Form 8-K
8-K — Twist Bioscience Corp
Accession: 0001104659-26-091280
Filed: 2026-08-05
Period: 2026-08-04
CIK: 0001581280
SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))
Item: Entry into a Material Definitive Agreement
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2622018d2_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm2622018d2_ex1-1.htm)
EX-5.1 — EXHIBIT 5.1 (tm2622018d2_ex5-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2622018d2_ex99-1.htm)
EX-99.2 — EXHIBIT 99.2 (tm2622018d2_ex99-2.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported)
August 4, 2026
Twist Bioscience Corporation
(Exact name of registrant as specified in its
charter)
Delaware
001-38720
46-2058888
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I. R. S. Employer
Identification No.)
681 Gateway Boulevard
South San Francisco, CA 94080
(Address of principal executive offices, including
ZIP code)
(800) 719-0671
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock
TWST
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 1.01
Entry into a Material Definitive Agreement.
On August 4, 2026, Twist Bioscience Corporation (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, William Blair &
Company, L.L.C., Leerink Partners LLC, and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (collectively,
the “Underwriters”), pursuant to which the Company agreed to issue and sell 3,125,000 shares of its common stock to the Underwriters
(the “Offering”). The Shares will be sold to the Underwriters at a public offering price of $96.00 per share, less the underwriting
discount and commissions. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for
30 days, to purchase up to an additional 468,750 shares of its common stock. On August 5, 2026, the Underwriters exercised their option
to purchase all 468,750 additional shares of common stock (the “Option Shares”) at a price per share of $96.00, less the underwriting
discount and commissions.
The net proceeds to the Company from the Offering, including from the
exercise of the Underwriters’ option to purchase the Option Shares in full, are expected to be approximately $327.1 million,
after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company. The Offering is expected
to close on or about August 6, 2026, subject to customary closing conditions.
The Offering is being made pursuant to the Company’s automatic
shelf registration statement on Form S-3 (No. 333-296897) and the base prospectus included therein (the “Registration Statement”),
which was filed with the Securities and Exchange Commission (the “SEC”) on June 18, 2026, and became automatically effective
upon filing, the preliminary prospectus supplement, dated August 4, 2026, filed with the SEC pursuant to Rule 424(b)(5) under the Securities
Act of 1933, as amended (the “Securities Act”), and the final prospectus supplement, dated August 4, 2026, filed with the
SEC pursuant to Rule 424(b)(5) of the Securities Act.
The Underwriting Agreement contains customary representations and warranties,
conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under
the Securities Act.
The Underwriting Agreement is attached hereto as an exhibit to provide
interested persons with information regarding its terms, but is not intended to provide any other factual information about the Company.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting
Agreement as of specific dates indicated therein, were solely for the benefit of the parties to the Underwriting Agreement, and may be
subject to limitations agreed upon by the parties, including being qualified by confidential disclosures exchanged between the parties
in connection with the execution of the Underwriting Agreement.
The foregoing description of the Underwriting Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting
Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.
A copy of the opinion and consent of Orrick, Herrington &
Sutcliffe LLP relating to the validity of the shares issued in connection with the Offering is filed herewith as Exhibit 5.1 and Exhibit
23.1, respectively.
Item 7.01
Regulation FD Disclosure.
On August 4, 2026, the Company issued a press release to announce a
proposed offering of $250.0 million of shares pursuant to the Registration Statement (the “Offering Press Release”). A copy
of the Offering Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On August 4, 2026, the Company also issued a press release to announce
that it had priced an upsized $300.0 million offering (the “Pricing Press Release”). A copy of the Pricing Press Release is
attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
1.1
Underwriting
Agreement, dated August 4, 2026, among Twist Bioscience Corporation and Goldman Sachs & Co. LLC, William Blair & Company,
L.L.C., Leerink Partners LLC, and Guggenheim Securities, LLC.
5.1
Opinion
of Orrick, Herrington & Sutcliffe LLP
23.1
Consent
of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit 5.1)
99.1
Press
release dated August 4, 2026, titled “Twist Bioscience Announces Proposed Public Offering of $250.0 Million of Common Stock”
99.2
Press
release dated August 4, 2026, titled “Twist Bioscience Announces Pricing of Upsized $300.0 Million Public Offering of Common
Stock”
104
Cover
Page Interactive Data File (formatted as Inline XBRL)
Forward Looking Statements
This report contains forward-looking statements. All statements other
than statements of historical facts contained herein are forward-looking statements reflecting the current beliefs and expectations of
management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited
to, the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. Forward-looking statements involve
known and unknown risks, uncertainties, and other important factors that may cause the Company’s actual results, performance, or
achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking
statements. For a description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking
statements, as well as risks relating to the Company’s business in general, see the Company’s risk factors set forth in the
Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 17, 2025. Any forward-looking
statements contained in this report speak only as of the date hereof, and the Company specifically disclaims any obligation to update
any forward-looking statement, whether as a result of new information, future events or otherwise.
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 hereunto duly authorized.
Date: August 5, 2026
Twist Bioscience Corporation
/s/ Judy Yan
Judy Yan
Assistant General Counsel and Assistant Secretary
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm2622018d2_ex1-1.htm · Sequence: 2
Exhibit 1.1
TWIST
BIOSCIENCE CORPORATION
3,125,000 Shares of Common Stock
Underwriting Agreement
August 4, 2026
Goldman Sachs & Co. LLC
William Blair & Company, L.L.C.
Leerink Partners LLC
Guggenheim Securities, LLC
As Representatives of the
several Underwriters listed
in Schedule 1 hereto
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
c/o William Blair & Company, L.L.C.
150 North Riverside Plaza
Chicago, Illinois 60606
c/o Leerink Partners LLC
1301 Avenue of the Americas
New York, New York 10019
c/o Guggenheim Securities, LLC
330 Madison Avenue
New York, New York 10017
Ladies and Gentlemen:
Twist Bioscience Corporation,
a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule
1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”),
an aggregate of 3,125,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), of the
Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 468,750 shares
of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein
referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect
to the sale of the Shares are referred to herein as the “Stock”.
The Company hereby confirms
its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:
1. Registration
Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities
Act”), an “automatic shelf registration statement” as defined by Rule 405 of the Securities
Act on Form S-3 (File No. 333-296897), including a prospectus, relating to the Shares. Such registration statement, as amended
at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities
Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”),
is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary
Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness,
any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the
Registration Statement at the time of its effectiveness that omits Rule 430 Information (the “Base Prospectus”),
and the term “Prospectus” means the Base Prospectus and prospectus supplement in the form first used (or made
available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the
Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the
“Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement”
shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement”)
to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated
by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement
or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”,
“amendment” or “supplement” with respect to the Registration Statement, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”)
that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Registration Statement and the Prospectus.
At or prior to the Applicable
Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex
A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated August 4, 2026 and each “free-writing
prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.
“Applicable Time”
means 7:30 P.M., New York City time, on August 4, 2026.
2. Purchase
of the Shares.
(a) The
Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter,
on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees,
severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s
name in Schedule 1 hereto at a price per share of $91.20 (the “Purchase Price”).
In addition, the Company agrees
to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the
representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase,
severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or
distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares.
If any Option Shares are to
be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same
ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such
Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten
Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional
Shares as the Representatives in their sole discretion shall make.
The Underwriters may exercise
the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the
date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of
Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for,
which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later
than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance
with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of
delivery specified therein.
(b) The
Company understands that the Underwriters intend to make a public offering of the Shares and initially to offer the Shares on the terms
set forth in the Pricing Disclosure Package and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and
sell Shares to or through any affiliate of an Underwriter.
(c) Payment
for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives
in the case of the Underwritten Shares, at the offices of Cooley LLP, counsel for the Underwriters, at 1700 Seventh Avenue, Suite 1900,
Seattle, Washington 98101 at 9:00 A.M., New York City time, on August 6, 2026, or at such other time or place on the same or such
other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in
the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’
election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing
Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred
to as the “Additional Closing Date”.
