UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of September 2018
Commission File Number: 001-38547
Autolus Therapeutics plc
(Translation of registrant’s name into English)
Forest House
58 Wood Lane
White City
London W12 7RZ
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Autolus Therapeutics plc, formerly Autolus Therapeutics Limited, was incorporated in England and Wales on February 2, 2018.
In June 2018, the Company undertook a corporate reorganization pursuant to which (i) Autolus Therapeutics Limited became the direct holding company of Autolus Holdings (UK) Limited, a new holding company incorporated pursuant to the laws of England and Wales, (ii) Autolus Holdings (UK) Limited became the wholly owned subsidiary of Autolus Therapeutics Limited and the direct holding company of Autolus Limited, and (iii) Autolus Therapeutics Limited re-registered as a public limited company and change its name to Autolus Therapeutics plc.
Autolus Therapeutics plc is submitting this Report on Form 6-K to furnish its (i) unaudited balance sheet as of March 31, 2018 for Autolus Therapeutics plc, (ii) unaudited condensed balance sheets as of March 31, 2018 and September 30, 2017 for Autolus Limited, Predecessor to Autolus Therapeutics plc, and (iii) unaudited condensed statements of operations and comprehensive loss for the six months ended March 31, 2018 and 2017 for Autolus Limited, Predecessor to Autolus Therapeutics plc, which are furnished herewith as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, to this Report on Form 6-K. The furnished balance sheets and statements of operations and comprehensive loss as of and for the six-months ended March 31, 2018 do not reflect the corporate reorganization and initial public offering completed in June 2018.
EXHIBIT LIST
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, thereunto duly authorized.
| Autolus Therapeutics plc | ||||||
| Date: September 26, 2018 | By: | /s/ Andrew J. Oakley | ||||
| Name Andrew J. Oakley | ||||||
| Title: Senior Vice President, Chief Financial Officer | ||||||
Exhibit 99.1
AUTOLUS THERAPEUTICS PLC
(formerly AUTOLUS THERAPEUTICS LIMITED)
BALANCE SHEET
(UNAUDITED)
(Expressed in US Dollars, unless otherwise stated)
| March 31, 2018 |
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| TOTAL ASSETS |
$ | — | ||
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| Liabilities |
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| — | ||||
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| Equity |
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| Share capital (£0.00001 par value, one hundred thousand shares, issued and outstanding) |
1 | |||
| Additional paid in capital |
— | |||
| Receivable from shareholder |
(1 | ) | ||
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| Total equity |
— | |||
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| TOTAL LIABILITIES AND EQUITY |
$ | — | ||
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Exhibit 99.2
AUTOLUS LIMITED
(PREDECESSOR to AUTOLUS THERAPEUTICS PLC)
CONDENSED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share and per share amounts)
| March 31, 2018 |
September 30, 2017 |
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| Assets |
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| Current assets: |
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| Cash |
$ | 120,674 | $ | 137,070 | ||||
| Prepaid expenses and other current assets |
11,198 | 5,412 | ||||||
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| Total current assets |
131,872 | 142,482 | ||||||
| Non-current assets: |
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| Property and equipment, net |
11,590 | 6,180 | ||||||
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| Total assets |
$ | 143,462 | $ | 148,662 | ||||
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| Liabilities and shareholders’ equity |
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| Current liabilities: |
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| Accounts payable |
$ | 3,613 | $ | 1,946 | ||||
| Accrued expenses and other liabilities |
11,888 | 3,087 | ||||||
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| Total current liabilities |
15,501 | 5,033 | ||||||
| Non-current liabilities: |
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| Long-term lease incentive obligation |
258 | 265 | ||||||
| Other long-term payables |
604 | 763 | ||||||
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| Total liabilities |
16,363 | 6,061 | ||||||
| Shareholders’ equity: |
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| Preferred shares, £0.00001 par value; 78,143,548 shares authorized, 78,002,897 and 78,143,548 shares issued and outstanding as of September 30, 2017 and March 31, 2018, respectively |
1 | 1 | ||||||
| Ordinary shares, £0.00001 par value; 119,203,434 shares authorized, 17,428,434 and 17,414,585 shares issued and outstanding at September 30, 2017 and March 31, 2018, respectively |
— | |||||||
| Additional paid-in capital |
196,981 | 194,351 | ||||||
| Accumulated other comprehensive loss |
2,258 | (3,849 | ) | |||||
| Accumulated deficit |
(72,141 | ) | (47,902 | ) | ||||
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| Total shareholders’ equity |
127,099 | 142,601 | ||||||
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| Total liabilities and shareholders’ equity |
$ | 143,462 | $ | 148,662 | ||||
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Exhibit 99.3
AUTOLUS LIMITED
(PREDECESSOR to AUTOLUS THERAPEUTICS PLC)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(In thousands, except share and per share amounts)
| For the Six Months Ended March 31, |
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| 2018 | 2017 | |||||||
| Grant income |
$ | 657 | $ | 881 | ||||
| Operating expenses: |
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| Research and development |
17,191 | 7,012 | ||||||
| General and administrative |
7,413 | 3,327 | ||||||
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| Total operating expenses, net |
23,947 | 9,458 | ||||||
| Other income (expense): |
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| Interest income |
470 | 54 | ||||||
| Other expense |
(3,625 | ) | (15 | ) | ||||
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| Total other income (expense), net |
(3,155 | ) | 39 | |||||
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| Net loss before income tax |
(27,102 | ) | (9,419 | ) | ||||
| Income tax benefit |
2,863 | 1,827 | ||||||
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| Net loss attributable to ordinary shareholders |
(24,239 | ) | (7,592 | ) | ||||
| Other comprehensive (loss) income: |
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| Foreign exchange translation adjustment |
6,108 | (848 | ) | |||||
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| Total comprehensive loss |
(18,131 | ) | (8,440 | ) | ||||
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| Basic and diluted net loss per ordinary share |
$ | (2.03 | ) | $ | (0.80 | ) | ||
| Weighted-average basic and diluted ordinary shares |
13,339,613 | 11,731,496 | ||||||