UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
October 15, 2024
Commission File Number: 001-39363
IMMATICS N.V.
Paul-Ehrlich-Straße 15
72076 Tübingen, Federal Republic of Germany
(Address of principal executive office)
Indicate by check
mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
On October 15, 2024, Immatics N.V. (the “Company”)
completed an offering of 16,250,000 ordinary shares, pursuant to an underwriting agreement (the “Underwriting Agreement”)
with Jefferies LLC, Jefferies GmbH, BofA Securities, Inc. and Leerink Partners LLC, as representatives of the several underwriters. In
addition, the Company granted the underwriters an option, exercisable for 30 days following the date of the Underwriting Agreement, to purchase up to 2,437,500 additional ordinary shares. The Underwriting Agreement includes the terms and conditions for the offering and sale
of the securities, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference
to the Underwriting Agreement, which is attached to this Report on Form 6-K as Exhibit 1.1.
The offer and sale of securities have been
registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form F-3 (File No. 333-282569) (the
“Registration Statement”). The Company has filed with the U.S. Securities and Exchange Commission a prospectus
supplement dated October 10, 2024, together with an accompanying prospectus dated October 10, 2024, relating to the offer and sale
of the securities. Opinion of counsel regarding the validity of the securities is attached to this Report on Form 6-K as Exhibit 5.1
and the consent of such counsel relating to the incorporation of such opinion into the Registration Statement is attached to this
Report on Form 6-K as Exhibit 23.1.
The proceeds from the offer and sale of the
securities are approximately $140.3 million, after deducting the underwriting discount and fees and offering expenses payable by the
Company. The Company intends to use the net proceeds from the offer and sale of the securities to fund the continued research and
development of its pipeline, the manufacturing, production and, if approved, commercialization of its product candidates and for
working capital and other general corporate purposes.
INCORPORATION BY REFERENCE
This Report on Form 6-K (other than Exhibit 99.1
and 99.2), including Exhibits 1.1, 5.1 and 23.1, shall be deemed to be incorporated by reference into the registration statement on Form
F-3 (Registration No. 333-282569) of Immatics N.V. and to be a part thereof from the date on which this report is filed, to the extent
not superseded by documents or reports subsequently filed or furnished.
This Report on Form 6-K (other than Exhibits 1.1,
5.1, 23.1, 99.1 and 99.2) shall be deemed to be incorporated by reference into the registration statements on Form F-3 (Registration Nos.
333-240260 and 333-274218) of Immatics N.V. and to be a part thereof from the date on which this report is filed, to the extent not superseded
by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
IMMATICS N.V. |
| Date: October 15, 2024 |
|
| |
By: |
/s/ Harpreet Singh |
| |
Name: |
Harpreet Singh |
| |
Title: |
Chief Executive Officer |
Exhibit 1.1
Immatics N.V.
Ordinary Shares
(Nominal value
€0.01 per share)
Underwriting
Agreement
October 10, 2024
Jefferies LLC
Jefferies GmbH
BofA Securities,
Inc.
Leerink Partners
LLC
As representatives
(the “Representatives”) of the several Underwriters named in Schedule I hereto,
c/o Jefferies LLC
520 Madison Avenue
New York, NY 10022
c/o Jefferies GmbH
Bockenheimer Landstr.
24
60323 Frankfurt
am Main
c/o BofA Securities,
Inc.
One Bryant Park
New York, NY 10036
c/o Leerink Partners
LLC
1301 Avenue of
the Americas, 12th Floor
New York, NY 10019
Ladies and Gentlemen:
Immatics
N.V., a public limited company (naamloze vennootschap) under Dutch law (the “Company”), proposes, subject to the terms
and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto
(the “Underwriters”) an aggregate of 16,250,000 (the “Firm Shares”) of the Company’s ordinary shares, nominal
value €0.01 per share (“Ordinary Shares”), and, at the election of the Underwriters, up to 2,437,500 additional Ordinary
Shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant
to Section 2 hereof are collectively referred to as the “Shares.”
1.
The Company represents and warrants to, and agrees with, each of the Underwriters that:
(a)
A registration statement on Form F-3 (File No. 333-282569 (the “Registration Statement”) in respect of the Shares
has been filed with the Securities and Exchange Commission (the “Commission”); the Registration Statement and any post-effective
amendment thereto have become effective and no stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto or any part thereof has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities
Act of 1933, as amended (the “Act”), has been initiated or, to the Company’s knowledge, threatened by the Commission,
and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant
to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as part of the Registration Statement, in
the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement relating to the Shares,
is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement)
relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”;
the various parts of the Registration Statement, including all exhibits thereto and including any prospectus supplement relating to the
Shares that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of the Registration Statement, each
as amended at the time such part of the Registration Statement became effective, are hereinafter collectively called the “Registration
Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c)
hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Shares filed with
the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant
to Item 6 of Form F-3, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any
prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after
the date of the Basic Prospectus, such Preliminary Prospectus or the Prospectus, as the case may be; any reference to any amendment to
the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or
15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration
Statement; any oral or written communication with potential investors undertaken in reliance on Rule 163B under the Act is hereinafter
called a “Testing-the-Waters Communication”; and any Testing-the-Waters Communication that is a written communication within
the meaning of Rule 405 under the Act is hereinafter called a “Written Testing-the-Waters Communication”; and any “issuer
free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free
Writing Prospectus”);
(b)
(A) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued
by the Commission, and (B) each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements
of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b)
hereof);
(c)
For the purposes of this Agreement, the “Applicable Time” is 7:40 p.m. (Eastern time) on the date of this Agreement.
The Pricing Prospectus, as supplemented by the information listed on Schedule II(c) hereto, taken together (collectively, the “Pricing
Disclosure Package”), as of the Applicable Time did not, and as of each Time of Delivery (as defined in Section 4(a)
hereof) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus and each
Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, the Pricing
Prospectus or the Prospectus and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication, as supplemented
by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not, and as of each Time of Delivery will not,
include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty
shall not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information;
(d)
The documents incorporated by reference in the Pricing Prospectus and Prospectus, when they became effective or were filed with
the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable,
and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any
further documents so filed and incorporated by reference in the Pricing Prospectus and the Prospectus or any further amendment or supplement
thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects
to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will
not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and no such or any other documents were filed with the Commission since the Commission’s
close of business on the Business Day (as defined below) immediately prior to the date of this Agreement and prior to the execution of
this Agreement, except as set forth on Schedule II(b) hereto;
(e)
The Registration Statement conforms, as of its filing date, and the Prospectus and any further amendments or supplements to the
Registration Statement and the Prospectus will conform, as of its filing date, in all material respects to the requirements of the Act
and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part
of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and as
of each Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply
to any statements or omissions made in reliance upon and in conformity with the Underwriter Information;
(f)
[Reserved];
(g)
The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement,
the Pricing Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in
accordance with the Commission’s rules and guidelines applicable thereto;
(h)
The Company is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section
15(d) of the Exchange Act; the Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed on The Nasdaq
Stock Market (the “Nasdaq”), and the Company has taken no action designed to, or reasonably likely to have the effect of,
terminating the registration of the Ordinary Shares under the Exchange Act or delisting the Ordinary Shares from Nasdaq, nor has the
Company received any notification that the Commission or Nasdaq is contemplating terminating such registration or listing; the Company
is in compliance in all material respects with the current listing standards of Nasdaq; the Company has filed or will file a Notification
of Listing of Additional Shares with Nasdaq with respect to the Shares;
(i)
Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other
than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Underwriters for a brokerage
commission, finder’s fee or like payment in connection with the offering and sale of the Shares;
(j)
The Company and each of its subsidiaries have been duly incorporated or organized (and are in good standing, to the extent such
concept is applicable) under the laws of their respective jurisdictions of organization, are validly existing and are duly qualified
to do business (and are in good standing, to the extent such concept is applicable), in each jurisdiction in which their respective ownership
or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary
to own or hold their respective properties and to conduct the businesses as described in the Pricing Prospectus, except where the failure
to be so qualified (or in good standing, to the extent such concept is applicable) or have such power or authority would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below); and the Company does not own or control,
directly or indirectly, any corporation, association or other entity other than as disclosed in the Pricing Prospectus; as used in this
Agreement, “Material Adverse Effect” shall mean a material adverse effect on the business, properties, management, financial
position, shareholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the
performance by the Company of its obligations under this Agreement;
(k)
All of the issued and outstanding share capital or other equity or ownership interests of each subsidiary has been duly authorized
and validly issued, is fully paid and non-assessable, has been issued in compliance with federal state and securities laws and is owned
by the Company, directly or through other wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien,
encumbrance or adverse claim; no subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends
to the Company, from making any other distribution with respect to such subsidiary’s equity securities, from repaying to the Company
or any other subsidiary any amounts that may from time to time become due under any loans or advances to such subsidiary from the Company
or from transferring any property or assets to the Company or to any other subsidiary;
(l)
The Company has an authorized capital as set forth in the Pricing Prospectus and all of the outstanding Ordinary Shares of the
Company have been duly authorized and validly issued and are fully paid and non-assessable (meaning that a holder of any such Ordinary
Shares shall not by reason of merely being such a holder be subject to assessment or calls by the Company or its creditors for further
payment on such Ordinary Shares) and are not subject to any pre-emptive or similar rights that have not been duly waived or satisfied
or validly excluded; except as described in or expressly contemplated by the Pricing Prospectus and the Prospectus, there are no outstanding
rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or
instruments
convertible into or exchangeable for, any Ordinary Shares or other equity interest in the Company or any of its subsidiaries, or any
contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any Ordinary Shares or other equity
interest of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options;
the Ordinary Shares of the Company conform in all material respects to the description thereof contained in the Pricing Disclosure Package
and the Prospectus;
(m)
With respect to the share options or performance shares (the “Share Options”) granted pursuant to the share-based
compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each grant of a Share Option was
duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate
action, including, as applicable, approval by the board of directors or similar governing body of the Company (or its designee) and any
required shareholder approval by the necessary number of votes or written consents, and to the knowledge of the Company (other than with
respect to the execution and delivery by the Company), the award agreement governing such grant (if any) was duly executed and delivered
by each party thereto, (ii) each such grant was made in accordance with the terms of the applicable Company Share Plans, the Exchange
Act and all other applicable laws and regulatory rules or requirements, including the rules of Nasdaq, applicable to the Company on the
date the Share Option was granted and (iii) each such grant was properly accounted for in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board (“IFRS”) in the financial statements (including the related
notes) of the Company;
(n)
The Shares have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be validly
issued, fully paid and non-assessable (meaning that a holder of any such Shares shall not by reason of merely being such a holder be
subject to assessment or calls by the Company or its creditors for further payment on such Shares) and will conform to the descriptions
of the Ordinary Shares contained in the Pricing Prospectus and the Prospectus; neither the issuance nor the sale of the Shares is subject
to any pre-emptive or similar rights the exercise and transfer of which have not been validly and irrevocably waived or otherwise validly
and irrevocably declined or excluded; the Shares, when delivered against payment therefor, will be freely transferable to or for the
account of the Underwriters and the initial purchasers thereof; there are no restrictions on subsequent transfers of the Shares under
the laws of the Netherlands that generally restrict subsequent transfers of the Shares.
