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
registeredAmerican 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
REFERENCEEXHIBIT
NUMBER

DESCRIPTION OF EXHIBIT

SCHEDULE/
FORM

FILENUMBER

EXHIBIT

FILE
DATE1.1

Articles of Association of Autolus Therapeutics plc.

Form F-1/A

333-224720

3.1

6/19/182.1

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)

6/19/182.2

Form of American Depositary Receipt (included in exhibit 2.1).

Form F-6/A

333-224837

99.(a)

6/19/182.3

Autolus Therapeutics plc, Registration Rights Agreement, dated as June 26, 20184.1#

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

5/10/184.2#

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

6/8/184.3+

Autolus Therapeutics plc 2018 Equity Incentive Plan.

Form F-1/A

333-224720

10.3

6/19/184.4+

Non-employee Sub Plan to the Autolus Therapeutics plc 2018 Equity Incentive Plan.

Form F-1/A

333-224720

10.4

6/19/184.5+

Management Incentive Compensation Plan.

Form F-1/A

333-224720

10.5

6/8/184.6+

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

3/3/20208.1

Subsidiaries of the registrant.

Form 20-F

001-38547

8.1

3/3/202012.1*

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

3/3/202015.1

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 PLCDate: June 30, 2020



By:

/s/ Christian ItinChristian Itin, Ph.D.Chief Executive Officer