SecProbe.io

June 15, 2018
Christian Itin, Ph.D.
Chief Executive Officer
Autolus Therapeutics Ltd
Forest House
58 Wood Lane
White City
London W12 7RZ
United Kingdom
Re:Autolus Therapeutics Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed June 8, 2018
File No. 333-224720
Dear Dr. Itin:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Form F-1 filed June 8, 2018
Summary Financial Data, page 17
1. Please clarify what the current pro forma information under the Statement of Operations
and Comprehensive Loss Data represents. In addition, given that under the corporate
reorganization all issued equity shares of Autolus Limited convert on a 3.185-to-1 basis
into shares of Autolus Therapeutics Limited stock, please revise your statement of
operations and comprehensive loss data to provide additional pro forma share and per

 FirstName LastNameChristian Itin, Ph.D.
 Comapany NameAutolus Therapeutics Ltd
 June 15, 2018 Page 2
 FirstName LastName
Christian Itin, Ph.D.
Autolus Therapeutics Ltd
June 15, 2018
Page 2
share information for both years presented that reflect the conversion ratio. This comment
also applies to your Selected Financial Data on page 93.
Part II. Information Not Required in Prospectus
Item 7. Recent Sales of Unregistered Securities, page II-1
2.Please tell us why your share option grants from July 3, 2014 through the date of the
prospectus as disclosed on page II-2 declined from 4,365,562 in your previous amendment
to 1,454,934 in this amendment.
3.Please revise your disclosure throughout this item to clearly indicate that the share and per
share information presented does not reflect the conversion ratio inherent in your
corporate reorganization.
Exhibits
4.It is inappropriate to include assumptions in a legal opinion that are too broad, assume
material facts underlying the opinion or any readily ascertainable facts.  Please have
counsel remove the assumptions in paragraph (f) and (l) of Schedule 1 in Exhibit 5.1, or
tell us why they are necessary and appropriate.
5.Please file an opinion that does not include the qualification in paragraph (d) of Schedule
2 and that otherwise makes clear that counsel has reviewed all matters and made such
inquiries as are necessary to render its opinion.
            You may contact Mark Brunhofer at 202-551-3638 or Mary Mast at 202-551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Darren DeStefano - Cooley LLP