Payment
for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery
to Goldman Sachs & Co. LLC for the respective accounts of the several Underwriters of the Shares to be purchased on the
Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares
duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Representatives
shall otherwise instruct.
(d) The
Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty
to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering)
and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives
nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters
in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own
independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or
liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or
other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of
the Company.
3. Representations
and Warranties of the Company. The Company represents and warrants to each Underwriter that:
(a) Preliminary
Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary
Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities
Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in
conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives
expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter
consists of the information described as such in Section 7(b) hereof.
(b) Pricing
Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional
Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the
Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information
relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such
Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the
information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted
from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be
included in the Prospectus has been omitted therefrom.
(c) Issuer
Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including
its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved
or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as
defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each
such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below)
an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant
to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on
Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives,
such approval not to be unreasonably withheld or delayed. Each such Issuer Free Writing Prospectus, if any, complied in all material respects
with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance
with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement
or the Pricing Disclosure Package, and, when taken together with any other Issuer Free Writing Prospectus and the Preliminary Prospectus,
in each case, accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date
and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free
Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished
to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or
Preliminary Prospectus; it being understood and agreed that the only such information furnished by any Underwriter consists of the information
described as such in Section 7(b) hereof.
(d) [Reserved].
(e) [Reserved].
(f) Registration
Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined
under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof;
and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant
to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration
Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against
the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company, threatened by the Commission;
as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement
and any such post-effective amendment complied and will comply in all material respects with the applicable requirements of the Securities
Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement
thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus complied and will comply
in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in
conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives
expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed
that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
(g) Incorporated
Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package,
when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act, and none of such
documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference
in the Registration Statement, the Prospectus or the Pricing Disclosure Package, when such documents are filed with the Commission, will
conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(h) Financial
Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included
or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects
with the applicable requirements of the Securities Act and the Exchange Act, as applicable, 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 their operations
and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally
accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods
covered thereby, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all
material respects, the information required to be stated therein; and the other financial information included or incorporated by reference
in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company
and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; all disclosures included
or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP
financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation
G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.
(i) No
Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any change in the capital
stock (other than the issuance of shares of Common Stock upon exercise of stock options and warrants described as outstanding in, and
the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure
Package 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 capital stock, or any material adverse change,
or any development that would reasonably be expected to result in a prospective material adverse change, in or affecting the business,
properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries
taken as a whole; (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, except in each
case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(j) Organization
and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing
under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing 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 in which they are engaged,
except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders’
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 (a “Material Adverse Effect”). The Company does not own or control, directly
or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s
Annual Report on Form 10-K for the year ended September 30, 2025.
(k) Capitalization.
The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus;
all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable
and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Pricing Disclosure Package
and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights that have not been duly waived
or satisfied), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock 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 capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities
or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof
contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital
stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized
and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares)
and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on
voting or transfer or any other claim of any third party, except as otherwise described in the Registration Statement, the Pricing Disclosure
Package and the Prospectus.
(l) Stock
Options. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation
plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to
qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”) so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date
on which the grant of such Stock Option was by its terms to be effective by all necessary corporate action, including, as applicable,
approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder
approval by the necessary number of votes or written consents and the award agreement governing such grant (if any) was duly executed
and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the
Exchange Act and the rules and regulations of the Nasdaq Global Select Market (the “Exchange”), and (iv) each
such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company
and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act. Each Company Stock Plan is accurately
described in all material respects in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company has not
knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise
coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or
its subsidiaries or their results of operations or prospects.
(m) Due
Authorization. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations
hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and
the consummation by it of the transactions contemplated hereby has been duly and validly taken.
(n) Underwriting
Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(o) The
Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered
and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions
thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The issuance of the Shares is not subject to
any preemptive or other similar rights to purchase or subscribe for any securities of the Company.
(p) [Reserved].
(q) Description
of the Underwriting Agreement. This Agreement conforms in all material respects to the description thereof contained in the Registration
Statement, the Pricing Disclosure Package and the Prospectus.
(r) No
Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar
organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute
such a 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 asset of the Company or any of its subsidiaries is subject; or (iii) in
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 (ii) and (iii) above, for any such default or violation that would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(s) No
Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation
by the Company of the transactions contemplated by this Agreement or the Pricing Disclosure Package and the 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 charter or by-laws 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, have a Material Adverse Effect.
(t) No
Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities
that would be integrated with the offer and sale of the Shares contemplated by this Agreement pursuant to the Securities Act or the interpretations
thereof by the Commission.
(u) No
Consents Required. No consent, filing, approval, authorization, order, license, 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 and sale of the Shares by the Company and the consummation by the Company of the transactions contemplated by this Agreement,
except for (i) the registration of the Shares under the Securities Act, (ii) such consents, approvals, authorizations, orders
and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”)
or the Exchange or under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters
and (iii) those that have already been obtained.
(v) Legal
Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal,
governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries, proceedings, corporate integrity
agreements, or settlement agreements (“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 the subject that, individually or in the aggregate, if determined
adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect or have a Material
Adverse Effect on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions
contemplated hereby; no such Actions are, to the knowledge of the Company, threatened or contemplated by any governmental or regulatory
authority or threatened by others; and (i) there are no current or pending Actions that are required under the Securities Act to
be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents
that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement,
the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus.
(w) Independent
Accountants. Ernst & Young LLP (“EY”), who have certified certain financial statements of the Company
and its subsidiaries, 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 Securities Act.
(x) Title
to Real and Personal Property. The Company and its subsidiaries have good and marketable title 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,
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) could
not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(y) Intellectual
Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its
subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use on reasonable terms, the inventions, patent
applications, patents, trademarks (both registered and unregistered), trade names, copyrights, know-how (including trade secrets, and
other unpatented and/or unpatentable proprietary information), software, domain names and other intellectual property rights, including
registrations and applications for registration thereof (collectively, the “Intellectual Property”) described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned or licensed by them; to the Company’s
knowledge and except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its
subsidiaries own, or have obtained valid and enforceable licenses for, or other rights to use, all Intellectual Property used in, or necessary
for the conduct of, their respective businesses as currently conducted and as described in the Registration Statement, the Pricing Disclosure
Package and the Prospectus except, in each case, as would not reasonably expected to have a Material Adverse Effect; except as disclosed
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, to the knowledge of the Company there is no pending
or threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual
Property rights of others; and to the Company’s knowledge none of the technology employed by the Company has been obtained or is
being used by the Company in violation of any contractual obligation binding on the Company or upon any of its officers, directors or
employees, and to the Company’s knowledge, none of its employees are in or have ever been in violation of any term of any employment
contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure
agreement or any restrictive covenant to or with a former employer where such violation relates to such employee’s breach of a confidentiality
obligation, obligation to assign to the Company Intellectual Property, or obligation not to use third party Intellectual Property or other
proprietary rights on behalf of the Company. To the Company's knowledge, there are no third parties who have established rights to any
Intellectual Property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as exclusively owned
or exclusively licensed by the Company, except for licenses granted in writing by the Company or its subsidiaries to any third-parties
(“Exclusive Intellectual Property”); except as disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by
others challenging the Company’s ownership or rights in or to any Exclusive Intellectual Property; none of the Exclusive Intellectual
Property has been adjudged invalid or unenforceable in whole or in part, and there is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Exclusive Intellectual
Property; to the Company’s knowledge, there is no patent or patent application that contains claims that dominate, may dominate
or interfere (as such term is described in 35 U.S.C. §135 and 37 C.F.R. 41.100 to 41.208) with the issued or pending claims of any
of the Intellectual Property; and to the Company’s knowledge, there is no prior art material to any patent or patent application
of the Exclusive Intellectual Property that may render any U.S. patent held by the Company invalid or any U.S. patent application held
by the Company unpatentable has not been disclosed to the U.S. Patent and Trademark Office.
