PRDS Pardes Biosciences Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

Pardes Biosciences, Inc.

(Name of the Issuer)

Pardes Biosciences, Inc.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

69945Q 105

(CUSIP Number of Common Stock)

Thomas G. Wiggans

Chief Executive Officer

Pardes Biosciences, Inc.

2173 Salk Avenue, Suite 250

PMB#052

Carlsbad, California 92008

(415) 649-8758

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the attached exhibits (this “Statement”) is being filed by Pardes Biosciences, Inc. (“Pardes” or the “Company”) and relates to the offer (the “Offer”) to purchase by MediPacific Sub, Inc., a Delaware corporation (“Purchaser”), and wholly owned subsidiary of MediPacific, Inc. (“Parent”) all of the issued and outstanding shares of common stock, par value $0.0001 per share of Pardes (the “Common Stock”) that is the subject of the Rule 13e-3 transaction described below (the “Shares”) (other than (i) Shares held in the treasury of Pardes immediately prior to the effective time of the Merger (as defined below), (ii) Shares owned, directly or indirectly, by the Foresite Stockholders (as defined in that certain Agreement and Plan of Merger, dated as of July 16, 2023, by and among Pardes, Purchaser and Parent (the “Merger Agreement”)), Parent, Purchaser or any other subsidiary of Parent at the commencement of the Offer and that are owned by Parent, Purchaser or any other subsidiary of Parent immediately prior to the effective time of the Merger), for a price of (i) $2.02 per Share (the “Base Price Per Share”), (ii) an additional amount of cash of up to $0.17 per Share (such amount as finally determined pursuant to Section 2.01(d) of the Merger Agreement, the “Additional Price Per Share,” and together with the Base Price Per Share, the “Cash Amount”), and (iii) one non-transferable contingent value right per Share (each a “CVR”) (such amount, or any different amount per share paid pursuant to the Offer (as defined below) to the extent permitted under the Merger Agreement, being the “CVR Amount”), and, together with the Cash Amount, the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 28, 2023 (the “Offer to Purchase”), which is annexed to and filed with this Statement as Exhibit (a)(1)(A), and in the related Letter of Transmittal, which is annexed to and filed with this Statement as Exhibit (a)(1)(B), which, together with any amendments or supplements thereto, collectively constitute the “Offer.” The Offer is being made pursuant to the Merger Agreement. The Merger Agreement provides, among other things, for the terms and conditions of the Offer and the subsequent merger of Purchaser with and into Pardes (the “Merger”) in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”).

The information contained in the Tender Offer Statement filed under cover of Schedule TO by Parent with the U.S. Securities and Exchange Commission (the “SEC”) on July 28, 2023 (as amended or supplemented from time to time, the “Schedule TO”), including the Offer to Purchase, and the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Pardes with the SEC on July 28, 2023, a copy of which is attached hereto as Exhibit (a)(1)(F) (as amended or supplemented from time to time, the “Schedule 14D-9”), is incorporated herein by reference and, except as described below, the responses to each item in this Statement are qualified in their entirety by the information contained in the Schedule TO, the Offer to Purchase and the Schedule 14D-9. The cross references identified herein are being supplied pursuant to General Instruction G to Schedule 13E-3 and indicate the location in the Schedule TO and Schedule 14D-9 of the information required to be included in response to the respective Items of this Statement.

Concurrently with the execution of the Merger Agreement, and as a condition and inducement to Pardes’ willingness to enter into the Merger Agreement and the CVR Agreement (as defined below), Foresite Capital Opportunity Fund V, L.P., Foresite Capital Fund V, L.P. and FS Development Holdings II, LLC (collectively, the “Guarantors”), affiliates of Parent, have duly executed and delivered to Pardes a limited guaranty (the “Limited Guaranty”), dated as of the date of the Merger Agreement, in favor of Pardes and the holders of CVRs, in respect of certain of Parent’s and Purchaser’s obligations arising under, or in connection with, the Merger Agreement and the Contingent Value Rights Agreement (the “CVR Agreement”) that Pardes expects to enter into with a rights agent and a representative, agent and attorney in-fact of the holders of the CVR. The Guarantors’ obligations under the Limited Guaranty are subject to a cap of $7.5 million with respect to obligations to Pardes arising under or in connection with the Merger Agreement and $400,000 with respect to obligations to the holders of the CVRs arising under or in connection with the CVR Agreement.

Any information contained in the documents incorporated herein by reference shall be deemed modified or superseded for purposes of this Statement to the extent that any information contained herein modifies or supersedes such information. All information contained in this Statement concerning Purchaser, Parent or their affiliates has been provided by such person and not by any other person.

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 1. Subject Company Information—Name and Address” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 1. Subject Company Information—Securities” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 6. Price Range of Shares; Dividends” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “The Tender Offer—Section 6. Price Range of Shares; Dividends” and “The Tender Offer—Section 14. Dividends and Distributions” is incorporated herein by reference.

Not applicable.

The information set forth in the Schedule 14D-9 under the heading “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Parent and Purchaser and Their Affiliates” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 9. Certain Information Concerning Parent and Purchaser” is incorporated herein by reference.

The filing person and subject company is Pardes Biosciences, Inc. The business address of Pardes is 2173 Salk Avenue, Suite 250, PMB #052, Carlsbad, California 92008, and Pardes’ telephone number is (415)-649-8758.