(o)
Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, neither the Company nor any of its
subsidiaries has sent or received any written communication regarding the termination of, or non-renewal or non-performance under, any
contract or agreement that is material to the Company and that is described in the Registration Statement, the Pricing Prospectus or
the Prospectus, except such termination, non-renewal or non-performance that would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect;
(p)
This Agreement has been duly authorized, executed and delivered by the Company;
(q)
The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof
as described in the Pricing Prospectus, will not be required to register as an “investment company” or an entity “controlled”
by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations
of the Commission thereunder (collectively, the “Investment Company Act”);
(r)
No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or
regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance of the Shares,
the sale of the Shares and the consummation of the transactions contemplated by this Agreement, except for such consents, approvals,
authorizations, orders and registrations or qualifications as may be required by Nasdaq, the Financial Industry Regulatory Authority,
Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Shares
as contemplated hereunder;
(s)
The execution, delivery and performance by the Company of this Agreement, the issuance of the Shares, the sale of the Shares,
and the consummation of the transactions contemplated by this Agreement and the Pricing Prospectus will not (i) conflict with or result
in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification
or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of the
Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument
to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any
property, right or asset of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the
articles of association or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation
of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority,
except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(t)
Subsequent to the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus,
(i) there has not been any material change in the share capital (other than the sale of Shares hereunder and the issuance of Ordinary
Shares upon exercise or settlement of options, awards or warrants described in, and the grant of options and awards under equity incentive
plans described in, the Pricing Prospectus and the Prospectus), short-term debt or long-term debt of the Company or any of its subsidiaries,
or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of share capital,
or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties,
management, financial position, shareholders’ equity, results of operations or prospects of the Company and its subsidiaries taken
as a whole or the performance by the Company of its obligations under this Agreement; (ii) neither the Company nor any of its subsidiaries
has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and
its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and
its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with
its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court
or arbitrator or governmental or regulatory authority;
(u)
No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Act by
reason of the filing of the Registration Statement with the Commission or the sale of the Shares, except for such rights as have been
satisfied or duly waived;
(v)
The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries, which are included
or incorporated by reference in the Registration
Statement,
the Pricing Prospectus and the Prospectus, comply in all material respects with the applicable requirements of the Act and the Exchange
Act and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates
indicated and the results of its operations and its changes in cash flows for the periods specified; the financial statements of the
Company and its consolidated subsidiaries have been prepared in conformity with IFRS applied on a consistent basis throughout the periods
covered thereby, except as may be expressly stated in the related notes thereto, and except in the case of unaudited financial statements,
which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission,
and any supporting schedules included or incorporated by reference in the Registration Statement, the Pricing Prospectus or the Prospectus
present fairly in all material respects the information required to be stated therein; the other financial information included or incorporated
by reference in the Registration Statement, the Pricing Prospectus and the Prospectus has been derived from the accounting records of
the Company and its consolidated subsidiaries or of such other company and presents fairly in all material respects the information shown
thereby;
(w)
Except as described in the Pricing Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, demands,
claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries
is a party or to which any property of the Company or any of its subsidiaries is subject that would, individually or in the aggregate,
if determined adversely to the Company or any of its subsidiaries, reasonably be expected to have a Material Adverse Effect and (ii)
to the knowledge of the Company, no Actions are threatened or contemplated by any governmental or regulatory authority or threatened
by others; there are no current or pending Actions that are required under the Act to be described in the Registration Statement or the
Pricing Prospectus that are not so described therein;
(x)
The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid
rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company
and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections
of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company
and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;
(y)
Neither the Company nor any of its subsidiaries is (i) in violation of its articles of association or similar organizational documents,
(ii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory
authority, or (iii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such default,
in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries
is bound or to which any property or assets of the Company or any of its subsidiaries is subject, except, in the case of clauses (ii)
and (iii) above, for any such default or violation as would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect;
(z)
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, whose audit opinion covers the financial statements of the Company
and its subsidiaries that are included or incorporated by reference in the Registration Statement and the Prospectus, is an independent
registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted
by the Commission and the Public Company Accounting
Oversight
Board (United States) and as required by the Act and the rules and regulations of the Commission thereunder;
(aa)
Except as disclosed in each of the Registration Statement, the Pricing Prospectus and the Prospectus, and except for any net income,
capital gains or franchise taxes imposed on the Underwriters by the governments of the Netherlands, the United States, or any political
subdivision or taxing authority thereof or therein as a result of any present or former connection between the Underwriters and the jurisdiction
imposing such tax, no stamp duties or other issuance or transfer taxes (for the avoidance of doubt this does not include any value added
tax or similar taxes) are payable by or on behalf of the Underwriters in the Netherlands, the United States or any political subdivision
or tax authority thereof solely in connection with (i) the execution, delivery and performance of this Agreement; or (ii) the issuance,
sale and delivery of the Shares as contemplated herein and in the Pricing Disclosure Package;
(bb)
The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be
paid or filed through the date that this representation is made, except as may be being contested in good faith and by appropriate proceedings,
or where the failure to pay or file such taxes or tax returns would not reasonably be expected to have a Material Adverse Effect; except
as disclosed in each of the Registration Statement, the Pricing Prospectus and the Prospectus, there is no tax deficiency that has been,
or would reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties
or assets that has or would reasonably be expected to have a Material Adverse Effect, except for any tax deficiency being contested in
good faith and for which appropriate reserves have been provided in accordance with IFRS;
(cc)
No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the
Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with,
the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except as would not reasonably
be expected to have a Material Adverse Effect; neither the Company nor any of its subsidiaries has received any written notice of cancellation
or termination with respect to any collective bargaining agreement that is material to the Company to which it is a party;
(dd)
The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including
business interruption insurance, which insurance is in such amounts and insures against such losses and risks as are generally maintained
by similarly situated companies and which the Company believes are adequate to protect the Company and its subsidiaries and their respective
businesses; neither the Company nor any of its subsidiaries has (i) received written notice from any insurer or agent of such insurer
that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any
reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain comparable
coverage from similar insurers as may be necessary to continue its business as now conducted at a cost that would not reasonably be expected
to have a Material Adverse Effect;
(ee)
The Company and its subsidiaries possess all licenses, sub-licenses, certificates, permits and other authorizations issued by,
and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities
that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described
in each of the Registration Statement, the Pricing Prospectus and the Prospectus, except where the failure to possess or make the same
would not, individually or in the aggregate,
reasonably
be expected to have a Material Adverse Effect; except as described in each of the Registration Statement, the Pricing Prospectus and
the Prospectus, neither the Company nor any of its subsidiaries has received written notice of any revocation or modification of any
such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license, sub-license, certificate,
permit or authorization will not be renewed in the ordinary course, except where such revocation or modification would not reasonably
be expected to have a Material Adverse Effect;
(ff)
The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule
13a-15(f) under the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and have been designed
by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar
functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with IFRS; the Company and its subsidiaries maintain internal accounting controls that are designed
to be sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or
specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with
IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or
specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences; except as disclosed in the Pricing Prospectus, there are no material
weaknesses in the Company’s internal controls; the Company’s auditors and the Audit Committee of the board of directors of
the Company have been advised of: (x) all significant deficiencies and material weaknesses in the design or operation of internal controls
over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record,
process, summarize and report financial information; and (y) any fraud, whether or not material, that involves management or other employees
who have a significant role in the Company’s internal controls over financial reporting;
(gg)
The Company maintains an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) under
the Exchange Act) that complies in all material respects with the requirements of the Exchange Act and that has been designed to ensure
that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures
designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely
decisions regarding required disclosure; the Company has carried out an evaluation of its effectiveness of its disclosure controls and
procedures to the extent required by Rule 13a-15 of the Exchange Act;
(hh)
Except any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
(i) the Company and its subsidiaries (1) are in compliance with all applicable federal, state, local and foreign laws (including common
law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to
pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants
or contaminants (collectively, “Environmental Laws”); (2) have received and are in compliance with all permits, licenses,
certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses;
and (3) have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential
violation of, any
Environmental
Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants
or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and
(ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries; except as
described in the Registration Statement, the Pricing Prospectus and the Prospectus, (x) there is no proceeding that is pending, or that
is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity
is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will
be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or
liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants,
that would reasonably be expected to have a Material Adverse Effect, and (z) none of the Company or its subsidiaries anticipates material
capital expenditures relating to any Environmental Laws;
(ii)
Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, neither the Company nor any of its
ERISA Affiliates (as defined hereafter) has any liability (contingent or otherwise) under the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”) with respect to any “employee benefit plan”, as defined in Section 3(3) of ERISA;
as used in this Agreement, an “ERISA Affiliate” of any person or entity shall mean any other person or entity which, together
with that person or entity, could be treated as a single employer under Section 414(b), (c), (m) or (o) of the Internal Revenue Code
of 1986 (the “Code”); each “employee benefit plan”, as defined in Section 3(3) of ERISA that is maintained for
the benefit of the employees of the Company or its affiliates has been maintained in material compliance with its terms and the requirements
of applicable law; the Registration Statement, the Pricing Prospectus and the Prospectus identify each employment, severance or other
similar agreement, arrangement or policy and each material plan or arrangement required to be disclosed pursuant to the Act providing
for insurance coverage (including any self-insured arrangements), workers’ compensation, disability benefits, severance benefits,
supplemental unemployment benefits, vacation benefits or retirement benefits, or deferred compensation, profit-sharing, bonuses, share
