ISS Recognizes There is No Case for Change

Dynavax's Superior Strategy and Current Board are Best Equipped to Deliver Significant Long-Term Stockholder Value

Dynavax Comments on Deep Track's Misleading Supplemental Materials

Urges Stockholders to Follow ISS Recommendation and Vote "FOR" ALL Four of Dynavax's Highly Qualified Director Nominees on the GOLD Proxy Card Today

EMERYVILLE, Calif., May 23, 2025 /PRNewswire/ -- Dynavax Technologies Corporation (Nasdaq: DVAX) ("Dynavax" or the "Company"), a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, today announced that leading independent proxy advisory firm, Institutional Shareholder Services ("ISS"), has recommended that Dynavax stockholders vote "FOR" all four of the Company's director nominees standing for election – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun – at the Company's upcoming Annual Meeting of Stockholders on June 11, 2025.

In its May 23, 2025, report, ISS noted that Deep Track has failed to present a compelling case for change. ISS recognizes that Dynavax's current strategy is the best path forward for continued long-term stockholder value creation, the Board has engaged in a proactive refreshment process, and the Board has engaged earnestly with Deep Track:

Dynavax's Board of Directors issued the following statement:

The recommendation from ISS to support all of Dynavax's highly qualified director nominees reaffirms that there is no case for change. The Company has the right strategy and Board in place to continue driving long-term stockholder value.

Our director nominees – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun – bring proven strategic leadership, vaccine expertise, senior public biotechnology and M&A experience and deep industry financial expertise, all of which are critical to Dynavax. Replacing any of our directors with Deep Track's inferior director nominees would leave Dynavax deficient in vital expertise and be detrimental to Dynavax's value-creating strategy.

We are encouraged that ISS calls attention to Deep Track's cherry picked and highly misleading materials. Deep Track's latest supplemental presentation further discredits their position by including misleading information that reveals their fundamental misunderstanding of our business. Our CpG 1018® adjuvant has, and we expect will continue to, provide value as evidenced by the over $950 million in revenue generated through COVID-19 business development leveraging our adjuvant, HEPLISAV-B®'s leadership position in the adult U.S. hepatitis B vaccine market, four vaccine programs currently in development by Dynavax using CpG 1018 with the opportunity to potentially address millions of patients, and over 15 collaborations currently in preclinical and clinical development by partners utilizing CpG 1018.

Our Board has demonstrated that we take a long-term view to growth and value creation, and we are committed to returning excess capital as part of our balanced strategic plan. With 203% total return delivered to stockholders over the last five years, it is clear our strategy is working and generating superior value. Deep Track's campaign to ultimately gain control of Dynavax and execute a one-dimensional plan to strip-mine Dynavax will destroy long-term value for all stockholders. Deep Track is deeply wrong and now is the time for stockholders to let them know.

Dynavax reminds stockholders that every vote is important, no matter how many or few shares it represents. Dynavax strongly urges stockholders vote "FOR" ALL four of Dynavax's director nominees standing for election – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun – on the GOLD proxy card today.

Dynavax stockholders who need assistance in voting their shares may call the Company's proxy solicitor, MacKenzie Partners, at 1-800-322-2885.

Advisors

Goldman Sachs & Co. LLC is serving as financial advisor to Dynavax and Cooley LLP is serving as legal counsel.

About Dynavax

Dynavax is a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines to help protect the world against infectious diseases. The Company has two commercial products, HEPLISAV-B® vaccine (Hepatitis B Vaccine (Recombinant), Adjuvanted), which is approved in the U.S., the European Union and the United Kingdom for the prevention of infection caused by all known subtypes of hepatitis B virus in adults 18 years of age and older, and CpG 1018® adjuvant, currently used in HEPLISAV-B and multiple adjuvanted COVID-19 vaccines. For more information about our marketed products and development pipeline, visit www.dynavax.com.

Forward-Looking Statements

This communication contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements. Forward-looking statements can generally be identified by the use of words such as "continue," "expect," "will," "plan," "would" and similar expressions, or the negatives thereof, or they may use future dates. Forward-looking statements made in this document include statements regarding expected contributions from our current directors, expectations regarding delivering value for our stockholders, market share and size of the market, our business strategy and long-term performance. Actual results may differ materially from those set forth in this communication due to the risks and uncertainties inherent in our business.

Important Additional Information and Where to Find It

On April 17, 2025, the Company filed a definitive proxy statement on Schedule 14A (the "Proxy Statement") and form of accompanying GOLD proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection with its 2025 Annual Meeting and its solicitation of proxies for the Company's director nominees and for other matters to be voted on. The Company may also file other relevant documents with the SEC regarding its solicitation of proxies for the 2025 Annual Meeting. This communication is not a substitute for any proxy statement or other document that the Company has filed or may file with the SEC in connection with any solicitation by the Company. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, ACCOMPANYING GOLD PROXY CARD AND OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION.

For Investors:

Paul Cox
[email protected]
510-665-0499

Or

MacKenzie Partners, Inc.
Bob Marese / John Bryan
Toll-Free: 1-800-322-2885
[email protected]

For Media:

Dan Moore / Tali Epstein
[email protected]

1 Permission to use quotes neither sought nor obtained. Emphasis added.

2 As of April 17, 2025, the date Dynavax filed its definitive proxy.

SOURCE Dynavax Technologies