The information set forth in the Schedule 14D-9 under the headings “Item 1. Subject Company Information,” “Item 2. Identity and Background of Filing Person,” and “Annex 1. Business and Background of the Company’s Directors and Executive Officers” is incorporated herein by reference.

The information in the Offer to Purchase under the headings “The Tender Offer–Section 9. Certain Information Concerning Parent and Purchaser” and “Schedule A–Information Concerning Members of the Boards of Directors and the Executive Officers of Purchaser, Parent and the Guarantors” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 1. Subject Company Information,” “Item 2. Identity and Background of Filing Person–Business and Background of the Company’s Directors and Executive Officers” and “Annex 1. Business and Background of the Company’s Directors and Executive Officers” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “The Tender Offer–Section 9. Certain Information Concerning Parent and Purchaser” and “Schedule A–Information Concerning Members of the Boards of Directors and the Executive Officers of Purchaser, Parent and the Guarantors” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 1–Subject Company Information,” “Item 2. Identity and Background of Filing Person–Business and Background of the Company’s Directors and Executive Officers” and “Annex 1. Business and Background of the Company’s Directors and Executive Officers” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “The Tender Offer–Section 9. Certain Information Concerning Parent and Purchaser” and “Schedule A–Information Concerning Members of the Boards of Directors and the Executive Officers of Purchaser, Parent and the Guarantors” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 1. Subject Company Information– Securities,” “Item 2. Identity and Background of Filing Person–Tender Offer and Merger,” “Item 3. Past Contacts, Transactions, Negotiations and Agreements,” “Item 4. The Solicitation or Recommendation,” “Item 7. Purposes of the Transaction and Plans or Proposals” and “Item 8. Additional Information–Named Executive Officer Golden Parachute Compensation; Appraisal Rights” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Tender Offer – Section 1. Terms of the Offer,” “The Tender Offer–Section 2. Acceptance for Payment and Payment for Shares,” “The Tender Offer—Section 3. Procedures for Tendering Shares,” “The Tender Offer—Section 4. Withdrawal Rights,” “The Tender Offer—Section 5. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger,” and “The Tender Offer— Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person—Tender Offer and Merger,” “Item 3. Past Contacts, Transactions, Negotiations and Agreements” and “Item 8. Additional Information” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Tender Offer—Section 9. Certain Information Concerning Parent and Purchaser,” “The Tender Offer—Section 10. Background of the Offer; Contacts with Pardes,” “The Tender Offer—Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements,” and “The Tender Offer–Section 17. Interests of Certain Pardes Directors and Executive Officers in the Offer and the Merger” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 8. Additional Information—Appraisal Rights” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 15. Certain Legal Matters; Regulatory Approvals—Takeover Laws; Appraisal Rights” is incorporated herein by reference.

The filing person has not made any provision in connection with the transaction to grant unaffiliated security holders access to the corporate files of the filing person or to obtain counsel or appraisal services at the expense of the filing person.

Not applicable.

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person—Tender Offer and Merger” and “Item 3. Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Tender Offer—Section 9. Certain Information Concerning Parent and Purchaser,” “The Tender Offer—Section 10. Background of the Offer; Contacts with Pardes” and “The Tender Offer—Section 17. Interests of Certain Pardes Directors and Executive Officers in the Offer and the Merger” is incorporated herein by reference.

(b)-(c)   Significant Corporate Events; Negotiations or Contacts

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person—Tender Offer and Merger,” “Item 3. Past Contacts, Transactions, Negotiations and Agreements” and “Item 4. The Solicitation or Recommendation” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Tender Offer—Section 9. Certain Information Concerning Parent and Purchaser,” “The Tender Offer—Section 10. Background of the Offer; Contacts with Pardes,” “The Tender Offer—Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements” and “The Tender Offer—Section 17. Interests of Certain Pardes Directors and Executive Officers in the Offer and the Merger” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person–Tender Offer and Merger,” “Item 3. Past Contacts, Transactions, Negotiations and Agreements” and “Item 4. The Solicitation or Recommendation” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Tender Offer— Section 9. Certain Information Concerning Parent and Purchaser,” “The Tender Offer—Section 10. Background of the Offer; Contacts with Pardes” and “The Tender Offer—Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” The Tender Offer – Section 7. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act