(z) Regulatory
Matters. The Company and its subsidiaries have operated for the past three (3) years and are in compliance with all applicable
rules and regulations of the U.S. Food and Drug Administration (“FDA”) and all other applicable governmental or regulatory
authorities regulating the Company’s and each subsidiary’s products, except where the failure to so operate or be in compliance
would not reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have operated for the past three
(3) years and are in compliance with all applicable rules, regulations and policies of the U.S. Federal Select Agents Program administered
by the Centers for Disease Control and Prevention and the Animal and Plant Health Inspection Service, except where the failure to so operate
or be in compliance would not reasonably be expected to have a Material Adverse Effect. The Company’s and its subsidiaries’
products are currently labeled, marketed and sold for research use only, unless otherwise indicated by applicable product labeling, and
neither the Company nor any subsidiary has received any written notice from the FDA or any other governmental or regulatory authority
challenging the research-use-only status of any of their respective products. Neither the Company’s nor its subsidiaries’
products or services are or have been directly reimbursed by, or subject to any reimbursement arrangement with, any third-party payor,
including any federal healthcare program, and neither the Company nor its subsidiaries have sought or applied for any such reimbursement
or coverage determination from any third-party payor with respect to any of its products or services. Further, to the Company’s
knowledge, no third-party payor has separately reimbursed any individual or entity for a Company or subsidiary product; provided that
the foregoing shall not include any bundled payments for any test, procedure or service during which the Company or subsidiary product
was used. Additionally, neither the Company, any of its subsidiaries nor any of their respective employees, officers, directors, agents
, or affiliates has been excluded, suspended or debarred from participation in any U.S. federal health care program or human clinical
research or is subject to a governmental inquiry, investigation, proceeding, or other similar action that could reasonably be expected
to result in debarment, suspension, or exclusion, or convicted of any crime or engaged in any conduct that would reasonably be expected
to result in debarment under 42 U.S.C. § 1320a-7 or 21 U.S.C. § 335a.
(aa) No
Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on
the one hand, and the directors, officers, stockholders, customers, suppliers or other affiliates of the Company or any of its subsidiaries,
on the other, that is required by the Securities Act to be described in each of the Registration Statement and the Prospectus and that
is not so described in such documents and in the Pricing Disclosure Package.
(bb) Investment
Company Act. The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds
thereof received by the Company as described in the Registration Statement, the Pricing Disclosure Package and the 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.
(cc) Taxes.
The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the
date hereof (after giving effect to any valid extensions with respect to the filing of tax returns) and have paid all taxes required to
be paid whether or not reported thereon, except where the failure to pay or file would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect; and except as otherwise disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company
or any of its subsidiaries or any of their respective properties or assets and which would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.
(dd) Licenses
and Permits. The Company and its subsidiaries possess, all 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
the Registration Statement, the Pricing Disclosure Package 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; and except as described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any
revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license,
certificate, permit or authorization will not be renewed in the ordinary course. To the Company’s knowledge, no party granting any
such licenses has taken any action to limit, suspend or revoke the same.
(ee) No
Labor Disputes. 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, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(ff) Certain
Environmental Matters. (i) The Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable
federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and the common law 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”); (y) 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 (z) have not received notice of any actual or potential liability 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 in the case of each of (i) and (ii) above, for any such matter as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing
Disclosure Package 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 could reasonably be expected to have a material
effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company
or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.
(gg) Compliance
with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group”
(defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14)
of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of
the Code) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the
requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no
prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to
any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject
to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or
is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412
of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status”
(within the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within
the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status”
(within the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the assets of each Plan exceeds the present value
of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable
event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred
or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is
so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (viii) neither
the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA
(other than contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default)
in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(a)(3) of
ERISA); and (ix) none of the following events has occurred or is reasonably likely to occur: (A) a material increase in the
aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal
year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its
Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company and its subsidiaries’
“accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic
715-60) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year, except
in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in
the aggregate, have a Material Adverse Effect.
(hh) Disclosure
Controls. The Company (on a consolidated basis with its subsidiaries) maintains an effective system of “disclosure controls
and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the applicable 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 (on a consolidated basis
with its subsidiaries) has carried out evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15
of the Exchange Act.
(ii) Accounting
Controls. The Company (on a consolidated basis with its subsidiaries) maintains systems of “internal control over financial
reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the applicable 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 GAAP. The Company and its subsidiaries maintain internal
accounting controls 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 GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; (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 and (v) interactive data in eXtensible Business Reporting
Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly
presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and
guidelines applicable thereto. There are no material weaknesses in the Company’s internal controls, except as disclosed in the Prospectus
and the documents incorporated by reference therein. The Company’s auditors and the Audit Committee of the Board of Directors of
the Company have been advised of: (i) 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 (ii) 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.
(jj) eXtensible
Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference
in the Registration Statement 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.
(kk) Insurance.
The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including
business interruption insurance, which insurance is in amounts and insures against such losses and risks as are generally maintained by
companies engaged in the same or similar businesses and at the same or a similar stage of development, except where the failure to maintain
such insurance could not reasonably be expected to have a Material Adverse Effect; and 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 similar coverage at reasonable cost from similar insurers as may be
necessary to continue its business.
(ll) Cybersecurity;
Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks,
hardware, software, websites, applications, and databases (collectively, “IT Systems”) are commercially reasonably
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, 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 material IT Systems and data (including all personal, personally identifiable, sensitive,
confidential or regulated data (“Personal Data”)) used in connection with their businesses, and to the Company’s
knowledge there have been no breaches, violations, outages or unauthorized uses of or accesses to same that have had, or would reasonably
be expected to have, a Material Adverse Effect, nor any material incidents under internal review or investigations relating to the same.
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, internal policies and contractual obligations
relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized
use, access, misappropriation or modification, except as would not, individually or in the aggregate reasonably expected to have a Material
Adverse Effect.
(mm) No
Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of
its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the
Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity; (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 any applicable law or regulation implementing the OECD Convention
on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act
2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, 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 unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintained and enforced,
and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery
and anti-corruption laws.
(nn) Compliance
with Anti-Money Laundering Laws. 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.
(oo) No
Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers, or employees, nor, to the knowledge
of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is
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 (“OFAC”) 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 (“UNSC”), the European Union, His Majesty’s
Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”),
nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of
Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria (prior to July 1, 2025), and the Crimea, so-called
Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine (each, a “Sanctioned Country”);
and 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 (i) 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, (ii) to
fund or facilitate any activities of or business in any Sanctioned Country or (iii) 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.
Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings
or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with
any Sanctioned Country.
(pp) No
Restrictions on Subsidiaries. Subject to any restrictions under any applicable laws, no subsidiary of the Company is currently prohibited,
directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the
Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances
to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other
subsidiary of the Company, except as otherwise described in the Registration Statement, the Pricing Disclosure Package or the Prospectus.
(qq) No
Broker’s Fees. 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 any of them or any Underwriter for a brokerage commission,
finder’s fee or like payment in connection with the offering and sale of the Shares.
(rr) No
Registration Rights. Except as set forth in the Prospectus, the Registration Statement or the Pricing Disclosure Package, there are
no rights held by persons which require the Company or any of its subsidiaries to register any securities for sale under the Securities
Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares, except for such
rights that have been waived.
(ss) No
Outstanding Loans or Other Indebtedness. Except as described in the Preliminary Prospectus or the Prospectus, there are no outstanding
loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the
Company to or for the benefit of any of the officers or directors of the Company or any of the members of any of them.
(tt) No
Stabilization. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause
or result in any stabilization or manipulation of the price of the Shares.
