Dynavax shareholder Deep Track comments on Dynavax rejection of settlement offer

Deep Track Capital, one of the largest shareholders of Dynavax (DVAX), with ownership of approximately 14.34% of the company’s outstanding shares. Deep Track commented on the company’s disclosure that the board of directors has rejected a settlement proposal in connection with its nomination of four highly qualified candidates for election to the board at the 2025 annual meeting of shareholders. Deep Track issued the following statement: “We have consistently tried to work with Dynavax to find a mutually agreeable path forward that would be in the best interests of all shareholders. Our recent three-part proposal to the Company was designed to ensure that a shareholder representative would be in the boardroom and to avoid a costly and distracting proxy contest. The terms of our proposal were as follows: Deep Track nominees Brett Erkman and Donald Santel would be appointed to the Board; Two long-tenured incumbent directors would step down; and The Board would rebalance its classes such that there are three directors in each. Unfortunately, Dynavax swiftly rejected this proposed settlement, and merely reiterated a prior proposal that it has now put forth for a third time. In yet another sign of the Board’s entrenchment, it has refused to compromise and seems set on not having a representative of one of its largest shareholders as a director. It is highly disappointing that the Board continues to act so unreasonably – and disregard shareholders’ best interests – by refusing to negotiate toward a resolution despite various proposals from us. This behavior is made even worse by the fact that we are the second largest shareholder in Dynavax and long-term investors in the Company – not a typical “activist.” Now is not the time to continue fighting with a major shareholder in an effort to protect the Board’s status quo. It is the time to critically evaluate the Company’s strategy and ensure it is pursuing the best path forward for all stakeholders – including by eventually eliminating Hepatitis B. While we remain open to discussions around how to resolve this situation in an amicable fashion, we are committed to protecting the best interests of all Dynavax shareholders and ensuring their voices are heard. The need for urgent change is clear and we continue to believe that the addition of our four nominees would provide critical independence, shareholder perspective, and relevant expertise to the Board. In our view, the supportive outreach we have received from our fellow investors to date affirms the strength of our case for change and we look forward to further dialogue with other shareholders in the weeks to come.”