On May 23, 2024 Bicycle Therapeutics plc (the "Company") reported to have entered into a securities purchase agreement (the "Purchase Agreement") with the purchasers named therein (the "Investors") (Filing, 8-K, Bicycle Therapeutics, MAY 23, 2024, View Source [SID1234643578]). Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 25,933,706 of its American Depositary Shares ("ADSs"), each representing one of the Company’s ordinary shares, nominal value £0.01 per share (the "Ordinary Shares"), and in lieu of ADSs to Investors that so choose, non-voting ordinary shares (the "Non-Voting Ordinary Shares"), each at a purchase price equal to $21.42 per share (the "Private Placement"). The Purchase Agreement contained customary representations and warranties from the Company and the Investors and customary closing conditions. The closing of the Private Placement is expected to occur on May 28, 2024 (the "Closing Date"). The Company anticipates the aggregate gross proceeds of the Private Placement will be approximately $555 million before deducting placement agent fees and other expenses.

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Pursuant to the Purchase Agreement, the Company has agreed to prepare and file a registration statement with the Securities and Exchange Commission no later than 30 calendar days following the Closing Date, or a prospectus supplement to its registration statement on Form S-3ASR (File No. 333-272248) (if such registration statement is then effective) no later than 15 business days following the Closing Date, for purposes of registering the Registrable Securities (as defined in the Purchase Agreement). The ADSs are registered on registration statements on Form F-6 (File Nos. 333-231422 and 333-279465).

The Company has also agreed, among other things, to indemnify the Investors, their officers, directors, and constituent partners, legal counsel, and each person who controls such Investors from certain liabilities and to pay certain legal fees and other expenses reasonably incurred by the Investors in connection therewith.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement filed as Exhibit 10.1 to this report and incorporated by reference herein.