(uu) Margin
Rules. The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in
the Registration Statement, the Pricing Disclosure Package and the Prospectus will not 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.
(vv) Compliance
with Laws. The Company has not been advised, and has no reason to believe, that it and each of its subsidiaries are not conducting
business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, except
where failure to be so in compliance would not result in a Material Adverse Effect.
(ww) Privacy
Laws. The Company and each of its subsidiaries are, and at all prior times were, in material compliance with all applicable data privacy
and security laws, rules, and regulations in all relevant jurisdictions; and the Company and each its subsidiaries have taken all necessary
actions to be in material compliance with the European Union General Data Protection Regulation (EU 2016/679), China’s Personal
Information Protection Law, the California Consumer Privacy Act of 2018, Civil Code sections 1798.100 et seq., and the final rule promulgated
by the U.S. Department of Justice titled “Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern
or Covered Persons,” 90 Fed. Reg. 1636 (Jan. 8, 2025) codified at 28 C.F.R. § 202, including any amendments thereto and
guidance issued thereunder (collectively, “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company
and each of its subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material
respects with, their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling
and analysis of Personal Data (the “Policies”). The Company provides accurate notice of its Policies to its
customers, employees, third party vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s
then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company’s
then-current privacy practices. None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive
or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or
any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor
any of its subsidiaries, (i) has received notice of any actual or potential liability under or relating to, or actual or potential
violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any
such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation or other corrective
action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation or liability
under any Privacy Law.
(xx) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) included or incorporated by reference in any of the Registration Statement, the Pricing Disclosure Package or the Prospectus
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(yy) Statistical
and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and
market-related data included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus
is not based on or derived from sources that are reliable and accurate in all material respects.
(zz) Shelf
Eligibility. As of the date of this Agreement, the Company is eligible to use Form S-3 under the Act and it meets the transaction
requirements in accordance with General Instructions I.B.1 and I.D of Form S-3.
(aaa) Sarbanes-Oxley
Act. There is and has been no failure on the part of the Company or any of the Company’s 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 (the “Sarbanes-Oxley Act”), applicable as of the effective date of the Registration Statement,
including Section 402 related to loans and Sections 302 and 906 related to certifications.
(bbb) Status
under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest
time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under
the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer”
and is a well-known seasoned issuer, in each case as defined in Rule 405 under the Securities Act.
(ccc) No
Ratings. There are (and prior to the Closing Date, will be) no debt securities, convertible securities or preferred stock 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 under Section 3(a)(62) under the Exchange Act.
(ddd) Outbound
Investment Security Program. Neither the Company nor any of its subsidiaries is a “covered foreign person,” as that term
is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directly
or indirectly, in a “covered activity,” as that term is defined in 31 C.F.R. § 850.208 (“Covered Activity”).
The Company does not have any joint ventures that engage in or plan to engage in any Covered Activity. The Company also does not, directly
or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the direction
of the management or policies of any person or persons that engage or plan to engage in any Covered Activity.
4. Further
Agreements of the Company. The Company covenants and agrees with each Underwriter that:
(a) Required
Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and
Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433
under the Securities Act; and the Company will 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 is required in connection with the offering or sale of the
Shares; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered)
to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement
in such quantities as the Representatives may reasonably request. The Company will pay the registration fee for this offering within the
time period required by Rule 456(b)(1) under the Securities Act (without giving effect to the proviso therein) and in any event
prior to the Closing Date.
(b) Delivery
of Copies. The Company will deliver, upon request and without charge, (i) to the Representatives, three signed copies of the
Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith
and documents incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement
as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below),
as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein and
each Issuer Free Writing Prospectus) as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery
Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel
for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172
under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.
(c) Amendments
or Supplements, Issuer Free Writing Prospectuses. Before preparing, using, authorizing, approving, referring to or filing any
Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the Pricing Disclosure Package
or the Prospectus, whether before or after the time that the Registration Statement becomes effective, the Company will furnish to the
Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review
and will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment
or supplement to which the Representatives reasonably object upon advice of counsel.
(d) Notice
to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing (which may be by
email), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has
been filed or becomes effective; (iii) when any supplement to the Prospectus, the Pricing Disclosure Package, any Issuer Free Writing
Prospectus or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any amendment
to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating
to the Registration Statement or any other request by the Commission for any additional information; (v) of the issuance by the Commission
of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus,
any of the Pricing Disclosure Package or the Prospectus or the initiation or to the knowledge of the Company, threatening of any proceeding
for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within
the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package or any Issuer Free Writing Prospectus
as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package or any
such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vii) of the receipt by the Company 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 Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of
the Shares for offer and sale in any jurisdiction or the initiation or, to the Company’s knowledge, threatening of any proceeding
for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness
of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or
the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the
withdrawal thereof.
(e) Ongoing
Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist
as a result of which the Prospectus as then amended or supplemented would 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 existing when the Prospectus is
delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company
will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission
and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus
(or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in
the Prospectus as so amended or supplemented (or any document to be filed with the Commission and incorporated by reference therein) will
not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus
will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition
shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would 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
existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement
the Pricing Disclosure Package to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and,
subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers
as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package (or any document to be filed with
the Commission and incorporated by reference therein) as may be necessary so that the statements in the Pricing Disclosure Package as
so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a
purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.
(f) Blue
Sky Compliance. The Company will qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions
as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of
the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer
in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service
of process in any such jurisdiction or (iii) subject itself to taxation with regards to doing business in any such jurisdiction if
it is not otherwise so subject.
(g) Earnings
Statement. The Company will make generally available to its security holders and the Representatives as soon as reasonably practicable
an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission
promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after
the “effective date” (as defined in Rule 158) of the Registration Statement; provided that the Company
will be deemed to have furnished such statements to its security holders and the Representatives to the extent they are filed on the Commission’s
Electronic Data Gathering Analysis and Retrieval system (“EDGAR”) or any successor system.
(h) Clear
Market. For a period of 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend
or otherwise transfer or dispose of, directly or indirectly, or submit or file with the Commission a registration statement under the
Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, 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 the Stock or any such other securities, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or
otherwise, without the prior written consent of Goldman Sachs & Co. LLC on behalf of the Underwriters, other than (a) the
Shares to be sold hereunder, (b) any shares of Stock issued upon the exercise of stock options or settlement of restricted stock
unit awards granted under Company Stock Plans, (c) the grant or issuance by the Company of employee, consultant, or director stock
options, restricted stock unit or other equity awards in the ordinary course of business under the Company Stock Plans described in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, (d) shares registered on Form S-8 relating to the
Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (e) the issuance
of securities (and the filing of resale registration statements on Form S-3 in respect of same) in connection with the acquisition
or license by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity
or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or license, (f) the issuance
of securities in connection with joint ventures, commercial relationships, or other strategic transactions, or (g) the issuance of
up to $5,000,000 of shares of Common Stock by the Company to Invenra Inc. (“Invenra”) pursuant to the License Agreement, dated
February 11, 2026, by and between the Company and Invenra, as amended; provided that, (x) in the case of clauses (e), (f) and
(g), the aggregate number of shares issued in all such acquisitions and transactions taken together does not exceed 10.0% of the Company’s
outstanding common stock following the offering of Common Stock contemplated by this Agreement and (y) each person to whom such shares
or securities are issued or granted pursuant to clauses (e) and (f) during the 60-day restriction period described above executes
or has executed a “lock-up” agreement in the form of Exhibit A hereto.
(i) Use
of Proceeds. The Company will apply the net proceeds from the sale of the Shares as described in each of the Registration Statement,
the Pricing Disclosure Package and the Prospectus under the heading “Use of Proceeds”.
(j) No
Stabilization. Neither the Company nor its subsidiaries or affiliates will take, directly or indirectly, any action designed to or
that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock.
(k) Exchange
Listing. The Company will use its reasonable best efforts to maintain the listing of the Shares on the Exchange.
