UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F

(Amendment No. 1)

 

 

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from to

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number: 001-38547

 

 

Autolus Therapeutics plc

(Exact name of Registrant as specified in its charter)

 

 

N/A

(Translation of Registrant’s name into English)

England and Wales

(Jurisdiction of incorporation)

Forest House

58 Wood Lane

London W12 7RZ United Kingdom

(Address of principal executive offices)

Christian Itin

Chief Executive Officer

Autolus Therapeutics plc

58 Wood Lane

London W12 7RZ United Kingdom

+44 20 3829 6230

Email: ir@autolus.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

 

Securities registered or to be registered, pursuant to Section 12(b) of the Act

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

American Depository Shares, each representing one ordinary share, nominal value $0.000042 per share   AUTL   The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report.

Ordinary shares, nominal value $0.000042 per share: 44,983,006 as of December 31, 2019

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

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

 

Large accelerated filer      Accelerated filer     Non-accelerated filer  
         Emerging growth company  

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.  ☒

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  ☒   International Financial Reporting Standards as issuedby the International Accounting Standards Board  ☐    Other  ☐

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.    Item 17  ☐    Item 18  ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

 

 

 


EXPLANATORY NOTE

Autolus Therapeutics plc (the “Company”) is filing this Amendment No. 1 (this “Form 20-F/A”) to its Annual Report on Form 20-F for the fiscal year ended December  31, 2019, originally filed with the U.S. Securities and Exchange Commission on March 3, 2020 (the “Original Form 20-F”), solely to update the certifications filed as Exhibits 12.1 and 12.2 to the Original Form 20-F. The updated certifications include the internal control over financial reporting language that the Company was permitted to exclude in its annual report on Form 20-F for the fiscal year ended September 30, 2018. This Form 20-F/A does not reflect events occurring after the filing of the Original Form 20-F and, other than the filing of the updated certifications mentioned above, does not modify or update the disclosures in the Original Form 20-F.


Item 19. Exhibits.

 

         

INCORPORATED BY REFERENCE

EXHIBIT

NUMBER

  

DESCRIPTION OF EXHIBIT

  

SCHEDULE/

FORM

  

FILE
NUMBER

  

EXHIBIT

 

FILE

DATE

  1.1    Articles of Association of Autolus Therapeutics plc.    Form F-1/A    333-224720    3.1   6/19/18
  2.1    Deposit Agreement by and among the registrant, Citibank, N.A., as the depositary bank and the holders and beneficial owners of American Depositary Shares issued thereunder.    Form F-6/A    333-224837    99.(a)   6/19/18
  2.2    Form of American Depositary Receipt (included in exhibit 2.1).    Form F-6/A    333-224837    99.(a)   6/19/18
  2.3    Autolus Therapeutics plc, Registration Rights Agreement, dated as June 26, 2018           
  4.1#    License Agreement, dated as of September 25, 2014 by and between the registrant and UCL Business plc, as amended on March  2, 2016 and March 28, 2018.    Form F-1/A    333-224720    10.1   5/10/18
  4.2#    Supply Agreement, dated as of March 23, 2018, by and between the registrant and Miltenyi Biotec GmbH.    Form F-1/A    333-224720    10.2   6/8/18
  4.3+    Autolus Therapeutics plc 2018 Equity Incentive Plan.    Form F-1/A    333-224720    10.3   6/19/18
  4.4+    Non-employee Sub Plan to the Autolus Therapeutics plc 2018 Equity Incentive Plan.    Form F-1/A    333-224720    10.4   6/19/18
  4.5+    Management Incentive Compensation Plan.    Form F-1/A    333-224720    10.5   6/8/18
  4.6+    Form of Deed of Indemnity between the registrant and each of its members of senior management and directors.    Form F-1/A    333-224720    10.6   6/8/18


  2.4    Description of Securities    Form 20-F    001-38547    2.4    3/3/2020
  8.1    Subsidiaries of the registrant.    Form 20-F    001-38547    8.1    3/3/2020
12.1*    Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.            
12.2*    Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.            
13.1    Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    Form 20-F    001-38547    13.1    3/3/2020
15.1    Consent of Ernst & Young LLP.    Form 20-F    001-38547    15.1    3/3/2020

 

+

Indicates management contract or compensatory plan.

#

Confidential treatment has been granted as to portions of the exhibit (indicated by asterisks). Confidential materials omitted and filed separately with the Securities and Exchange Commission.

*

Filed herewith.


SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the annual report on its behalf.

 

 

 

 

  AUTOLUS THERAPEUTICS PLC
Date: June 30, 2020  

 

  By:  

/s/ Christian Itin

 

 

 

 

 

  Christian Itin, Ph.D.

 

 

 

 

 

  Chief Executive Officer
Autolus Therapeutics (NASDAQ:AUTL)
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