Autolus Therapeutics (NASDAQ: AUTL) signs $250M secured notes and warrant deal

Rhea-AI Filing Summary

Autolus Therapeutics plc entered into a senior secured notes facility of up to $250.0 million with Perceptive Credit Holdings V, LP. On July 30, 2026 it issued $75.0 million of Tranche 1 Notes, with up to $175.0 million available in three additional tranches: $25.0 million through January 30, 2027 and two $75.0 million tranches contingent on Consolidated Net Revenue levels before July 31, 2028 and January 31, 2030.

The notes mature on July 30, 2031 and bear interest, paid monthly, at 6.75%–7.25% above the greater of one‑month term SOFR or 3.50%, with a possible 4.00% default step‑up. Obligations are guaranteed by key subsidiaries and secured by a first‑priority lien on substantially all assets, and include financial covenants such as maintaining a Minimum Liquidity Amount between $12.5 million and $50.0 million and specified Consolidated Net Revenue levels.

In connection with the financing, Autolus issued Perceptive a warrant for up to 3,500,000 ADSs at an exercise price of $1.9314 per ADS, a 25% premium to the 30‑day volume weighted average price, and will issue additional warrants for up to 2,500,000 ADSs with each of Tranche 3 and Tranche 4. All warrants expire on July 30, 2036, may be exercised on a cashless basis, and benefit from resale registration rights.

Filing Explained

The issued notes defer principal repayment until July 30, 2031, while resale registration remains an agreed filing obligation.

The issued $75.0 million notes create a current secured debt obligation, but the filing states that no principal is scheduled before July 30, 2031, when outstanding principal and unpaid interest are due.

The company may redeem the notes earlier, subject to a premium ranging from 1% to 8% before maturity. The registration arrangement is prospective: the company agreed to file a resale registration statement within 45 calendar days after closing, and the filing states that the warrants and related ADSs may not be offered or sold absent registration or an exemption.

If an event of default occurs, the agreement permits outstanding principal and interest to be declared immediately due and payable, in whole or in part.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Maximum Notes Facility: $250.0 million Tranche 1 Notes Issued: $75.0 million Remaining Tranche Capacity: $175.0 million +5 more

8 metrics

Maximum Notes Facility $250.0 million Aggregate principal amount of senior secured notes facility with Perceptive

Tranche 1 Notes Issued $75.0 million First tranche of notes issued on July 30, 2026

Remaining Tranche Capacity $175.0 million Additional capacity across Tranche 2, Tranche 3 and Tranche 4

Interest Margin Range 6.75%–7.25% Annual margin over the greater of one‑month term SOFR or 3.50%

Minimum Liquidity Covenant $12.5 million–$50.0 million Required Minimum Liquidity Amount before the Maturity Date

Initial Warrant ADSs 3,500,000 ADSs ADSs underlying Perceptive’s warrant issued on the Closing Date

Initial Warrant Exercise Price $1.9314 per ADS Exercise price at a 25% premium to the 30‑day VWAP

Warrant Expiration Date July 30, 2036 Expiration date for all warrants issued to Perceptive

Key Terms

senior secured notes facility, Minimum Liquidity Amount, Consolidated Net Revenue, Registration Rights Agreement, +2 more

6 terms

senior secured notes facility financial

"The Note Purchase Agreement provides for a senior secured notes facility"

Minimum Liquidity Amount financial

"maintain a Minimum Liquidity Amount ranging from $12.5 million to $50.0 million"

Consolidated Net Revenue financial

"becomes available if the Company achieves certain Consolidated Net Revenue levels"

Registration Rights Agreement regulatory

"the Company entered into a Registration Rights Agreement with Perceptive"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

cashless basis financial

"All the warrants ... may be exercised on a cashless and/or “net” basis"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

volume weighted average sale price financial

"a 25% premium to the 30-day volume weighted average sale price of the ADSs"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/03/2026 - 07:01 AM Accepted by SEC EDGAR 08/03/2026 - 07:00 AM Learn about SEC filing dates

FAQ

What is the size and structure of Autolus Therapeutics (AUTL)'s new Perceptive notes facility?

Autolus arranged a senior secured notes facility of up to $250.0 million with Perceptive. It issued an initial $75.0 million Tranche 1 on July 30, 2026, with up to $175.0 million available in three additional tranches subject to timing and Consolidated Net Revenue conditions.

What are the interest rate and maturity terms on Autolus Therapeutics (AUTL)'s Perceptive notes?

The notes mature on July 30, 2031 and pay interest monthly at 6.75%–7.25% above the greater of one‑month term SOFR or 3.50%. Upon certain events of default, the interest rate may increase by an additional 4.00% per year.

What warrant package did Perceptive receive from Autolus Therapeutics (AUTL)?