options, share appreciation rights or other forms of incentive compensation, or post-retirement insurance, compensation or benefits that
is entered into, maintained or contributed to, as the case may be, by the Company or any of its affiliates for the benefit of any officer,
executive director or non-executive director or former officer or director of the Company or any of its affiliates; these agreements,
arrangements, policies or plans are referred to collectively as “Benefit Arrangements”; except as disclosed in the Registration
Statement, the Pricing Prospectus and the Prospectus, each Benefit Arrangement has been maintained in material compliance with its terms
and with the requirements of applicable law and there is no liability in respect of post-retirement health and medical benefits for retired
employees of the Company or any of its affiliates, other than medical benefits required to be continued under applicable law;
(jj)
There is and has been no failure on the part of the Company or any of the Company’s executive directors, non-executive directors
or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and
regulations promulgated in connection therewith applicable to the Company as of the date the Company became subject to such provisions,
including Section 402 related to loans;
(kk)
Neither the Company nor any of its subsidiaries nor any officer, executive director or non-executive director of the Company or
its subsidiaries nor, to the knowledge of the Company, any employee of, any agent, affiliate or other person associated with or acting
on behalf of, the Company or any of its subsidiaries has (i) made, offered, promised or authorized any unlawful
contribution,
gift, entertainment or other unlawful expense (or taken any act in furtherance thereof); (ii) made or taken an act in furtherance of
an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official
or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in
an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office;
(iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations
thereunder, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions or the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery, anti-corruption or related
law, statute or regulation (collectively, “Anti-Corruption Laws”); or (iv) made, offered, promised, authorized, agreed, requested
or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence
payment, kickback or other direct or indirect unlawful or improper payment or benefit; the Company and its subsidiaries have conducted
their businesses in compliance with all Anti-Corruption Laws and each have instituted and maintained, and will continue to maintain and
enforce, policies and procedures reasonably designed to promote and ensure compliance with all Anti-Corruption Laws and with the representations
and warranties contained in this paragraph; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds
of the offering of Shares hereunder in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of
money, or anything else of value, to any person in violation of Anti-Corruption Laws;
(ll)
The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules
and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental
agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering
Laws is pending or, to the knowledge of the Company, threatened;
(mm)
Neither the Company nor any of its subsidiaries nor any executive director, non-executive director or officer of the Company or
its subsidiaries nor, to the knowledge of the Company, any employee of, or any agent, affiliate or other person associated with or acting
on behalf of, the Company or any of its subsidiaries is (i) currently the subject or the target of any sanctions administered or enforced
by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or
the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked
person”), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority
(collectively, “Sanctions”), (ii) located, organized or resident in a country or territory that is the subject or target
of Sanctions, including, without limitation, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called
Luhansk People’s Republic, Cuba, Iran, North Korea and Syria (a “Sanctioned Country”); the Company will not directly
or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other person or entity (x) to fund or facilitate any activities of or business with any person
that, at the time of such funding or facilitation, is the subject or target of Sanctions, (y) to fund or facilitate any activities of
or business in any Sanctioned Country or (z) in any other manner that will result in a violation by any person (including any person
participating in the transaction,
whether
as underwriter, advisor, investor or otherwise) of Sanctions; for the past five (5) years, the Company and its subsidiaries have not
engaged in and are not now engaged in any dealings or transactions with or involving any person that is, or at the time of the dealing
or transaction was, the subject or the target of Sanctions or with any Sanctioned Country; the Company and its subsidiaries have instituted,
and maintain, policies and procedures designed to promote and achieve compliance with Sanctions; nothing in this paragraph shall impose
any obligations and/or restrictions on the Company or any of its subsidiaries that will cause the Company or any of its subsidiaries
to be, and will only apply if and to the extent that it does not cause the Company or any of its subsidiaries to be, in violation of
EU Regulation (EC) 2271/96 (EU Blocking Statute) as amended from time to time, or any applicable implementing legislation, including
but not limited to the German Foreign Trade Regulations (Außenwirtschaftsverordnung), or any similar anti-boycott law, statute
or regulation;
(nn)
Except as described in the Pricing Prospectus and the Prospectus, (i) the Company and its subsidiaries own or have a valid and
enforceable right to use all patents, patent applications, trademarks, service marks, trade names, Internet domain name registrations
(and all applications for, and all goodwill associated with, such trademarks, service marks, trade names and Internet domain name registrations),
copyrights, copyright registrations, licenses and trade secret rights, in each case, in any jurisdiction throughout the world (collectively,
“Intellectual Property Rights”) and inventions, know-how, software, databases, systems, procedures, and other intellectual
property (including trade secrets and proprietary or confidential information) (collectively, “Intellectual Property Assets”)
used or held for use in any material respect, or otherwise necessary for, the conduct of their respective businesses as currently conducted
and as proposed to be conducted as described in the Pricing Prospectus and the Prospectus; (ii) the Company’s and its subsidiaries’
conduct of their respective businesses does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated
or otherwise violated, any Intellectual Property Rights or Intellectual Property Assets of any third party in any material respect (it
being understood that the foregoing representation in this clause (ii) is made to the Company’s knowledge with respect to
patents); (iii) the Company and its subsidiaries have not received notice of any pending or threatened action, suit, or proceeding by
any third party that would reasonably be expected to have a Material Adverse Effect on the Company’s or any of its subsidiaries’
respective businesses as presently conducted and as proposed to be conducted as described in the Pricing Prospectus and the Prospectus,
challenging the Company’s or any of its subsidiaries’ rights in or to any of the Intellectual Property Rights or Intellectual
Property Assets owned by or licensed to the Company or any of its subsidiaries, challenging the validity, enforceability or scope of
any of the Intellectual Property Rights owned by or licensed to the Company or any of its subsidiaries, or alleging that the Company
or any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property Rights or Intellectual Property
Assets of any third party; (iv) to the knowledge of the Company, neither the Intellectual Property Rights nor the Intellectual Property
Assets of the Company and its subsidiaries and neither the Intellectual Property Rights nor the Intellectual Property Assets exclusively
licensed to the Company and its subsidiaries are being materially infringed, misappropriated or otherwise violated by any third party;
(v) other than as would not reasonably be expected to have a Material Adverse Effect, all Intellectual Property Rights and Intellectual
Property Assets owned by the Company or any of its subsidiaries are solely and exclusively owned by the Company or such subsidiaries
and all other Intellectual Property Rights and Intellectual Property Assets used or held for use by the Company or any of its subsidiaries
are licensed to the Company or such subsidiaries, and the Company and its subsidiaries hold all of such ownership and license rights,
in each case, free and clear of all liens, encumbrances, defects or other restrictions; (vi) other than as would not reasonably be expected
to have a Material Adverse Effect, the Company and its subsidiaries are not aware of any facts that could result in a finding that any
of the Intellectual Property Rights owned by or licensed to the Company are invalid or
unenforceable;
(vii) other than as would not reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries have taken reasonable
steps in accordance with customary industry practice to maintain and protect any confidential information and trade secrets of the Company
and its subsidiaries and to protect any confidential information provided to them by any third party; (viii) other than as would not
reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries have taken commercially reasonable actions
to maintain and to protect all patents and trademark and copyright and Internet domain name registrations (including all applications
therefor) owned by the Company or any of its subsidiaries, including payment of applicable maintenance fees, filing of applicable statements
of use, timely response office actions, and disclosure of any required information; (ix) other than as would not reasonably be expected
to have a Material Adverse Effect, all personnel (including founders, current and former employees, consultants, contractors, representatives,
and agents) involved in the development of Intellectual Property Rights or Intellectual Property Assets for or on behalf of the Company
or any of its subsidiaries have signed written and enforceable confidentiality and invention assignment agreements with the Company or
any of its subsidiaries pursuant to which the Company or any of its subsidiaries either (A) has obtained sole and exclusive ownership
of such Intellectual Property Rights or Intellectual Property Assets, or (B) has obtained a valid right to exploit such Intellectual
Property Rights or Intellectual Property Assets, sufficient for the conduct of the business as currently conducted and as proposed to
be conducted as described in the Pricing Prospectus and the Prospectus; (x) to the Company’s knowledge, the Company and its subsidiaries
have complied with the terms of each agreement pursuant to which Intellectual Property Rights or Intellectual Property Assets have been
licensed to the Company and its subsidiaries; and (xi) the parties prosecuting such applications have complied with their duty of candor
and disclosure to the United States Patent and Trademark Office (“USPTO”) in connection with such applications, and the Company
is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant
of a patent in connection with any such application or could form the basis of a finding of invalidity with respect to any patents that
have issued with respect to such applications;
(oo)
Except as described in the Registration Statement, the Pricing Prospectus and the Prospectus, the Company (collectively with its
subsidiaries): (i) has operated and currently operates its business in compliance in all material respects with applicable provisions
of the Health Care Laws (as defined below) of the Food and Drug Administration (“FDA”), the Department of Health and Human
Services and any comparable foreign or other regulatory authority to which they are subject (collectively, the “Applicable Regulatory
Authorities”) applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage,
import, export or disposal of any of the Company’s or its subsidiaries’ product candidates or any product manufactured or
distributed by the Company; (ii) has not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter
or other correspondence or written notice from any court or arbitrator or governmental or regulatory authority alleging or asserting
non-compliance with (A) any Health Care Laws or (B) any licenses, certificates, approvals, clearances, exemptions, authorizations, permits
and supplements or amendments thereto required by any such Health Care Laws (“Regulatory Authorizations”); (iii) possesses
all Regulatory Authorizations required to conduct its business as currently conducted, except where the failure to possess the same would
not, individually or in the aggregate, have a Material Adverse Effect, and such Regulatory Authorizations are valid and in full force
and effect and the Company is not in violation, in any material respect, of any term of any such Regulatory Authorizations; (iv) has
not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action
from the Applicable Regulatory Authorities or any other third party alleging that any product of the Company is in material violation
of any Health Care Laws or Regulatory Authorizations and has no knowledge that the Applicable Regulatory Authorities or any other third
party
is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (v) has not received written notice
that any of the Applicable Regulatory Authorities has taken, is taking or intends to take action to limit, suspend, modify or revoke
any material Regulatory Authorizations and has no knowledge that any of the Applicable Regulatory Authorities is considering such action;
(vi) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions
and supplements or amendments as required by any Health Care Laws or Regulatory Authorizations and that all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on the
date filed (or were materially corrected or supplemented by a subsequent submission); (vii) is not a party to and does not have any ongoing
reporting obligations pursuant to any corporate integrity agreements, deferred prosecution agreements, monitoring agreements, consent
decrees, settlement orders, plans of correction or similar agreements with or imposed by any Applicable Regulatory Authority; and (viii)
along with its employees, officers, executive directors and non-executive directors, has not been excluded, suspended or debarred from
participation in any government health care program or human clinical research and, to the knowledge of the Company, is not subject to
a governmental inquiry, investigation, proceeding, or other similar action that would reasonably be expected to result in debarment,
suspension, or exclusion; as used in this Agreement, the term “Health Care Laws” shall mean Title XVIII of the Social Security
Act, 42 U.S.C. §§ 1395-1395hhh (the Medicare statute); Title XIX of the Social Security Act, 42 U.S.C. §§ 1396-1396v
