naut-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 001-39434

NAUTILUS BIOTECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)


Delaware		98-1541723
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2701 Eastlake Avenue East Seattle, Washington		98102
(Address of principal executive offices)		(Zip Code)
	(206) 333-2001
	(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NAUT	The Nasdaq Stock Market LLC

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 electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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, 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.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	☒	Smaller reporting company	☒
		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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of April 24, 2025, the registrant had 126,148,469 shares of common stock, $0.0001 par value per share, outstanding.

NAUTILUS BIOTECHNOLOGY, INC.

TABLE OF CONTENTS


		Page

PART I. FINANCIAL INFORMATION		iii

Item 1.	Financial Statements

	Condensed Consolidated Financial Statements (Unaudited)	iii

	Condensed Consolidated Balance Sheets as of M arch 31 , 202 5 and December 31, 202 4 (unaudited)	1

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31 , 202 5 and 202 4 (unaudited)	2

	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31 , 202 5 and 202 4 (unaudited)	3

	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31 , 202 5 and 202 4 (unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31 , 202 5 and 202 4 (unaudited)	5

	Notes to Condensed Consolidated Financial Statements (unaudited)	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	27

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	73
Item 3.	Defaults Upon Senior Securities	73
Item 4.	Mine Safety Disclosures	73
Item 5.	Other Information	73
Item 6.	Exhibits	74

SIGNATURES		75

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in the section entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include, but are not limited to, statements concerning the following:

•our dependence on the success of our proteomics platform (the “Nautilus platform”), which remains in the development stage and subject to scientific and technical validation;

•our expectations regarding the timing and progress of the development of the Nautilus platform and any commercialization timelines;

•our expectations regarding the functionality of the Nautilus platform;

•our expectations regarding the availability of private and public research funding for proteomics research and development activities.

•our estimates of our addressable market, market growth, future revenue, key performance indicators, expenses, capital requirements and needs for additional financing;

•our expectations regarding the rate and degree of market acceptance of the Nautilus platform;

•the impact of the Nautilus platform on the field of proteomics and the size and growth of the addressable proteomics market;

•our ability to manage and grow our business and commercialize our Nautilus platform;

•our ability to successfully implement our three phase commercial launch plan;

•the implementation of our business model and strategic plans for the Nautilus platform;

•our ability to establish and maintain intellectual property protection for our products or avoid or defend claims of infringement;

•our expectations regarding the use of proceeds from the Business Combination (as defined in Part I, Item I, Note 1, “Description of Business and Basis of Presentation,” in our notes to condensed consolidated financial statements in this Quarterly Report on Form 10-Q);

•the performance of third-party partners, manufacturers and suppliers;

•changes in applicable laws or regulations;

•our ability to raise financing in the future;

•our expectations regarding the length of time that our existing cash resources will fund our operations;

•our success in retaining or recruiting, or changes required in, our officers, key employees or directors or other key personnel;

•the volatility of the trading price of our common stock;

•our ability to develop, manufacture, support, and commercialize new products;

•our expectations about market trends;

•the impact of local, regional, national and international economic conditions and events, volatility in the global financial markets and general economic downturns, on the foregoing; and

•other factors including but not limited to those detailed under the section entitled “Risk Factors.”

Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in Part II, Item 1A, “Risk Factors,” elsewhere in this Quarterly Report on Form 10-Q. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

This Quarterly Report on Form 10-Q also contains estimates, projections and other information concerning our industry, our business, and market opportunity, including data regarding the estimated size of the market. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources.

This Quarterly Report on Form 10-Q contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Quarterly Report on Form 10-Q may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

iii


Nautilus Biotechnology, Inc. Condensed Consolidated Balance Sheets As of March 31, 2025 and December 31, 2024 (Unaudited)


(in thousands, except share and per share amounts)	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	33,238	$	27,646
Short-term investments	105,572		102,247
Prepaid expenses and other current assets	2,791		2,933
Total current assets	141,601		132,826
Property and equipment, net	3,790		4,076
Operating lease right-of-use assets	27,096		28,256
Long-term investments	54,023		76,405
Other long-term assets	1,180		1,180
Total assets	$	227,690	$	242,743
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	841	$	987
Accrued expenses and other liabilities	3,073		2,548
Current portion of operating lease liabilities	4,242		4,097
Total current liabilities	8,156		7,632
Operating lease liabilities, net of current portion	25,099		26,381
Total liabilities	33,255		34,013

