Entry into Underwriting Agreement
On December 8, 2022, Autolus Therapeutics plc (the
“Company”) entered into an underwriting agreement
(the “Underwriting Agreement”) with Jefferies LLC,
William Blair & Company, L.L.C. and Wells Fargo
Securities, LLC as representatives of the several underwriters
named therein (collectively, the “Underwriters”), in
connection with the issuance and sale by the Company in a public
offering of 75,000,000 American Depositary Shares
(“ADSs”) representing 75,000,000 ordinary shares at a
public offering price of $2.00 per ADS, for total gross proceeds of
$150.0 million (the “Offering”). All ADSs sold
in the Offering were offered by the Company. In addition, the
Company has granted the Underwriters a 30-day option to purchase up to an
additional 11,250,000 ADSs at the public offering price, less
underwriting discounts and commissions. The Offering is expected to
close on or about December 13, 2022, subject to customary
closing conditions.
The Offering was made pursuant to the Company’s effective shelf
registration statement on Form F-3 (File No. 333-258556) filed on
August 5, 2021, as supplemented by a preliminary prospectus
supplement dated December 8, 2022, filed with the Securities
and Exchange Commission on December 8, 2022, and a final
prospectus supplement dated December 8, 2022, filed with the
Securities and Exchange Commission on December 9, 2022.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act of
1933, as amended, and other obligations of the parties and
termination provisions. The foregoing description is not complete
and does not purport to be a complete description of the rights and
obligations of the parties thereunder, and is qualified in its
entirety by reference to the Underwriting Agreement that is filed
as Exhibit 1.1 to this Report on Form 6-K (the “Report”) and is
incorporated by reference herein.
The legal opinion of Cooley (UK) LLP relating to the ordinary
shares underlying the ADSs to be issued and sold in this Offering
is filed as Exhibit 5.1 to this Report and is incorporated by
reference herein.
On December 8, 2022, the Company issued a press release
announcing the pricing of the Offering. A copy of this press
release is filed as Exhibit 99.1 to this Report and is incorporated
by reference herein.
The information contained in this Report, including Exhibits 1.1
and 5.1 hereto, but excluding Exhibit 99.1, is hereby incorporated
by reference into the Company’s Registration Statements on Form
F-3 (File Nos. 333-258556, 333-264304 and 333-264650) and Form S-8 (File Nos. 333-226457).
EXHIBITS