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 June 2023
Commission File Number: 001-38547
Autolus Therapeutics plc
(Translation of registrant’s name into English)
The MediaWorks
191 Wood Lane
London W12 7FP
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:
x 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): ☐
INCORPORATION BY REFERENCE
This Report on Form 6-K (the “Report”), excluding Exhibit 99.1 to this Report, shall be deemed to be incorporated by reference into the registration statements on Form F-3 (File No. 333-258556), Form F-3 (File No. 333-264304), Form F-3 (File No. 333-264650) and Form S-8 (File No. 333-226457) of Autolus Therapeutics plc (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Appointment of New Director
On June 20, 2023, Autolus Therapeutics plc (the “Company”) announced that, upon the recommendation of its Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Company’s Board of Directors (the “Board”), the Board appointed Robert Iannone, M.D., M.S.C.E. to serve as a Class I director of the Company, effective June 15, 2023. Dr. Iannone will serve for an initial term expiring at the Company’s 2025 annual meeting of stockholders, and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal.
Dr. Iannone will be compensated in accordance with the terms of the Company’s non-executive director compensation policy, as amended in April 2023 to reflect updated annual retainers and initial and annual equity awards for non-executive directors. Pursuant to the amended policy, Dr. Iannone will be entitled to receive a £31,500 annual retainer for his service on the Board and a £6,000 annual retainer for his service as a member of the Research & Development Committee.
Further, pursuant to the policy amended as of April 2023, in connection with Dr. Iannone’s appointment as a non-executive director, he will also be granted an initial one-time equity award of options to purchase 105,000 of the Company’s American Depositary Shares (“ADSs”) representing its ordinary shares, with an exercise price equal to the closing price of the Company’s ADSs on June 30, 2023, the date of the Company’s Annual General Meeting of Shareholders.
The award will vest and become exercisable in twelve equal monthly installments, subject to his continued service to the Company through each applicable vesting date. The Company also entered into its standard deed of indemnity agreement for directors and officers with Dr. Iannone, the form of which was filed as an exhibit to the Company’s Registration Statement on Form F-1 (File No. 333- 224720) filed with the SEC on June 8, 2018.
There are no arrangements or understandings between Dr. Iannone and any other persons pursuant to which Dr. Iannone was appointed as a director, and there are no related-party transactions in which Dr. Iannone has an interest requiring disclosure.
On June 20, 2023, the Company issued a press release announcing the appointment which is furnished as Exhibit 99.1 to this Report..
EXHIBIT INDEX
| Exhibit No. | Description | ||||||||||
| Press release dated June 20, 2023. | |||||||||||
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: | June 20, 2023 | By: | /s/ Christian Itin | |||||||||||
| Name | Christian Itin, Ph.D. | |||||||||||||
| Title: | Chief Executive Officer | |||||||||||||
Autolus Therapeutics strengthens its Board with the appointment of Dr. Robert Iannone as a Non-Executive Director June 20, 2023 LONDON, June 20, 2023 (GLOBE NEWSWIRE) -- Autolus Therapeutics plc (Nasdaq: AUTL), a clinical-stage biopharmaceutical company developing next-generation programmed T cell therapies, today announces that Dr. Robert Iannone, Executive Vice President, Global Head of Research & Development of Jazz Pharmaceuticals plc, has been appointed as a Non-Executive Director to Autolus’ Board of Directors, effective as of June 15, 2023. Dr. Iannone will serve as a Class I Director, with an initial term expiring at Autolus’ 2025 Annual General Meeting. Dr. Iannone brings to Autolus a wealth of experience in the life science industry, having worked across a broad range of therapeutic areas and phases of development, including immuno-oncology programs at Jazz Pharmaceuticals plc, Immunomedics, Inc., AstraZeneca plc and Merck & Co., Inc. “On behalf of the entire Board and Management Team, we are pleased to welcome Rob to Autolus,” said Dr. Christian Itin, Chief Executive Officer of Autolus. “Rob brings broad experience of drug development and regulatory know-how from his long career in oncology. At a time when we are shaping the product profile for obe-cel beyond ALL and preparing for a BLA filing in r/r adult ALL towards the end of the year, his expertise and knowledge will be invaluable.” “I am delighted to join the Board of Autolus at such a pivotal time in the Company’s development,” said Dr. Robert Iannone. “Obe-cel has the potential to transform the outlook for adult patients with acute lymphoblastic leukemia, and behind that, there is a pipeline of CAR T-cell products and technologies, which can impact more broadly on the treatment paradigm for both liquid and solid tumors.” Prior to joining Jazz Pharmaceuticals, Dr. Iannone served as Head of Research and Development and Chief Medical Officer of Immunomedics, Inc. He previously served as Senior Vice President and Head of Immuno-oncology, Global Medicines Development, and the Global Products Vice President at AstraZeneca plc and held several management roles at Merck & Co., Inc., culminating in his role as Executive Director and Section Head of Oncology Clinical Development. Prior to then, Dr. Iannone served as Assistant Professor of Pediatrics at the University of Pennsylvania School of Medicine. Dr. Iannone has also held senior governance and government health advisory roles. He currently serves on the Board of Directors of iTeos Therapeutics and previously served on the Board of Directors of Jounce Therapeutics (acquired by Concentra Biosciences in 2023 for $96.46 million). He has served on the Cancer Steering Committee of the Biomarkers Consortium/Foundation for the National Institutes of Health since 2011, and currently sits on the executive committee of Biomarkers Consortium. Dr. Iannone received an M.D. from Yale University and an M.S.C.E. from University of Pennsylvania. He completed his Residency and Chief Residency in Pediatrics and a Fellowship in Pediatric Hematology-Oncology at Johns Hopkins University. About Autolus Therapeutics plc Autolus is a clinical-stage biopharmaceutical company developing next-generation, programmed T cell therapies for the treatment of cancer. Using a broad suite of proprietary and modular T cell programming technologies, the Company is engineering precisely targeted, controlled and highly active T cell therapies that are designed to better recognize cancer cells, break down their defense mechanisms and eliminate these cells. Autolus has a pipeline of product candidates in development for the treatment of hematological malignancies and solid tumors. For more information, please visit www.autolus.com. About obe-cel (AUTO1) Obe-cel is a CD19 CAR T cell investigational therapy designed to overcome the limitations in clinical activity and safety compared to current CD19 CAR T cell therapies. Designed to have a fast target binding off-rate to minimize excessive activation of the programmed T cells, obe-cel may reduce toxicity and be less prone to T cell exhaustion, which could enhance persistence and improve the ability of the programmed T cells to engage in serial killing of target cancer cells. In collaboration with Autolus’ academic partner, UCL, obe-cel is currently being evaluated in a Phase 1 clinical trials for B-NHL. Autolus has progressed obe-cel to the FELIX trial, a pivotal trial for adult ALL. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts, and in some cases can be identified by terms such as "may," "will," "could," "expects," "plans," "anticipates," and "believes." These statements include, but are not limited to, statements regarding the planned submission of a Biologics License Application for obe-cel by the end of 2023. Any forward-looking statements are based on management's current views and assumptions and involve risks and uncertainties that could cause actual results, performance, or events to differ materially from those expressed or implied in such statements. These risks and uncertainties include, but are not limited to, the risks that Autolus and Cardinal Health are unable agree on a definitive agreement, or that the arrangement described in such an agreement does not produce the desired results; Autolus’ preclinical or clinical programs do not advance or result in approved products on a timely or cost effective basis or at all; the cost, timing, and results of clinical trials; that many product candidates do not become approved drugs on a timely or cost effective basis or at all. For a discussion of other risks and uncertainties, and other important factors, any of which could cause Autolus’ actual results to differ from those contained in the forward-looking statements, see the section titled "Risk Factors" in Autolus' Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 7, 2023, as well as discussions of potential risks, uncertainties, and other important factors in Autolus' subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and Autolus undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Contact:
Julia Wilson +44 (0) 7818 430877 j.wilson@autolus.com Susan A. Noonan S.A. Noonan Communications +1-917-513-5303 susan@sanoonan.com Alexandra Deschner +32-490-58-35-23 a.deschner@autolus.com