(l) Reports.
For a period of two years from the date of this Agreement, so long as the Shares are outstanding, the Company will furnish to the Representatives,
as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares,
and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic
quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the Representatives to
the extent they are filed on EDGAR or any successor system.
(m) Record
Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing
Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.
(n) Filings.
The Company will file with the Commission such reports as may be required by Rule 463 under the Securities Act.
5. Certain
Agreements of the Underwriters. Each Underwriter hereby severally represents and agrees that:
(a) It
has not used, authorized use of, referred to or participated in the planning for use of, and will not use any “free writing
prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished
to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the
Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in
Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary
Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared
pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing
prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred
to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).
(b) It
has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms
of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that Underwriters
may use a term sheet substantially in the form of Annex B hereto without the consent of the Company; provided further that any Underwriter
using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or substantially concurrently
with, the first use of such term sheet.
(c) It
is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify
the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
6. Conditions
of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Shares on the Closing Date
or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company
of its covenants and other obligations hereunder and to the following additional conditions:
(a) Registration
Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding
for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the
Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case
of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof;
and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.
(b) Representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and
on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers made
in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing
Date, as the case may be.
(c) No
Material Adverse Change. No event or condition of a type described in Section 3(i) hereof shall have occurred or shall exist,
which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus
(excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable
or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the
case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.
(d) Officers’
Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may
be, (x) a certificate on behalf of the Company of the chief executive officer and the chief financial officer of the Company (i) confirming
that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge
of such officers, the representations set forth in Sections 3(b) and 3(f) hereof are true and correct, (ii) confirming
that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied
with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or
the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a) and (c) above.
(e) Comfort
Letters.
(i) On
the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, EY shall have furnished to the
Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Representatives
and the Company, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type
customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements
and certain financial information contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package
and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be, shall
use a “cut-off” date no more than three business days prior to such Closing Date or such Additional Closing
Date, as the case may be.
(ii) On
the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished
to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial
officer with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management
comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives.
(f) Opinion
and 10b-5 Statement of Counsel for the Company. Orrick, Herrington & Sutcliffe LLP, counsel for the Company, shall have furnished
to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional
Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.
(g) Opinion
of Intellectual Property Counsel for the Company. Bookoff McAndrews, PLLC and McNeill PLLC, intellectual property counsels for the
Company, shall each have furnished to the Representatives, at the request of the Company, their written opinions, dated the Closing Date
or the Additional Closing Date, as the case may be, and each addressed to the Underwriters, in form and substance reasonably satisfactory
to the Representatives.
(h) Opinion
and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date or the
Additional Closing Date, as the case may be, an opinion and 10b-5 statement, addressed to the Underwriters, of Cooley LLP, counsel for
the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such
documents and information as they may reasonably request to enable them to pass upon such matters.
(i) No
Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order shall have been
enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or
the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares; and no injunction or order of any federal,
state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent
the issuance or sale of the Shares.
(j) Good
Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be,
satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their
good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form
of telecommunication from the appropriate governmental authorities of such jurisdictions.
(k) Exchange
Listing. The Shares to be delivered on the Closing Date or Additional Closing Date, as the case may be, are listed on the Exchange.
(l) Lock-up
Agreements. The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you
and certain shareholders and the officers and directors of the Company relating to sales and certain other dispositions of shares of Stock
or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing Date or Additional
Closing Date, as the case may be.
(m) Additional
Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to
the Representatives such further certificates and documents as the Representatives may reasonably request.
All opinions, letters, certificates
and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they
are in form and substance reasonably satisfactory to counsel for the Underwriters.
7. Indemnification
and Contribution.
(a) Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and
each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other
expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint
or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of
a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing
Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the
Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or
any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission
or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or
are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with
any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly
for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information
described as such in subsection (b) below.
(b) Indemnification
of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its
officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,
but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished
to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus
(or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any road show or any Pricing
Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), 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 fifth paragraph under the caption “Underwriting”
and the information contained in the eleventh, twelfth and thirteenth paragraphs under the caption “Underwriting”.
(c) Notice
and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be
brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above,
such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may
be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person
shall not relieve it from any liability that it may have under paragraph (a) or (b) above 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 Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under
paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have
notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person
(who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person
and any others entitled to indemnification pursuant to this Section that the Indemnifying Person may designate in such proceeding
and shall pay the reasonable and documented fees and expenses in such proceeding and shall pay the reasonable and documented fees and
expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed
within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall
have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to
the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding
or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any
local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any
such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated
in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration
Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable
for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment
for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that
an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying
Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered
into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed
the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the
written consent of the Indemnified Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have
been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified
Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter
of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or
on behalf of any Indemnified Person.
(d) Contribution.
If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient
in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu
of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities (i) 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 or (ii) if the allocation provided
by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) 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 that resulted in such losses, claims, damages or liabilities, 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 respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares
and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in
the table on the cover of the Prospectus, bear to the aggregate offering price of the Shares. The relative fault of the Company, on the
one hand, and the Underwriters on the other, 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
or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
(e) Limitation
on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph
(d) above 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 that does not take account of the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person
in connection with any such action or claim. Notwithstanding the provisions of paragraphs (d) and (e), in no event shall an Underwriter
be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such
Underwriter with respect to the offering of the Shares exceeds the amount of any damages that 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 Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (d) and (e) are
several in proportion to their respective purchase obligations hereunder and not joint.
(f) Non-Exclusive
Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any Indemnified Person at law or in equity.
8. Effectiveness
of Agreement. This Agreement shall become effective as of the date first written above.
9. Termination.
This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and
delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date
(i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange or the Nasdaq Stock
Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter
market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities;
or (iv) there shall have occurred any outbreak or escalation of hostilities or declaration by the United States of war or any change
in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives,
is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the
Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing
Disclosure Package and the Prospectus.
10. Defaulting
Underwriter.
(a) If,
on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares
that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase
of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such
default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be
entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase
such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting
Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business
days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in
the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any
amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the
term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person
not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed
to purchase.
(b) If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing
Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Shares to be purchased
on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such
Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that
such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements
have not been made.
(c) If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing
Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares to be purchased on such
date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any
Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date shall terminate without
liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be
without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth
in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.
(d) Nothing
contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter
for damages caused by its default.
11. Payment
of Expenses.
(a) Whether
or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause
to be paid all costs and expenses actually incurred and incident to the performance of its obligations hereunder, including without limitation,
(i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that
connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement,
the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits,
amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and
independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination
of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation,
printing and distribution of a Blue Sky Memorandum and any “Canadian Wrapper” (including the related fees and
expenses of counsel for the Underwriters up to a maximum of $15,000); (v) the cost of preparing stock certificates; (vi) the
costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees and incurred in connection with
any filing with, and clearance of the offering by, FINRA (including the related fees and expenses of counsel for the Underwriters up to
a maximum of $15,000); (viii) all expenses incurred by the Company in connection with any “road show” presentation
to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the Exchange. It is understood,
however, that except as provided in this Section 11 or Section 7 hereof, the Underwriters will pay their own costs and expenses,
including the fees of their counsel, stock transfer taxes on the resale of any of the Shares owned by them, any advertising expenses connected
with any offers they may make and all travel, lodging and other expenses of the Underwriters or any of their employees incurred by them
in connection with any “road show” presentation to potential investors.
(b) If
(i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for
delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement,
the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel)
actually and reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
12. Persons
Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter
referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or
equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from
any Underwriter shall be deemed to be a successor merely by reason of such purchase.
13. Survival.
The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained
in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant
hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination
of this Agreement or any investigation made by or on behalf of the Company or the Underwriters.
14. Certain
Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate”
has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means
any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term “subsidiary”
has the meaning set forth in Rule 405 under the Securities Act; and (d) the term “significant subsidiary”
has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.