Registration and Margin Regulations,” “The Tender Offer–Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements” and “The Tender Offer–Section 15. Certain Legal Matters; Regulatory Matters–Appraisal Rights” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person—Tender Offer and Merger,” “Item 3. Past Contacts, Transactions, Negotiations and Agreements,” “Item 4. The Solicitation or Recommendation” and “Item 7. Purposes of the Transaction and Plans or Proposals” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Tender Offer—Section 7. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations,” “The Tender Offer—Section 10. Background of the Offer; Contacts with Pardes,” “The Tender Offer—Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements,” “The Tender Offer—Section 12. Source and Amount of Funds” and “The Tender Offer—Section 17. Interests of Certain Pardes Directors and Executive Officers in the Offer and the Merger” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person —Tender Offer and Merger,” “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Parent and Purchaser and Their Affiliates,” “Item 4. The Solicitation or Recommendation—Reasons for the Recommendation; Fairness of the Offer and Merger” and “Item 7. Purposes of the Transaction and Plans or Proposals” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Tender Offer—Section 7. Possible of Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations,” “The Tender Offer–Section 9. Certain Information Concerning Parent and Purchaser” and “The Tender Offer—Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Contracts” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation—Background of the Offer and Merger; Reasons for the Recommendation; Fairness of the Offer and Merger” and “Item 7. Purposes of the Transaction and Plans or Proposals” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “The Tender Offer—Section 10. Background of the Offer; Contacts with Pardes” and “The Tender Offer—Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger; Reasons for the Recommendation; Fairness of the Offer and Merger” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Tender Offer—Section 10. Background of the Offer; Contacts with Pardes” and “The Tender Offer—Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person—Tender Offer and Merger,” “Item 3. Past Contacts, Transactions, Negotiations and Agreements,” “Item 4. The Solicitation or Recommendation,” “Item 5. Persons/Assets Retained, Employed, Compensated or Used,” “Item 7. Purposes of the Transaction and Plans or Proposals” and “Item 8. Additional Information” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Tender Offer— Section 1. Terms of the Offer,” “The Tender Offer –Section 5. Certain U.S. Federal Income Tax Consequences of the Offer and the Merger,” “The Tender Offer—Section 7. Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration and Margin Regulations,” “The Tender Offer— Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements,” “The Tender Offer—Section 12. Source and Amount of Funds,” “The Tender Offer—Section 14. Dividends and Distributions,” “The Tender Offer—Section 15. Certain Legal Matters; Regulatory Approvals—Appraisal Rights,” “The Tender Offer—Section 16. Fees and Expenses,” “The Tender Offer—Section 17. Interests of Certain Pardes Directors and Executive Officers in the Offer and the Merger” and “The Tender Offer—Section 15. Certain Legal Matters; Regulatory Approvals—Appraisal Rights” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation,” “Item 5. Persons/Assets Retained, Employed, Compensated or Used” and “Item 8. Additional Information” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “The Tender Offer—Section 10. Background of the Offer; Contacts with Pardes,” “The Tender Offer—Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements” and “The Tender Offer—Section 18. Position of Parent and Purchaser Regarding Fairness of the Offer and the Merger” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation,” “Item 5. Persons/Assets Retained, Employed, Compensated or Used,” “Item 8. Additional Information” and “Annex 2: Opinion of Financial Advisor” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “The Tender Offer—Section 10. Background of the Offer; Contacts with Pardes,” “The Tender Offer—11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements” and “The Tender Offer—Section 18. Position of Parent and Purchaser Regarding Fairness of the Offer and the Merger” is incorporated herein by reference.

The information set forth in Exhibits (c)(1), (c)(2) and (c)(3) is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person—Tender Offer and Merger” and “Item 8. Additional Information—Stockholder Approval of the Merger Not Required” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The Tender Offer— Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation” is incorporated herein by reference.

No unaffiliated representative has been retained by a majority of directors who are not employees of the subject company to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of this transaction and/or preparing a report concerning the fairness of the transaction.

The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements; Summary of the Merger Agreement and Certain Other Agreements—Pardes Board Recommendation and Special Committee Recommendation” is incorporated herein by reference.

The Merger Agreement and Offer were approved by a majority of the directors of Pardes who are not employees of Pardes.

The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation—Background of the Offer and the Merger; Reasons for the Recommendation; Fairness of the Offer and Merger” is incorporated herein by reference.

(a) - (b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal

The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation,” “Item 5. Persons/Assets Retained, Employed, Compensated or Used” and “Annex 2— Opinion of Financial Advisor,” and the information set forth as Exhibits (c)(1)-(c)(2) is incorporated herein by reference. Leerink Partners LLC has consented to the inclusion of its opinion and discussion materials in their entirety as Exhibits (c)(1)-(c)(3) to this Schedule 13E-3.

The information set forth in the Offer to Purchase under the headings “The Tender Offer—Section 10. Background of the Offer; Contacts with Pardes” and “The Tender Offer—Section 19. Reports, Appraisals and Negotiations” and in Exhibits (c)(1) – (c)(3) hereto is incorporated herein by reference.

The information set forth in Exhibits (c)(1)-(c)(3) is incorporated herein by reference.

The reports, opinions or appraisals referenced in this Item 9 are available for inspection and copying at Foresite Capital Affiliates principal executive offices located at 900 Larkspur Landing Circle, Suite 150, Larkspur, California 94939, during regular business hours, by any interested stockholder of Pardes or a representative of such interested stockholder who has been so designated in writing by such interested stockholder.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The Tender Offer—Section 12. Source and Amount of Funds” is incorporated herein by reference.

Not applicable.

The information set forth in the Schedule 14D-9 under the heading “Item 5. Persons/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer—16. Fees and Expenses” is incorporated herein by reference.

Not applicable.

The information set forth in Schedule 14D-9 under the heading “Item 3. Past Contacts, Transactions, Negotiations, and Agreements” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 9. Certain Information Concerning Parent and Purchaser” is incorporated herein by reference.

The information set forth in Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Parent and Purchaser and Their Affiliates” and “Item 6. Interest in Securities of the Subject Company” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “The Tender Offer—Section 9. Certain Information Concerning Parent and Purchaser” and “Schedule A—Information Concerning Members of the Boards of Directors and the Executive Officers of Purchaser, Parent and the Guarantors—Security Ownership of Certain Beneficial Owners” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation—Intent to Tender” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Tender Offer—Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements—Summary of the Merger Agreement and Certain Other Agreements–Pardes Board Recommendation and Special Committee Recommendation” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the headings “Summary Term Sheet”, “The Tender Offer— Section 11. Purpose of the Offer and Plans for Pardes; Summary of the Merger Agreement and Certain Other Agreements—Summary of the Merger Agreement and Certain Other Agreements—Pardes Board Recommendation and Special Committee Recommendation,” and “The Tender Offer—Section 18. Position of Parent and Purchaser Regarding Fairness of the Offer and Merger” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer—Section 8. Certain Information Concerning Pardes” is incorporated herein by reference.