(the Medicaid statute); the Federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b); the civil False Claims Act, 31 U.S.C. §§
3729 et seq.; the criminal False Claims Act, 42 U.S.C. 1320a-7b(a); any criminal laws relating to health care fraud and abuse, including
but not limited to 18 U.S.C. Sections 286 and 287; the Civil Monetary Penalties Law, 42 U.S.C. §§ 1320a-7a and 1320a-7b; the
Physician Payments Sunshine Act, 42 U.S.C. § 1320a-7h; the Exclusion Statute, 42 U.S.C. § 1320a-7; the Federal Food, Drug,
and Cosmetic Act, 21 U.S.C. §§ 301 et seq.; the Public Health Service Act, 42 U.S.C. §§ 201 et seq.; the regulations
promulgated pursuant to such laws; and any similar federal, state and local laws and regulations;
(pp)
Except as described in the Registration Statement, the Pricing Prospectus and the Prospectus, the pre-clinical studies and clinical
trials conducted by or, to the knowledge of the Company, on behalf of or sponsored by the Company, or in which the Company has participated
that are described in the Registration Statement, the Pricing Prospectus or the Prospectus or the results of which are referred to in
the Registration Statement, the Pricing Prospectus or the Prospectus, as applicable, were, and if still pending are, being conducted
in all material respects in accordance with standard medical and scientific research standards and procedures for products or product
candidates comparable to those being developed by the Company and all applicable statutes and all applicable rules and regulations of
the Applicable Regulatory Authorities and current Good Clinical Practices and Good Laboratory Practices; the descriptions in the Registration
Statement, the Pricing Prospectus and the Prospectus of the results of such studies and trials are, to the knowledge of the Company,
accurate and complete in all material respects and fairly present the data derived therefrom; the Company has no knowledge of any other
studies or trials not described in the Registration Statement, the Pricing Prospectus and the Prospectus the results of which are inconsistent
with or which the Company reasonably believes call into question the results described or referred to in the Registration Statement,
the Pricing Prospectus and the Prospectus; the Company has not received any written notices or correspondence from the Applicable Regulatory
Authorities or any other governmental agency requiring or threatening the termination, modification or suspension of any pre-clinical
studies or clinical trials that are described in the Registration Statement, the Pricing Prospectus and the Prospectus or the results
of which are referred to in the Registration Statement, the Pricing Prospectus or the Prospectus other than ordinary course communications
with respect to modifications in connection with the design and
implementation
of such studies or trials, and, to the Company’s knowledge, there are no reasonable grounds for the same;
(qq)
The Company is not required to register as a “broker” or “dealer” in accordance with the provisions of
the Exchange Act and does not, directly or indirectly through one or more intermediaries, control or have any other association with
(within the meaning of Article I of the By-laws of FINRA) any member firm of FINRA; no relationship, direct or indirect, exists between
or among the Company, on the one hand, and the executive directors, non-executive directors, officers or shareholders of the Company,
on the other hand, which is required by the rules of FINRA to be described in the Registration Statement, the Pricing Prospectus and
the Prospectus, which is not so described;
(rr)
Neither the sale and delivery of the Shares nor the application of the proceeds thereof by the Company as described in the Pricing
Prospectus and Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation
of such Board of Governors;
(ss)
The board of directors of the Company has determined in good faith that each member of its Audit Committee satisfies the Nasdaq
and Commission independence standards applicable to the Company;
(tt)
Neither the Company nor, to the Company’s knowledge, any of its affiliates (within the meaning of Rule 144 under the Act)
has, prior to the date hereof, made any offer or sale of any securities which could be “integrated” (within the meaning of
the Act) with the offer and sale of the Shares hereunder;
(uu)
No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included or incorporated
by reference in any of the Registration Statement, the Pricing Prospectus or the Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith;
(vv)
Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related
data included in each of the Registration Statement, the Pricing Prospectus and the Prospectus is not based on or derived from sources
that are reliable and accurate in all material respects;
(ww)
Except as described in the Pricing Prospectus and the Prospectus, the information technology assets and equipment, computers,
systems, networks, hardware, software, websites, applications and databases owned by, or leased or licensed to, the Company or any of
its subsidiaries (collectively, “IT Systems”), to the knowledge of the Company, are adequate for, and operate and perform
in all material respects as required in connection with, the operation of the business of the Company and its subsidiaries as currently
conducted, and to the Company’s knowledge are free and clear of all material bugs, errors, defects, Trojan horses, time bombs,
malware and other corruptants; the Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies,
procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy
and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data of
their respective customers, employees, suppliers, vendors and any third-party data maintained by or on behalf of them (“Personal
Data”)) used in connection with their businesses; to the knowledge of the Company, there have been no material breaches, violations,
outages, unauthorized uses of, accesses to or other compromise of or relating to any of
the
Company’s or any of its subsidiaries’ Personal Data or IT Systems, except for those that have been remedied without material
cost or liability or the duty to notify any third party; there are no material incidents under internal review or investigations relating
to any security breach or other compromise of the Company’s or any of its subsidiaries’ Personal Data or IT Systems and the
Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected
to result in, any security breach or other compromise to their IT Systems or Personal Data; the Company and its subsidiaries have implemented
commercially reasonable backup and disaster recovery technology consistent with industry standards and practices; and the Company and
its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations
of any court or arbitrator or governmental or regulatory authority and internal policies, procedures and contractual obligations relating
to the security of IT Systems and the privacy, collection, use, transfer, storage, protection, disposal or disclosure of Personal Data
and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification;
(xx)
There are no debt securities, convertible securities or preferred shares issued or guaranteed by the Company or any of its subsidiaries
that are rated by a “nationally recognized statistical rating organization”, as such term is defined in Section 3(a)(62)
under the Exchange Act (a “Rating Organization”);
(yy)
Neither the Company nor any of its subsidiaries or their respective properties or assets has immunity under Dutch, German, U.S.
federal or New York state law from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit
or proceeding, from set-off or counterclaim, from the jurisdiction of any Dutch, German, U.S. federal or New York state court, from service
of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or
other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court with respect to
their respective obligations, liabilities or any other matter under or arising out of or in connection herewith; and, to the extent that
the Company or any of its subsidiaries or any of their respective properties, assets or revenues may have or may hereafter become entitled
to any such right of immunity in any such court in which proceedings arising out of, or relating to the transactions contemplated by
this Agreement, may at any time be commenced, the Company has, pursuant to Section 18
of this Agreement, waived, and it will waive, or will cause its subsidiaries to waive, such right to the extent permitted by law;
(zz)
Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the
State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against the Company based upon
this Agreement would generally be declared enforceable against the Company by the courts of the Netherlands, without reconsideration
or reexamination of the merits;
(aaa)
The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of
the Netherlands and subject to the provisions of Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June
2008 relating to the law applicable to contractual obligations (Rome I), will be given effect to by the courts of the Netherlands, subject
to the restrictions described under the caption “Enforcement of Judgments” in the Registration Statement, the Pricing Prospectus
and the Prospectus; the Company has the power to submit, and pursuant to Section 18
of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and
United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue
of any suit, action or proceeding brought in such court;
(bbb)
The indemnification and contribution provisions set forth in Sections 9
and 22 hereof do not contravene Dutch law or public policy;
(ccc)
Subject to the qualifications and assumptions described in the Registration Statement and the Prospectus, the Company believes
that it was not a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the Code for its
most recently completed taxable year and the Company does not expect to be a PFIC for the current tax year;
(ddd)
The legality, validity, enforceability or admissibility into evidence of any of the Registration Statement, the Pricing Disclosure
Package, the Prospectus, this Agreement or the Shares in any jurisdiction in which the Company is organized or does business is not dependent
upon such document being submitted into, filed or recorded with any court or other authority in any such jurisdiction (other than court
filings in the ordinary course of proceedings) on or before the date that this representation is made or that any tax, imposition or
charge (other than court fees or similar documentary tax payable in the ordinary course of proceedings) be paid in any such jurisdiction
on or in respect of any such document;
(eee)
A holder of the Shares and each Underwriter are each entitled to sue as plaintiff in the court of the jurisdiction of formation
and domicile of the Company for the enforcement of its respective rights under this Agreement and the Shares and such access to such
courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in
such jurisdiction except that plaintiffs not residing in the Netherlands may be required to guarantee payment of a possible order for
payment of costs or damages at the request of the defendant; provided, however, that the enforcement in the Netherlands of foreign judgements
and arbitral awards is subject to the provisions of the Netherlands Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering);
and
(fff)
The Company is a “foreign private issuer” as defined in Rule 405 under the Act.
2. Subject
to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per Share of $8.695, the number of
Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the
Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each
of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase
price per share set forth in clause a of this Section 2 (provided that the purchase price per Optional Share shall be reduced by an
amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on
the Optional Shares), that portion of the number of Optional Shares as to which such election shall have been exercised (to be
adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the
numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the
name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the
Underwriters are entitled to purchase hereunder.
The
Company hereby grants to the Underwriters the right to purchase at their election up to 2,437,500 Optional Shares, at the purchase price
per share set forth in the paragraph above, provided that the purchase price per Optional Share shall be reduced by an amount per share
equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares.
Any such election to purchase Optional Shares may be exercised only by written notice from you to the
Company,
given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to
be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First
Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later
than ten business days after the date of such notice.
3.
Upon the authorization by you of the release of the Shares, the several Underwriters propose to offer the Shares for sale upon
the terms and conditions set forth in the Pricing Prospectus and the Prospectus.
4.
(a) The Shares to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations
and registered in such names as the Representatives may request upon at least 24 hours’ prior notice to the Company shall be delivered
by or on behalf of the Company to the Representatives, through the facilities of the Depository Trust Company (“DTC”), for
the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer
of Federal (same-day) funds to the account specified by the Company to the Representatives at least 24 hours in advance. The time and
date of such delivery and payment for the Firm Shares shall be 9:30 a.m., New York City time, on October 15, 2024 or such other time
and date as the Representatives and the Company may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York
time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election
to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree upon in writing. Such
time and date for delivery of the Firm Shares is herein called the “First Time of Delivery,” such time and date for delivery
of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such
time and date for delivery is herein called a “Time of Delivery.” Any payment by or on behalf of any Underwriter of a purchase
price for any Shares pursuant to this Agreement shall, for Dutch law purposes, be deemed to be, and applied as, a payment on such Shares.
Notwithstanding anything to the contrary herein, in no event shall the purchase price of any Share pursuant to this Agreement be less
than the nominal value of such Share.
(b)
The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8
hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(k)
hereof, will be delivered at the offices of Covington & Burling LLP, The New York Times Building, 620 Eighth Avenue, New York, NY
10018 (the “Closing Location”), and the Shares will be delivered at the office of DTC or its designated custodian, all at
such Time of Delivery. A meeting will be held at the Closing Location on the Business Day next preceding such Time of Delivery, at which
meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties
hereto. “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in New York are generally authorized or obligated by law or executive order to close.
5.
