SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Applied Genetic Technologies Corporation

(Name of Subject Company)

Applied Genetic Technologies Corporation

(Name of Person(s) Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

03820J 100

(CUSIP Number of Common Stock)

Susan B. Washer

President and Chief Executive Officer

Applied Genetic Technologies Corporation

14193 NW 119^th Terrace, Suite 10

Alachua, Florida 32615

(386) 462-2204

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person(s) Filing Statement)

With copies to:

Stacie S. Aarestad Ryan M. Rourke Reed Foley Hoag LLP 155 Seaport Boulevard Boston, MA 02110 (617) 832-1000 Hope R. D’Oyley-Gay General Counsel Applied Genetic Technologies Corporation One Kendall Square, 1400W, Suite 14102 Cambridge, MA 02139 (617) 843-5728

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No.1”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 26, 2022, by Applied Genetic Technologies Corporation (the “Company”), a Delaware corporation (together with the exhibits thereto and as it may be amended or supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the cash tender offer (the “Offer”) by Alliance Acquisition Sub Inc., a Delaware corporation (the “Purchaser”), a wholly-owned subsidiary of Alliance Holdco Limited, a private limited company organized under the laws of England and Wales (“Parent”), to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company. The Offer is disclosed in the Tender Offer Statement on Schedule TO, as amended or supplemented from time to time, filed by Parent and Purchaser with the SEC on October 26, 2022, and is made upon the terms and subject to the conditions set forth in the related offer to purchase (as it may be amended and supplemented from time to time, the “Offer to Purchase”) and the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”). The Offer to Purchase and a form of the Letter of Transmittal were filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-9, respectively.

Capitalized terms used but not otherwise defined in this Amendment No. 1 have the meanings given to them in the Schedule 14D-9. The information in the Schedule 14D-9 is incorporated by reference into this Amendment No. 1, except that such information is amended and supplemented to the extent specifically provided in this Amendment No.1.

Item 8. Additional Information

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following immediately prior to the section captioned “Forward-Looking Statements”:

On November 3, 2022, the Company distributed a Questions and Answers communication sheet (“Q&A”) to its clinical trial participants. A copy of the Q&A is filed as Exhibit (a)(18) to this Schedule 14D-9 and is incorporated herein by reference.

On November 3, 2022, the Company distributed a letter from Susan B. Washer, the Company’s President and Chief Executive Officer, to the Company’s stockholders. A copy of the letter is filed as Exhibit (a)(19) to this Schedule 14D-9 and is incorporated herein by reference.

On November 3, 2022, the Company issued a press release entitled “Applied Genetic Technologies Corporation Reminds Shareholders to Tender Their Shares by November 28, 2022.” A copy of the press release is filed as Exhibit (a)(20) to this Schedule 14D-9 and is incorporated herein by reference.

On November 3, 2022, the Company made Facebook, LinkedIn and Twitter posts urging stockholders to participate in the Offer and linking to the letter from Susan B. Washer. Copies of the posts are filed here as Exhibits (a)(21), (a)(22) and (a)(23), respectively and are incorporated herein by reference.

1

Item 9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:

Exhibit Number	Description
(a)(18)*	Questions and Answers distributed by the Company to clinical trial participants on November 3, 2022.
(a)(19)*	Letter to stockholders of the Company, dated November 3, 2022, from Susan B. Washer, President, Chief Executive Officer and a Director of the Company.
(a)(20)*	Press release issued by the Company, dated November 3, 2022.
(a)(21)*	Facebook Post linking to letter from Susan B. Washer, dated November 3, 2022.
(a)(22)*	LinkedIn Post linking to letter from Susan B. Washer, dated November 3, 2022.
(a)(23)*	Twitter Post linking to letter from Susan B. Washer, dated November 3, 2022.

* Filed herewith

2

SIGNATURE

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.

Date: November 3, 2022	APPLIED GENETIC TECHNOLOGIES CORPORATION
	By:	/s/ Susan B. Washer
	Name:	Susan B. Washer
	Title:	President and Chief Executive Officer

3

EX-99.(A)(18)

Exhibit (a)(18)

Communication with Clinicians, Surgeons, DSMB Members, KOLs and Patients

1. What was announced?

Syncona Limited (“Syncona”) and Applied Genetic Technologies Corporation (“AGTC”) announced that they entered into a definitive agreement pursuant to which a newly established portfolio company of Syncona has commenced a tender offer to acquire all of the outstanding shares of AGTC common stock. The transaction is currently anticipated to close in four to six weeks, subject to a majority of the outstanding shares of AGTC common stock being tendered (i.e., sold) to Syncona, and the satisfaction of other closing conditions.