Commitments and contingencies (Note 8)

Stockholders' equity:
Preferred stock, $0.0001 par value, 200,000,000 authorized as of March 31, 2025 and December 31, 2024; 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024	—		—
Common stock, $0.0001 par value, 1,000,000,000 shares authorized as of March 31, 2025 and December 31, 2024; 126,148,469 and 126,106,176 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	13		13
Additional paid-in capital	483,865		481,679
Accumulated other comprehensive income	189		57
Accumulated deficit	(289,632)		(273,019)
Total stockholders’ equity	194,435		208,730
Total liabilities and stockholders' equity	$	227,690	$	242,743

The accompanying notes are an integral part of these condensed consolidated financial statements.


Nautilus Biotechnology, Inc. Condensed Consolidated Statements of Operations Three Months Ended March 31, 2025 and 2024 (Unaudited)


	Three Months Ended March 31,
(in thousands, except share and per share data)	2025		2024
Operating expenses
Research and development	$	11,536	$	12,930
General and administrative	7,308		8,677
Total operating expenses	18,844		21,607
Other income
Interest income	2,231		2,877

Total other income	$	2,231	$	2,877
Net loss	$	(16,613)	$	(18,730)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.13)	$	(0.15)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	126,144,240		125,135,451

The accompanying notes are an integral part of these condensed consolidated financial statements.


Nautilus Biotechnology, Inc. Condensed Consolidated Statements of Comprehensive Loss Three Months Ended March 31, 2025 and 2024 (Unaudited)


	Three Months Ended March 31,
(in thousands)	2025		2024
Net loss	$	(16,613)	$	(18,730)
Other comprehensive income (loss):
Unrealized gain (loss) on securities available-for-sale	132		(490)
Total other comprehensive income (loss)	132		(490)
Comprehensive loss	$	(16,481)	$	(19,220)

The accompanying notes are an integral part of these condensed consolidated financial statements.


Nautilus Biotechnology, Inc. Condensed Consolidated Statements of Stockholders’ Equity Three Months Ended March 31, 2025 and 2024 (Unaudited)


Three Months Ended March 31, 2025				Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
	Common Stock
(in thousands, except share amounts)	Shares	Amount
Balances at December 31, 2024	126,106,176	$	13	$	481,679	$	57	$	(273,019)	$	208,730
Issuance of common stock upon exercise of vested stock options	42,293	—		18		—		—		18

Stock-based compensation expense	—	—		2,168		—		—		2,168
Other comprehensive income	—	—		—		132		—		132
Net loss	—	—		—		—		(16,613)		(16,613)
Balances at March 31, 2025	126,148,469	$	13	$	483,865	$	189	$	(289,632)	$	194,435


Three Months Ended March 31, 2024				Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	Common Stock
(in thousands, except share amounts)	Shares	Amount
Balances at December 31, 2023	125,068,601	$	13	$	467,834	$	(255)	$	(202,239)	$	265,353
Issuance of common stock upon exercise of vested stock options	196,414	—		245		—		—		245

Stock-based compensation expense	—	—		3,114		—		—		3,114
Other comprehensive loss	—	—		—		(490)		—		(490)
Net loss	—	—		—		—		(18,730)		(18,730)
Balances at March 31, 2024	125,265,015	$	13	$	471,193	$	(745)	$	(220,969)	$	249,492


Nautilus Biotechnology, Inc. Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 2025 and 2024 (Unaudited)


	Three Months Ended March 31,
(in thousands)	2025		2024
Cash flows from operating activities
Net loss	$	(16,613)	$	(18,730)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation expense	2,168		3,114
Amortization of operating lease right-of-use assets	1,160		1,075
Depreciation	465		516

Amortization (accretion) of premium (discount) on securities, net	(541)		(751)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	167		(309)
Accounts payable	(131)		94
Accrued expenses and other liabilities	525		(268)
Operating lease liabilities	(1,137)		(1,007)
Net cash used in operating activities	(13,937)		(16,266)
Cash flows from investing activities
Proceeds from maturities of securities	26,630		23,000
Purchases of securities	(6,900)		—
Purchases of property and equipment	(219)		(647)
Net cash provided by investing activities	19,511		22,353
Cash flows from financing activities
Proceeds from exercise of stock options	18		245

