On December 15, 2020, Prevail Therapeutics Inc. entered into an Agreement and Plan of Merger (the Merger Agreement) with Eli Lilly and Company, an Indiana corporation (Parent), and Parent’s wholly-owned subsidiary, Tyto Acquisition Corporation, a Delaware corporation (Purchaser). In accordance with the Merger Agreement, at the effective time of the Merger, each of Timothy Adams, William H. Carson, Carl Gordon, Francois Nader, Ran Nussbaum, Morgan Sheng, Peter Thompson and Asa Abeliovich resigned from the board of directors of the Company (the Company Board). These resignations were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies, or practices.