The Company agrees with each of the Underwriters:
(a) To
prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than
the Commission’s close of business on the second Business Day following the date of this Agreement or such earlier time as may
be required under the Act; to make no further amendment or any supplement to the Registration Statement, the Basic Prospectus or the
Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise
you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or
becomes effective
or any amendment or supplement to the Prospectus has been filed and to furnish you with
copies
thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act
within the time required by such Rule; to file promptly all reports and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act)
is required in connection with the offering or sale of the Shares; to advise you, promptly after it receives notice thereof, of the issuance
by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus
in respect of the Shares, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of the Shares for offering or sale
in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for
the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the
issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending
any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in the event of any such issuance
of a notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a
new registration statement, at its own expense, as may be necessary to permit offers and sales of the Shares by the Underwriters (references
herein to the Registration Statement shall include any such amendment or new registration statement);
(b)
To use its commercially reasonable efforts, in cooperation with the Representatives, to qualify the Shares for offering and sale,
or to obtain an exemption for the Shares to be offered and sold, under the applicable securities laws of such states and other jurisdictions
(domestic or foreign) as the Representatives may designate and to maintain such qualifications and exemptions in effect for so long as
required for the distribution of the Shares (but in no event for less than one year from the date of this Agreement); provided, however,
that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as
a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business
in any jurisdiction in which it is not otherwise so subject; in each jurisdiction in which the Shares have been so qualified or exempt,
the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification
or exemption, as the case may be, in effect for so long as required for the distribution of the Shares (but in no event for less than
one year from the date of this Agreement);
(c)
If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal
Date”), any of the Shares remain unsold by the Underwriters, the Company will, prior to the Renewal Date, file a new shelf registration
statement or, if applicable, an automatic shelf registration statement relating to the Shares, in a form satisfactory to the Representatives
and their counsel, and, if such registration statement is not an automatic shelf registration statement, will use its best efforts to
cause such registration statement to be declared effective within 180 days after the Renewal Date; the Company will take all other reasonable
actions necessary or appropriate to permit the public offer and sale of the Shares to continue as contemplated in the expired registration
statement and this Agreement; from and after the effective date thereof, references herein to the “Registration Statement”
shall include such new shelf registration statement or such new automatic shelf registration statement, as the case may be;
(d)
Prior to 10:00 a.m., New York City time, on the second Business Day next succeeding the date of this Agreement and from time to
time, to furnish the Underwriters with
written
and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a
prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration
of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any
event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered,
not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to
file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act or the Exchange
Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each Underwriter and to any
dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or
a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is
required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of
any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of
such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or
supplemented Prospectus complying with Section 10(a)(3) of the Act; provided, however, that the Company shall not be required to furnish
any document (other than such Prospectus) to the extent such document is available on the Commission’s Electronic Data Gathering
Analysis and Retrieval System;
(e)
To make generally available to its security holders as soon as practicable, but in any event not later than sixteen months after
the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and
its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission
thereunder (including, at the option of the Company, Rule 158);
(f)
During the period beginning from the date hereof and continuing to and including the date 60 days after the date of the Prospectus
(the “Lock-up Period”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale
or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating
to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants
to purchase Ordinary Shares or any securities that are convertible into or exchangeable for, or that represent the right to receive,
Ordinary Shares or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition
or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership
of Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii)
above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise (other than the Shares to be sold
hereunder or pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities
outstanding as of, the date of this Agreement), without your prior written consent; provided, however, that such restrictions will not
be required in connection with (t) issuance of the Shares being offered in this offering; (u) issuances of Ordinary Shares upon the exercise
of an option or warrant or the conversion of or exchange for a security outstanding as of the date hereof and described in the Prospectus;
(v) issuances to a third party or a group of third parties of Ordinary Shares or securities convertible into or exercisable or exchangeable
for Ordinary Shares in connection with a merger, acquisition or other strategic or commercial relationship and the filing of a single
registration statement, prospectus or prospectus
supplement
for the registration of the resale of such Ordinary Shares, provided that the aggregate number of Ordinary Shares issued or issuable
under this clause (v) shall not exceed 5% of the total number of Ordinary Shares issued and outstanding immediately following the First
Time of Delivery; (w) issuances, grants and settlements of Ordinary Shares or options to purchase Ordinary Shares or other securities
granted pursuant to employee benefit plans existing as of the date hereof and described in the Prospectus; (x) the filing of any registration
statement on Form S-8 in respect of any employee benefit plan in effect on the date hereof and described in the Prospectus; (y) facilitating
the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the
transfer of Ordinary Shares during the Lock-up Period and no public announcement or filing under the Exchange Act is required or voluntarily
made in connection with such plan; and (z) the filing of a registration statement, prospectus or prospectus supplement for the registration
of Ordinary Shares issuable upon the exercise of warrants outstanding on the date hereof and described in the Prospectus;
(g)
To pay the required Commission filing fees relating to the Shares within the time required by Rules 456(b) and 457(r) under the
Act;
(h)
[Reserved];
(i)
To use the net proceeds received by it from the sale of the Shares in the manner specified in the Pricing Prospectus under the
caption “Use of Proceeds”;
(j)
To use its commercially reasonable efforts to cause the Shares, if and when issued, to be listed on Nasdaq;
(k)
[Reserved];
(l)
To not, directly or indirectly, and cause its officers, executive directors, non-executive directors and subsidiaries not to take
any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation
of the price of any security of the Company in connection with the offering of the Shares;
(m)
To use its best efforts to comply with all requirements imposed upon it by the Act and the Exchange Act as from time to time in
force, so far as necessary to permit the offer and sale of the Shares as contemplated by the provisions hereof and the Pricing Prospectus
and Prospectus; and
(n)
To maintain, at its sole expense, a transfer agent and registrar for the Ordinary Shares.
6. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make
any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act;
each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will
not make any offer relating to the Shares that would constitute a free writing prospectus required to be filed with the Commission; any
such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II(a)
hereto;
(b)
The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing
Prospectus, including timely filing with the Commission or retention where required and legending;
(c)
The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters Communication
any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication would
conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives,
will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, Written Testing-the-Waters Communication
or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall
not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with the Underwriter
Information;
(d)
The Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Testing-the-Waters
Communications, other than Testing-the-Waters Communications with the prior consent of the Representatives with entities that the Company
reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors
as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act; and (ii) it has not distributed, or authorized any other
person to distribute, any Written Testing-the-Waters Communications, other than those distributed with the prior consent of the Representatives
that are listed on Schedule II(d) hereto; and the Company reconfirms that the Underwriters have been authorized to act on its behalf
in engaging in Testing-the-Waters Communications; and
(e)
Each Underwriter represents and agrees that any Written Testing-the-Waters Communications undertaken by it were with entities
that are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined
in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act.
7.
The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares
under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement,
the Basic Prospectus, any Preliminary Prospectus, any Written Testing-the-Waters Communication, any Issuer Free Writing Prospectus and
the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers;
(ii) the cost of printing or producing this Agreement, closing documents (including any compilations thereof) and any other documents
in connection with the offering, purchase, sale and delivery of the Shares; (iii) reasonable and documented expenses incurred in connection
with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b)
hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification
and in connection with the Blue Sky survey(s) up to a maximum of $10,000; (iv) any filing fees incident to, and the fees and disbursements
of counsel for the Underwriters in connection with, determining the offering’s compliance with FINRA’s rules and any required
reviews by FINRA of the terms of the sale of the Shares up to a maximum of $25,000; (v) the cost of preparing the Shares; (vi) the cost
and charges of any transfer agent or registrar or dividend disbursing agent; (vii) all fees and expenses in connection with listing the
Shares on Nasdaq; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 9
and 12 hereof, the Underwriters will pay all of their
own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Shares by them, and any advertising
expenses connected with any offers they may make.
8.
The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in
their discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as
of the Applicable Time and such Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:
(a)
The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period
prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a)
hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission
within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Act shall have
been initiated or threatened by the Commission; no notice of objection of the Commission to the use of the Registration Statement or
any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received by the Company; no stop order
suspending or preventing the use of the Pricing Prospectus, Prospectus or any Issuer Free Writing Prospectus shall have been initiated
or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with
to your reasonable satisfaction;
(b)
Covington & Burling LLP, counsel for the Underwriters, shall have furnished to you such written opinion and negative assurance
letter, dated such Time of Delivery in form and substance satisfactory to you, and such counsel shall have received such papers and information
as they may reasonably request to enable them to pass upon such matters;
(c)
Davis Polk & Wardwell LLP, counsel for the Company, shall have furnished to you their written opinion and negative assurance
letter (a form of such opinion and negative assurance letter is attached as Annex I(a) hereto), dated such Time of Delivery, in form
and substance satisfactory to you;
(d)
NautaDutilh N.V., Dutch counsel for the Company, shall have furnished to you their written opinion (a form of such opinion is
attached as Annex I(b) hereto), dated such Time of Delivery, in form and substance satisfactory to you;
(e)
McBee Moore & Vanik IP, LLC, intellectual property counsel for the Company, shall have furnished to you their written opinion
(a form of such opinion is attached as Annex I(c) hereto), dated such Time of Delivery, in form and substance satisfactory to you;
(f)
On the date of the Prospectus, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the
Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft, shall have furnished to you a letter or letters, dated the respective dates of delivery thereof,
in form and substance satisfactory to you;
(g)
Except as disclosed or contemplated in the Pricing Prospectus, there shall not have been (x) any material adverse change, on a
consolidated basis, in the authorized share capital of the Company; (y) any Material Adverse Effect or any development that would reasonably
be expected to result in a Material Adverse Effect, the effect of which, in the case of each of (i) and (ii), in the judgment of the
Representatives (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable
or inadvisable to proceed with the
offering
or delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus
and the Prospectus;
(h)
On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or limitation in trading
in securities generally on Nasdaq; (ii) a suspension or limitation in trading in the Ordinary Shares on Nasdaq; (iii) a general banking
moratorium shall have been declared by either United States federal or New York authorities or a material disruption in commercial banking
or securities settlement or clearance services in the United States; (iv) any outbreak or escalation of national or international hostilities
or (v) the occurrence of any other crisis or calamity, or any change in the United States or international political, financial or economic
condition, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable
to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner
contemplated in the Pricing Prospectus and the Prospectus;
(i)
The Ordinary Shares shall not have been delisted from Nasdaq;
(j)
The Company shall have complied with the provisions of Section 5(d)
hereof with respect to the furnishing of prospectuses on the second Business Day next succeeding the date of this Agreement;
(k)
The Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company
satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery,
as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to
the matters set forth in subsections (a) and (g)
of this Section and as to such other matters as you may reasonably request;
(l)
The Company shall have furnished to you, on the date hereof and at such Time of Delivery, a certificate of the Chief Financial
Officer of the Company in form and substance satisfactory to you; and
(m)
The Company shall have obtained and delivered to the Underwriters executed copies of an agreement from each officer, executive
director and non-executive director of the Company listed on Schedule III hereto, substantially to the effect set forth in Annex II hereto
in form and substance satisfactory to you.
9.
(a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment
or supplement thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”),
any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any Testing-the-Waters Communication,
or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in
the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment
or supplement thereto, or any Issuer Free Writing Prospectus or any Testing-the-Waters Communication, in reliance upon and in conformity
with the Underwriter Information.
(b)
Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the
Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement
thereto, or any Issuer Free Writing Prospectus, or any roadshow or any Testing-the-Waters Communication, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus
or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow or any Testing-the-Waters
Communication, in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are
incurred. As used in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information”
shall mean the written information furnished to the Company by such Underwriter through the Representatives expressly for use therein;
it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information
in the Prospectus furnished on behalf of each Underwriter: the concession figure appearing in the sixth paragraph under the caption “Underwriting”,
and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting”.
(c)
Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify
the indemnifying party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve
it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify
the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding
paragraphs of this Section 9. In case any such action
shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection
for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection
with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened
action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is
an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release
of
the
indemnified party from all liability arising out of such action or claim and (ii) does not include any statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of any indemnified party.
