Apellis (APLS) HSR waiting period expired; $41.00 cash plus up to $4.00 CVR

Rhea-AI Filing Summary

Apellis Pharmaceuticals amends its Schedule 14D-9 to state that the Hart-Scott-Rodino waiting period applicable to the tender offer and merger expired at 11:59 p.m. Eastern Time on May 11, 2026, and that the HSR-related condition to the offer has been satisfied.

The offer by a Biogen subsidiary proposes $41.00 per share in cash plus one non-transferable contingent value right per share to receive up to $4.00 in additional cash upon achievement of specified milestones.

Insights

Mergers & Acquisitions Counsel

HSR clearance removes a key regulatory obstacle to closing.

The amendment confirms the HSR Act waiting period expired on May 11, 2026, satisfying the HSR-related condition in the Schedule 14D-9. This clears an antitrust timeline step that commonly delays closings.

Remaining closing conditions, including any financing or shareholder tender thresholds, will determine timing; subsequent filings may disclose closing milestones or satisfaction of other conditions.

Corporate Finance Analyst

Deal consideration: $41.00 cash plus up to $4.00 CVR per share.

The offer provides $41.00 per share in cash and one contingent value right per share for up to $4.00 in milestone-based payments. The CVR is contractual and non-transferable under the disclosed terms.

Cash-flow treatment and exact milestone triggers are governed by the CVR agreement; the amendment notes HSR clearance but does not change economic terms.

Key Figures

Cash consideration: $41.00 per Share Contingent value right: $4.00 per Share (maximum) HSR waiting period expiration: 11:59 p.m. Eastern Time on May 11, 2026 +1 more

4 metrics

Cash consideration $41.00 per Share offer by Biogen subsidiary per Offer to Purchase

Contingent value right $4.00 per Share (maximum) one non-transferable CVR per Share for milestone payments

HSR waiting period expiration 11:59 p.m. Eastern Time on May 11, 2026 expiration satisfied HSR-related offer condition

Par value $0.0001 per share Common stock par value as stated on cover

Key Terms

HSR Act, Schedule 14D-9, contingent value right

3 terms

HSR Act regulatory

"The required waiting period under the HSR Act applicable to the offer"

The HSR Act (Hart‑Scott‑Rodino Antitrust Improvements Act) requires companies in the United States to notify federal regulators and observe a waiting period before completing certain large mergers or acquisitions so authorities can check for anti-competitive effects. For investors it matters because the review can delay or block deals, force changes such as selling assets, and alter the expected value or timing of a transaction—like needing a permit before finalizing a major home renovation.

Schedule 14D-9 regulatory

"This Amendment amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

contingent value right financial

"one contractual, non-transferable contingent value right per Share representing the right to receive contingent cash payments"

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 2)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

Apellis Pharmaceuticals, Inc.

(Name of Subject Company)

Apellis Pharmaceuticals, Inc.

(Name of Person Filing Statement)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

03753U106

(CUSIP Number of Class of Securities)

Cedric Francois, M.D., Ph.D.

President and Chief Executive Officer

Apellis Pharmaceuticals, Inc.

100 Fifth Avenue

Waltham, MA 02451

(617) 977-5700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on

Behalf of the Person Filing Statement)

With copies to:

Stuart M. Falber Hal J. Leibowitz Andrew R. Bonnes Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 (617) 526-6000 Adam O. Emmerich, Esq. Ronald C. Chen, Esq. Victor Goldfeld, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000

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

This Amendment No. 2 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Apellis Pharmaceuticals, Inc., a Delaware corporation (“Apellis”), with the U.S. Securities and Exchange Commission (the “SEC”) on April 14, 2026 (together with any exhibits and annexes thereto and as amended or supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the Tender Offer Statement on Schedule TO filed with the SEC on April 14, 2026 (together with any amendments and supplements thereto, the “Schedule TO”) by Biogen Inc., a Delaware corporation (“Biogen”), and Aspen Purchaser Sub, Inc., a Delaware corporation and wholly owned subsidiary of Biogen (“Purchaser”). The Schedule TO relates to the tender offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.0001 per share (“Shares”), of Apellis in exchange for (i) $41.00 per Share, net to the seller in cash, without interest and subject to reduction for any applicable tax withholding, plus (ii) one contractual, non-transferable contingent value right per Share representing the right to receive contingent cash payments of up to an aggregate of $4.00 in cash, without interest and subject to reduction for any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and conditions of a contingent value rights agreement to be entered into by and among Biogen, Apellis and a rights agent mutually acceptable to Biogen and Apellis, in each case, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 14, 2026 (together with any amendments and supplements thereto, the “offer to purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time), copies of which were incorporated by reference into the Schedule 14D-9 as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.

Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:

1. The following text is added as a new paragraph at the end of the section entitled “ —U.S. Antitrust” on page 48 and before the section entitled “ —Other Antitrust Approvals” on page 49:

“The required waiting period under the HSR Act applicable to the offer and the consummation of the merger expired at 11:59 p.m., Eastern Time on May 11, 2026, and there is no voluntary agreement between Biogen and Apellis, on the one hand, and the FTC or the antitrust division, on the other hand, pursuant to which the parties have agreed not to consummate the offer or the merger. Accordingly, the condition to the offer requiring that the waiting period under the HSR Act applicable to the offer and the consummation of the merger shall have expired or been terminated has been satisfied.”

1

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 12, 2026				Apellis Pharmaceuticals, Inc.
				By:		/s/ Timothy Sullivan
						Name: Timothy Sullivan
						Title: Chief Financial Officer

FAQ

What did Apellis (APLS) file in this Schedule 14D-9/A?

This amendment confirms the HSR waiting period expired at 11:59 p.m. ET on May 11, 2026. It states the HSR-related condition to the tender offer has been satisfied, without altering the offer price or contingent value rights.

What is the cash consideration offered for Apellis (APLS) shares?

The offer provides $41.00 in cash per share. In addition, each share carries one non-transferable contingent value right that may pay up to $4.00 upon specified milestone achievement.

What does expiration of the HSR waiting period mean for the Apellis tender offer?

Expiration of the HSR waiting period means the regulatory timeframe under the HSR Act has concluded as to this transaction. The amendment reports that the HSR-related condition to the offer is satisfied, permitting progression toward consummation subject to other conditions.

Are the contingent value rights (CVRs) transferable or included in the cash price?

The CVRs are described as contractual and non-transferable. They are separate from the $41.00 cash payment and provide contingent cash payments of up to $4.00 upon achievement of specified milestones.

Does this amendment change the economic terms or timing of the deal for APLS shareholders?

No economic terms were changed in this amendment; it confirms the HSR-related condition is satisfied. The amendment does not specify a closing date or other timing milestones beyond the HSR clearance language.