Full Press Release Details
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this
Agreement ) is made and entered into as of November 6, 2021 by and among AUTOLUS THERAPEUTICS PLC (registered number 11185179), a public limited company
incorporated in England and Wales whose registered office is at The MediaWorks, 191 Wood Lane, London W12 7FP, United Kingdom (the Company ), and BXLS V AUTOBAHN L.P. ( Blackstone or
A. Concurrently with the execution of this Agreement, the Company is entering into a Collaboration and Financing Agreement
with Blackstone (the Collaboration Agreement ), pursuant to which Blackstone has agreed to provide financing for the continued development of certain collaboration products on the terms set forth therein;
B. In partial consideration of Blackstone s agreement to provide financing pursuant to the Collaboration Agreement, the
Company has agreed to issue and sell to Blackstone certain American Depositary Shares ( ADSs ), each representing one ordinary share, with a nominal value of $0.000042 per share, of the Company (the Ordinary
Shares ) in accordance with the terms and conditions of this Agreement;
C. The Company and the Investor are
executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of by the provisions of Section 4(a)(2) of the 1933 Act (as defined below) as promulgated by the U.S. Securities and
Exchange Commission ( SEC ) under the 1933 Act;
D. The Investor wishes to purchase from the Company, and
the Company wishes to sell and issue to the Investor, upon the terms and subject to the conditions stated in this Agreement, an aggregate of 17,985,611 ADSs (the Private Placement ADSs );
E. The Private Placement ADSs are not registered and will be issued as restricted securities pursuant to that certain deposit
agreement, dated as of June 26, 2018 (the Deposit Agreement ), by and among the Company, Citibank, N.A. as depositary (the Depositary ), and all Holders and Beneficial Owners of ADSs issued thereunder, as
supplemented by that certain letter agreement, dated on or about the date hereof, by and between the Company and the Depositary;
F. The Company shall, following subscription by the Investor of the Private Placement ADSs, deposit, on behalf of the
Investor, the Ordinary Shares underlying the Private Placement ADSs (the Private Placement Shares ) with Citibank, N.A. (London), as custodian for the Depositary (the Custodian ), which shall issue and deliver the
Private Placement ADSs to the Investor; and
G. Contemporaneously with the sale of the Private Placement ADSs, the parties
hereto will execute and deliver a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the Registration Rights Agreement ), pursuant to which the Company will agree to provide certain
registration rights in respect of the Private Placement Shares under the 1933 Act.
References in this Agreement to (1) the Company issuing and selling
Private Placement ADSs to the Investor, and similar or analogous expressions, shall be understood to include references to the Company allotting and issuing the new Ordinary Shares underlying those Private Placement ADSs to the Custodian and
procuring the issue of ADSs representing such Ordinary Shares by the Depositary or its nominee to the Investor; and (2) the purchase of, or payment for, any Private Placement ADSs, and similar or analogous expressions, shall be understood to
refer to the subscription for the Ordinary Shares underlying those ADSs, as well as deposit of the Ordinary Shares for ADSs representing such Ordinary Shares, and the payment of the subscription moneys in respect of such Ordinary Shares.
In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. For the purposes of this
Agreement, in addition to the terms defined above, the following terms shall have the meanings set forth below:
1933 Act means the U.S. Securities Act of 1933, as amended, or any successor statute, and the rules and
regulations promulgated thereunder.
1934 Act means the U.S. Securities Exchange Act of 1934, as
amended, or any successor statute, and the rules and regulations promulgated thereunder.
American Depositary Receipts.
Affiliate means, with respect to any Person, any other Person which
directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common Control with such Person; provided, that, for the purposes of this Agreement, neither the Investor nor any of its Affiliates shall be deemed to
be an Affiliate of the Company or any of its subsidiaries.
Business Day means a day, other than a
Saturday or Sunday, on which banks in New York City and London are open for the general transaction of business.
Closing has the meaning set forth in Section 3.1.
Closing Date has the meaning set forth in Section 3.1.
Code means the Internal Revenue Code of 1986, as amended.
Company s Knowledge means the actual or constructive knowledge of any director or executive officer
(as defined in Rule 405 under the 1933 Act) of the Company.
Companies Act means the UK Companies
Control (including the terms controlling, controlled by or
under common control with ) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
EDGAR System has the meaning set forth in
EU MAR means the EU Market Abuse Regulation (EU)
FSMA means the UK Financial Services and Markets Act 2000.