(d)
If the indemnification provided for in this Section 9
is unavailable to or insufficient to hold harmless an indemnified party under subsection (a)
or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other
from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable
law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters
on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions
in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one
hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in
each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this subsection (d)
were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations referred to above in this subsection (d).
The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this subsection (d),
no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten
by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d)
to contribute are several in proportion to their respective underwriting obligations and not joint.
(e)
The obligations of the Company under this Section 9
shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each
employee, officer and director of each Underwriter, each person, if any, who controls any Underwriter within the meaning of the Act and
each broker-dealer or other affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9
shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each employee, officer, executive director and non-executive director of the Company and to each person, if any, who controls
the Company within the meaning of the Act.
10.
(a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time
of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained
herein. If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the
Company shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory
to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that
you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares,
you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements,
and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under
this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.
(b)
If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you
and the Company as provided in subsection (a) above, the
aggregate number of such Shares which remains unpurchased does not exceed one eleventh of the aggregate number of all the Shares to be
purchased at such Time of Delivery, then the Company shall have the right to require each non defaulting Underwriter to purchase the
number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non defaulting
Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the
Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve
a defaulting Underwriter from liability for its default.
(c)
If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you
and the Company as provided in subsection (a) above, the
aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate number of all the Shares to be purchased
at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b)
above to require non defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or,
with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional
Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses
to be borne by the Company and the Underwriters as provided in Section 7
hereof and the indemnity and contribution agreements in Section 9
hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
11.
The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company
and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement,
shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any director, officer, employee, affiliate or controlling person of any Underwriter, or the Company, or any employee,
officer, executive director or non-executive director or controlling person of the Company, and shall survive delivery of and payment
for the Shares.
12.
If this Agreement shall be terminated pursuant to Section 10
hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 7
and 9 hereof; but, if for any other reason, any Shares are
not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through you for all out
of pocket expenses approved in writing by you,
including
fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery
of the Shares not so delivered, but the Company shall then be under no further liability to any Underwriter except as provided in Sections
7 and 9
hereof.
13.
In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act
and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you.
All
statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by
mail or facsimile transmission to you as the Representatives at Jefferies LLC and Jefferies GmbH, 520 Madison Avenue, New York, NY 10022,
Attention: General Counsel, Facsimile: (646) 619-4437; BofA Securities, Inc., One Bryant Park, New York, NY 10036, email: dg.ecm_execution_services@bofa.com,
Attention: Syndicate Department, with a copy to dg.ecm_legal@bofa.com, Attention: ECM Legal; Leerink Partners LLC, 1301 Avenue of the
Americas, 12th Floor, New York, NY 10019, Attention: Stuart R. Nayman, Esq., Facsimile: (646) 499-7051; with a copy (which shall not
constitute notice) to Covington & Burling LLP, The New York Times Building, 620 Eighth Avenue, New York, NY 10018, Attention: Matthew
T. Gehl, Facsimile: (646) 441-9111; and if to the Company shall be delivered or sent by mail or facsimile transmission to 72076 Tübingen,
Federal Republic of Germany, Attention: Secretary; with copies (which shall not constitute notice) to Davis Polk & Wardwell LLP,
450 Lexington Avenue, New York, NY 10017, Attention: Yasin Keshvargar, Facsimile: (212) 701-5839 and NautaDutilh N.V., Beethovenstraat
400, 1082 PR Amsterdam, Attention: Paul van der Bijl; provided, however, that any notice to an Underwriter pursuant to Section 9(c)
hereof shall be delivered or sent by mail or facsimile transmission to such Underwriter at its address set forth in its Underwriters’
Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by you upon request. Any such
statements, requests, notices or agreements shall take effect upon receipt thereof.
In
accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters
are required to obtain, verify and record information that identifies their respective clients, including the Company, which information
may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly
identify their respective clients.
14.
This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided
in Section 9 hereof, the employees, officers and directors
of the Company and each person who controls the Company or any Underwriter, or any director, officer, employee, or affiliate of any Underwriter,
and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under
or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
15.
Time shall be of the essence of this Agreement.
16.
The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length
commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith
and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the
Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering
contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the
Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) the
Company has
consulted
its own legal and financial advisors to the extent it deemed appropriate, and (v) none of the activities of the Underwriters in connection
with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters
with respect to any entity or natural person. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered
advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or
the process leading thereto.
17.
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters,
or any of them, with respect to the subject matter hereof.
18.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New
York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any of the transactions contemplated
hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum, or that the
venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy (certified or registered mail, return receipt requested)
to such party at the address in effect for notices under Section 13
of this Agreement and agrees that such service shall constitute good and sufficient notice of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The Company hereby irrevocably
appoints Edward A. Sturchio of Immatics US, Inc., which currently maintains an office at 13203 Murphy Rd., Suite 100, Stafford, Texas
77477 as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may
be instituted in any state or federal court in the Borough of Manhattan in the City of New York, United States of America. To the extent
that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court of (i) the Netherlands,
(ii) the United States or the State of New York, (iii) any jurisdiction in which it owns or leases property or assets or from any legal
process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise)
with respect to itself or its respective property and assets or this Agreement, the Company hereby irrevocably waives such immunity in
respect of its obligations under this Agreement to the fullest extent permitted by applicable law.
19.
The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
20.
Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons U.S. federal and state tax
treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses)
provided to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However,
any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply)
to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited
to any facts that may be relevant to that treatment.
21.
This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered
via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
22.
Currency Provisions.
(a)
The Company agrees to indemnify each Underwriter, each employee, officer and director of each Underwriter and each person, if
any, who controls any Underwriter within the meaning of the Act and each broker-dealer or other affiliate of any Underwriter, against
any loss incurred as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being
expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any variation as between
(i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or
order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the judgment
currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation
of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate
of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the
relevant currency.
(b)
The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issue tax, including any
interest and penalties, on the issue and sale of the Shares by the Company to the Underwriters and on the execution and delivery of this
Agreement. All payments made by the Company under this Agreement shall be made free and clear of any withholding or deduction for or
on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (including any amounts that
result from the payment of fees, compensation or reimbursement of costs contemplated by this Agreement) imposed or levied by or on behalf
of the Netherlands or by any department, agency or other political subdivision or any taxing authority thereof or therein, and all interest,
penalties or similar liabilities with respect thereto (collectively, “Dutch Taxes”), unless such deduction or withholding
is required by law. If any Dutch Taxes are required by law to be deducted or withheld by the Company in connection with such payment
or repurchase, the Company will increase the amount to be paid to the applicable Underwriter so that the full amount of such payment
is received by such Underwriter; provided that the Company will not be required to pay any such additional amounts to the extent that
the obligation to withhold or deduct any amounts arises as a result of any present or former connection between such Underwriter and
the relevant jurisdiction other than any such connection arising solely as a result of the transaction described in this Agreement.
23.
Recognition of the U.S. Special Resolution Regimes.
(a)
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to
the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest
and obligation, were governed by the laws of the United States or a state of the United States.
(b)
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
(c)
As used in this section:
“BHC
Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12
U.S.C. § 1841(k).
“Covered
Entity” means any of the following:
(i)
a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii)
a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii)
a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2
or 382.1, as applicable.
“U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)
Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
24.
Contractual Recognition of EU Bail-in.
(a)
Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding
between any of the parties hereto, the Company acknowledges and accepts that a EU BRRD Liability arising under this Agreement may be
subject to the exercise of EU Bail-in Powers by the Relevant EU Resolution Authority, and acknowledges, accepts and agrees to be bound
by
(i)
the effect of the exercise of EU Bail-in Powers by the Relevant EU Resolution Authority in relation to any EU BRRD Liability of
any Underwriter to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some
combination thereof:
(A)
the reduction of all, or a portion, of the EU BRRD Liability or outstanding amounts due thereon;
(B)
the conversion of all, or a portion, of the EU BRRD Liability into shares, other securities or other obligations of the Underwriters
or another person, and the issue to or conferral on the Company of such shares, securities or obligations;
(C)
the cancellation of the EU BRRD Liability; and/or
(D)
the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due,
including by suspending payment for a temporary period; and
(ii)
the variation of the terms of this Agreement, as deemed necessary by the Relevant EU Resolution Authority, to give effect to the
exercise of EU Bail-in Powers by the Relevant EU Resolution Authority.
(b)
For purposes of this Section 24:
“EU
Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time
implements, the EU BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule
from time to time.
“EU
Bail-in Powers” means any EU Write-down and Conversion Powers in relation to the relevant EU Bail-in Legislation.
“EU
BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment
firms, as amended.
“EU
BRRD Liability” means a liability in respect of which the relevant EU Write Down and Conversion Powers in the applicable EU Bail-in
Legislation may be exercised.
“EU
Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association
(or any successor person) from time to time at https://www.lma.eu.com/documents-guidelines/eu-bail-legislation-schedule (or any such
successor webpage).
“EU
Write-down and Conversion Powers” has the meaning given to it in the EU Bail-in Legislation Schedule.
“Relevant
EU Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to a particular
Underwriter.
If
the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each
of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant
to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the signers thereof.
[Signature
page follows]
| |
Very truly
yours, |
| |
|
| |
IMMATICS N.V. |
| |
|
| |
|
| |
By: /s/ Arnd Christ |
| |
Name: Arnd Christ |
| |
Title: Chief Financial
Officer |
| Accepted as of the date hereof: |
| |
| JEFFERIES LLC |
| JEFFERIES GMBH |
| BOFA SECURITIES, INC. |
| LEERINK PARTNERS LLC |
| |
| Acting individually and as Representatives |
| of the several Underwriters named in the attached Schedule I. |
| JEFFERIES LLC |
| |
| |
| By: /s/ Charles Glazer |
| Name: Charles Glazer |
| Title: Managing Director |
| JEFFERIES GMBH |
JEFFERIES
GMBH
|
| |
|
| |
|
| By: /s/ Oliver Diehl |
By:
/s/ Sven Baumann
|
| Name: Oliver Diehl |
Name:
Sven Baumann
|
| Title: Managing Director |
Title:
Managing Director
|
| BOFA SECURITIES, INC. |
| |
| |
| By: /s/ John Bishai |
| Name: John Bishai |
| Title: Managing Director |
| LEERINK PARTNERS LLC |
| |
| |
| By: /s/ Gabriel P. Cavazos |
| Name: Gabriel P. Cavazos |
| Title: Senior Managing Director |
[Signature Page
to Underwriting Agreement]
SCHEDULE I
| Underwriter | |
Number of Firm Shares to be Purchased | |
Maximum Number of Optional Shares Which May be Purchased |
| | |
| |
|
| Jefferies LLC | |
| 5,525,000 | | |
| 828,750 | |
| BofA Securities, Inc. | |
| 5,362,500 | | |
| 804,375 | |
| Leerink Partners LLC | |
| 5,362,500 | | |
| 804,375 | |
| | |
| | | |
| | |
| Total | |
| 16,250,000 | | |
| 2,437,500 | |
SCHEDULE II
| (a) | Issuer Free Writing Prospectuses
not included in the Pricing Disclosure Package: |
None
| (b) | Additional Documents Incorporated
by Reference: |
None
| (c) | Information other than the Pricing
Prospectus that comprise the Pricing Disclosure Package: |
The
initial public offering price per share for the Shares is $9.25.
