On November 22, 2023, the board of directors (the Board) of Theseus Pharmaceuticals, Inc. (NASDAQ: THRX) (Theseus or the Company) received an unsolicited joint letter from funds and persons affiliated with Foresite Capital, LLC (collectively, Foresite) and funds and persons affiliated with OrbiMed Advisors LLC (collectively, OrbiMed), in which Foresite and OrbiMed indicated their intent to explore and evaluate a potential acquisition of all of the outstanding shares of common stock of the Company not already owned by Foresite or OrbiMed in a going-private transaction.

On November 24, 2023, the Board also received an unsolicited proposal from Tang Capital Partners, LP on behalf of Concentra Biosciences LLC to acquire all outstanding shares of common stock of Theseus for $3.80 per share in cash, plus a contingent value right representing the right to receive 80% of the net proceeds payable from any license or disposition of Theseus’ programs.

Theseus’ Board and management team regularly review opportunities to maximize stockholder value and are committed to acting in the best interests of all stockholders.

Consistent with its fiduciary duties, Theseus’ Board, in consultation with its independent financial and legal advisors, will carefully review and evaluate the expression of interest from Foresite and OrbiMed and the proposal from Concentra Biosciences LLC.

Theseus’ stockholders are advised to take no action at this time.