Entry into Underwriting Agreement
On February 9, 2021, Autolus Therapeutics plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC 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 14,285,715 American Depositary Shares (“ADSs”) representing 14,285,715 ordinary shares at a public offering price of $7.00 per ADS, for total gross proceeds of approximately $100.0 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 2,142,857 ADSs at the public offering price, less underwriting discounts and commissions. The Offering is expected to close on or about February 12, 2021, subject to customary closing conditions.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-232690) filed on July 17, 2019, as supplemented by a preliminary prospectus supplement dated February 8, 2021, filed with the Securities and Exchange Commission on February 8, 2021, and a final prospectus supplement dated February 9, 2021, filed with the Securities and Exchange Commission on February 11, 2021.
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 February 8, 2021, the Company issued a press release announcing the launch of the Offering, and on February 9, 2021, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are filed as Exhibit 99.1 and Exhibit 99.2 to this Report, respectively, and are incorporated by reference herein.
The information contained in this Report, including Exhibits 1.1 and 5.1 hereto, but excluding Exhibits 99.1 and 99.2, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-232690).
EXHIBITS
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| Exhibit | | Description |
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| 1.1 | | Underwriting Agreement, dated as of February 9, 2021, among the Company and J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. |
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| 5.1 | | Opinion of Cooley (UK) LLP, counsel to the Company. |
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| 23.1 | | Consent of Cooley (UK) LLP (included in Exhibit 5.1). |
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| 99.1 | | Launch Press Release dated February 8, 2021. |
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| 99.2 | | Pricing Press Release dated February 9, 2021. |
Forward-Looking Statements
Statements in this Report that are not strictly historical in nature, including statements regarding the Company’s expectations with respect to the closing of the Offering, are forward-looking statements. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties. Actual events or results may differ materially from those projected in any of such statements due to various factors, including market risks and uncertainties and risks relating to the satisfaction of customary closing conditions for an offering of securities. For a discussion of these and other factors, please refer to the Company’s filings with the U.S.
