This Amendment No. 1 (this “Amendment”) to
Schedule 14D-9 amends and supplements the Schedule 14D-9 previously filed by Dynavax Technologies Corporation, a Delaware corporation (the
“Company”), with the Securities and Exchange Commission (the “SEC”) on January 12, 2026 (as amended or supplemented from time to time, the
“Schedule 14D-9”), with respect tender offer by Samba Merger Sub, Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Sanofi, a French
société anonyme (“Parent”), to purchase any and all of the issued and outstanding Shares of the Company for $15.50 per Share in cash, without interest, subject to any applicable withholding taxes, upon the terms and subject
to the conditions set forth in that certain Offer to Purchase dated January 12, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any
amendments or supplements thereto, the “Letter of Transmittal,” which, together with the Offer to Purchase, constitutes the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or
supplemented from time to time, the “Schedule TO”) filed by Parent and Purchaser with the SEC on January 12, 2026. The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(A) and (a)(1)(B) to the
Schedule 14D-9, respectively, and are incorporated therein by reference.
This Amendment is being
filed to reflect certain amendments and updates to Items 3 and 8 of the Schedule 14D-9 as reflected below, which should be read in conjunction with the
Schedule 14D-9. The Company specifically denies all allegations in the Actions and the Demands (each as defined below) that any additional disclosure was or is required or is material.
Capitalized terms used in this Amendment but not defined herein shall have the respective meaning given to such terms in the Schedule 14D-9. Except to the extent specifically amended or supplemented as provided in this Amendment, the information set forth in the
Schedule 14D-9 remains unchanged.
Item 3. Past Contacts, Transactions, Negotiations and
Agreements.
Item 3 of the Schedule 14D-9 is hereby amended and supplemented as follows:
By deleting the first two paragraphs under the section entitled “Item 3. Past Contacts, Transactions, Negotiations and Agreements — (a)
Arrangements with Executive Officers, Directors and Affiliates of the Company — Outstanding Shares Held by Directors and Executive Officers” on page 5 and replacing it with the following:
“If the executive officers and directors of the Company who own Shares tender their Shares for purchase pursuant to the Offer, they will
receive the same consideration on the same terms and conditions as the other stockholders of the Company as described under Item 2 above. As of December 23, 2025, the executive officers and directors of the Company beneficially owned, in the
aggregate, 770,470 Shares (which, for clarity, excludes Shares subject to outstanding Company Stock Options, Company PSUs, Company RSUs, and purchase rights granted under the Company ESPP, in each case, whether vested or unvested).
The following table sets forth (A) the number of Shares beneficially owned as of December 23, 2025, by each of the Company’s
executive officers and directors (which, for clarity, excludes Shares subject to outstanding Company Stock Options, Company PSUs, Company RSUs, and purchase rights granted under the Company ESPP, in each case, whether vested or unvested) and
(B) the maximum aggregate consideration that would be payable for such Shares pursuant to the Offer based on the Offer Price ($15.50 per Share).”
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:
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1. |
By inserting the following sentences at the end of the second paragraph under the section entitled
“Item 8. Additional Information — (d) Regulatory Approvals — Compliance with the HSR Act” on page 63: |
“The waiting period under the HSR Act expired, effective January 27, 2026 at 11:59 p.m. Eastern Time. Accordingly, the condition to
the Offer requiring that the waiting period (or any extension thereof) applicable to the Offer and the Merger under the HSR Act shall have expired or been terminated has been satisfied.”
