Autolus Announces Strategic Collaboration With BioNTech, $350 Million Underwritten Offering

Reston – February 8, 2024 – Cooley advised Autolus Therapeutics, a clinical-stage biopharmaceutical company developing next-generation programmed T-cell therapies, on its strategic collaboration with BioNTech, to advance both companies’ autologous CAR-T programs toward commercialization. The firm also advised Autolus on its $350 million underwritten offering. The life sciences partnering team advising Autolus included Kenneth Krisko, Stephanie Palmer and Carly Robinson in the US, and Joe Sandys and Alexandra Paterson in the UK. The corporate and securities team advising Autolus included Christian Plaza, Courtney Thorne, Brian Leaf, William DuVal, Trevor Bossi, Tyler Day and Margaux Arntson in the US, and Claire Keast-Butler and Mandy Ching in the UK.

In connection with the strategic collaboration, the companies entered into a license and option agreement and a securities purchase agreement. BioNTech has agreed to purchase $200 million of Autolus’ American depositary shares (ADSs) in a private placement and will make a cash payment of $50 million to Autolus in exchange for:

• Being eligible to receive an up to mid-single-digit royalty on obe-cel net sales.
• Access to Autolus’ commercial and clinical site network, manufacturing capacities in the UK and commercial supply infrastructure in a cost-efficient setup to accelerate the development of BNT211 in additional Claudin 6-positive tumor types.
• Autolus leading the development and commercialization for AUTO1/22 and AUTO6NG in any oncology indication, with BioNTech having an option to support certain development activities and co-commercialize both candidates in certain territories.
• An exclusive license to develop and commercialize therapeutics incorporating certain of Autolus’ proprietary binders, along with options to license binders and cell programming technology for use in BioNTech’s in vivo cell therapy development programs and investigational antibody-drug conjugates.

Autolus also announced the underwritten offering in the US of 58,333,336 ADSs at a purchase price of $6 each. Proceeds from this offering, together with its existing cash and cash equivalents and the $250 million Autolus will receive from BioNTech in the private placement, will be used to advance the clinical development of Autolus’ obe-cel program, to fund manufacturing activities for obe-cel and development of its commercial infrastructure and for working capital and other general corporate purposes. The offering is expected to close on February 12.

Cooley previously advised Autolus on its $173 million initial public offering in July 2018, its $80 million follow-on offering in January 2020, its $115 million follow-on offering in February 2021 and its $150 million follow-on offering in December 2022.

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