The
number of Firm Shares purchased by the Underwriters is 16,250,000.
The
number of Optional Shares that may be purchased by the Underwriters is 2,437,500.
| (d) | Written Testing-the-Waters Communications: |
None
SCHEDULE III
| 4. | Carsten Reinhardt,
M.D., Ph.D. |
Exhibit 5.1
| ATTORNEYS • CIVIL LAW NOTARIES
• TAX ADVISERS |
 |
| |
|
Beethovenstraat 400
1082 PR Amsterdam
T +31 20 71 71 000
F +31 20 71 71 111
|
|
Amsterdam, October 15, 2024. |
To the Company:
We have acted as
legal counsel as to Dutch law to the Company in connection with the Offering and the filing of the Registration Statement with the SEC.
This opinion letter is rendered to you in order to be filed with the SEC as an exhibit to the Registration Statement.
Capitalised terms
used in this opinion letter have the meanings set forth in Exhibit A to this opinion letter. The section headings used in this opinion
letter are for convenience of reference only and are not to affect its construction or to be taken into consideration in its interpretation.
This opinion letter
is strictly limited to the matters stated in it and may not be read as extending by implication to any matters not specifically referred
to in it. Nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties, or
other information, contained in any document reviewed by us in connection with this opinion letter.
In rendering the
opinions expressed in this opinion letter, we have reviewed and relied upon drafts of the Reviewed Documents, a draft of the Registration
Statement and pdf copies or drafts, as the case may be, of the Corporate Documents and we have assumed that the Reviewed Documents shall
be entered into for bona fide commercial reasons. We have not investigated or verified any factual matter disclosed to us in the course
of our review.
This opinion letter
sets out our opinion on certain matters of the laws with general applicability of the Netherlands, and, insofar as they are directly
applicable in the Netherlands, of the European Union, as at today's date and as presently interpreted under published authoritative case
law of the Dutch courts, the General Court and the Court of Justice of the European Union. We do not express any opinion on Dutch or
European competition law, data protection law, tax law, securitisation law or regulatory law. No undertaking is assumed on our part to
revise, update or amend this opinion letter in connection with, or to notify or inform you of, any developments and/or changes of Dutch
law subsequent to today's date. We do not purport to opine on the consequences of amendments to the Reviewed Documents, the Registration
Statement or the Corporate Documents subsequent to the date of this opinion letter.
The opinions expressed
in this opinion letter are to be construed and interpreted in accordance with Dutch law. The competent courts at Amsterdam, the Netherlands,
have exclusive jurisdiction to settle any issues of interpretation or liability arising out of or in connection with this opinion letter.
Any legal relationship arising out
All legal relationships
are subject to NautaDutilh N.V.'s general terms and conditions (see https://www.nautadutilh.com/terms), which apply mutatis mutandis
to our relationship with third parties relying on statements of NautaDutilh N.V., include a limitation of liability clause, have been
filed with the Rotterdam District Court and will be provided free of charge upon request. NautaDutilh N.V.; corporate seat Rotterdam;
trade register no. 24338323.
of or in connection with this opinion letter (whether contractual or non-contractual), including the above
submission to jurisdiction, is governed by Dutch law and shall be subject to the general terms and conditions of NautaDutilh. Any liability
arising out of or in connection with this opinion letter shall be limited to the amount which is paid out under NautaDutilh's insurance
policy in the matter concerned. No person other than NautaDutilh may be held liable in connection with this opinion letter.
In this opinion
letter, legal concepts are expressed in English terms. The Dutch legal concepts concerned may not be identical in meaning to the concepts
described by the English terms as they exist under the law of other jurisdictions. In the event of a conflict or inconsistency, the relevant
expression shall be deemed to refer only to the Dutch legal concepts described by the English terms.
For the purposes
of this opinion letter, we have assumed that:
| a. | drafts of documents
reviewed by us will be signed in the form of those drafts, each copy of a document conforms
to the original, each original is authentic, and each signature is the genuine signature
of the individual purported to have placed that signature; |
| b. | if any signature
under any document is an electronic signature (as opposed to a handwritten ("wet ink")
signature) only, the method used for signing is sufficiently reliable; |
| c. | each of the Deed
of Incorporation and the Deed of Conversion is a valid notarial deed; |
| d. | the Registration
Statement became effective upon filing with the SEC in the form reviewed by us; |
| e. | at each Relevant
Moment, (i) Ordinary Shares shall have been admitted for trading on a trading system outside
the European Economic Area comparable to a regulated market or a multilateral trading facility
as referred to in Section 2:86c(1) DCC and (ii) no financial instruments issued by the Company
(or depository receipts for or otherwise representing such financial instruments) have been
admitted to trading on a regulated market, multilateral trading facility or organised trading
facility operating in the European Economic Area (and no request for admission of any such
financial instruments to trading on any such trading venue has been made; |
| f. | (i) no internal
regulations (reglementen) have been adopted by any corporate body of the Company which
would affect the validity of the resolutions recorded in the relevant Resolutions and (ii)
the Current |
Articles
are the Articles of Association currently in force and as they will be in force at each Relevant Moment;
| g. | (i) at each Relevant
Moment, the resolutions recorded in the Resolutions shall be in full force and effect, (ii)
at each Relevant Moment, the factual statements made and the confirmations given in the Resolutions
and in each Deed of Issue shall be complete and correct and (iii) the Resolutions correctly
reflect the resolutions recorded therein; |
| h. | at each Relevant
Moment, the authorised share capital (maatschappelijk kapitaal) of the Company shall
allow for the issuance of the Offer Shares and the Option Shares; |
| i. | the Option (i)
has been validly granted as a right to subscribe for Ordinary Shares (recht tot het nemen
van aandelen), (ii) shall be in full force and effect upon being exercised, and (iii)
shall have been validly exercised in accordance with the terms of the Underwriting Agreement
prior to the issuance of any Option Shares; |
| j. | at each Relevant
Moment, the relevant Deed of Issue shall have been validly signed and executed on behalf
of the Company; |
| k. | the Offering,
to the extent made in the Netherlands, has been, is and will be made in conformity with the
Prospectus Regulation and the rules promulgated thereunder; and |
| l. | at each Relevant
Moment, each of the assumptions made in this opinion letter will be correct in all aspects
by reference to the facts and circumstances then existing. |
Based upon and
subject to the foregoing and subject to the qualifications set forth in this opinion letter and to any matters, documents or events not
disclosed to us, we express the following opinions:
Corporate
Status
| 1. | The Company
has been duly incorporated as a besloten vennootschap met beperkte aansprakelijkheid
and is validly existing as a naamloze vennootschap. |
Offer
Shares and Option Shares
| 2. | Subject to
receipt by the Company of payment in full for the Offer Shares and the Option Shares as provided
for in the Reviewed Documents, and when issued and accepted in accordance with the Resolutions
and the |
Reviewed
Documents, the Offer Shares and the Option Shares shall be validly issued, fully paid and non-assessable.
The opinions expressed
above are subject to the following qualifications:
| A. | Opinion 1
must not be read to imply that the Company cannot be dissolved (ontbonden). A company
such as the Company may be dissolved, inter alia by the competent court at the request of
the company's board of directors, any interested party (belanghebbende) or the public
prosecution office in certain circumstances, such as when there are certain defects in the
incorporation of the company. Any such dissolution will not have retro-active effect. |
| B. | Pursuant to
Section 2:7 DCC, any transaction entered into by a legal entity may be nullified by the legal
entity itself or its liquidator in bankruptcy proceedings (curator) if the objects
of that entity were transgressed by the transaction and the other party to the transaction
knew or should have known this without independent investigation (wist of zonder eigen
onderzoek moest weten). The Dutch Supreme Court (Hoge Raad der Nederlanden) has
ruled that in determining whether the objects of a legal entity are transgressed, not only
the description of the objects in that legal entity's articles of association (statuten)
is decisive, but all (relevant) circumstances must be taken into account, in particular whether
the interests of the legal entity were served by the transaction. Based on the objects clause
contained in the Current Articles, we have no reason to believe that, by entering into the
Reviewed Documents, the Company would transgress the description of the objects contained
in its Articles of Association. However, we cannot assess whether there are other relevant
circumstances that must be taken into account, in particular whether the interests of the
Company are served by entering into the Reviewed Documents since this is a matter of fact. |
| C. | Pursuant to
Section 2:98c DCC, a company such as the Company may grant loans (leningen verstrekken)
only in accordance with the restrictions set out in Section 2:98c DCC, and may not provide
security (zekerheid stellen), give a price guarantee (koersgarantie geven)
or otherwise bind itself, whether jointly and severally or otherwise with or for third parties
(zich op andere wijze sterk maken of zich hoofdelijk of anderszins naast of voor anderen
verbinden) with a view to (met het oog op) the subscription or acquisition by
third parties of shares in its share capital or depository receipts. This prohibition also
applies to its subsidiaries (dochtervennootschappen). It is generally assumed that
a transaction entered into in violation of Section 2:98c DCC is null and void (nietig). |
Based
on the content of the Reviewed Documents, we have no reason to believe that the Company or its subsidiaries will violate Section 2:98c
DCC in connection with the issue of the Offer Shares or the Option Shares. However, we cannot confirm this definitively, since the determination
of whether a company (or a subsidiary) has provided security, has given a price guarantee or has otherwise bound itself, with a view
to the subscription or acquisition by third parties of shares in its share capital or depository receipts, as described above, is a matter
of fact.
| D. | The opinions
expressed in this opinion letter may be limited or affected by: |
| a. | rules
relating to Insolvency Proceedings or similar proceedings under a foreign law and other rules
affecting creditors' rights generally; |
| b. | the provisions
of fraudulent preference and fraudulent conveyance (Actio Pauliana) and similar rights
available in other jurisdictions to insolvency practitioners and insolvency office holders
in bankruptcy proceedings or creditors; |
| c. | claims
based on tort (onrechtmatige daad); |
| d. | sanctions
and measures, including but not limited to those concerning export control, pursuant to European
Union regulations, under the Dutch Sanctions Act 1977 (Sanctiewet 1977) or other legislation; |
| e. | the Anti-Boycott
Regulation, Anti-Money Laundering Laws and related legislation; |
| f. | any intervention,
recovery or resolution measure by any regulatory or other authority or governmental body
in relation to financial enterprises or their affiliated entities; and |
| g. | the rules
of force majeure (niet toerekenbare tekortkoming), reasonableness and fairness (redelijkheid
en billijkheid), suspension (opschorting), dissolution (ontbinding), unforeseen
circumstances (onvoorziene omstandigheden) and vitiated consent (i.e., duress (bedreiging),
fraud (bedrog), abuse of circumstances (misbruik van omstandigheden) and error
(dwaling)) or a difference of intention (wil) and declaration (verklaring). |
| E. | The term "non-assessable"
has no equivalent in the Dutch language and for purposes of this opinion letter such term
should be interpreted to mean that a holder of an Ordinary Share shall not by reason of merely
being such a |
holder
be subject to assessment or calls by the Company or its creditors for further payment on such Ordinary Share.
| F. | This opinion
letter does not purport to express any opinion or view on the operational rules and procedures
of any clearing or settlement system or agency. |
We consent to the
filing of this opinion letter as an exhibit to the Registration Statement and also consent to the reference to NautaDutilh in the Registration
Statement and the Prospectus Supplement under the caption "Legal Matters". In giving this consent we do not admit or imply
that we are a person whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or any rules
and regulations promulgated thereunder.