2. Who is Syncona and why did the Board approve the agreement to be acquired by Syncona?

Syncona’s purpose is to invest to extend and enhance human life. It does this by founding and building companies to deliver transformational treatments to patients in areas of high unmet need. It focuses on developing treatments for patients by working in close partnership with world-class academic founders, patient groups, and management teams.

We see their commitment to developing transformative medicines. They have three other gene therapy companies in their portfolio and have been involved in two other successful ophthalmology AAV gene therapy companies. They have a strong commitment to the space.

3. What happens next?

A portfolio company of Syncona has announced a tender offer to acquire all outstanding shares of AGTC common stock and AGTC’s Board of Directors recommended that AGTC stockholders tender their shares in the tender offer. If a majority of the outstanding shares of AGTC common stock are tendered and all other conditions to closing the transaction are met, Syncona will acquire all outstanding shares of AGTC common stock, and thereafter the portfolio company of Syncona will merge with and into AGTC, resulting in AGTC becoming a portfolio company of Syncona.

4. What does this mean for AGTC?

AGTC will become a private company. This means that AGTC will no longer be subject to the reporting requirements of the Securities and Exchange Commission (“SEC”) nor be traded on Nasdaq Global Market.

5. What will change because of this transaction?

In four to six weeks AGTC, will be acquired by the portfolio company of Syncona and AGTC will become a portfolio company of Syncona, and this new business will make strategic determinations about AGTC’s programs. Between the signing and closing of the transaction, AGTC and Syncona will remain separate, independent companies, and so we do not plan any changes to AGTC’s organizational structure prior to closing that would affect any of our clinical trials or research programs.

6. Will I be working with the same team of people?

Prior to closing of the transaction, AGTC and Syncona will continue to operate as separate, independent entities, and, until closing, it is business as usual for both companies. After the closing, AGTC will become a wholly owned portfolio company of Syncona; however, AGTC’s legal/corporate structure will remain intact, removing any need to assign agreements, such as clinical contracts, to a new entity. Such agreements would continue in accordance with their terms, as well as liability insurance coverage currently in place. However, as with any merger, there could be future impacts on operations (including the renegotiation of some contracts), programs, and people; additional information will be provided after the transaction closes.

7. Are there any immediate changes to the current trials, patient dosing or upcoming milestones?

No. We are committed to maintaining our momentum on our programs. Importantly, the XLRP program remains our top priority. We are committed to operating in the ordinary course until the transaction closing.

8. Will the name of the company change?

Yes. It is expected that the name of the company will change post-closing. However, Syncona has not yet determined a trade name for that entity.

9. What happens to my AGTC stock?

If the tender conditions are satisfied and the merger closes each share will entitle the holder to receive (i) $0.34 in cash, without interest, plus (ii) one contingent value right (CVR), which shall represent the right to receive potential milestone payments pursuant to the CVR Agreement.

10. Is there anything I need to do now in preparation for the close of the transaction related to any shares I own? Do I need to register them anywhere?

Details concerning the transaction, including who is entitled to receive transaction consideration and how to obtain transaction consideration, are provided in the tender offer documents filed by Syncona and AGTC with the SEC regarding the transaction. If you own stock in AGTC you will receive a communication from Georgeson LLC, the information agent for the tender offer, and likely your brokerage firm. If you have questions as to how to tender your shares, we recommend you contact Georgeson at 800-279-6913.

11. Are there any closing conditions? What are the risks that the deal won’t close? What happens if the deal does not close?

The proposed transaction is subject to certain closing conditions, including that at least a majority of the outstanding shares of AGTC common stock are tendered and the satisfaction of other customary closing conditions. Syncona and AGTC have filed materials with the SEC that provide additional information on the proposed transaction. If closing conditions are not met, at the time of that determination, information about next steps will be publicly released.

12. What should I do if I am contacted by the media, the financial community, or other third parties about the transaction?

Should you be contacted, we would request that you please refer such inquiries to Hope D’Oyley-Gay, General Counsel.

13. Who do I ask if I have other questions about the transaction or current operations (except for clinical/patient care)?

Please direct all questions to Sue Washer, AGTC’s Chief Executive Officer. Clinical patient care questions should continue to be directed per the clinical protocol.

Forward-Looking Statements

This communication contains forward-looking statements. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will be” and similar expressions. These forward-looking statements include, without limitation, statements related to the anticipated consummation of the acquisition of the Company and the timing and benefits thereof, the anticipated contingent value right payments, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual

results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the parties’ ability to complete the transaction on the proposed terms and schedule; whether the tender offer conditions will be satisfied; whether sufficient stockholders of the Company tender their shares in the transaction; the outcome of legal proceedings that may be instituted against the Company and/or others relating to the transaction; the failure (or delay) to receive the required regulatory approvals relating to the transaction; the possibility that competing offers will be made; risks relating to product development and commercialization and demand for AGTC’s products (and, as such, uncertainty that the milestones for the contingent value right payments may not be achieved); and other risks related to Company’s business detailed from time-to-time under the caption “Risk Factors” and elsewhere in Company’s SEC filings and reports, including their respective Annual Reports on Form 10-K for the year ended June 30, 2022 and subsequent quarterly and current reports filed with the SEC. Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events or changes in their expectations, except as required by law.

Additional Information and Where to Find It

A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, have been filed with the SEC by subsidiaries of Syncona Limited, and a Solicitation / Recommendation Statement on Schedule 14D-9 has been filed with the SEC by the Company. The offer to purchase shares of Company common stock is being made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION / RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON STOCK, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, Information Agent for the Offer, toll-free at (800) 279-6913. Investors may also obtain, at no charge, the documents filed or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.AGTC.com.

EX-99.(A)(19)

Exhibit (a)(19)

To Our Valued Stockholders:

On October 23, 2022, we announced that AGTC entered into a definitive agreement, pursuant to which a portfolio company of Syncona Limited has commenced a tender offer to purchase all of the outstanding shares of common stock of AGTC. Syncona is a leading, well-financed healthcare company focused on founding, building, and funding global leaders in life science, with a successful track record in building ophthalmology gene therapy businesses.

Upon closing, each stockholder will receive $0.34 per share in cash and a right to receive additional cash payments of up to a maximum of $0.73 per share based on the achievement of certain milestones. The total potential payment represents a premium of up to approximately 344% over the closing share price immediately prior to the transaction announcement and a premium of approximately 268% over the 30-day volume weighted average closing price per share of AGTC’s common stock.

I am writing today urging you to tender your shares of AGTC common stock in the tender offer. Our board of directors unanimously voted in favor of this acquisition and unanimously recommends that all AGTC stockholders tender their shares. The board believes the transaction represents an attractive offer that is in the best interests of AGTC’s stockholders.

Should the majority of outstanding shares not be tendered, the Company will have no alternative but to pursue bankruptcy with no certainty of value for stockholders. Our management team and board aggressively pursued alternative opportunities. However, after considering our limited financial resources and the current state of the equity and other funding markets, our board determined that this transaction would maximize stockholder value and enable the continued advancement of our XLRP clinical program, with the potential for additional cash payments to stockholders if the defined milestones are met. We believe this deal delivers the best value to our stockholders.

You should have recently received materials relating to the tender offer (by mail or electronic delivery), including (i) a copy of AGTC’s Solicitation/Recommendation Statement on Schedule 14D-9, (ii) Syncona’s offer to purchase, dated October 26, 2022, which sets forth the terms and conditions of the tender offer, and (iii) instructions as to how to tender your shares of AGTC common stock in the tender offer. We urge you to read these materials carefully. The tender offer is currently scheduled to expire at 5:00 p.m. Eastern Time on Monday, November 28, 2022.

If you did not receive or cannot locate the materials referenced above, please contact Georgeson LLC, the information agent for the transaction, at (800) 279-6913. You may also review the materials at our website at https://ir.agtc.com/financial-information/sec-filings.

On behalf of everyone at AGTC, I thank you for your support of our efforts to date to improve the lives of patients living with inherited retinal diseases.

Sincerely,

Sue Washer

President and Chief Executive Officer, Applied Genetic Technologies Corporation

November 3, 2022

Forward-Looking Statements

This communication contains forward-looking statements. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will be” and similar expressions. These forward-looking statements include, without limitation, statements related to the anticipated consummation of the acquisition of the Company and the timing and benefits thereof, the anticipated contingent value right payments, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the parties’ ability to complete the transaction on the proposed terms and schedule; whether the tender offer conditions will be satisfied; whether sufficient stockholders of the Company tender their shares in the transaction; the outcome of legal proceedings that may be instituted against the Company and/or others relating to the transaction; the failure (or delay) to receive the required regulatory approvals relating to the transaction; the possibility that competing offers will be made; risks relating to product development and commercialization and demand for AGTC’s products (and, as such, uncertainty that the milestones for the contingent value right payments may not be achieved); and other risks related to Company’s business detailed from time-to-time under the caption “Risk Factors” and elsewhere in Company’s SEC filings and reports, including their respective Annual Reports on Form 10-K for the year ended June 30, 2022 and subsequent quarterly and current reports filed with the SEC. Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events or changes in their expectations, except as required by law.

Additional Information and Where to Find It

A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, have been filed with the SEC by subsidiaries of Syncona Limited, and a Solicitation / Recommendation Statement on Schedule 14D-9 has been filed with the SEC by the Company. The offer to purchase shares of Company common stock is being made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION / RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON STOCK, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, Information Agent for the Offer, toll-free at (800) 279-6913. Investors may also obtain, at no charge, the documents filed or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.AGTC.com.

EX-99.(A)(20)

Exhibit (a)(20)

Applied Genetic Technologies Corporation Reminds Shareholders to Tender Their Shares by November 28, 2022

GAINESVILLE, Florida and CAMBRIDGE, Massachusetts, November 3, 2022 – Applied Genetic Technologies Corporation (Nasdaq: AGTC), President and Chief Executive Officer, Sue Washer, sent the following letter to shareholders:

On October 23, 2022, we announced that AGTC entered into a definitive agreement, pursuant to which a portfolio company of Syncona Limited has commenced a tender offer to purchase all of the outstanding shares of common stock of AGTC. Syncona is a leading, well-financed healthcare company focused on founding, building, and funding global leaders in life science, with a successful track record in building ophthalmology gene therapy businesses.

Upon closing, each stockholder will receive $0.34 per share in cash and a right to receive additional cash payments of up to a maximum of $0.73 per share based on the achievement of certain milestones. The total potential payment represents a premium of up to approximately 344% over the closing share price immediately prior to the transaction announcement and a premium of approximately 268% over the 30-day volume weighted average closing price per share of AGTC’s common stock.

I am writing today urging you to tender your shares of AGTC common stock in the tender offer. Our board of directors unanimously voted in favor of this acquisition and unanimously recommends that all AGTC stockholders tender their shares. The board believes the transaction represents an attractive offer that is in the best interests of AGTC’s stockholders.

Should the majority of outstanding shares not be tendered, the Company will have no alternative but to pursue bankruptcy with no certainty of value for stockholders. Our management team and board aggressively pursued alternative opportunities. However, after considering our limited financial resources and the current state of the equity and other funding markets, our board determined that this transaction would maximize stockholder value and enable the continued advancement of our XLRP clinical program, with the potential for additional cash payments to stockholders if the defined milestones are met. We believe this deal delivers the best value to our stockholders.

You should have recently received materials relating to the tender offer (by mail or electronic delivery), including (i) a copy of AGTC’s Solicitation/Recommendation Statement on Schedule 14D-9, (ii) Syncona’s offer to purchase, dated October 26, 2022, which sets forth the terms and conditions of the tender offer, and (iii) instructions as to how to tender your shares of AGTC common stock in the tender offer. We urge you to read these materials carefully. The tender offer is currently scheduled to expire at 5:00 p.m. Eastern Time on Monday, November 28, 2022.

If you did not receive or cannot locate the materials referenced above, please contact Georgeson LLC, the information agent for the transaction, at (800) 279-6913. You may also review the materials at our website at https://ir.agtc.com/financial-information/sec-filings.

On behalf of everyone at AGTC, I thank you for your support of our efforts to date to improve the lives of patients living with inherited retinal diseases.

Sincerely,

Sue Washer

President and Chief Executive Officer, Applied Genetic Technologies Corporation

November 3, 2022

About AGTC

AGTC is a clinical-stage biotechnology company developing genetic therapies for people with rare and debilitating ophthalmic, otologic and central nervous system (CNS) diseases. AGTC is designing and constructing critical gene therapy elements and bringing them together to develop customized therapies with the potential to address unmet patient needs. AGTC’s most advanced clinical programs in XLRP and ACHM CNGB3 leverage its technology platform to potentially improve vision for patients with inherited retinal diseases. Its preclinical programs build on AGTC’s AAV manufacturing technology and scientific expertise. AGTC is advancing multiple pipeline candidates to address substantial unmet clinical needs in optogenetics, otology and CNS disorders, and has entered into strategic collaborations with companies including Bionic Sight, Inc., an innovator in the emerging field of optogenetics and retinal coding, and Otonomy, Inc., a biopharmaceutical company dedicated to the development of innovative therapeutics for neurotology.

