Autolus Therapeutics plc

Our business is subject to numerous risks. You should carefully consider the information in this Quarterly Report on Form 10-Q, including our financial statements, and related notes, and the risk factors discussed in our most recent Annual Report on Form 10-K, in evaluating our business and prospects. If any of these risks actually occur, our business and financial results could be harmed. In that case, the trading price our ADSs could decline. You should also consider the more detailed description of our business contained in our Annual Report.

There were no material changes during the period covered in this Quarterly Report on Form 10-Q to the Risk Factors previously disclosed in our most recent Annual Report on Form 10-K except as described below.

Our obligations under the Notes Facility are secured by substantially all of our assets and are subject to financial covenants, and a failure to comply with those covenants could have a material adverse effect on our business.

On July 30, 2026, we entered into the Notes Facility with Perceptive. Our obligations are secured by a first-priority security interest on substantially all of our and our guarantor subsidiaries’ assets, subject to customary exceptions. The Note Purchase Agreement also requires us to maintain minimum liquidity and consolidated net revenue levels and contains customary covenants and events of default. If we fail to satisfy these requirements and are unable to obtain a waiver, the lenders could accelerate all amounts outstanding and exercise remedies against collateral, which could materially adversely affect our liquidity, business and financial condition.

As of the end of our most recent second fiscal quarter, we did not meet the requirements for eligibility as a foreign private issuer and, as of January 1, 2027, we will be required to comply with the provisions of the Exchange Act and the rules of Nasdaq applicable to U.S. domestic issuers, which will require us to incur significant expenses and expend time and resources.

As of the end of our most recent second fiscal quarter, we did not meet the requirements for eligibility as a foreign private issuer. As a result, as of January 1, 2027, we will be required to comply with the rules of Nasdaq applicable to U.S. domestic issuers, including U.S. federal proxy rules pursuant to Section 14 of the Exchange Act and Regulations 14A and 14C thereunder, Regulation FD. In addition, as of January 1, 2027, our officers, directors, and principal shareholders will be subject to the short-swing profit disclosure and recovery provisions contained in Section 16 of the Exchange Act. We expect to incur significant legal, accounting, insurance and other expenses and to expend greater time and resources, as we prepare for compliance, and comply, with these requirements.