According to the Complaint, Morphic is a biopharmaceutical company that discovers and develops oral small-molecule therapeutics for the treatment of autoimmune, cardiovascular, and metabolic diseases, as well as fibrosis and cancer. Its lead product candidate, MORF-057, is in Phase 2 clinical trials for the treatment of inflammatory bowel disease. On July 19, 2024, Defendants filed a Schedule 14D-9 Solicitation/Recommendation Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Recommendation Statement omits material information with respect to the Proposed Transaction, which renders the Recommendation Statement false and misleading.