SEC Form S-8 filed by Autolus Therapeutics plc

As filed with the U.S. Securities and Exchange Commission on November 18, 2025

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Autolus Therapeutics plc

(Exact name of registrant as specified in its charter)

The MediaWorks

191 Wood Lane

White City

London W12 7FP United Kingdom

Tel: +44 20 3829 6230

(Address of principal executive offices, including zip code)

Autolus Therapeutics plc 2025 Employee Share Purchase Plan

Autolus Therapeutics plc 2025 Inducement Plan

Autolus Therapeutics plc 2018 Equity Incentive Plan

(Full titles of the plans)

Autolus Inc.

15810 Gaither Drive

Gaithersburg, Maryland 20877

United States of America

Tel: +1 240 801 3830

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

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Autolus Therapeutics plc (the “Registrant”) for the purpose of registering up to an aggregate of 16,645,656 of the Registrant’s ordinary shares represented by American Depositary Shares (“ADSs”), comprising (i) 3,000,000 ADSs that may be issued pursuant to the Registrant’s 2025 Employee Share Purchase Plan (the “2025 ESPP”) (as further described below), (ii) 3,000,000 ADSs that may be issued pursuant to the Registrant’s 2025 Inducement Plan (the “2025 Inducement Plan”) (as further described below) and (iii) 10,645,656 additional ADSs that may be issued pursuant to the Registrant’s 2018 Equity Incentive Plan (the “2018 Plan” and, collectively with the 2025 ESPP and the 2025 Inducement Plan, the “Plans”) (as further described below).

The 2025 ESPP was adopted by the Registrant’s Board of Directors (the “Board”) on May 20, 2025, subject to stockholder approval, which was obtained at the Annual Meeting of Stockholders (the “2025 Annual Meeting”) on June 26, 2025 (the “Effective Date”). This Registration Statement is being filed to register 3,000,000 ADSs under the 2025 ESPP.

On March 27, 2025, the Board adopted the 2025 Inducement Plan and reserved 3,000,000 ADSs to be used exclusively for grants of equity-based awards to such individuals who were not previously employees or directors of the Registrant as a material inducement to such individuals’ entry into employment with the Registrant within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The 2025 Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. This Registration Statement is being filed to register 3,000,000 ADSs under the 2025 Inducement Plan.

The 2018 Plan provides for an annual automatic increase in the number of ordinary shares represented by ADSs reserved for issuance under the 2018 Plan. This Registration Statement is being filed to register 10,645,656 ADSs under the 2018 Plan. Such ADSs represent the increase that occurred on October 1, 2025 and are being registered in addition to the ADSs for which registration statements on Form S-8 (File No. 333-226457), Form S-8 (File No. 333-273776), Form S-8 (File No. 333-275301) and Form S-8 (File No. 333-283229) were filed with the Commission on July 31, 2018, August 7, 2023, November 3, 2023 and November 14, 2024, respectively (the “Prior Registration Statements”). Accordingly, the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.

PART I

INFORMATION REQUIRED TO BE IN THE SECTION 10(A) PROSPECTUS

In accordance with the instructional note to Part I of Form S-8, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

PART II

Item 3. Incorporation of Documents By Reference.

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement, except as to specific section of such statements as set forth therein.

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, the City of London, United Kingdom, on November 18, 2025.

POWER OF ATTORNEY

We, the undersigned officers and directors of Autolus Therapeutics plc, hereby severally constitute and appoint Christian Itin and Alex Driggs our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 filed herewith and any and all amendments (including post-effective amendments) to said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Autolus Therapeutics plc to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Autolus Therapeutics plc has signed this registration statement or amendment thereto on November 18, 2025.