Additional Information and Where to Find It

A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, have been filed with the SEC by subsidiaries of Syncona Limited, and a Solicitation / Recommendation Statement on Schedule 14D-9 has been filed with the SEC by the Company. The offer to purchase shares of Company common stock is being made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION / RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON STOCK, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, Information Agent for the Offer, toll-free at (800) 279-6913. Investors may also obtain, at no charge, the documents filed or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.AGTC.com.

Forward-looking Statements

This communication contains forward-looking statements. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will be” and similar expressions. These forward-looking statements include, without limitation, statements related to the anticipated consummation of the acquisition of the Company and the timing and benefits thereof, the anticipated contingent value right payments, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the parties’ ability to complete the transaction on the proposed terms and schedule; whether the tender offer conditions will be satisfied; whether sufficient stockholders of the Company tender their shares in the transaction; the outcome of legal proceedings that may be instituted against the Company and/or others relating to the transaction; the failure (or delay) to receive the required regulatory approvals relating to the transaction; the possibility that competing offers will be made; risks relating to product development and commercialization and demand for AGTC’s products (and, as such, uncertainty that the milestones for the contingent value right payments may not be achieved); and other risks related to Company’s business detailed from time-to-time under the caption “Risk Factors” and elsewhere in Company’s SEC filings and reports, including their respective Annual Reports on Form 10-K for the year ended June 30, 2022 and subsequent quarterly and current reports filed with the SEC. Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events or changes in their expectations, except as required by law.

Applied Genetic Technologies Corporation Contacts:

IR Contact:

David Carey

Lazar FINN Partners

T: (212) 867-1768

david.carey@finnpartners.com

Corporate Contact:

Jonathan Lieber

Chief Financial Officer

Applied Genetic Technologies Corporation

T: (617) 843-5778

jlieber@agtc.com

EX-99.(A)(21)

Exhibit (a)(21)

On November 3, 2022, Applied Genetics Technologies Corporation (the “Company”) made the following announcement via Facebook regarding the cash tender offer (the “Offer”) by Alliance Acquisition Sub, Inc. (the “Purchaser”), a Delaware Corporation and wholly-owned subsidiary of Alliance Holdco Limited (the “Parent”), a private limited company organized under the laws of England and Wales, to acquire all of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company, a Delaware corporation, that commenced pursuant to the Agreement and Plan of Merger, dated as of October 23, 2022, by and among the Purchaser, Parent and the Company (the “Merger Agreement”). The Offer is scheduled to expire on November 28, 2022.

Forward-Looking Statements

This communication contains forward-looking statements. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will be” and similar expressions. These forward-looking statements include, without limitation, statements related to the anticipated consummation of the acquisition of the Company and the timing and benefits thereof, the anticipated contingent value right payments, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the parties’ ability to complete the transaction on the proposed terms and schedule; whether the tender offer conditions will be satisfied; whether sufficient stockholders of the Company tender their shares in the transaction; the outcome of legal proceedings that may be instituted against the Company and/or others relating to the transaction; the failure (or delay) to receive the required regulatory approvals relating to the transaction; the possibility that competing offers will be made; risks relating to product development and commercialization and demand for AGTC’s products (and, as such, uncertainty that the milestones for the contingent value right payments may not be achieved); and other risks related to Company’s business detailed from time-to-time under the caption “Risk Factors” and elsewhere in Company’s SEC filings and reports, including their respective Annual Reports on Form 10-K for the year ended June 30, 2022 and subsequent quarterly and current reports filed with the SEC. Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events or changes in their expectations, except as required by law.

Additional Information and Where to Find It

A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, have been filed with the SEC by subsidiaries of Syncona Limited, and a Solicitation / Recommendation Statement on Schedule 14D-9 has been filed with the SEC by the Company. The offer to purchase shares of Company common stock is being made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION / RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON STOCK, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, Information Agent for the Offer, toll-free at (800) 279-6913. Investors may also obtain, at no charge, the documents filed or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.AGTC.com.