15. Compliance
with USA Patriot Act. 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.
16. Miscellaneous.
(a) Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o Goldman
Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; c/o William Blair &
Company, L.L.C., 150 N. Riverside Plaza, Chicago, Illinois 60606, Attention: Equity Capital Markets, with a copy to the General Counsel;
c/o Leerink Partners LLC, 1301 Avenue of the Americas, 5th Floor, New York, New York 10019, Attention: Stuart R. Nayman; c/o Guggenheim
Securities, LLC, 330 Madison Avenue, 8th Floor, New York, New York 10017, Attention: Equity Syndicate Department; with copy
(which shall not constitute notice) to Cooley LLP, 1700 Seventh Avenue, Suite 1900, Seattle, Washington 98101, Attention: Laura Berezin
and Denny Won; email: lberezin@cooley.com and dwon@cooley.com. Notices to the Company shall be given to it at Twist Bioscience Corporation,
681 Gateway Blvd., South San Francisco, California 94080; Attention: Dennis Cho, Chief Legal Officer and Corporate Secretary; email: dcho@twistbioscience.com;
with copy to Orrick, Herrington & Sutcliffe LLP, 1000 Marsh Road, Menlo Park, California 94025; Attention: John Bautista and
Niki Fang; email: jbautista@orrick.com and nfang@orrick.com.
(b) Governing
Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
(c) Waiver
of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit
or proceeding arising out of or relating to this Agreement.
(d) Recognition
of the U.S. Special Resolution Regimes.
(i) 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.
(ii) 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.
As used in this Section 16(d):
“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.
(e) Counterparts.
This Agreement may be signed in two or more counterparts (which may include counterparts delivered by any standard form of telecommunication),
each of which shall be an original and all of which together shall constitute one and the same instrument.
(f) Amendments
or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall
in any event be effective unless the same shall be in writing and signed by the parties hereto.
(g) Execution.
This Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.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.
(h) Headings.
The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation
of, this Agreement.
[Signature Page Follows]
If the foregoing is in accordance
with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.
Very
truly yours,
TWIST
BIOSCIENCE CORPORATION
By:
/s/ Emily LeProust
Name:
Emily LeProust
Title:
Chief Executive Officer
Accepted: As of the date first written above
GOLDMAN SACHS & CO. LLC
WILLIAM BLAIR & COMPANY, L.L.C.
LEERINK PARTNERS LLC
GUGGENHEIM SECURITIES, LLC
For themselves and on behalf of the
several Underwriters listed
in Schedule 1 hereto.
GOLDMAN SACHS & CO. LLC
By:
/s/ Lyla Bibi Maduri
Name: Lyla Bibi Maduri
Title: Managing Director
WILLIAM BLAIR & COMPANY, L.L.C.
By:
/s/ Rakhee Bhagat
Name: Rakhee Bhagat
Title: Managing Director
LEERINK
PARTNERS LLC
By:
/s/ Bernard Sakmann
Name:
Bernard Sakmann
Title:
Senior Managing Director
GUGGENHEIM
SECURITIES, LLC
By:
/s/ Ryan Lindquist
Name:
Ryan Lindquist
Title:
Senior Managing Director
[signature
page to underwriting agreement]
Schedule
1
Underwriter
Number of Shares
Goldman Sachs & Co. LLC
1,406,250
William Blair & Company, L.L.C.
625,000
Leerink Partners LLC
625,000
Guggenheim Securities, LLC
468,750
Total
3,125,000
Annex
A
a.
Pricing Disclosure Package
None.
b.
Pricing Information Provided Orally by Underwriters
Price per Share: $96.00
Number of Shares: 3,125,000 Underwritten Shares plus 468,750 Option Shares
Annex
B
Twist Bioscience Corporation
Pricing Term Sheet
None.
Exhibit A
FORM OF
LOCK-UP AGREEMENT
_______________, 2026
Goldman Sachs & Co. LLC
William Blair & Company, L.L.C.
Leerink Partners LLC
Guggenheim Securities, LLC
As Representatives of
the several Underwriters listed in
Schedule 1 to the Underwriting
Agreement referred to below
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
c/o William Blair & Company, L.L.C.
150 North Riverside Plaza
Chicago, Illinois 60606
c/o Leerink Partners LLC
1301 Avenue of the Americas
5th Floor
New York, NY 10019
c/o Guggenheim Securities, LLC
330 Madison Avenue
New York, New York 10017
Re: Twist Bioscience Corporation - Public Offering
Ladies and Gentlemen:
The undersigned understands
that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting
Agreement”) on behalf of the several Underwriters named in Schedule 1 to such agreement (collectively, the “Underwriters”),
with Twist Bioscience Corporation, a Delaware corporation (the “Company”), providing for a public offering (the “Public
Offering”) of shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”) pursuant to
a Registration Statement on Form S-3 (Registration No. 333-296897) filed with the Securities and Exchange Commission (the “SEC”)
on June 18, 2026, as it may be supplemented or amended from time to time by the Company.
In consideration
of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Goldman Sachs &
Co. LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this
“Letter Agreement”) and ending on, but including, the 60th day after the date of the final prospectus supplement relating
to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant
to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into
or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed
to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and securities which may be issued
upon exercise of a stock option or warrant, collectively the “Undersigned’s Shares”), or publicly disclose the intention
to make any offer, sale, pledge or disposition thereof, (2) enter into any swap or other agreement that transfers, in whole or in
part, any of the economic consequences of ownership of the Undersigned’s Shares, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make
any demand for or exercise any right with respect to the registration of any Undersigned’s Shares. The undersigned acknowledges
and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including,
without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward,
swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably
be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic
consequences of ownership, in whole or in part, directly or indirectly, of any Undersigned’s Shares, whether any such transaction
or arrangement (or instrument provided for thereunder) would be settled by delivery of Undersigned’s Shares, in cash or otherwise.
Notwithstanding the foregoing, the undersigned
may:
(A) sell any Common Stock to be sold by the undersigned
pursuant to the Underwriting Agreement;
(B) transfer the Undersigned’s Shares
as a bona fide gift or gifts;
(C) transfer or dispose of the Undersigned’s Shares
to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;
(D) transfer or dispose of the Undersigned’s Shares
to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held
by the undersigned or the immediate family of the undersigned;
(E) transfer or dispose of the Undersigned’s Shares
by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate
family of the undersigned;
(F) distribute the Undersigned’s Shares to partners,
members or stockholders of the undersigned;
(G) transfer to the undersigned’s affiliates or
to any investment fund or other entity controlled or managed by, controlling or managing, or under common control with, the undersigned;
or
(H) transfer pursuant to a bona fide third party tender
offer, merger, consolidation or other similar transaction made to all holders of the Common Stock and involving a Change of Control (as
defined below) of the Company, provided that in the event that the tender offer, merger, consolidation or other such transaction is not
completed, the Common Stock owned by the undersigned shall remain subject to the restrictions contained in this Letter Agreement; provided
that in the case of any transfer or distribution pursuant to clause (B), (C), (D), (E), (F) or (G), each transferee, donee or distributee
shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement; and provided, further, that in
the case of any transfer, disposition or distribution pursuant to clause (B), (C), (D), (E), (F) or (G), no filing by any party (donor,
donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public
announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a
Form 5 after the expiration of the Restricted Period referred to above and any such filing shall clearly indicate in the footnotes
thereto that the filing relates to the circumstances described in (B), (C), (D), (E), (F) or (G), above, as the case may be, or the
filing of a required Schedule 13F or 13G) and any such transfer or distribution shall not involve a disposition for value. For purposes
of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than
first cousin. For purposes of this Letter Agreement, “Change of Control” shall mean the consummation of any bona fide third
party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined
in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 of the Exchange Act) of more than 50% of total voting power of the voting stock of the Company. The undersigned now has, and,
except as contemplated by clause (A), (B), (C), (D), (E), (F), (G) or (H) above, for the duration of this Letter Agreement will
have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever, other
than any charitable pledge of the Undersigned’s Shares that by its terms could not result in any transfer, disposition or distribution
of such shares during the Restricted Period.
