Material Agreement (Form 8-K)

On September 30, 2025, Halozyme Therapeutics, Inc., a Delaware corporation ("Halozyme"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Elektrofi, Inc., a Delaware corporation ("Elektrofi"), Erraid Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Halozyme ("Merger Sub"), and Shareholder Representative Services LLC, a Colorado limited liability company (the "Securityholders' Representative"), solely in its capacity as the Securityholders' Representative, pursuant to which Merger Sub will be merged with and into Elektrofi (the "Merger"), with Elektrofi surviving as a wholly-owned subsidiary of Halozyme.

Pursuant to the Merger Agreement, Halozyme will pay (i) aggregate upfront consideration of $750 million in cash, subject to customary adjustments for Elektrofi's debt, cash, transaction expenses and net working capital (the "Merger Consideration") and (ii) up to three $50 million milestone payments contingent on three separate product regulatory approvals, in each case, in accordance with the terms and conditions set forth in the Merger Agreement. A certain portion of options to acquire common stock of Elektrofi held by Elektrofi's employees will be assumed by Halozyme and converted into options to acquire Halozyme common stock, which will reduce the cash portion of the Merger Consideration payable by Halozyme.

The Merger Agreement contains representations and warranties of the parties customary for a transaction of this type. The Merger Agreement also contains customary covenants and agreements of the parties, including, among others, certain limitations on the conduct of Elektrofi's business between the date of the Merger Agreement and the earlier of the closing date and the termination of the Merger Agreement on its terms. The consummation of the Merger is subject to customary closing conditions, including, among other things, the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The Merger Agreement provides for certain customary termination rights for the parties, including by either party, in the event that the Merger has not consummated on or before the date that is twelve (12) months after the date of the Merger Agreement, subject to a six (6) month extension in certain circumstances. If the Merger Agreement is terminated under certain circumstances, Halozyme will be required to pay Elektrofi a reverse termination fee in cash equal to $36 million.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this current report and incorporated herein by reference.