilly and Company, an Indiana corporation (“Lilly”), to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Adverum Biotechnologies, Inc., a Delaware corporation (“Adverum”), in exchange for (i) $3.56 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (ii) one non-tradable contingent value right (“CVR”) per Share, which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones, all in accordance with the terms and subject to the conditions and other provisions of a contingent value rights agreement to be entered into by and among Lilly, Computershare, Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 7, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

All information contained in the Offer to Purchase (including Schedule I thereto) and the related Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO, except as otherwise set forth below.

Item 10. Financial Statements.

Not applicable.

Item 12. Exhibits.

Exhibit No.		Description
(a)(1)(A)*		Offer to Purchase, dated November 7, 2025.
(a)(1)(B)*		Form of Letter of Transmittal (including Internal Revenue Service Form W-9).
(a)(1)(C)*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(D)*		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*		Summary Advertisement, as published in The Wall Street Journal on November 7, 2025.
(a)(5)(A)		Joint Press Release issued by Eli Lilly and Company and Adverum Biotechnologies, Inc. on October  24, 2025 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Eli Lilly and Company with the Securities and Exchange Commission on October 24, 2025).
(b)		None.
(d)(1)		Agreement and Plan of Merger, dated October  24, 2025, by and among Eli Lilly and Company, Flying Tigers Acquisition Corporation and Adverum Biotechnologies, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Adverum Biotechnologies, Inc. with the Securities and Exchange Commission on October 24, 2025 (File No.001-36579)).
(d)(2)		Form of Contingent Value Rights Agreement, by and among Eli Lilly and Company, Computershare, Inc., and its affiliate, Computershare Trust Company, N.A. (incorporated by reference to Annex IV of Exhibit 2.1 to the Current Report on Form 8-K filed by Adverum Biotechnologies, Inc. with the Securities and Exchange Commission on October 24, 2025 (File No.001-36579)).

2

Exhibit No.		Description
(d)(3)		Secured Promissory Note, dated as of October  24, 2025, by and among Eli Lilly and Company and Adverum Biotechnologies, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Adverum Biotechnologies, Inc. on October  24, 2025 (File No. 001-36579)).
(d)(4)*		Confidentiality Agreement, dated November 4, 2024, between Eli Lilly and Company and Adverum Biotechnologies, Inc.
(d)(5)*		First Amendment to Confidentiality Agreement, effective as of November 4, 2025, by and between Eli Lilly and Company and Adverum Biotechnologies, Inc.
(g)		None.
(h)		None.
107*		Filing Fee Table.

* Filed herewith.

3

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 7, 2025						FLYING TIGERS ACQUISITION CORPORATION
						/s/ Jonathan R. Haug
						Name: Jonathan R. Haug
						Title:  President
						ELI LILLY AND COMPANY
						/s/ Jonathan Groff
						Name: Jonathan Groff
						Title:  Associate Vice President and Assistant General Counsel

FAQ

What is Eli Lilly offering to Adverum (ADVM) stockholders?

Each share will receive $3.56 in cash plus one non‑tradable CVR that can pay up to an aggregate $8.91 upon specified milestones.

Who is making the tender offer for ADVM?

The offer is by Flying Tigers Acquisition Corporation, a direct wholly owned subsidiary of Eli Lilly and Company.

Does the CVR trade on an exchange?

No. The CVR is non‑tradable and provides potential cash payments upon milestone achievements as defined in the CVR agreement.

What securities are targeted by the tender offer?

The offer is to purchase all issued and outstanding shares of common stock of Adverum Biotechnologies, Inc.

How is the consideration paid to ADVM stockholders?

Consideration is paid in cash without interest (less applicable tax withholding) plus the CVR, per the Offer to Purchase and CVR agreement.