The audited financial statements of Pardes as of and for the fiscal years ended December 31, 2022 and December 31, 2021 are incorporated herein by reference to Part II, Item 8 of Pardes’ Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 14, 2023. The unaudited condensed financial statements of Pardes for the three months ended March 31, 2023 are incorporated herein by reference to Item 1 of Pardes’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 5, 2023.

Not applicable.

The information set forth in the Schedule 14D-9 under the heading “Item 8. Additional Information—Summary Financial Information” is herein incorporated by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 5. Persons/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer—16. Fees and Expenses” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 5. Persons/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer—16. Fees and Expenses” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements Between Pardes and its Executive Officers, Directors and Affiliates—Golden Parachute Compensation” is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the heading “Item 8. Additional Information” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the heading “The Tender Offer–Section 20. Miscellaneous” is incorporated herein by reference.

The following exhibits are filed herewith:

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Exhibit (c)(2)

PROJECT PACIFIC Materials Prepared for the Board of Directors July 16, 2023 Confidential    PROJECT PACIFIC

Leerink Partners Disclaimer This presentation (the “Presentation”) has been prepared by Leerink Partners LLC, exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addressed. The Recipient is not permitted to reproduce, in whole or in part, the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without our prior written consent except to the extent provided in the engagement letter. No party may rely on this Presentation without our prior written consent. Leerink Partners and its affiliates, officers, directors, employees, advisors, and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law).    This Presentation speaks only as of the date it is given; and is necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to us as of, the date hereof. The views expressed in the Presentation are subject to change based upon several factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Leerink Partners has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty (express or implied) is made as to the Information’s accuracy or completeness and Leerink Partners assumes no obligation to update the Information, including regarding the reasonableness or achievability of any forward-looking information or the assumptions upon which any such forward-looking information is based. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Leerink Partners. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient or any other party. The Presentation is not exhaustive and does not serve as legal, accounting, tax, investment, or any other kind of advice. This Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Leerink Partners. The Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation, Leerink Partners has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary or other relationship between the Recipient and Leerink Partners. These materials are being furnished and should be considered only in the context of the oral briefing being provided by Leerink Partners as information and assistance for the Recipient in connection with a potential transaction. These materials were not prepared with a view to public disclosure or to conform with any disclosure standards under any securities law or otherwise. This Presentation supersedes any previous presentation, materials or oral commentary delivered by us in connection with the transaction contemplated herein. Confidential 1

Transaction Summary TRANSACTION • Foresite Capital to acquire all outstanding shares of Pacific not owned by Foresite Capital via cash tender    offer    • Base price per share of $2.02 plus additional price per share of up to $0.17 and one CVR per share, with    the final price per share to be based on the amount of Pacific closing net cash    – Based on Pacific projected closing net cash of $137—$ 147 million, plus the estimated proceeds    from the exercise of in-the-money options, minus $12 million (92-94% of closing net cash) CONSIDERATION – Cash offer per share assumes 63.5 million Pacific fully diluted shares outstanding, inclusive of    dilutive impact of restricted shares and the exercise of in-the-money options • Non-transferable contingent value right (CVR) that represents right to receive 80% of the net proceeds    payable from any license or disposition within five years of closing involving Pacific’s programs, data,    regulatory rights applications, process development, CMC information and patents SOURCE OF FUNDING • Foresite Capital entitled to use closing net cash to fund purchase of Pacific shares SELECT CLOSING • Customary public company closing conditions for transaction of this type CONDITIONS    Termination fee equals $2.6 million (2.0% of deal value) payable by Pacific in the event:      –Pacific terminates the merger agreement to accept a superior offer TERMINATION–Foresite Capital terminates the merger agreement subsequent to the Pacific Board of Directors or Special Committee adversely changing recommendation to the transaction •Expense reimbursement payment up to $1.25 million in the event the closing net cash is less than a certain predetermined amount •Expected announcement to occur in July 2023 TIMING •Expected closing to occur in August 2023    

Pacific Process Overview • On April 3, 2023, Pacific announced plans to suspend further development of pomotrelvir, reduce headcount by approximately 85% and explore a range of strategic alternatives. • On April 7, 2023, Foresite Capital (“Foresite”) filed a Schedule 13D/A on April 7, 2023, regarding its purchase of ~1.5 million additional shares of Pacific on April 5, 2023, increasing Foresite’s ownership of Pacific common shares to 27.2%. • On April 20, 2023, Foresite submitted a letter to the Pacific board of directors indicating its intent to explore and evaluate a potential acquisition of all Pacific common shares it did not already own. • The Pacific Board of Directors established a special committee (“Pacific Special Committee”) on May 2, 2023 to oversee its review of strategic alternatives, with board member and founding partner of Foresite, James Tanenbaum, M.D., recused of all discussions related to a potential transaction. • Pacific engaged Leerink Partners in May 2023 to explore a range of strategic alternatives, including an acquisition, merger, business combination, or other transaction. • Leerink Partners, management and the Pacific Special Committee considered an initial list of 133 strategic merger candidates and five parties with potential interest in acquiring Pacific via a cash tender offer (“financial buyers”), including Foresite. This list included inbound interest from strategic merger candidates and financial buyers. • Management and the Pacific Special Committee decided to include nine private companies and three potential financial buyers, including Foresite, in the process. • Of the contacted private companies, 8 requested a process letter and 8 submitted non-binding indications of interest (IOI) by May 23, 2023. One of the private companies submitted an IOI that included a return of up to $100M cash to Pacific shareholders with a concurrent PIPE transaction. • Pacific Special Committee selected three private companies to conduct confidential management presentations between June 1 and June 3, 2023. Following request from Pacific Special Committee to return at least $100M of capital to Pacific shareholders and raise a commensurate PIPE, 2 out of the 3 private companies dropped out of the process. The last private company also dropped out of the process, informing Leerink Partners that it intended to pursue other alternatives.

Pacific Process Overview • Two of the three contacted financial buyers submitted non-binding IOIs between May 30 and June 5, 2023. Financial Buyer A initial proposal dated May 30, 2023 offered to acquire Pacific’s shares for $2.07 per share in cash plus a CVR representing the right to receive 80% of the net proceeds from the sale of Pacific’s legacy assets. Foresite’s initial proposal dated June 5, 2023 offered to acquire Pacific’s shares for $1.93 per share in cash, or 84% of Foresite’s assumption of $141 million Pacific net cash at close, plus a CVR representing the right to receive 80% of the net proceeds from any license or disposition involving pomotrelvir within one year of closing. • Following feedback from the Pacific Special Committee on their initial IOIs, the two financial buyers submitted revised proposals between June 9 and June 12, 2023. The CVR in Financial Buyer A’s second proposal, dated June 9, 2023, was revised to include pomotrelvir, PBI-2158, the backup leads, and the IP. Net cash at close greater than ~$139 million would be returned to existing Pacific shareholders1 . Foresite’s revised proposal on June 10, 2023 increased per share cash consideration to $2.09, The CVR was increased to consist of 90% of the net proceeds from any license or disposition involving pomotrelvir within one year of closing. • Financial Buyer A’s best and final proposal submitted orally on June 12 increased the cash purchase price by 1% to $2.08 per share, based on Financial Buyer A’s assumption of $141 million Pacific net cash at close minus $12.5 million. • Foresite’s best and final proposal submitted orally remained at $2.09 per share. This proposal also included a CVR representing the right to receive 80% of the net proceeds from any license or disposition involving Pacific’s assets within five years of closing. • From June 12 until July 16, 2023, Pacific and Foresite’s finalized diligence and negotiated towards definitive agreements for the transaction

Pacific Company Overview $ IN MILLIONS, EXCEPT PER SHARE VALUES PACIFIC PUBLIC MARKET OVERVIEW     TOP 10 SHAREHOLDERS1 Share Price as of 07/14/23$1.85RankHolderMkt. Value% O/S 52-Week High$3.701Foresite Capital $31.127.2% 52-Week Low$0.852Khosla Ventures11.410.0% Current Price as a % of 52 Week High50%3Uri Lopatin, M.D. 10.59.2% 4BML Capital7.46.5% Common Shares Outstanding61.7 5Lynx1 Capital6.15.4% 6Lee Arnold, Ph.D.5.24.6% Fully Diluted Market Value2$117.47BlackRock3.53.0% Add: Total Debt-8Chesapeake Partners3.12.7% Less: Cash & Equivalents3(153.2)9Jay Lobell2.52.2% 10Soleus Capital2.32.0% Enterprise Value    ($35.8) Top 5 Holders$66.558.3% Top 10 Holders83.172.8% $4.00 1 09/13/22: Pacific announced the commencement of a Phase 2 trial Price $3.00 evaluating pomotrelvir for the treatment of SARS-CoV-2 infections in 1 non-hospitalized symptomatic adults with COVID-19 Share $2.00 2 04/03/23: Pacific announced top-line results from the Phase 2 trial 2 evaluating pomotrelvir for the treatment of COVID-19 did not meet the primary endpoint. The Company also announced the suspension Pacific $1.00 of further clinical development of pomotrelvir and plans to explore a range of strategic alternatives. $0.00 Jul-22 Sep-22 Nov-22 Jan-23 Mar-23 May-23 Jul-23 (1): Based on 61.7 million basic shares outstanding per the latest 10-Q filing and closing share price of $1.86 as of 07/13/23. (2): Includes 61.7 million basic shares outstanding per the latest 10-Q filing plus the expected dilutive impact of ~1.8 million options outstanding with weighted average exercise price of $2.04. (3): Estimated as of 06/30/23 per management guidance. Note: Market data as of 07/13/23. Source: FactSet, CapitalIQ, company filings, press releases and management guidance. Confidential 5