EX-99.(A)(22)

Exhibit (a)(22)

On November 3, 2022, Applied Genetics Technologies Corporation (the “Company”) made the following announcement via LinkedIn regarding the cash tender offer (the “Offer”) by Alliance Acquisition Sub, Inc. (the “Purchaser”), a Delaware Corporation and wholly-owned subsidiary of Alliance Holdco Limited (the “Parent”), a private limited company organized under the laws of England and Wales, to acquire all of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company, a Delaware corporation, that commenced pursuant to the Agreement and Plan of Merger, dated as of October 23, 2022, by and among the Purchaser, Parent and the Company (the “Merger Agreement”). The Offer is scheduled to expire on November 28, 2022.

Forward-Looking Statements

This communication contains forward-looking statements. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will be” and similar expressions. These forward-looking statements include, without limitation, statements related to the anticipated consummation of the acquisition of the Company and the timing and benefits thereof, the anticipated contingent value right payments, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the parties’ ability to complete the transaction on the proposed terms and schedule; whether the tender offer conditions will be satisfied; whether sufficient stockholders of the Company tender their shares in the transaction; the outcome of legal proceedings that may be instituted against the Company and/or others relating to the transaction; the failure (or delay) to receive the required regulatory approvals relating to the transaction; the possibility that competing offers will be made; risks relating to product development and commercialization and demand for AGTC’s

products (and, as such, uncertainty that the milestones for the contingent value right payments may not be achieved); and other risks related to Company’s business detailed from time-to-time under the caption “Risk Factors” and elsewhere in Company’s SEC filings and reports, including their respective Annual Reports on Form 10-K for the year ended June 30, 2022 and subsequent quarterly and current reports filed with the SEC. Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events or changes in their expectations, except as required by law.

Additional Information and Where to Find It

A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, have been filed with the SEC by subsidiaries of Syncona Limited, and a Solicitation / Recommendation Statement on Schedule 14D-9 has been filed with the SEC by the Company. The offer to purchase shares of Company common stock is being made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION / RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON STOCK, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, Information Agent for the Offer, toll-free at (800) 279-6913. Investors may also obtain, at no charge, the documents filed or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.AGTC.com.

EX-99.(A)(23)

Exhibit (a)(23)

On November 3, 2022, Applied Genetics Technologies Corporation (the “Company”) made the following announcement via Twitter regarding the cash tender offer (the “Offer”) by Alliance Acquisition Sub, Inc. (the “Purchaser”), a Delaware Corporation and wholly-owned subsidiary of Alliance Holdco Limited (the “Parent”), a private limited company organized under the laws of England and Wales, to acquire all of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company, a Delaware corporation, that commenced pursuant to the Agreement and Plan of Merger, dated as of October 23, 2022, by and among the Purchaser, Parent and the Company (the “Merger Agreement”). The Offer is scheduled to expire on November 28, 2022.

Forward-Looking Statements

This communication contains forward-looking statements. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will be” and similar expressions. These forward-looking statements include, without limitation, statements related to the anticipated consummation of the acquisition of the Company and the timing and benefits thereof, the anticipated contingent value right payments, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the parties’ ability to complete the transaction on the proposed terms and schedule; whether the tender offer conditions will be satisfied; whether sufficient stockholders of the Company tender their shares in the transaction; the outcome of legal proceedings that may be instituted against the Company and/or others relating to the transaction; the failure (or delay) to receive the required regulatory approvals relating to the transaction; the possibility that competing offers will be made; risks relating to product development and commercialization and demand for AGTC’s products (and, as such, uncertainty that the milestones for the contingent value right payments may not be achieved); and other risks related to Company’s business detailed from time-to-time under the caption “Risk

Factors” and elsewhere in Company’s SEC filings and reports, including their respective Annual Reports on Form 10-K for the year ended June 30, 2022 and subsequent quarterly and current reports filed with the SEC. Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events or changes in their expectations, except as required by law.

Additional Information and Where to Find It

A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, have been filed with the SEC by subsidiaries of Syncona Limited, and a Solicitation / Recommendation Statement on Schedule 14D-9 has been filed with the SEC by the Company. The offer to purchase shares of Company common stock is being made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION / RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR COMMON STOCK, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, Information Agent for the Offer, toll-free at (800) 279-6913. Investors may also obtain, at no charge, the documents filed or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.AGTC.com.