GAAP has the meaning set forth in Section 4.15.
Governmental Authority means any federal, state, local or foreign government or political subdivision
thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the
extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.
Investor Questionnaire means the Investor Questionnaire substantially in the form attached hereto as
Material Adverse Effect means any material adverse change or effect, or any
development involving a prospective material adverse change or effect, in or affecting (i) the properties, assets, liabilities, operations, results of operations, prospects, condition (financial or otherwise) or business of the Company and its
subsidiaries taken as a whole, (ii) the legality or enforceability of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents.
Material Contract means any contract, instrument or other agreement to which the Company is a party or by
which it is bound that has been filed or was required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.
Nasdaq means the Nasdaq Global Select Market.
Ordinary Share Equivalents means any securities of the Company which would entitle the holder thereof to
acquire at any time Ordinary Shares, including those represented by ADSs, or, without limitation, any debt, preferred shares, rights, options, warrants or other instrument that are at any time convertible into or exchangeable for, or otherwise
entitles the holder thereof to receive, Ordinary Shares.
Person means an individual, corporation,
partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.
Press Release has the meaning set forth in Section 11.7.
Prospectus Regulation means Regulation (EU) 2017/1129.
SEC Filings has the meaning set forth in Section 4.7.
Short Sales means all short sales as defined
in Rule 200 of Regulation SHO under the 1934 Act (but shall not be deemed to include the location and/or reservation of borrowable Ordinary Shares or ADSs).
Trading Day means a day on which the ADSs are listed or quoted and traded on Nasdaq
Trading Market means the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market
or the OTC Bulletin Board on which the ADSs are listed or quoted for trading on the date in question.
Transaction Documents means this Agreement and the Registration Rights Agreement.
UK MAR means the Market Abuse Regulation (EU) No. 596/2014 as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act.
UK Prospectus Regulation means the
Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
2. Purchase and Sale of the Private Placement ADSs. Subject to the terms and conditions of this Agreement, at the
Closing, the Company shall issue and sell, and the Investor shall purchase from the Company, 17,985,611 Private Placement ADSs, for an aggregate purchase price of $100,000,000 (the Aggregate Purchase Price ).
3.1. Upon the satisfaction of the conditions set forth in Sections 6.1 and 6.2
(other than those conditions that by their nature will be satisfied at the Closing, but subject to the satisfaction (or waiver as provided herein) of such conditions), the completion of the purchase and sale of the Private Placement ADSs (the
Closing ) shall occur remotely via exchange of documents and signatures at a time (the Closing Date ) to be agreed to by the Company and the Investor but (i) in no event earlier than the second Business Day
after the date hereof and (ii) in no event later than the fifth Business Day after the date hereof, or at such other time, date and location as the Company and the Investor may mutually agree in writing.
3.2. At the Closing, the Investor shall deliver or cause to be delivered to the Company the Aggregate Purchase
Price in cash, U.S. dollars, via wire transfer of immediately available funds pursuant to the wire instructions delivered to the Investor by the Company not less than two (2) Business Days before the Closing Date.
3.3. At the Closing, the Company shall deliver the Private Placement Shares to the Custodian and shall deliver
or cause to be delivered the Private Placement ADSs to the Investor (or its nominee in accordance with its delivery instructions). The Private Placement ADSs shall be delivered via a book-entry record through the Depositary. Unless the Company and
the Investor otherwise mutually agree with respect to the Private Placement ADSs, at Closing, settlement shall occur on a free delivery basis.
4. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Investor that, except as described in the Company s SEC Filings filed since January 1, 2021 and prior to the date hereof (other than disclosures in the Risk Factors or Forward-Looking
Statements sections of any such filings or any filings furnished to the SEC), which qualify these representations and warranties in their entirety:
4.1. Organization, Good Standing and Qualification. The Company and each of its subsidiaries has been
duly incorporated or organized (as applicable) and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable (or the jurisdictional equivalent, if any). The Company and each of its
subsidiaries has been duly qualified as a foreign corporation to do business in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, and has the requisite power and authority
necessary to own or hold its properties and to conduct the businesses as described in the SEC Filings except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. For purposes of clarity, the Company hereby clarifies that Autolus Inc. is not a significant subsidiary (as defined in Rule 405 under the 1933 Act).