Exhibit (a)(1)(D)
Offer to Purchase
All Outstanding Shares of Common Stock
of
THESEUS PHARMACEUTICALS, INC.
at
A Cash Amount per Share between $3.90 and $4.05, Consisting of a Base Price Per Share of $3.90 and
an Additional Price Per Share of up to $0.15, Plus One Non-Transferable Contractual Contingent Value Right for Each Share (“CVR”), Which Represents the Right to Receive One or More Potential Cash Payments, Contingent upon Receipt of Proceeds from Any Disposition of CVR Products Within 180 Days of the Closing Date and the Realization of Certain Specified Potential Cost Savings
Within 180 Days of the Closing Date, as Described in the CVR Agreement
by
CONCENTRA MERGER SUB II, INC.
a wholly owned subsidiary of
CONCENTRA BIOSCIENCES, LLC
TANG CAPITAL PARTNERS, LP
TANG CAPITAL MANAGEMENT, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE AFTER 11:59 P.M.
EASTERN TIME ON FEBRUARY 7, 2024, UNLESS THE OFFER IS EXTENDED
OR EARLIER TERMINATED.