Net cash provided by financing activities	18		245
Net increase in cash, cash equivalents and restricted cash	5,592		6,332

Cash, cash equivalents and restricted cash at beginning of period	28,648		20,399
Cash, cash equivalents and restricted cash at end of period	$	34,240	$	26,731

Supplementary cash flow information on non-cash activities:
Acquisitions of property and equipment included in accounts payable	$	59	$	275

The accompanying notes are an integral part of these condensed consolidated financial statements


Nautilus Biotechnology, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited)

1.Description of Business and Basis of Presentation

Nautilus Biotechnology, Inc. (the “Company”) is a biotechnology company incorporated in 2016 with corporate headquarters in Seattle, Washington and research and development headquarters in San Carlos, California. Since the Company’s incorporation in 2016, the Company has devoted substantially all of its resources to research and development activities, including with respect to its proteomics platform, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital and providing general and administrative support for these operations.

On June 9, 2021, Nautilus Biotechnology, Inc. a Delaware corporation (f/k/a ARYA Sciences Acquisition Corp. III, a Cayman Islands exempted company and the Company’s predecessor company (“ARYA”)), consummated the business combination (the “Business Combination”) pursuant to the terms of that certain Business Combination Agreement, dated as of February 7, 2021 (the “BCA”), by and among ARYA, Mako Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ARYA (“Mako Merger Sub”), and Nautilus Subsidiary, Inc., a Delaware corporation (f/k/a Nautilus Biotechnology, Inc.) (“Legacy Nautilus”). As a result of the Business Combination, ARYA changed its name to “Nautilus Biotechnology, Inc.” and Mako Merger Sub merged with and into Legacy Nautilus with Legacy Nautilus surviving as the surviving company and becoming a wholly-owned subsidiary of ARYA (the “Merger” and, collectively with the other transactions described in the BCA, the “Reverse Recapitalization”).

In addition, in conjunction with the completion of the Business Combination, certain investors (“PIPE Investors”) subscribed for the purchase of an aggregate of 20,000,000 shares of common stock of the Company (“New Nautilus Common Stock”) at a price of $10.00 per share for aggregate gross proceeds of $200.0 million (“PIPE Financing”).

Basis of Presentation

The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements were prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the interim periods. The interim financial results are not necessarily indicative of the results for a full year. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 on file with the SEC. The Company’s reporting currency is the U.S. dollar.

Going Concern

The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its technology, raising capital, and recruiting personnel. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of March 31, 2025, the Company had an accumulated deficit of $289.6 million.


Nautilus Biotechnology, Inc. Notes to Condensed Consolidated Financial Statements—(Continued) (Unaudited)

The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock and common stock. In June 2021, the Company received gross proceeds of approximately $345.5 million from PIPE Investors and the Business Combination offset by approximately $18.2 million of transaction costs and underwriters’ fees relating to the closing of the Business Combination. The Company had cash, cash equivalents, and short-term investments of $138.8 million as of March 31, 2025. As of the date on which these condensed consolidated financial statements were issued, the Company believes that its cash, cash equivalents, and short-term investments will be sufficient to fund its operations for at least the next twelve months following the issuance of the condensed consolidated financial statements. The Company’s actual results could vary as a result of, and its near and long-term future capital requirements will depend on many factors, including its growth rate and the timing and extent of spending to support its research and development efforts. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors. In the event that additional financing is required, the Company may not be able to raise it on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, operating results, and financial condition would be adversely affected.

2.Significant Accounting Policies

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include determining the estimated lives of property and equipment, stock-based compensation, research and development accruals, and the valuation allowance for deferred tax assets. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

Concentrations of Credit Risk and Other Risks and Uncertainties

Credit risk represents the accounting loss that would be recognized as of the reporting date if counterparties failed to perform as contracted.

