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. 2)

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. 2 (“Amendment No.2”) 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. 2 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. 2, except that such information is amended and supplemented to the extent specifically provided in this Amendment No.2.

Item 8. Additional Information

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by:

1. Adding the subsection “Legal Proceedings Related to the Offer and the Merger” immediately prior to the section captioned “Annual and Quarterly Reports”:

“Legal Proceedings Related to the Offer and the Merger

In connection with the Offer and the related Transactions, four complaints have been filed by purported stockholders of the Company alleging that the Schedule 14D-9 contains omissions and misrepresentations that render it materially deficient and misleading. On November 2, 2022, Pavanello Simona, filed a complaint against the Company and the Board in the United States District Court in the Southern District of New York, captioned Pavanello Simona v. Applied Genetic Technologies Corporation, et al., Case No. 1:22-cv-09402; on November 8, 2022, Eric Sabatini, filed a complaint against the Company and the Board in the United States District Court in the Southern District of New York, captioned Eric Sabatini v. Applied Genetic Technologies Corporation, et al., Case No. 1:22-cv-09529; on November 8, 2022, Patrick Plumley, filed a complaint against the Company and the Board in the United States District Court in the District of Delaware, captioned Patrick Plumley v. Applied Genetic Technologies Corporation, et al., Case No. 1:22-cv-01470-UNA; and on November 10, 2022, Sholom Keller, filed a complaint against the Company and the Board in the United States District Court in the Southern District of New York, captioned Sholom Keller v. Applied Genetic Technologies Corporation, et al., Case No. 1:22-cv-09615.

Specifically, the four complaints filed in the above-referenced actions allege, among other things, that the Company and the Board violated Sections 14(d), 14(e), and 20(a) of the Exchange Act and Rule 14d-9 promulgated thereunder. As relief, the complaints seek, among other things, (i) to enjoin the Company from consummating the proposed Transaction, (ii) to enjoin the Company from filing an amendment to the Schedule 14D-9 unless certain information, as requested in the complaints, are included in such amendment, (iii) in the event the Transaction is consummated, to rescind it, or award rescissory damages, (iv) to declare that the Company and the Board violated Sections 14(a) and/or 20(a) of the Exchange Act, (v) an award of costs and expenses related to the actions, and (vi) other relief as the Courts may deem just and proper. The Company and the Board believe that the complaints lacks merit.

1

As of November 14, 2022, the Company had also received five stockholder demand letters, which generally seek to include certain alleged omitted information in the Schedule 14D-9. The Company believes that the allegations and claims asserted in the demand letters are without merit.”

Additional lawsuits arising out of or relating to the tender offer may be filed in the future. If additional similar complaints are filed, absent new or different allegations that are material, the Company, Parent, Purchaser, Syncona Portfolio and Syncona Investment will not necessarily announce such additional filings.”

2. Adding the following immediately prior to the section captioned “Forward-Looking Statements”:

“On November 14, 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)(24) to this Schedule 14D-9 and is incorporated herein by reference.

On November 14, 2022, the Company issued a press release entitled “Applied Genetic Technologies Corporation Urges Shareholders to Tender Their Shares by November 28, 2022.” A copy of the press release is filed as Exhibit (a)(25) to this Schedule 14D-9 and is incorporated herein by reference.

On November 14, 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)(26), (a)(27) and (a)(28), respectively and are incorporated herein by reference.”

Item 9. Exhibits.

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

Exhibit Number	Description
(a)(24)*	Letter to stockholders of the Company, dated November 14, 2022, from Susan B. Washer, President, Chief Executive Officer and a Director of the Company.
(a)(25)*	Press Release issued by the Company, dated November 14, 2022.
(a)(26)*	Facebook Post linking to letter from Susan B. Washer, dated November 14, 2022.
(a)(27)*	LinkedIn Post linking to letter from Susan B. Washer, dated November 14, 2022.
(a)(28)*	Twitter Post linking to letter from Susan B. Washer, dated November 14, 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 14, 2022	APPLIED GENETIC TECHNOLOGIES CORPORATION
	By:	/s/ Susan B. Washer
	Name:	Susan B. Washer
	Title:	President and Chief Executive Officer

3

EX-99.(A)(24)

Exhibit (a)(24)

***ACTION REQUIRED REGARDING YOUR AGTC STOCK***

Dear AGTC Stockholder:

A Syncona Limited portfolio company has commenced a tender offer to purchase all outstanding shares of AGTC common stock at a price per share of $0.34 in cash plus the right for AGTC stockholders to receive additional aggregate payments of up to $0.73 per share upon the achievement of specified milestones.

We urge you to tender your shares in the offer.

In order to tender, please contact your bank or broker, or follow the instructions that you previously received by mail or email from your bank or broker. You should act prior to the deadline specified by your bank or broker but, in any case, before the tender offer expires on November 28, 2022, at 5:00 p.m. Eastern Time.

Your bank or broker will not tender your AGTC shares

unless you instruct them to do so.

AGTC’s Board of Directors has unanimously approved the transaction and recommends that stockholders accept the offer and tender their shares in the offer. AGTC’s Board of Directors believes the transaction represents an attractive offer that is in the best interests of AGTC’s stockholders.

Should the majority of outstanding AGTC shares not be tendered, AGTC’s Board of Directors believes that AGTC will have no alternative but to pursue bankruptcy with no certainty of value for stockholders. It is therefore important that you tender your shares in the offer.

If you have any questions about the offer, please contact your bank or brokerage firm. You may also contact Georgeson LLC, the Information Agent for the offer, at (800) 279-6913.

Sue Washer, President and Chief Executive Officer

Applied Genetic Technologies Corporation

November 14, 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 AGTC 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 AGTC’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 AGTC tender their shares in the transaction; the outcome of legal proceedings that may be instituted against AGTC and/or others 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 AGTC’s business detailed from time-to-time under the caption “Risk Factors” and elsewhere in AGTC’s SEC filings and reports, including AGTC’s Annual Report on Form 10-K for the year ended June 30, 2022 and subsequent quarterly and current reports filed with the SEC. AGTC does not undertake any duty or obligation to update any forward-looking statements contained in this communication as a result of new information, future events or changes in its 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 AGTC. The offer to purchase shares of AGTC 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 tender offer, toll-free at (800) 279-6913. Investors may also obtain, at no charge, the documents filed or furnished to the SEC by AGTC under the “Investors” section of AGTC’s website at www.AGTC.com.

EX-99.(A)(25)

Exhibit (a)(25)

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

GAINESVILLE, Florida and CAMBRIDGE, Massachusetts, November 14, 2022 – Applied Genetic Technologies Corporation (Nasdaq: AGTC), President and Chief Executive Officer, Sue Washer, sent the following letter to stockholders:

A Syncona Limited portfolio company has commenced a tender offer to purchase all outstanding shares of AGTC common stock at a price per share of $0.34 in cash plus the right for AGTC stockholders to receive additional aggregate payments of up to $0.73 per share upon the achievement of specified milestones.

We urge you to tender your shares in the offer.

In order to tender, please contact your bank or broker, or follow the instructions that you previously received

by mail or email from your bank or broker. You should act prior to the deadline specified by your bank or broker

but, in any case, before the tender offer expires on November 28, 2022, at 5:00 p.m. Eastern Time.

Your bank or broker will not tender your AGTC shares

unless you instruct them to do so.

AGTC’s Board of Directors has unanimously approved the transaction and recommends that stockholders accept the offer and tender their shares in the offer. AGTC’s Board of Directors believes the transaction represents an attractive offer that is in the best interests of AGTC’s stockholders.

Should the majority of outstanding AGTC shares not be tendered, AGTC’s Board of Directors believes that AGTC will have no alternative but to pursue bankruptcy with no certainty of value for stockholders. It is therefore important that you tender your shares in the offer.

If you have any questions about the offer, please contact your bank or brokerage firm. You may also contact Georgeson LLC, the Information Agent for the offer, at (800) 279-6913.

Sue Washer, President and Chief Executive Officer

Applied Genetic Technologies Corporation

November 14, 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 the Company’s business detailed from time-to-time under the caption “Risk Factors” and elsewhere in the Company’s SEC filings and reports, including its Annual Report on Form 10-K for the year ended June 30, 2022 and subsequent quarterly and current reports filed with the SEC. The Company undertakes no duty or obligation to update any forward-looking statements contained in this communication as a result of new information, future events or changes in its 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)(26)

Exhibit (a)(26)

On November 14, 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)(27)

Exhibit (a)(27)

On November 14, 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)(28)

Exhibit (a)(28)

On November 14, 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.