Autolus gains new 15.4M-share holder as MAK Capital files Schedule 13G

Rhea-AI Filing Summary

MAK Capital Fund LP, MAK Capital One L.L.C., and Michael A. Kaufman have disclosed a passive ownership stake in Autolus Therapeutics plc (NASDAQ: AUTL) via Schedule 13G. The group reports beneficial ownership of 15,408,638 American Depositary Shares (ADS), equal to 5.8 % of the company’s 266,141,411 ordinary shares/ADS outstanding as of 7 May 2025. All voting and dispositive authority over the shares is held on a shared basis; none is held solely by any individual entity. MAK Capital Fund is organized in Bermuda, while MAK Capital One L.L.C. and Mr. Kaufman are U.S.-based (Delaware). The filing is made under Rule 13d-1(c), indicating the stake is passive rather than activist; the certification expressly states the securities were not acquired to influence control of the issuer. The event triggering the filing occurred on 17 June 2025, and signatures were executed on 25 June 2025.

The disclosure is material because it crosses the 5 % threshold that requires public reporting, signaling meaningful institutional interest. However, the absence of sole voting power and the passive filing status reduce the likelihood of immediate governance changes. Investors may view the stake as a constructive vote of confidence in Autolus’ long-term prospects without signaling imminent strategic pressure.

Positive

• Institutional stake of 15.4 million ADS (5.8 %) demonstrates confidence in Autolus Therapeutics and may enhance market perception of ownership stability.

Negative

• None.

Insights

Financial Analyst

TL;DR – MAK Capital’s 5.8 % passive stake is a modestly positive signal of institutional confidence but implies no near-term control ambitions.

Crossing the 5 % threshold forces disclosure, making this filing inherently noteworthy. A 15.4 million-share position in a clinical-stage biotech suggests meaningful capital commitment and could improve market perception of funding stability. Because the filing is a 13G (not 13D), the investors certify a non-activist stance, lowering the probability of governance upheaval or proxy action. Short-term trading impact is typically limited, yet the presence of an experienced healthcare investor like MAK may attract additional follow-on interest. Overall impact skews positive but remains moderate given the passive posture and absence of new operational information.

Corporate Governance Specialist

TL;DR – Passive classification signals limited governance effect; disclosure is material but largely neutral for control dynamics.

The group holds shared voting and dispositive power over all 15.4 million ADS, with no sole authority. Because the investors filed under Rule 13d-1(c) and included standard certification language, they disavow any intent to influence control. Therefore, board composition, strategic direction, and M&A prospects are unlikely to change solely due to this stake. Investors should monitor for any later switch to a Schedule 13D, which would indicate activist intent. At present the governance impact is neutral, though transparency enhances shareholder awareness.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Autolus Therapeutics plc

(Name of Issuer)

Ordinary Shares, nominal value $0.000042 per share, and American Depositary Shares ("ADS"). Each ADS represents one Ordinary Share

(Title of Class of Securities)

05280R100

(CUSIP Number)

06/17/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 05280R100

1

Names of Reporting Persons

MAK Capital Fund LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 15,408,638.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 15,408,638.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,408,638.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.8 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: For item 6: Represents 15,408,638 shares of American Depositary Shares ("ADS"), each representing one ordinary share, par value $0.000042 per share. For item 11: The calculation is based upon 266,141,411 ordinary shares (including shares in the form of ADS), nominal value $0.000042 per share outstanding as of May 7, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025.

SCHEDULE 13G

CUSIP No. 05280R100

1

Names of Reporting Persons

MAK Capital One L.L.C.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 15,408,638.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 15,408,638.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,408,638.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.8 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: For item 11: The calculation is based upon 266,141,411 ordinary shares (including shares in the form of ADS), nominal value $0.000042 per share outstanding as of May 7, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025.

SCHEDULE 13G

CUSIP No. 05280R100

1

Names of Reporting Persons

Michael A. Kaufman

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 15,408,638.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 15,408,638.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,408,638.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.8 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: For item 11: The calculation is based upon 266,141,411 ordinary shares (including shares in the form of ADS), nominal value $0.000042 per share outstanding as of May 7, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Autolus Therapeutics plc
(b)	Address of issuer's principal executive offices: The Mediaworks, 191 Wood Lane, London, W12 7FP, United Kingdom
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed by i. MAK Capital Fund LP ("MAK Fund") ii. MAK Capital One L.L.C. ("MAK Capital"); and iii. Michael A. Kaufman ("Mr. Kaufman," and collectively with MAK Fund and MAK Capital, the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: The principal business address of (i) MAK Fund is c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda; and (ii) MAK Capital and Mr. Kaufman is 590 Madison Avenue, 31st Floor, New York, NY 10022.
(c)	Citizenship: MAK Fund is a Bermuda limited partnership. MAK Capital is a Delaware limited liability company. Mr. Kaufman is a United States citizen.
(d)	Title of class of securities: Ordinary Shares, nominal value $0.000042 per share, and American Depositary Shares ("ADS"). Each ADS represents one Ordinary Share
(e)	CUSIP No.: 05280R100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 15,408,638
(b)	Percent of class: 5.8 The calculation is based upon 266,141,411 ordinary shares (including shares in the form of ADS), nominal value $0.000042 per share outstanding as of May 7, 2025, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 15,408,638
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 15,408,638
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MAK Capital Fund LP

Signature:	/s/ Michael A. Kaufman
Name/Title:	Managing Member
Date:	06/25/2025

MAK Capital One L.L.C.

Signature:	/s/ Michael A. Kaufman
Name/Title:	Managing Member
Date:	06/25/2025

Michael A. Kaufman

Signature:	/s/ Michael A. Kaufman
Name/Title:	MICHAEL A. KAUFMAN
Date:	06/25/2025

FAQ

How many Autolus (AUTL) shares does MAK Capital now own?

The reporting group beneficially owns 15,408,638 ADS, each representing one ordinary share.

What percentage of Autolus’ outstanding shares is represented by MAK Capital’s stake?

The stake equals approximately 5.8 % of the 266,141,411 ordinary shares/ADS outstanding as of 7 May 2025.

Is the MAK Capital filing activist or passive?

It is a Schedule 13G filed under Rule 13d-1(c), indicating a passive investment intent.

Does MAK Capital have sole voting or dispositive power over the shares?

No. Sole voting and dispositive power are 0; all 15,408,638 shares are held with shared voting and dispositive power.

When did the ownership threshold trigger the filing requirement?

The event date requiring the filing was 17 June 2025.

Who are the reporting persons in this Schedule 13G?

The filing lists MAK Capital Fund LP, MAK Capital One L.L.C., and Michael A. Kaufman as joint reporting persons.