Financial instruments, which potentially subject the Company to concentration of credit risk, consist of cash balances maintained in excess of federal depository insurance limits and investments in marketable debt securities that are not federally insured. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk on cash or investments. The Company relies, and expects to continue to rely, on a number of vendors to provide services, supplies and materials related to its research and development programs. The Company relies on single source suppliers for certain components and materials used in the Nautilus platform. The loss of any of these single source suppliers would require the Company to expend significant time and effort to locate and qualify an alternative source of supply for these components. The Company also relies, and expects to continue to rely, on third-party manufacturers and, in many cases, single third-party manufacturers for the production of certain reagents and antibodies. These programs could be adversely affected by a significant interruption in these services or the availability of materials.

The Company is subject to risks similar to those of pre-clinical stage companies in the biopharmaceutical industry, including dependence on key individuals, the need to develop commercially viable products, competition from other companies, many of whom are larger and better capitalized, the impact of negative global and national


Nautilus Biotechnology, Inc. Notes to Condensed Consolidated Financial Statements—(Continued) (Unaudited)

events and the need to obtain adequate additional financing to fund the development of its products. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be maintained, that any products developed will obtain required regulatory approval or that any approved products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from the sale of its products.

Segment Reporting

Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is its CODM. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment. The Company’s long-lived assets are entirely based in the United States.

Cash and Cash Equivalents

The Company considers all highly-liquid investments with an original maturity of three months or less as of the date of acquisition to be cash equivalents.

Investments

The Company considers investments with an original maturity greater than three months and remaining maturities less than 12 months to be short-term investments. The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as long-term investments.

The Company classifies its marketable debt securities as available for sale and reports them at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). For investments sold prior to maturity, the cost of investments sold is based on the specific identification method. Realized gains and losses on the sale of investments are recorded in other income (expense), net in the condensed consolidated statement of operations.

If the estimated fair value of a marketable debt security is below its amortized cost basis, the Company evaluates whether it is more likely than not that the Company will be required to sell the security before its anticipated recovery in market value and whether credit losses exist for the related securities. Credit-related losses are recognized as an allowance for credit losses on the balance sheet with a corresponding adjustment to earnings. Unrealized gains and losses that are unrelated to credit deterioration are reported in accumulated other comprehensive income (loss).

Fair Value of Financial Instruments

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and


Nautilus Biotechnology, Inc. Notes to Condensed Consolidated Financial Statements—(Continued) (Unaudited)

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The carrying amounts of cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses and other liabilities approximate their respective fair values due to their short-term nature.

Leases

The Company determines if an arrangement includes a lease at inception by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Operating leases with a term of more than one year are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Company's condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments. Operating lease ROU assets and liabilities are recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term. The Company uses the incremental borrowing rate commensurate with the lease term based on the information available at the lease commencement date in determining the present value of the lease payments as the Company's leases generally do not provide an implicit rate. ROU assets initially equal the lease liability, adjusted for any prepaid lease payments and initial direct costs incurred, less any lease incentives received. Certain of the Company's leases include renewal options which allow the Company to, at its election, renew or extend the lease for a fixed or indefinite period of time. These renewal periods are included in the lease terms when the Company is reasonably certain the options will be exercised. Lease expense is recognized on a straight-line basis over the lease term when leases are operating leases. If it is considered a finance lease, expense is recognized over the lease term within interest expense and amortization in the Company’s condensed consolidated statements of operations. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company's facility leases and to account for the lease and non-lease components as a single lease component. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less.

Comprehensive Loss

Comprehensive loss consists of net loss and other gains or losses affecting stockholders’ equity that, under U.S. GAAP are excluded from net loss. For the three months ended March 31, 2025 and 2024, net unrealized gains and losses on marketable debt securities were included as a component of comprehensive income (loss).

Accounting Pronouncements

The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The ASU is effective for the Company for the fiscal year


Nautilus Biotechnology, Inc. Notes to Condensed Consolidated Financial Statements—(Continued) (Unaudited)

ending December 31, 2027 and for interim periods beginning after December 31, 2027. The Company is in the process of evaluating the impact of the adoption of this update on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” to enhance the transparency and decision usefulness of income tax disclosures. The ASU is effective for the Company for the fiscal year ending December 31, 2025, and is not expected to have a material impact on its annual consolidated financial statements and related disclosures.

3. Fair Value Measurements

The following table details the assets carried at fair value and measured on a recurring basis within the three levels of fair value as of March 31, 2025 and December 31, 2024:


(in thousands)			Gross Unrealized						Reported as:
March 31, 2025	Amortized Cost		Gains		Losses		Fair Value		Cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	$	463	$	—	$	—	$	463	$	463	$	—	$	—
U.S. treasury securities	64,704		161		(46)		64,819		—		31,828		32,991
Total Level 1	65,167		161		(46)		65,282		463		31,828		32,991
Level 2
Commercial paper	38,472		—		(12)		38,460		32,567		5,893		—

Agency securities	88,797		164		(78)		88,883		—		67,851		21,032
Total Level 2	127,269		164		(90)		127,343		32,567		73,744		21,032
Total Level 1 and Level 2	$	192,436	$	325	$	(136)	$	192,625	$	33,030	$	105,572	$	54,023


(in thousands)			Gross Unrealized						Reported as:
December 31, 2024	Amortized Cost		Gains		Losses		Fair Value		Cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	$	521	$	—	$	—	$	521	$	521	$	—	$	—
U.S. treasury securities	68,529		138		(111)		68,556		—		25,836		42,720
Total Level 1	69,050		138		(111)		69,077		521		25,836		42,720
Level 2
Commercial paper	30,881		3		(6)		30,878		26,924		3,954		—

Agency securities	106,109		210		(177)		106,142		—		72,457		33,685
Total Level 2	136,990		213		(183)		137,020		26,924		76,411		33,685
Total Level 1 and Level 2	$	206,040	$	351	$	(294)	$	206,097	$	27,445	$	102,247	$	76,405

Short-term investments have a contractual maturity date that is one year or less from the respective balance sheet date. Long-term investments have a contractual maturity date that is more than one year, but less than two years from the respective balance sheet date.

There were no continuous unrealized loss positions in excess of twelve months as of March 31, 2025.

The Company reviewed its investment portfolio based on the underlying risk profile of the securities and have no loss expectation for these investments. The Company reviewed the securities in an unrealized loss position and evaluated the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. The Company recognized no credit losses during the three months


Nautilus Biotechnology, Inc. Notes to Condensed Consolidated Financial Statements—(Continued) (Unaudited)

ended March 31, 2025 and 2024, and had no allowance for credit losses as of March 31, 2025 and December 31, 2024.

4. Composition of Certain Condensed Consolidated Financial Statement Line Items

Property and Equipment, Net

Property and equipment consisted of the following:


(in thousands)	March 31, 2025		December 31, 2024
Laboratory equipment	$	6,497	$	6,469
Leasehold improvements	118		118
Computer hardware	512		484
Furniture, fixtures and office equipment	324		324
Prototype equipment	2,140		2,029
Construction in progress	1,199		1,186
	10,790		10,610
Less: Accumulated depreciation	(7,000)		(6,534)
Total	$	3,790	$	4,076

The Company recorded depreciation expense of $0.5 million and $0.5 million for the three months ended March 31, 2025 and 2024, respectively, which was primarily allocated to research and development expense.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


(in thousands)	March 31, 2025		December 31, 2024
Employee compensation	$	2,250	$	1,343
Accrued professional and consulting fees	305		219
Accrued research and development	273		468
Other	245		518
Total	$	3,073	$	2,548

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following:


(in thousands)	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	33,238	$	27,646
Restricted cash included in other long-term assets (Note 8)	1,002		1,002
Total	$	34,240	$	28,648

Other long-term assets consisted of $1.0 million of restricted cash and $0.2 million of deposits as of March 31, 2025 and December 31, 2024.


Nautilus Biotechnology, Inc. Notes to Condensed Consolidated Financial Statements—(Continued) (Unaudited)

5. Common Stock

There were 126,148,469 shares issued and outstanding as of March 31, 2025.

Common Stock Reserved for Future Issuance

Shares of common stock reserved for future issuance on an as-if converted basis, were as follows:


	March 31, 2025	December 31, 2024
Shares available for grant under 2021 Equity Incentive Plan	28,564,059	23,784,439
Stock options issued and outstanding

SEC Form 10-Q filed by Nautilus Biotechnolgy Inc.