This Amendment No. 1 (this “Amendment”) to Schedule
14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Morphic Holding, Inc., a Delaware corporation (the
“Company”), with the Securities and Exchange Commission (the “SEC”) on July 19, 2024 (the “Schedule 14D-9”), relating to the cash tender offer (the
“Offer”) by Rainier Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Eli Lilly and Company, an Indiana corporation (“Lilly”), to purchase all of the
issued and outstanding shares of the Company’s common stock, par value $0.0001 per share (“Shares”), at a purchase price of $57.00 per Share, net to the stockholder in cash, without interest thereon and subject to any
applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of July 19, 2024 (as may be amended or supplemented from time to time, the “Offer to Purchase”) and the
related Letter of Transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated July 7, 2024, by and among the
Company, Lilly and Purchaser (as may be amended from time to time, the “Merger Agreement”).
Except as otherwise set forth in this
Amendment, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional
Information
The subsection of Item 8 of the Schedule 14D-9 entitled “Regulatory
Approvals—U.S. Antitrust Laws” is hereby amended as follows:
The following sentence is added at the end of the second full paragraph as
follows:
“The waiting period applicable to the Offer under the HSR Act expired on July 31, 2024 at 11:59 P.M., Eastern Time.”
The following sentences are added at the end of the last paragraph as follows:
“The waiting period applicable to the Offer under the HSR Act expired on July 31, 2024 at 11:59 P.M., Eastern Time. Accordingly, the Regulatory
Condition has been satisfied. The Offer continues to be subject to the remaining conditions described in “Item 2. Identity and Background of Filing Person—Tender Offer.””