Sincerely yours,
/s/ NautaDutilh
N.V.
| |
EXHIBIT A |
| |
|
| |
LIST
OF DEFINITIONS |
| |
"Anti-Money Laundering Laws"
|
The European Anti-Money Laundering Directives, as implemented
in the Netherlands in the Money Laundering and Terrorist Financing Prevention Act (Wet ter voorkoming van witwassen en financieren
van terrorisme) and the Dutch Criminal Code (Wetboek van Strafrecht). |
| |
"Anti-Boycott Regulation" |
Regulation (EC) No 2271/96 on protecting against the effects of the
extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom. |
| |
"Articles of Association" |
The Company's articles of association (statuten) as they read
from time to time. |
| |
"Board" |
The Company's board of directors (bestuur). |
| |
"Commercial Register" |
The Dutch Commercial Register (handelsregister). |
| |
"Company" |
Immatics N.V., a public company with limited liability (naamloze
vennootschap), registered with the Commercial Register under number 77595726. |
| |
"Corporate Documents" |
The Deed of Incorporation, the Deed of Conversion, the Current Articles,
the Resolutions, the Registration Statement and the Prospectus Supplement. |
| |
"Current Articles" |
The Articles of Association as contained in the Deed of Conversion
and as they read as of July 1, 2021 pursuant to the transitional provision previously included in the Articles of Association as
article 51. |
| |
"DCC" |
The Dutch Civil Code (Burgerlijk Wetboek). |
| |
"Deed of Conversion" |
The deed of conversion and amendment to the Articles of Association
dated July 1, 2020. |
| |
"Deed of Incorporation" |
The Company's deed of incorporation (akte van oprichting)
dated March 10, 2020. |
| |
"Deed of Issue"
|
The draft deed of issue of the Offer Shares or Option Shares, as the
case may be, prepared by us with references 82045201 M 55978281 and 82045201 M 55978293 respectively. |
| |
"Dutch Bankruptcy Code" |
The Dutch Bankrupcty Code (Faillissementswet). |
| |
"General Meeting" |
The Company's general meeting (algemene vergadering). |
| |
"Insolvency Proceedings" |
Any insolvency proceedings within the meaning of Regulation (EU) 2015/848
on insolvency proceedings (recast), listed in Annex A thereto and any statutory proceedings for the restructuring of debts (akkoordprocedure)
pursuant to the Dutch Bankruptcy Code. |
| |
"NautaDutilh" |
NautaDutilh N.V. |
| |
"the Netherlands" |
The European territory of the Kingdom of the Netherlands and "Dutch"
is in or from the Netherlands. |
| |
"Offer Shares" |
16,250,000 Ordinary Shares. |
| |
"Offering" |
The offering of Ordinary Shares as contemplated by the Prospectus Supplement. |
| |
"Option" |
The option to acquire Option Shares granted to the Underwriters pursuant
to the Underwriting Agreement and the Resolutions. |
| |
"Option Shares" |
Up to 2,437,500 Ordinary Shares or such lesser number of Ordinary Shares
in respect of which the Option is exercised. |
| |
"Ordinary Shares" |
Ordinary shares in the Company's capital, with a nominal value of EUR
0.01 each. |
| |
"Prospectus Regulation" |
Regulation (EU) 2017/1129 on the prospectus to be published when securities
are offered to the public or admitted to trading on a regulated |
| |
|
market. |
| |
"Prospectus Supplement" |
The prospectus
supplement to the Registration Statement filed or to be filed with the SEC in the form reviewed by us.
|
| |
"Registration Statement" |
The Company's registration statement on Form F-3 under the U.S. Securities
Act of 1933, as amended, as filed by the Company with the SEC and became effective upon filing on October 10, 2024. |
| |
"Relevant Moment" |
Each time when Offer Shares or Option Shares are
issued pursuant to the execution of a Deed of Issue. |
| |
"Resolutions" |
Each
of the following:
|
| |
a. |
the minutes, convening notice and explanatory
notes of the General Meeting dated June 20, 2024; |
| |
b. |
the written resolution of the Board, dated October
9, 2024; and |
| |
c. |
the written resolution of the pricing committee established by the Board,
dated October 10, 2024. |
| |
"Reviewed Documents" |
Each Deed of Issue and the Underwriting Agreement. |
| |
"SEC" |
The United States Securities and Exchange Commission. |
| |
"Underwriters" |
The Underwriters, as defined in the Underwriting Agreement. |
| |
"Underwriting Agreement" |
The underwriting agreement between the Company and the Underwriters
in connection with the Offering, dated October 10, 2024. |
Exhibit 99.1
PRESS RELEASE
Immatics
Announces Proposed $150 Million Public Offering
Houston,
Texas and Tuebingen, Germany, October 10, 2024 –
Immatics N.V. (NASDAQ: IMTX, “Immatics”), a clinical-stage biopharmaceutical company active in the discovery and development
of T cell-redirecting cancer immunotherapies, announced today the commencement of an underwritten public offering of its ordinary shares.
The offering is subject to market conditions and other factors, and there can be no assurance as to whether or when the offering may
be completed, or as to the actual size or terms of the offering.
Jefferies, BofA
Securities and Leerink Partners are acting as joint book-running managers for the offering.
A registration statement
relating to the securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective
upon filing on October 10, 2024. The offering will be made only by means of a prospectus supplement and accompanying prospectus. A preliminary
prospectus supplement related to the offering has been filed with the SEC and is available free of charge by visiting EDGAR on the SEC’s
website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying
prospectus relating to the offering may be obtained free of charge from
| · | Jefferies
LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY
10022, telephone: (877) 821-7388, email: Prospectus_Department@Jefferies.com; |
| · | BofA
Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte,
NC 28255-0001, telephone: (800) 294-1322, email: dg.prospectus_requests@bofa.com; |
| · | Leerink
Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109,
telephone: (800) 808-7525, ext. 6105, email: syndicate@leerink.com. |
This press release
shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be
made in accordance with the registration requirements of the Securities Act of 1933, as amended.
- END -
| Immatics Press Release, October 10, 2024 | 1 | 2 |
About Immatics
Immatics combines
the discovery of true targets for cancer immunotherapies with the development of the right T cell receptors with the goal of enabling
a robust and specific T cell response against these targets. This deep know-how is the foundation for our pipeline of Adoptive Cell Therapies
and TCR Bispecifics as well as our partnerships with global leaders in the pharmaceutical industry. We are committed to delivering the
power of T cells and to unlocking new avenues for patients in their fight against cancer.
Forward-Looking
Statements
Certain statements
in this press release may be considered forward-looking statements, including statements regarding the proposed securities offering.
Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by Immatics and its management, are inherently uncertain. New risks and uncertainties may emerge from
time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially
from current expectations include, but are not limited to, various factors beyond management's control including general economic conditions
and other risks, uncertainties and factors set forth in filings with the SEC. Nothing in this press release should be regarded as a representation
by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they
are made. Immatics undertakes no duty to update these forward-looking statements.
For
more information, please contact:
| Media
|
| Trophic
Communications |
| Phone:
+49 171 3512733 |
| immatics@trophic.eu |
| Immatics
N.V. |
| Jordan Silverstein |
| Head of Strategy |
| Phone: +1 346 319-3325 |
| InvestorRelations@immatics.com |
| Immatics Press Release, October 10, 2024 | 2 | 2 |
Exhibit 99.2
PRESS RELEASE
Immatics
Announces Pricing of $150 Million Public Offering
Houston,
Texas and Tuebingen, Germany, October 10, 2024 –
Immatics N.V. (NASDAQ: IMTX, “Immatics”), a clinical-stage biopharmaceutical company active in the discovery and development
of T cell-redirecting cancer immunotherapies, announced today the pricing of its previously announced underwritten public offering of
16,250,000 ordinary shares at a public offering price of $9.25 per share. The gross proceeds from the offering, before deducting the
underwriting discount and offering expenses, are expected to be approximately $150 million. The offering is expected to close on October
15, 2024, subject to customary closing conditions. In addition, Immatics has granted the underwriters a 30-day option to purchase up
to 2,437,500 additional shares at the public offering price, less the underwriting discount.
Jefferies, BofA
Securities and Leerink Partners are acting as joint book-running managers for the offering.
A registration statement
relating to the securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective
upon filing on October 10, 2024. The offering is being made only by means of a prospectus supplement and accompanying prospectus. When
available, copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained free of
charge from
| · | Jefferies
LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY
10022, telephone: (877) 821-7388, email: Prospectus_Department@Jefferies.com; |
| · | BofA
Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte,
NC 28255-0001, telephone: (800) 294-1322, email: dg.prospectus_requests@bofa.com; |
| · | Leerink
Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109,
telephone: (800) 808-7525, ext. 6105, email: syndicate@leerink.com. |
This press release
shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be
made in accordance with the registration requirements of the Securities Act of 1933, as amended.
- END -
| Immatics Press Release, October 10, 2024 | 1 | 2 |
About Immatics
Immatics combines
the discovery of true targets for cancer immunotherapies with the development of the right T cell receptors with the goal of enabling
a robust and specific T cell response against these targets. This deep know-how is the foundation for our pipeline of Adoptive Cell Therapies
and TCR Bispecifics as well as our partnerships with global leaders in the pharmaceutical industry. We are committed to delivering the
power of T cells and to unlocking new avenues for patients in their fight against cancer.
Forward-Looking
Statements
Certain statements
in this press release may be considered forward-looking statements, including statements regarding the securities offering. Such forward-looking
statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed
or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while
considered reasonable by Immatics and its management, are inherently uncertain. New risks and uncertainties may emerge from time to time,
and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current
expectations include, but are not limited to, various factors beyond management's control including general economic conditions and other
risks, uncertainties and factors set forth in filings with the SEC. Nothing in this press release should be regarded as a representation
by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they
are made. Immatics undertakes no duty to update these forward-looking statements.
For
more information, please contact:
| Media
|
| Trophic
Communications |
| Phone:
+49 171 3512733 |
| immatics@trophic.eu |
| Immatics N.V. |
| Jordan Silverstein |
| Head of Strategy |
| Phone: +1 346 319-3325 |
| InvestorRelations@immatics.com |
| Immatics Press Release, October 10, 2024 | 2 | 2 |
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