This Amendment No. 3 (this Amendment) to Schedule
14D-9 amends and supplements the Schedule 14D-9 previously filed by Prevail Therapeutics Inc. (the Company or Prevail), with the U.S. Securities
and Exchange Commission (the SEC) on December 22, 2020 (as amended or supplemented from time to time, the Schedule 14D-9), with respect to the tender offer by Tyto Acquisition
Corporation, a Delaware corporation (Purchaser) and wholly-owned subsidiary of Eli Lilly and Company, an Indiana corporation (Parent), to purchase all of the Companys outstanding shares of common stock, par value
$0.0001 per share (the Shares), pursuant to the Agreement and Plan of Merger, dated as of December 14, 2020, by and among Parent, Purchaser and the Company (as it may be amended from time to time, the Merger Agreement),
in exchange for (i) $22.50 per Share, net to the seller in cash, without interest and less any applicable tax withholding, plus (ii) one non-tradeable contingent value right (each a CVR),
which represents the contractual right to receive a contingent payment of up to $4.00 per Share, net to the seller in cash, without interest and less any applicable tax withholding, which amount (or such lesser amount as determined in accordance
with the terms and conditions of the contingent value rights agreement to be entered into with a rights agent mutually agreeable to Parent and the Company) will become payable, if at all, if a specified milestone is achieved prior to
December 1, 2028 upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 22, 2020 (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 December 22, 2020. 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, as each may be amended or supplemented from time to time.
Capitalized terms used in this Amendment but not defined herein shall have the respective meaning given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or supplemented to the extent specifically provided
herein.
Item 8.
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Additional Information.
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Item 8 of the Schedule 14D-9, as amended, is hereby amended and supplemented by inserting the following paragraph after
the last paragraph of the subsection entitled Regulatory Approvals:
On January 19, 2021 at 11:59 p.m. Eastern Time, the
waiting period applicable to the Offer under the HSR Act expired. Accordingly, the condition of the Offer relating to the expiration or termination of the waiting period applicable to the Offer and the Merger under the HSR Act has been satisfied.
The Offer and the Merger remain subject to other closing conditions.