Perceptive received an initial warrant for up to 3,500,000 ADSs at $1.9314 per ADS, a 25% premium to the 30‑day VWAP. With Tranche 3 and Tranche 4, it will receive additional warrants for up to 2,500,000 ADSs each, all expiring July 30, 2036.

What financial covenants apply under Autolus Therapeutics (AUTL)'s new notes facility?

Autolus must maintain a Minimum Liquidity Amount ranging from $12.5 million to $50.0 million, depending on revenue and market capitalization thresholds. It also must meet specified Consolidated Net Revenue levels on calculation dates, with failure potentially constituting an event of default.

How is Autolus Therapeutics (AUTL)'s Perceptive debt secured and guaranteed?

The company’s obligations are guaranteed by certain wholly owned subsidiaries, including Autolus Holdings (UK) Limited, Autolus Limited, Autolus Inc. and Autolus GmbH. The notes are secured by a first‑priority perfected security interest in substantially all existing and after‑acquired assets of Autolus and the subsidiary guarantors.

What registration rights did Autolus Therapeutics (AUTL) grant Perceptive for the warrant ADSs?

Autolus agreed to file a resale registration statement within 45 days of the Closing Date covering Registrable Securities from the initial warrant and, when eligible, additional warrants. Any securities initially ineligible must be registered under a further registration statement within 45 days of becoming eligible.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2026

Autolus Therapeutics plc

(Exact name of registrant as specified in its Charter)

England and Wales		001-38547		Not applicable
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

The Mediaworks

191 Wood Lane

London W12 7FP

United Kingdom

(Address of principal executive offices)(Zip Code)

(44) 20 3829 6230

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value $0.000042 per share		AUTL		The Nasdaq Global Select Market
Ordinary shares, nominal value $0.000042 per share*		*		The Nasdaq Stock Market LLC*

* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Global Select Market. The American Depositary Shares represent the right to receive ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly, the American Depositary Shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8 thereunder.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Perceptive Senior Secured Notes Facility

On July 30, 2026 (the “Closing Date”), Autolus Therapeutics plc (the “Company”) entered into a Note Purchase Agreement and Guaranty (the “Note Purchase Agreement”) with certain subsidiaries of the Company, as guarantors, the noteholders party thereto and Perceptive Credit Holdings V, LP (“Perceptive”), as administrative agent for the noteholders (in such capacity, together with permitted successors and assigns, the “Agent”). The Note Purchase Agreement provides for a senior secured notes facility in an aggregate principal amount of up to $250.0 million (the “Notes Facility” and the senior secured notes issued thereunder, the “Notes”).

On the Closing Date, the Company issued the first tranche of notes under the Note Purchase Agreement in an aggregate principal amount of $75.0 million (the “Tranche 1 Notes”). The Notes Facility permits the Company to issue up to an additional $175.0 million of Notes, in three additional tranches. The second tranche in an aggregate principal amount of up to $25.0 million is available from the Closing Date through January 30, 2027 (the “Tranche 2 Notes”). The third tranche in an aggregate principal amount of up to $75.0 million (the “Tranche 3 Notes”) becomes available if the Company achieves certain Consolidated Net Revenue (as defined in the Note Purchase Agreement) levels prior to July 31, 2028, and the fourth tranche in an aggregate principal amount of up to $75.0 million (the “Tranche 4 Notes”) becomes available if the Company achieves certain Consolidated Net Revenue levels prior to January 31, 2030.

The Notes Facility has a maturity date of July 30, 2031 (the “Maturity Date”). The Notes Facility accrues interest, payable monthly in arrears, at an annual rate equal to the sum of (a) an applicable margin ranging from 6.75% to 7.25% based on the Consolidated Net Revenue for the most recently ended trailing twelve consecutive month period plus (b) the greater of (i) one-month term SOFR and (ii) 3.50%. Upon the occurrence and during the continuance of an event of default under the Note Purchase Agreement, the interest rate shall increase by an additional 4.00% per annum upon the request of the Agent and upon written notice to the Company, or automatically in the case of a payment or bankruptcy event of default. The Company paid upfront fees and other customary fees and expenses upon the issuance of the Tranche 1 Notes on the Closing Date. The Company will also be required to pay upfront fees and other customary fees and expenses upon each issuance of the Tranche 2 Notes, the Tranche 3 Notes or the Tranche 4 Notes under the Notes Facility.

Prior to the Maturity Date, there will be no scheduled principal payments under the Notes Facility. On the Maturity Date, the Company is required to pay the Agent the aggregate outstanding principal amount of the notes thereunder and all accrued and unpaid interest thereon. The outstanding notes under the Notes Facility may be redeemed at any time, subject to an early redemption premium ranging from 1% to 8% if such early redemption occurs prior to the Maturity Date.