Comparison of Estimated Tender Offer Versus PROJECT PACIFIC Management Dissolution Case PACIFIC MANAGEMENT ESTIMATES THE CASH EXPENSE IN THE EVENT OF A DISSOLUTION OF THE COMPANY, INCLUDING AS TO TIMING OF PAYOUTS    Current Estimate of Tender Offer     Dissolution Analysis – Management Dissolution Case Current Projected Cash at Close$142,831,644Cash Available for Distribution$145,060,313 Proceeds from Exercise of In-The-Money Options3,595,58170% Distribution(101,542,219) Pacific Cash at Close$146,427,224Holdback$43,518,094 Less: Foresite Retained Cash (12,000,000)Shares O/S61,716,745 Aggregate Cash Consideration1$134,427,224Cash per Share of Distribution in December 2023$1.65 Shares O/S61,716,745Operating Expenses for Holdback Period Paid from Holdback4($6,258,000) In-The-Money Options Exercised21,762,719Total Holdback Cushion$37,260,094 Total Shares Outstanding63,479,464Assumed Future Distribution of Holdback Cushion (%)75% Total Cash Consideration per Share3$2.12Assumed Future Distribution of Holdback Cushion27,945,070 Premium to Pacific Share Price15%Present Value of Future Distribution in December 2026524,383,021 Present Value per Share of Future Distribution in December 2026 $0.40 Total Cash Distribution per Share$2.04 Premium to Pacific Share Price10%    (1): Cash tender to be equal to aggregate cash consideration multiplied by the percentage of common shares not owned by Foresite and its affiliates. (2): ~1.8M in-the-money options exercised with a weighted average strike price of $2.04 per option. (3): Consists of $2.02 base price per share and estimated $0.10 additional amount per share to be paid to common shareholders other than Foresite and its affiliates. (4): Includes operating expenses and interest income for the three-year holdback period. (5): Assumed Future Distribution of Holdback Cushion discounted by 3 years at the rate of foregone interest, approximated as Moody’s Seasoned AAA Corporate Bond Yield as of 06/30/23 of 4.65%. Source: Pacific management and final merger agreement dated 07/16/23.

Appendix

Illustrative Dissolution Sensitivity Analysis PACIFIC MANAGEMENT ESTIMATES THE CASH EXPENSE IN THE EVENT OF A LIQUIDATION OR DISSOLUTION OF THE COMPANY, INCLUDING AS TO TIMING OF PAYOUTS. Dissolution Scenario 1 – 70% Distribution     Dissolution Scenario 2 – 80% Distribution Cash Available for Distribution$145,060,313Cash Available for Distribution$145,060,313 70% Distribution(101,542,219)80% Distribution(116,048,251) Holdback$43,518,094Holdback$29,012,063 Shares O/S61,716,745Shares O/S61,716,745 Cash per Share of Distribution in December 2023$1.65Cash per Share of Distribution in December 2023$1.88 Operating Expenses for Holdback Period Paid from Holdback1($6,258,000)Operating Expenses for Holdback Period Paid from Holdback1($6,258,000) Total Holdback Cushion$37,260,094Total Holdback Cushion$22,754,063 Assumed Future Distribution of Holdback Cushion (%)75%Assumed Future Distribution of Holdback Cushion (%)100% Assumed Future Distribution of Holdback Cushion27,945,070Assumed Future Distribution of Holdback Cushion22,754,063 Present Value of Future Distribution in December 2026223,630,020Present Value of Future Distribution in December 2026319,853,691 Present Value per Share of Future Distribution in December 2026$0.38Present Value per Share of Future Distribution in December 2026$0.32 Total Cash Distribution per Share$2.03Total Cash Distribution per Share$2.20    (1): Includes operating expenses and interest income for the three-year holdback period. (2): Assumed Future Distribution of Holdback Cushion discounted by 3 years at the rate of foregone interest, approximated as Moody’s Seasoned Baa Corporate Bond Yield as of 06/30/23 of 5.75%. (3): Assumed Future Distribution of Holdback Cushion discounted by 3 years at the rate of foregone interest, approximated as Moody’s Seasoned AAA Corporate Bond Yield as of 06/30/23 of 4.65%. Source: Pacific management.

Cash Consideration as a Percentage of Net Cash at Close PROJECT PACIFIC Implied by Recent Financial Buyers’ Proposals Announcement Financial Cash Consideration Offer Date Company Buyer As a % of Net Cash at Close Accepted 07/13/23 Echo Lake Capital 75% TBD(1) 05/30/23 70% O 05/22/23 84% O 03/14/23 85% P 08/09/22 Shalom Auerbach 52% O 73% 75% 25th ercentile: 84% (1): Echo Lake’s previous offer to acquire Quince for $1.60 on 03/21/23 was unanimously rejected on 04/11/23. The cash component of the current offer represents a 115% premium to the previous offer. Note: Includes unsolicited offers from financial buyers for biopharma companies trading below net cash. Excludes unsolicited offers from >50% shareholders and for companies which total liabilities exceeded cash and cash equivalents at the time of the offer. Source: Company press releases and filings. Confidential 9

Exhibit (c)(3)

PROJECT PACIFIC STRATEGIC PROCESS UPDATE JUNE 12, 2023 SVb Securities Confidential

PROJECT PACIFIC (1):All private companies have withdrawn from the process. SUMMARY OF STRATEGIC ALTERNATIVES PROCESS AS OF JUNE 13, 2023 Following Pacific’s suspension of further clinical development of pomotrelvir, Pacific engaged SVB Securities to explore a range of strategic alternatives, including an acquisition, merger, business combination, or other transaction. SVB Securities, management and the Pacific Special Committee considered an initial list of 133 companies and five parties with potential interest in acquiring Pacific via a cash tender offer (“financial buyers”). This list included inbound interest from companies and financial buyers. Management and the Pacific Special Committee decided to include nine private companies and three potential financial buyers in the process, based on a determination of the potential merits of a transaction with such party. During the initial outreach process, SVB Securities was directed to contact these parties to determine the level of interest in a potential strategic transaction with Pacific. Of the contacted private companies, eight requested a process letter and eight submitted non-binding indications of interest (IOI). Two of the three contacted financial buyers submitted non-binding IOIs. Pacific Special Committee selected three private companies on which to begin further detailed due diligence, including inviting them to conduct a confidential management presentation. After additional diligence and analysis, the three private companies were provided feedback from the Pacific Special Committee that their proposals would need to include a return of capital to Pacific’s shareholders. Following additional feedback that the return of capital would need to be at least $100M, two of the private companies withdrew from the process. One private company withdrew from the process to pursue an alternative strategic transaction. Following feedback from the Pacific Special Committee on their initial IOIs, the two financial buyers submitted revised proposals between June 9 and June 10, 2023, and subsequently revised their proposals again on June 12, 2023. 9 / 3 8 / 2 CONSIDERED: CONTACTED: SUBMITTED IOI: 133 / 5 Companies / Financial Buyers Companies / Financial Buyers Companies / Financial Buyers CONDUCTED MGMT. PRESENTATIONS(1)(N=3) SUBMITTED REVISED PROPOSALS (N=2)1 Confidential

PROJECT PACIFIC XOMA CORPORATION’S OFFERS FOR PACIFICCURRENT    2ND OFFER 1ST OFFER Date of Offer June 12, 2023 June 9, 2023 May 30, 2023 Transaction Structure Cash tender offer “Back-end” merger to acquire any shares not tendered    Requested Response Date N/A Timing 3Q23 expected close Support Agreements Certain of PACIFIC’s key shareholders Treatment of Stock Options Terminated as of closing of “back-end” merger In-the-money options cashed out for intrinsic value Exclusivity 30 days 10-day extension if initial period lapses and parties remain in negotiations unless party provides 10-day written notice of non-renewal Cash Consideration as $ per Share $2.08 per share(1) $2.06 per share(1) $2.07 per share(2) Aggregate Consideration $128.5M cash(3)(PACIFIC net cash minus $12.5M, assuming PACIFIC net cash at close is $141M) $127M cash(4)(PACIFIC net cash minus $14M, assuming PACIFIC net cash at close is $141M) $127M cash(5)(assumes PACIFIC net cash at close is $141M) CVR for 80% of net proceeds from sale of PACIFIC’s assets    Excess net cash at close greater than $139M will be returned to existing PACIFIC shareholders CVR for 80% of the net proceeds from the sale of PACIFIC’s legacy assets, such as pomotrelvir, PBI-2158, the backup leads and the IP Cash Consideration as % of PACIFIC Net Cash 91%(6) 90%(6) 90%(7) Cash Consideration as a Premium to Closing Price as of 06/09/23(8) 11% 10% 11%    

PROJECT PACIFIC FORESITE CAPITAL’SOFFERS FOR PACIFICCURRENT 2ND OFFER 1ST OFFER Date of Offer     June 12, 2023 June 10, 2023 June 5, 2023 Transaction Structure Cash tender offer for outstanding shares not currently owned by FORESITE Requested Response Date N/A June 12, 2023, 5pm ET (2 days from offer date) June 8, 2023, 5pm ET (3 days from offer date) Timing N/A Support Agreements N/A Treatment of Stock Options N/A Exclusivity N/A Cash Consideration as $ per Share $2.09 per share $2.09 per share $1.93 per share Aggregate Consideration $129M cash(1)(PACIFIC net cash minus $12M, assuming PACIFIC net cash at close is $141M) CVR for 80% of the net proceeds payable from any license or disposition involving Pomotrelvirwithin five years of closing $129M cash(1)(PACIFIC net cash minus $12M, assuming PACIFIC net cash at close is $141M) CVR for 90% of the net proceeds payable from any license or disposition involving Pomotrelvirwithin one year of closing $119M cash(2)(assumes PACIFIC net cash at close is $141M) CVR for 80% of the net proceeds payable from any license or disposition involving Pomotrelvirwithin one year of closing Cash Consideration as % of PACIFIC Net Cash(3) 91% 91% 84% Cash Consideration as a Premium to Closing Price as of 06/09/23(4) 12% 12% 3%

Exhibit (f)

Section 262 of the General Corporation Law of the State of Delaware

§ 262 Appraisal rights

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger, consolidation, or conversion, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger, consolidation or conversion nor consented thereto in writing pursuant to §228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository; the words “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person; and the word “person” means any individual, corporation, partnership, unincorporated association or other entity.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent or converting corporation in a merger, consolidation or conversion to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264 or § 266 of this title (other than, in each case and solely with respect to a domesticated corporation, a merger, consolidation or conversion authorized pursuant to and in accordance with the provisions of § 388 of this title):

(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders, or at the record date fixed to determine the stockholders entitled to consent pursuant to § 228 of this title, to act upon the agreement of merger or consolidation or the resolution providing for conversion (or, in the case of a merger pursuant to § 251(h) of this title, as of immediately prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.

(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent or converting corporation if the holders thereof are required by the terms of an agreement of merger or consolidation, or by the terms of a resolution providing for conversion, pursuant to §251, § 252, § 254, § 255, § 256, § 257, § 258, § 263, §264 or § 266 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or of the converted entity if such entity is a corporation as a result of the conversion, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger, consolidation or conversion will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or

d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(4) [Repealed.]