Furthermore, notwithstanding
the restrictions imposed by this Letter Agreement, the undersigned may, without the prior written consent of Goldman Sachs &
Co. LLC (i) exercise any outstanding warrant, or any option to purchase shares of Common Stock granted under any stock incentive
plan or stock purchase plan of the Company, provided that the underlying shares of Common Stock shall continue to be subject to the restrictions
on transfer set forth in this Letter Agreement, (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act
for the transfer of Common Stock, provided that such plan does not provide for any transfers of
Common Stock during the Restricted Period, (iii) transfer or dispose of shares of Common Stock acquired in the Public Offering or
on the open market following the Public Offering, provided that no filing under the Exchange Act or other public announcement shall
be required or shall be made voluntarily in connection with such transfer or disposition during the Restricted Period (other than a required
filing on a Schedule 13F or 13G), (iv) transfer or surrender to the Company shares of Common Stock pursuant to any contractual arrangement
that provides the Company with an option to repurchase such shares of Common Stock in connection with the termination of the undersigned’s
employment or other service relationship with the Company, or pursuant to a right of first refusal with respect to transfers of such shares
of Common Stock or other securities, or on a cashless or “net exercise” basis or to cover tax withholding obligations of the
undersigned in connection with the vesting, exercise or settlement of such shares of Common Stock or other securities, provided that any
filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances
described in this clause (iv) above and no other public announcement shall be required or shall be made voluntarily in connection
with such transfer or surrender, (v) transfer or dispose of Common Stock by operation of law pursuant to a qualified domestic order
or in connection with a divorce settlement or other court order, provided that the recipient of such shares of Common Stock shall execute
and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, provided, further that any filing under Section 16
of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause
(v) above and no other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition,
and (vi) sell such number of shares of Common Stock as is necessary to satisfy applicable tax withholding and remittance obligations
of the undersigned arising in connection with the vesting or settlement of Company equity awards granted under any plan or arrangement
described in the Prospectus (each, a “Sell-to-Cover Transaction”); provided, that, (x) the number of shares of Common
Stock sold in such Sell-to-Cover Transaction shall not exceed 175,000 shares of Common Stock (in the aggregate for directors and executive
officers of the Company who are subject to the reporting requirements of Section 16 of the Exchange Act) during the Restricted Period
to satisfy the tax withholding and remittance obligations arising from the applicable vesting or settlement event, (y) such Sell-to-Cover
Transaction shall not otherwise involve any sale, disposition or transfer of the Undersigned’s Shares, except as necessary to satisfy
such tax withholding and remittance obligations, and (z) any filing under Section 16 of the Exchange Act that is made in connection
with any such Sell-to-Cover Transaction during the Restricted Period shall clearly indicate in the footnotes thereto that the filing relates
to the circumstances described in this clause (vi) above and no other public announcement shall be required or shall be made voluntarily
in connection with such Sell-to-Cover Transaction. Notwithstanding clause (ii) above, sales of the Undersigned’s Shares may
be effected pursuant to a trading plan adopted pursuant to Rule 10b5-1 (an “Existing 10b5-1 Plan”) under the Exchange
Act, provided that, (x) such Existing 10b5-1 Plan was entered into prior to the date of the Prospectus and (y) any filing under
Section 16 of the Exchange Act that is made in connection with any such sales during the Restricted Period shall state that such
sales have been executed under a trading plan pursuant to Rule 10b5-1 under the Exchange Act and shall also state the date such trading
plan was adopted.
If the undersigned is not a natural person, the
undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of
the Exchange Act), other than a natural person, entity or “group” (as described above) that has executed a Letter Agreement
in substantially the same form as this Letter Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests,
or 50% or more of the voting power, in the undersigned.
In furtherance of the foregoing, the Company, and
any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline
to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.
The undersigned hereby represents and warrants
that the undersigned has full power and authority to enter into this Letter Agreement. The undersigned further understands that this Letter
Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. This
Letter Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.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.
The undersigned acknowledges and agrees that the
Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned
with respect to the Public Offering and the undersigned has consulted it own legal, accounting, financial, regulatory and tax advisors
to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or
choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public Offering, the Underwriters
are not making a recommendation to you to enter into this Letter Agreement, and nothing set forth in such disclosures is intended to suggest
that any Underwriter is making such a recommendation.
The undersigned understands that, if either the
Representatives, on the one hand, or the Company, on the other hand, informs the other, prior to the execution of the Underwriting Agreement,
that it has determined not to proceed with the Public Offering, or if the Underwriting Agreement does not become effective by August 31,
2026, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated
prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under
this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with
the Public Offering in reliance upon this Letter Agreement.
The undersigned understands that the Company and
the Underwriters are relying upon this Letter Agreement in proceeding toward consummation of the Public Offering. The undersigned further
understands that this Letter Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives,
successors and assigns.
This Letter Agreement and any claim, controversy
or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State
of New York.
[Signature Page Follows]
Very truly yours,
IF AN INDIVIDUAL:
IF AN ENTITY:
By:
(duly authorized signature)
(please print complete name of entity)
Name:
By:
(please print full name)
(duly authorized signature)
Name:
(please print full name)
Title:
(please print full title)
Address:
Address:
E-mail:
E-mail:
[Signature Page to Lock-Up Agreement]
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2622018d2_ex5-1.htm · Sequence: 3
Exhibit 5.1
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, CA 94105-2669
+1-415-773-5700
orrick.com
August 5, 2026
Twist Bioscience Corporation
681 Gateway Blvd.
South San Francisco, CA 94080
Re: 3,593,750 Shares of Common Stock of Twist Bioscience Corporation
Ladies and Gentlemen:
We have acted as counsel for Twist Bioscience Corporation, a Delaware
corporation (the “Company”), in connection with the issuance and sale by the Company of up to 3,593,750 shares of common
stock, par value $0.00001 per share, of the Company (the “Shares”), pursuant to an automatic shelf registration statement
on Form S-3 (No. 333-296897) (the “Registration Statement”), filed with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Act”), including the prospectus
dated June 18, 2026 included therein (the “Base Prospectus”), and the prospectus supplement dated August 4, 2026, filed
with the Commission pursuant to Rule 424(b) of the rules and regulations of the Act (the “Prospectus Supplement”).
The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus.” The Shares are
to be sold by the Company identified in the Prospectus in the manner described in the Registration Statement and the Prospectus. The Company
is filing this opinion letter with the Commission on a Current Report on Form 8-K (the “Current Report”).
In connection with rendering this opinion, we have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction, of (i) the Amended and Restated Certificate of Incorporation
of the Company, as amended through the date hereof, (ii) the Amended and Restated Bylaws of the Company, as amended through the date hereof,
(iii) certain resolutions of the Board of Directors of the Company and its Pricing Committee relating to the issuance, sale and registration
of the Shares, (iv) the Registration Statement, (v) the Prospectus, and (vi) such corporate records, agreements, documents and other instruments,
and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives, as we have deemed relevant and necessary or appropriate as a basis for the opinion set
forth below.
August 5, 2026
Page 2
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals
of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than
the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed
the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and
the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently
establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others
and of public officials.
Based on the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that the Shares to be issued and sold by the Company have been duly authorized
and, upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement and the Prospectus, will be
validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General Corporation
Law of the State of Delaware and the federal laws of the United States of America, and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdictions.