The Company’s obligations under the Note Purchase Agreement are guaranteed by certain of the Company’s wholly-owned subsidiaries, including Autolus Holdings (UK) Limited, Autolus Limited, Autolus Inc. and Autolus GmbH as of the Closing Date, and will be guaranteed by any future direct and indirect subsidiaries of the Company, other than any Excluded Subsidiaries (as defined in the Note Purchase Agreement). The Company’s obligations under the Note Purchase Agreement are secured by a first priority perfected security interest on substantially all of the existing and after-acquired assets of the Company and subsidiary guarantors, subject to customary exceptions.

The Note Purchase Agreement contains certain representations and warranties, affirmative covenants, negative covenants, and events of default that are customarily required for similar financings. In addition, the Note Purchase Agreement contains financial covenants requiring the Company to (i) at all times prior to the Maturity Date, maintain a Minimum Liquidity Amount (as defined in the Note Purchase Agreement) ranging from $12.5 million to $50.0 million depending on certain Consolidated Net Revenue and market capitalization thresholds and (ii) as of each calculation date set forth in the Note Purchase Agreement, maintain Consolidated Net Revenue that is not less than the amounts specified in the Note Purchase Agreement. The occurrence of an event of default under the Note Purchase Agreement could result in, among other things, the declaration that all outstanding principal and interest thereunder are immediately due and payable in whole or in part.

Perceptive Warrants

On the Closing Date, the Company issued to Perceptive a warrant to purchase up to 3,500,000 of the Company’s American Depositary Shares (the “ADSs”) representing ordinary shares, on a one-for-one basis, with a nominal value of $0.000042 per share, with an exercise price of $1.9314 per ADS, which is a 25% premium to the 30-day volume weighted average sale price of the ADSs on NASDAQ as reported by Bloomberg for the period ending on the business day immediately preceding the Closing Date.

Upon the issuance of each of the Tranche 3 Note and the Tranche 4 Note, respectively, the Company will issue to Perceptive an additional warrant to purchase up to 2,500,000 ADSs per tranche (which number of ADSs will be adjusted for any stock splits, stock combinations and the like that take place after the Closing Date and prior to the applicable issuance date), with an exercise price equal to the 30-day volume weighted average sale price of the ADSs on NASDAQ as reported by Bloomberg for the period ending on the business day immediately preceding such issuance date.

All the warrants, regardless of issuance date, will have an expiration date of July 30, 2036, may be exercised on a cashless and/or “net” basis, are freely transferable, and will be automatically exercised, on a cashless basis, prior to their expiration if the value of the shares underlying the respective warrant is greater than the then-applicable exercise price. The warrant exercise prices are subject to adjustment for certain recapitalization events, as further described in the warrants.

The warrant was, and the additional warrants will be, issued in reliance upon an exemption from registration contained in Section 4(a)(2) under the Securities Act. The warrants and the ADSs issuable thereunder may not be offered, sold, pledged or otherwise transferred in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

Registration Rights Agreement

On July 30, 2026, in connection with the Note Purchase Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Perceptive, pursuant to which the Company agreed to prepare and file with the SEC, promptly following the Closing Date but no later than 45 calendar days following the Closing Date (the “Filing Deadline”), a registration statement (the “Initial Registration Statement”) covering the resale of all Registrable Securities relating to the warrant issued at the Closing Date and, to the extent eligible for inclusion, all Registrable Securities relating to the warrants issuable under the Note Purchase Agreement but not yet issued as of the Filing Deadline (including the warrants issuable at the Tranche 2 Notes, Tranche 3 Notes and Tranche 4 Notes issue dates). To the extent any such Registrable Securities are ineligible for inclusion in the Initial Registration Statement, the Company agreed to file an additional registration statement to register such securities within 45 calendar days of their becoming eligible for registration.

The foregoing summary of the Note Purchase Agreement, the warrants and the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of each of the above-referenced documents, copies of which are filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 under the heading “Perceptive Senior Secured Notes Facility” is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 under the heading “Perceptive Warrants” is incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
4.1		Form of Warrant Certificate
10.1#		Note Purchase Agreement and Guaranty, dated July 30, 2026, by and among the Company, as issuer, the guarantors party thereto from time to time, the noteholders party thereto from time to time and Perceptive Credit Holdings V, LP, as the administrative agent for the noteholders.
10.2		Registration Rights Agreement, dated July 30, 2026, by and between the Company and Perceptive.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Certain confidential information has been omitted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the Company treats as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						AUTOLUS THERAPEUTICS PLC
Dated: August 3, 2026				By:		/s/ Christian Itin, Ph.D.
						Name: Christian Itin, Ph.D.
						Title: Chief Executive Officer

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 EX-10.1 793.3 KB
• EX-10.2 EX-10.2 132.4 KB

Other Documents

• EX-4.1 EX-4.1 114.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 23.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.6 KB