(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation, the sale of all or substantially all of the assets of the corporation or a conversion effected pursuant to § 266 of this title. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger, consolidation or conversion for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with §255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations or the converting corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting corporation is a nonstock corporation, a copy of §114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and, § 114 of this title, if applicable) may be accessed without subscription or cost. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger, consolidation or conversion, a written demand for appraisal of such stockholder’s shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs

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the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger, consolidation or conversion shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger, consolidation or conversion, the surviving, resulting or converted entity shall notify each stockholder of each constituent or converting corporation who has complied with this subsection and has not voted in favor of or consented to the merger, consolidation or conversion, and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section, of the date that the merger, consolidation or conversion has become effective; or

(2) If the merger, consolidation or conversion was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent or converting corporation before the effective date of the merger, consolidation or conversion, or the surviving, resulting or converted entity within 10 days after such effective date, shall notify each stockholder of any class or series of stock of such constituent or converting corporation who is entitled to appraisal rights of the approval of the merger, consolidation or conversion and that appraisal rights are available for any or all shares of such class or series of stock of such constituent or converting corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and § 114 of this title, if applicable) may be accessed without subscription or cost. Such notice may, and, if given on or after the effective date of the merger, consolidation or conversion, shall, also notify such stockholders of the effective date of the merger, consolidation or conversion. Any stockholder entitled to appraisal rights may, within 20 days after the date of giving such notice or, in the case of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days after the date of giving such notice, demand in writing from the surviving or resulting entity the appraisal of such holder’s shares; provided that a demand may be delivered to such entity by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs such entity of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger, consolidation or conversion, either (i) each such constituent corporation or the converting corporation shall send a second notice before the effective date of the merger, consolidation or conversion notifying each of the holders of any class or series of stock of such constituent or converting corporation that are entitled to appraisal rights of the effective date of the merger, consolidation or conversion or (ii) the surviving, resulting or converted entity shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation or entity that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the

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facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation or the converting corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger, consolidation or conversion, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

(3) Notwithstanding subsection (a) of this section (but subject to this paragraph (d)(3)), a beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with either paragraph (d)(1) or (2) of this section, as applicable; provided that (i) such beneficial owner continuously owns such shares through the effective date of the merger, consolidation or conversion and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of this section and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the surviving, resulting or converted entity hereunder and to be set forth on the verified list required by subsection (f) of this section.

(e) Within 120 days after the effective date of the merger, consolidation or conversion, the surviving, resulting or converted entity, or any person who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger, consolidation or conversion, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation or conversion. Within 120 days after the effective date of the merger, consolidation or conversion, any person who has complied with the requirements of subsections (a) and (d) of this section hereof, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), shall be entitled to receive from the surviving, resulting or converted entity a statement setting forth the aggregate number of shares not voted in favor of the merger, consolidation or conversion (or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2) of this title), and, in either case, with respect to which demands for appraisal have been received and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand pursuant to paragraph (d)(3) of this section, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement shall be given to the person within 10 days after such person’s request for such a statement is received by the surviving, resulting or converted entity or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later.

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(f) Upon the filing of any such petition by any person other than the surviving, resulting or converted entity, service of a copy thereof shall be made upon such entity, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by such entity. If the petition shall be filed by the surviving, resulting or converted entity, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving, resulting or converted entity and to the persons shown on the list at the addresses therein stated. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving, resulting or converted entity.

(g) At the hearing on such petition, the Court shall determine the persons who have complied with this section and who have become entitled to appraisal rights. The Court may require the persons who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Court may dismiss the proceedings as to such person. If immediately before the merger, consolidation or conversion the shares of the class or series of stock of the constituent or converting corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger, consolidation or conversion for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.

(h) After the Court determines the persons entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, consolidation or conversion, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger, consolidation or conversion through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger, consolidation or conversion and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving, resulting or converted entity may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving, resulting or converted entity or by any person entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under this section.

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(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving, resulting or converted entity to the persons entitled thereto. Payment shall be so made to each such person upon such terms and conditions as the Court may order. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving, resulting or converted entity be an entity of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section who participated in the proceeding and incurred expenses in connection therewith, the Court may order all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal not dismissed pursuant to subsection (k) of this section or subject to such an award pursuant to a reservation of jurisdiction under subsection (k) of this section.

(k) From and after the effective date of the merger, consolidation or conversion, no person who has demanded appraisal rights with respect to some or all of such person’s shares as provided in subsection (d) of this section shall be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger, consolidation or conversion); provided, however, that if no petition for an appraisal is filed within the time provided in subsection (e) of this section, or if a person who has made a demand for an appraisal in accordance with this section shall deliver to the surviving, resulting or converted entity a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares in accordance with subsection (e) of this section, then the right of such person to an appraisal of the shares subject to the withdrawal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any person without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under subsection (j) of this section; provided, however that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation or conversion within 60 days after the effective date of the merger, consolidation or conversion, as set forth in subsection (e) of this section.

(l) The shares or other equity interests of the surviving, resulting or converted entity to which the shares of stock subject to appraisal under this section would have otherwise converted but for an appraisal demand made in accordance with this section shall have the status of authorized but not outstanding shares of stock or other equity interests of the surviving, resulting or converted entity, unless and until the person that has demanded appraisal is no longer entitled to appraisal pursuant to this section.

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Exhibit 107

Calculation of Filing Fee Tables

Schedule 13E-3

(Form Type)

Pardes Biosciences, Inc.

(Exact Name of Registrant and Name of Person Filing Statement)

Table 1 - Transaction Value

Table 2 - Fee Offset Claims and Sources