We hereby consent to the reference to our firm under the heading “Legal
Matters” in the Prospectus Supplement and to the filing of this opinion letter as an exhibit to the Current Report and its incorporation
by reference into the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Act and the rules and regulations promulgated thereunder.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2622018d2_ex99-1.htm · Sequence: 4
Exhibit 99.1
Twist Bioscience Announces Proposed Public Offering
of $250.0 Million of Common Stock
SOUTH SAN FRANCISCO, Calif. – August 4, 2026 – Twist Bioscience
Corporation (Nasdaq: TWST) (“Twist”), a mid-cap growth and value biotech company, today announced the commencement of an underwritten
public offering of $250.0 million of shares of its common stock. In addition, Twist intends to grant the underwriters a 30-day option
to purchase up to an additional $37.5 million of shares of its common stock. All of the shares of common stock to be sold in the proposed
offering are being offered by Twist.The proposed offering is subject to market and other conditions, and there can be no assurance
as to whether or when the proposed offering may be completed, or as to the actual size or terms of the proposed offering.
Twist intends to use the net proceeds from the proposed offering, together
with its existing cash, cash equivalents and marketable securities, to fund research and development investments, expansion of manufacturing
capacity, product offerings and the remainder for working capital and other general corporate purposes.
Goldman Sachs & Co. LLC, William Blair, Leerink Partners and Guggenheim
Securities are acting as joint book-running managers for the proposed offering.
The securities described above are being offered by Twist pursuant
to an automatic shelf registration statement on Form S-3 that was filed with the U.S. Securities and Exchange Commission (the
“SEC”) on June 18, 2026 and became effective upon filing. Electronic copies of the preliminary prospectus supplement and
accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov. Copies of the preliminary
prospectus supplement and the accompanying prospectus relating to these securities may also be obtained by request from Goldman Sachs
& Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at
Prospectus-ny@ny.email.gs.com; William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago,
IL 60606, by telephone at (800) 621-0687, or by email at prospectus@williamblair.com; Leerink Partners LLC, Attention: Syndicate Department,
53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com;
or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone
at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, 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.
About Twist Bioscience Corporation
At Twist Bioscience, our customizable solutions across the biological
continuum raise the bar in diagnostics, therapeutics, industrial, agriculture and research markets.
We drive innovation with confidence, without compromise. Whether delivering
oligos, genes, proteins, libraries, characterization data, antibody discovery solutions, or NGS workflow tools, our scientific expertise
and exceptional customer experience help navigate complex challenges, all with precision and at the scale and speed customers require.
By enhancing R&D efficiency at every turn, we give scientists more shots on goal – more experiments, more iterations, more chances
for remarkable discoveries.
Together, we stand with customers in the relentless
pursuit of progress, backed by enterprise reliability, to shape a healthier and more sustainable future for all.
Legal Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements
other than statements of historical facts contained herein, including without limitation statements regarding the offer and sale of shares,
the terms of the proposed offering, the expected use of proceeds to be received by it in the proposed offering, and the grant of the option
to purchase additional shares are forward-looking statements reflecting the current beliefs and expectations of management made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties, and other important factors that may cause Twist Bioscience’s actual results, performance, or achievements
to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
Such risks and uncertainties include, among others, the risks and uncertainties set forth in Twist Bioscience’s Annual Report on
Form 10-K filed with the Securities and Exchange Commission (“SEC”) on November 17, 2025, the preliminary prospectus supplement
related to the proposed offering and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely
affect Twist Bioscience’s results of operations, which would, in turn, have a significant and adverse impact on Twist Bioscience’s
stock price. Any forward-looking statements contained in this press release speak only as of the date hereof, and Twist Bioscience specifically
disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
CONTACTS:
For Investors:
Angela Bitting
SVP, Corporate Affairs
925-202-6211
abitting@twistbioscience.com
For Media:
Amanda Houlihan
Communications Manager
774-265-5334
ahoulihan@twistbioscience.com
EX-99.2 — EXHIBIT 99.2
EX-99.2
Filename: tm2622018d2_ex99-2.htm · Sequence: 5
Exhibit 99.2
Twist Bioscience Announces Pricing of Upsized
$300.0 Million Public Offering of Common Stock
SOUTH SAN FRANCISCO, Calif. – August 4,
2026 – Twist Bioscience Corporation (Nasdaq: TWST) (“Twist”), a mid-cap growth and value biotech company, today announced
the pricing of an upsized underwritten public offering of 3,125,000 shares of its common stock at a price to the public of $96.00 per
share. All of the shares of common stock to be sold in the public offering are to be sold by Twist. The gross proceeds to Twist
from the offering, before deducting the underwriting discounts and commissions and other offering expenses, are expected to be $300.0
million. In addition, Twist has granted the underwriters a 30-day option to purchase up to an additional 468,750 shares of common stock
at the public offering price, less underwriting discounts and commissions. The offering is expected to close on August 6, 2026, subject
to the satisfaction of customary closing conditions.
Twist intends to use the net proceeds from the
offering, together with its existing cash, cash equivalents and marketable securities, to fund research and development investments, expansion
of manufacturing capacity, product offerings and the remainder for working capital and other general corporate purposes.
Goldman Sachs & Co. LLC, William Blair, Leerink
Partners and Guggenheim Securities are acting as joint book-running managers for the offering.
The securities described above are being offered
by Twist pursuant to an automatic shelf registration statement on Form S-3 that was filed with the U.S. Securities and Exchange Commission
(the “SEC”) on June 18, 2026 and automatically became effective upon filing. A preliminary prospectus supplement relating
to this offering has been filed with the SEC and a final prospectus supplement relating to this offering will be filed with
the SEC. The offering may be made only by means of a prospectus supplement and accompanying prospectus. Electronic copies
of the final prospectus supplement and accompanying prospectus will also be available on the website of the SEC at http://www.sec.gov.
When available, copies of the final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained
by request from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866)
471-2526, or by email at Prospectus-ny@ny.email.gs.com; William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North
Riverside Plaza, Chicago, IL 60606, by telephone at (800) 621-0687, or by email at prospectus@williamblair.com; Leerink Partners LLC,
Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email
at syndicate@leerink.com; or Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor,
New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any offer, solicitation, or 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.
About Twist Bioscience Corporation
At Twist Bioscience, our customizable solutions
across the biological continuum raise the bar in diagnostics, therapeutics, industrial, agriculture and research markets.
We drive innovation with confidence, without compromise.
Whether delivering oligos, genes, proteins, libraries, characterization data, antibody discovery solutions, or NGS workflow tools, our
scientific expertise and exceptional customer experience help navigate complex challenges, all with precision and at the scale and speed
customers require. By enhancing R&D efficiency at every turn, we give scientists more shots on goal – more experiments, more
iterations, more chances for remarkable discoveries.
Together, we stand with
customers in the relentless pursuit of progress, backed by enterprise reliability, to shape a healthier and more sustainable future for
all.
Legal Notice Regarding Forward-Looking
Statements
This press release
contains forward-looking statements. All statements other than statements of historical facts contained herein, including without limitation
statements regarding expected net proceeds to be received by Twist in the offering, expected use of proceeds by Twist, and the timing
of the closing of the offering, are forward-looking statements reflecting the current beliefs and expectations of management made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties, and other important factors that may cause Twist Bioscience’s actual results, performance, or achievements
to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
Such risks and uncertainties include, among others, the risks and uncertainties set forth in Twist Bioscience’s Annual Report
on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on November 17, 2025, the preliminary prospectus supplement
related to the offering and subsequent filings with the SEC. Any of these risks and uncertainties could materially
and adversely affect Twist Bioscience’s results of operations, which would, in turn, have a significant and adverse impact on Twist
Bioscience’s stock price. Any forward-looking statements contained in this press release speak only as of the date hereof, and Twist
Bioscience specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future
events or otherwise.
CONTACTS:
For Investors:
Angela Bitting
SVP, Corporate Affairs
925-202-6211
abitting@twistbioscience.com
For Media:
Amanda Houlihan
Communications Manager
774-265-5334
ahoulihan@twistbioscience.com
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
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Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration