Autolus Therapeutics plc

S-11 d938913ds1.htm S-1

As filed with the Securities and Exchange Commission on May 8, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**Form S-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Autolus Therapeutics plc

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)

The MediaWorks

191 Wood Lane

White City

London W12 7FP

United Kingdom

Tel: +44 20 3829 6230

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Autolus Inc.

15810 Gaither Drive

Gaithersburg, Maryland 20877

Tel: +1 240 801 3830

United States of America

(Name, address and telephone number of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement, which is a new registration statement, also constitutes (i) Post-Effective Amendment No. 1 to the Registration Statement on Form F-3 (File No. 333-264304), or the 2022 Registration Statement, of Autolus Therapeutics plc, or the Company, and (ii) Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-278320), or the 2024 Registration Statement, of the Company. Accordingly, this registration statement contains a combined prospectus pursuant to Rule 429 under the Securities Act of 1933, as amended, or the Securities Act, relating to:

(1) the resale from time to time by BXLS V – Autobahn L.P., or Blackstone, herein of (i) 17,985,611 American Depositary Shares, or ADSs, representing 17,985,611 ordinary shares of the Company, with a nominal value of $0.000042 per share, or the ordinary shares, previously registered on the 2022 Registration Statement, and (ii) up to an aggregate of 3,265,306 ADSs that are issuable upon the exercise of outstanding warrants to purchase our ADSs held by Blackstone, represented by 3,265,306 ordinary shares, previously registered on the 2022 Registration Statement; and

(2) the resale from time to time by BioNTech SE, or BioNTech, of up to 33,333,333 ADSs, representing 33,333,333 ordinary shares, previously registered on the 2024 Registration Statement.

Pursuant to Rule 429(b) under the Securities Act, upon effectiveness, this registration statement shall constitute (i) Post-Effective Amendment No. 1 to the 2022 Registration Statement with respect to the offering of the unsold securities thereunder and (ii) Post-Effective Amendment No. 1 to the 2024 Registration Statement with respect to the offering of the unsold securities thereunder. Such Post-Effective Amendments shall hereafter become effective concurrently with the effectiveness of this registration statement in accordance with Section 8(c) of the Securities Act.

The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 8, 2025

PRELIMINARY PROSPECTUS

Up to 54,584,250 American Depositary Shares

Representing 54,584,250 Ordinary Shares

This prospectus relates to the resale from time to time by the selling securityholders identified in this prospectus, of up to 54,584,250 American Depositary Shares, or ADSs, consisting of (i) 51,318,944ADSs, representing 51,318,944of our ordinary shares, with a nominal value of $0.000042 per share, or the ordinary shares and (ii) up to an aggregate of 3,265,306 ADSs issuable upon the exercise of outstanding warrants to purchase our ADSs, representing 3,265,306 ordinary shares.

We are filing the registration statement of which this prospectus forms a part to fulfill our contractual obligations to the selling securityholders to provide for the registration with the Securities and Exchange Commission, or the SEC, of the resale by the selling securityholder of the ADSs. See “Selling Securityholders” beginning on page 14 of this prospectus for more information about the selling securityholders. The registration of the ADSs to which this prospectus relates does not require the selling securityholders to sell any of its ADSs.

The selling securityholders may, from time to time, sell, transfer or otherwise dispose of any or all of the ADSs being registered or interests in the ADSs being registered on any stock exchange, market or trading facility on which our ADSs or ordinary shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. Prices may vary from purchaser to purchaser during the period of distribution. See “Plan of Distribution.” We are not offering any ADSs or ordinary shares under this prospectus and will not receive any of the proceeds from the sale or other disposition of the ADSs or ordinary shares by the selling securityholders. The net proceeds received from the sale or other disposition of our securities by the selling securityholders, if any, is unknown.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus, including the additional information described under the heading “Incorporation of Documents by Reference,” and any amendments or supplements carefully before you make your investment decision. The ADSs are listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “AUTL.” On May 7, 2025, the closing sale price of the ADSs on Nasdaq was $1.23.

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks that we have described on page 6 of this prospectus under the caption “Risk Factors” and under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 and our other filings with the Securities and Exchange Commission, which are incorporated by reference into this prospectus. We may also include specific risk factors in supplements to this prospectus under the caption “Risk Factors.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is May , 2025.