Termination of the Agreement by Blackstone due to certain breaches of the Agreement or other actions by the Company will require the Company to make liquidated damage payments to Blackstone in excess of the Blackstone Development Payments.
The foregoing description of the material terms of the Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the Agreement, which will be filed as an exhibit to Autolus Therapeutics plc’s Annual Report on Form 20-F for the fiscal year ending December 31, 2021. Portions of the Agreement may be subject to a confidential treatment request to the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Warrant Issuance
On November 6, 2021, in connection with the Agreement, Autolus Therapeutics plc issued a warrant to Blackstone to purchase up to 3,265,306 American Depositary Shares (the “Warrant”). The Warrant has an exercise price of $7.35 per American Depositary Share, and is exercisable in whole or in part until November 6, 2026. The Warrant was offered and sold in reliance on the exemption afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description of the material terms of the Warrant does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the Warrant, which is filed as Exhibit 99.1 to this Report on Form 6-K, and is incorporated by reference herein.
Securities Purchase Agreement and Registration Rights Agreement
In connection with entering into the Agreement, Autolus Therapeutics plc and Blackstone also entered into a Securities Purchase Agreement dated November 6, 2021 (the “Purchase Agreement”). Pursuant to the Purchase Agreement, Blackstone will pay Autolus Therapeutics plc an aggregate of $100 million to purchase an aggregate of 17,985,611 American Depositary Shares, representing 17,985,611 ordinary shares of Autolus Therapeutics plc with a nominal value of $0.000042 per share (the “ADSs”) at $5.56 per ADS, which is the closing price of the ADSs on the Nasdaq Stock Market on November 5, 2021 (the “Blackstone Equity Investment”). The closing of the Blackstone Equity Investment is expected to occur on or before November 12, 2021 (the “Closing Date”). The ADSs and the underlying ordinary shares are being offered and sold in reliance on the exemption afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Purchase Agreement, on November 6, 2021, Autolus Therapeutics plc entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Blackstone. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) within 45 days following the Closing Date for purposes of registering the ordinary shares underlying the ADSs issued pursuant to the Purchase Agreement and the ordinary shares underlying the ADS to be issued upon exercise of the Warrant (the “Securities”). The ADSs are registered on a Registration Statement on Form F-6 (File No. 333-224837). Autolus Therapeutics plc has agreed to use its commercially reasonable efforts to cause the registration statement to be declared effective by the SEC.
Autolus Therapeutics plc has also agreed, among other things, to indemnify Blackstone, its officers, directors, partners, members, employees, investment advisers and agents, and each person who controls Blackstone from certain liabilities and to pay all fees and expenses (excluding legal fees of Blackstone, except legal fees pursuant to the Blackstone’ indemnification rights, and any discounts, commissions, or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) incurred by the Company in connection with the registration of the Securities.
The foregoing descriptions of the material terms of the Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and Registration Rights Agreement, which are filed as Exhibits 99.2 and 99.3, respectively, to this Report on Form 6-K, and are incorporated by reference herein.
Press Release
On November 8, 2021, the Company issued a press release in which it announced its entry into the Agreement as well as the execution of the Securities Purchase Agreement and Registration Rights Agreement and the issuance of the Warrant. A copy of the press release is furnished as Exhibit 99.4 to this Report.
