Nautilus Biotechnology, Inc.

Previous wording

Given our stage of development, we have not yet established a commercial organization or distribution capabilities. We do intend to build a commercial infrastructure to support sales of our products. We expect to manage sales, marketing and distribution through both internal resources and third-party relationships. We plan to commercialize our proteomics platform using a three-phase plan that has been shown to be effective and optimal for introducing disruptive products in numerous life sciences technology markets. The first phase is expected to involve research collaborations with biopharmaceutical companies and key academic opinion leaders exploring utility of pre-commercial versions of the platform, during which we do not expect to recognize significant revenue, if any. The second phase will include an early access limited release in which we expect to engage with customers using a service model to generate pilot data on the platform in our facilities, or through on-site installation and testing to evaluate the platform at the customers’ facilities. Finally, the third phase is anticipated to include a broader commercial launch. We are currently in the collaboration phase during which we have entered into collaborations with a small number of research customers, including with biopharmaceutical companies and key academic opinion leaders in proteomics whose assessment and validation of our products can significantly influence other researchers in their respective markets and/or fields. During the early access limited release phase, we plan to leverage our publications to drive awareness and customer demand to pre-sell instruments and reagents to select customers performing large-scale proteomics research. During the second phase, we expect to work closely with early access collaborators to demonstrate a unique value proposition for our Nautilus platform. During this phase, we plan to provide early access to our collaborators with broad-scale and targeted analysis and profiling of samples analyzed in our facility and shared via a cloud platform. We believe there is significant interest in our platform for targeted proteoform analysis. As such, we expect to be working with our initial early access collaborators in this area, and to leverage our learnings from those collaborations for the benefit of both our broad-scale and targeted products and services. We do not anticipate that these activities will result in any material revenue. We expect this second phase to lead into the third phase of launch of our proteome analysis platform in late 2026 and subsequent broad commercialization thereafter. Voice of customer studies have suggested that there is market demand for a proteomics platform with specifications that are initially lower than what we have previously disclosed, for example, around characteristics such as sample input and proteome coverage. Consequently, as we balance our time to market goals with our evolving view of customer requirement…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Given our stage of development, we have not yet established a commercial organization or distribution capabilities. We do intend to build a commercial infrastructure to support sales of our products. We expect to manage sales, marketing and distribution through both internal resources and third-party relationships. We plan to commercialize our proteomics platform using a three-phase plan that has been shown to be effective and optimal for introducing disruptive products in numerous life sciences technology markets. The first phase is expected to involve research collaborations with biopharmaceutical companies and key academic opinion leaders exploring utility of pre-commercial versions of the platform, during which we do not expect to recognize significant revenue, if any. The second phase will include an early access limited release in which we expect to engage with customers using a service model to generate pilot data on the platform in our facilities, or through on-site installation and testing to evaluate the platform at the customers’ facilities. Finally, the third phase is anticipated to include a broader commercial launch. We are currently in the collaboration phase during which we have entered into collaborations with a small number of research customers, including with biopharmaceutical companies and key academic opinion leaders in proteomics whose assessment and validation of our products can significantly influence other researchers in their respective markets and/or fields. During the second phase, we plan to provide early access to our collaborators with broad-scale and targeted analysis and profiling of samples analyzed in our facility and shared via a cloud platform. We expect to work closely with early access collaborators to demonstrate the unique value proposition of our Nautilus platform. As part of the early access limited release during the second phase, we plan to leverage our publications to drive awareness and customer demand to pre-sell instruments and reagents to select customers performing large-scale proteomics research. We believe there is significant interest in our platform for targeted proteoform analysis. As such, we expect to be working with our initial early access collaborators in this area, and to leverage our learnings from those collaborations for the benefit of both our broad-scale and targeted products and services. We do not anticipate that these activities will result in any material revenue. We expect this second phase to lead into the third phase of launch of our proteome analysis platform in late 2026 and subsequent broad commercialization thereafter. Voice of customer studies have suggested that there is market demand for a proteomics platform with specifications that are initially lower than what we have previously disclosed, for example, around characteristics such as sample input and proteome coverage. Consequently, as we balance our time to market goals with our evolving view of customer require…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Prior to the Business Combination, we financed our operations primarily through private placements of convertible preferred stock and had raised aggregate net proceeds of $108.4 million from these private placements. In connection with the consummation of the Business Combination and PIPE Financing, we received additional 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. As of March 31, 2025, we had cash, cash equivalents and short-term investments of $138.8 million. As of the filing of this Quarterly Report on Form 10-Q, we believe that our existing cash, cash equivalents, and short-term investments will enable us to fund our planned operating expenses and capital expenditures through at least the next 12 months.

Current wording

Prior to the Business Combination, we financed our operations primarily through private placements of convertible preferred stock and had raised aggregate net proceeds of $108.4 million from these private placements. In connection with the consummation of the Business Combination and PIPE Financing, we received additional 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. As of June 30, 2025, we had cash, cash equivalents and short-term investments of $147.9 million. As of the filing of this Quarterly Report on Form 10-Q, we believe that our existing cash, cash equivalents, and short-term investments will enable us to fund our planned operating expenses and capital expenditures through at least the next 12 months.

Previous wording

We have incurred significant losses since the commencement of our operations. Our net loss was $16.6 million during the three months ended March 31, 2025, and we expect to continue to incur significant losses for the foreseeable future as we continue our research and development activities and planned commercialization of our Nautilus platform. As of March 31, 2025, we had an accumulated deficit of $289.6 million. These losses have resulted primarily from costs incurred in connection with research and development activities and to a lesser extent from general and administrative costs associated with our operations. We expect to incur significant and increasing expenses and operating losses for the foreseeable future. Our net losses may fluctuate significantly from period to period, depending on the timing of and expenditures on our planned commercialization and research and development activities.

Current wording

We have incurred significant losses since the commencement of our operations. Our net loss was $31.6 million during the six months ended June 30, 2025, and we expect to continue to incur significant losses for the foreseeable future as we continue our research and development activities and planned commercialization of our Nautilus platform. As of June 30, 2025, we had an accumulated deficit of $304.7 million. These losses have resulted primarily from costs incurred in connection with research and development activities and to a lesser extent from general and administrative costs associated with our operations. We expect to incur significant and increasing expenses and operating losses for the foreseeable future. Our net losses may fluctuate significantly from period to period, depending on the timing of and expenditures on our planned commercialization and research and development activities.

Previous wording

We have been and continue to actively monitor our supply chain in light of these challenging global and national events and circumstances, including our third-party materials suppliers. We have, in the past, experienced some supply disruptions due to the COVID-19 pandemic, including closures at certain chip manufacturers, which led to extended lead times for certain chips; diversion of certain lab materials needed to support COVID-19 relief efforts; and lower availability of certain reagents. While certain of these disruptions have been resolved, we are continuing to monitor our supply chain and contingency planning is ongoing with our partners to reduce the possibility of an interruption to our development activities or the availability of necessary materials.

Current wording

We have been and continue to actively monitor our supply chain in light of these challenging global and national events and circumstances, including our third-party materials suppliers. We have, in the past, experienced some supply disruptions, including closures at certain chip manufacturers, which led to extended lead times for certain chips; diversion of certain lab materials needed to support COVID-19 relief efforts; and lower availability of certain reagents. While certain of these disruptions have been resolved, we are continuing to monitor our supply chain and contingency planning is ongoing with our partners to reduce the possibility of an interruption to our development activities or the availability of necessary materials.

Previous wording

General and administrative expenses consist of salaries, related benefits, and stock-based compensation expense for personnel in executive, operations, legal, human resources, finance, marketing, commercial, IT personnel and administrative functions, professional fees for legal, patent, consulting, accounting and audit services, directors and officers insurance, allocated expenses for technology and facilities, and marketing expenses. We expense general and administrative expenses in the periods in which they are incurred.

Current wording

General and administrative expenses consist of salaries, related benefits, and stock-based compensation expense for personnel in executive, operations, legal, human resources, finance, marketing, commercial, IT personnel and administrative functions, professional fees for legal, patent, consulting, accounting and audit services, directors and officers insurance, allocated expenses for technology and facilities, loss contingency accruals, and marketing expenses. We expense general and administrative expenses in the periods in which they are incurred.

Previous wording

Research and development expenses were $11.5 million for the three months ended March 31, 2025, compared to $12.9 million for the three months ended March 31, 2024, a decrease of $1.4 million, or 11%. The decrease was due to a $1.2 million decrease in laboratory and professional services primarily due to normal variability in the timing of research and development project activities and continued focus on cost optimization, and a $0.3 million decrease in stock-based compensation. These decreases were partially offset by a $0.1 million increase in facilities expense driven by increases in maintenance costs for our leases.

Current wording

Research and development expenses were $10.4 million for the three months ended June 30, 2025, compared to $12.4 million for the three months ended June 30, 2024, a decrease of $2.0 million, or 16%. The decrease was due to a $0.8 million decrease in salaries and related benefits driven by savings from the reduction in force implemented in March 2025, a $0.8 million decrease in laboratory and professional services due to continued focus on cost optimization and normal variability in the timing of research and development project activities, and a $0.5 million decrease in stock-based compensation driven by stock options granted at the time of the Merger becoming fully expensed during the period. Additional stock options granted since the Merger have had lower valuations and resulted in lower incremental expense.

Previous wording

General and administrative expenses were $7.3 million for the three months ended March 31, 2025, compared to $8.7 million for the three months ended March 31, 2024, a decrease of $1.4 million, or 16%. The decrease was due to a $0.8 million decrease in professional services attributable to legal and consulting fees and a $0.6 million decrease in stock-based compensation. The decrease in professional services was driven by $0.5 million in professional services related to the shelf registration statement filed during the three months ended March 31, 2024.

Current wording

General and administrative expenses were $14.0 million for the six months ended June 30, 2025, compared to $17.0 million for the six months ended June 30, 2024, a decrease of $3.0 million, or 18%. The decrease was due to a $1.7 million decrease in stock-based compensation driven by stock options granted at the time of the Merger becoming fully expensed during the period. Additional stock options granted since the Merger have had lower valuations and resulted in lower incremental expense. Also contributing to the decrease was a $1.4 million decrease in professional services attributable to legal and general consulting fees. This decrease is driven by professional services from fees related to the shelf registration statement filed in February 2024 and the resolution of the Standard Biotools legal matter.

Previous wording

Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses and negative cash flows from our operations. Our net loss was $16.6 million for the three months ended March 31, 2025. As of March 31, 2025, we had an accumulated deficit of $289.6 million. Prior to the Business Combination, we funded our operations primarily with proceeds from the sale of convertible preferred stock. Prior to the Business Combination, we had raised net proceeds of $108.4 million from these private placements of our convertible preferred stock. In June 2021, in conjunction with the consummation of the Business Combination with ARYA, we received additional 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. As of March 31, 2025, we had cash, cash equivalents and investments of $192.8 million.

Current wording

Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses and negative cash flows from our operations. Our net loss was $31.6 million for the six months ended June 30, 2025. As of June 30, 2025, we had an accumulated deficit of $304.7 million. Prior to the Business Combination, we funded our operations primarily with proceeds from the sale of convertible preferred stock. Prior to the Business Combination, we had raised net proceeds of $108.4 million from these private placements of our convertible preferred stock. In June 2021, in conjunction with the consummation of the Business Combination with ARYA, we received additional 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. As of June 30, 2025, we had cash, cash equivalents and investments of $179.5 million.

Previous wording

In February 2024, we entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“TD Cowen”)under which we may offer and sell up to $125.0 million of shares of our common stock from time to time through an “at the market” offering program under which TD Cowen will act as sales agent. Under the Sales Agreement, we set the parameters for the sale of shares, including the number or dollar amount of shares to be issued, the time period during which sales are requested to be made, limitations on the number or dollar amount of shares that may be sold in any one trading day and any minimum price below which sales may not be made. The Sales Agreement provides that TD Cowen will be entitled to compensation for its services in an amount equal to up to 3.0% of the gross proceeds of all shares of common stock sold through TD Cowen under the Sales Agreement. We have no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. During the three months ended March 31, 2025, we did not sell any shares of common stock pursuant to the sales agreement.

Current wording

In February 2024, we entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“TD Cowen”)under which we may offer and sell up to $125.0 million of shares of our common stock from time to time through an “at the market” offering program under which TD Cowen will act as sales agent. Under the Sales Agreement, we set the parameters for the sale of shares, including the number or dollar amount of shares to be issued, the time period during which sales are requested to be made, limitations on the number or dollar amount of shares that may be sold in any one trading day and any minimum price below which sales may not be made. The Sales Agreement provides that TD Cowen will be entitled to compensation for its services in an amount equal to up to 3.0% of the gross proceeds of all shares of common stock sold through TD Cowen under the Sales Agreement. We have no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. During the six months ended June 30, 2025, we did not sell any shares of common stock pursuant to the Sales Agreement.

Previous wording

We implemented a workforce reduction in the first quarter of 2025. The cost-saving initiatives are expected to reduce certain operating expenses, primarily personnel-related expense, in the near term.

Current wording

We implemented a workforce reduction in the first quarter of 2025. The cost-saving initiatives resulted in reductions to personnel-related expenses during the period and are expected to continue throughout 2025.

Previous wording

Our expected future capital requirements depend on many factors including expansion of our product portfolio and the timing and extent of spending on sales and marketing and the development of our technology. If we raise additional funds by issuing equity securities, including any issuances pursuant to our “at the market” equity offering program under our Sales Agreement with TD Cowen, our stockholders will experience dilution. Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments and engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders.

Current wording

Our expected future capital requirements depend on many factors including expansion of our product portfolio and the timing and extent of spending on sales and marketing and the development of our technology. If we raise additional funds by issuing equity securities, including any issuances pursuant to our “at the market” equity offering program under our Sales Agreement with TD Cowen or our Shelf Registration Statement, our stockholders will experience dilution. Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments and engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders.

Previous wording

The following table summarizes our cash flows for the three months ended March 31, 2025 and 2024:

Current wording

The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024:

Previous wording

During the three months ended March 31, 2025, net cash used in operating activities was $13.9 million, resulting from our net loss of $16.6 million and decrease in net changes in assets and liabilities aggregating $0.6 million. Net cash used in operating activities was partially offset by non-cash charges aggregating $3.3 million, which included $2.2 million of stock-based compensation, $1.2 million of amortization of operating lease right-of-use assets, and $0.5 million of depreciation. These non-cash charges were partially offset by $0.5 million of net accretion of discounts on securities.

Current wording

During the six months ended June 30, 2025, net cash used in operating activities was $27.3 million, resulting from our net loss of $31.6 million and decrease in net changes in assets and liabilities aggregating $1.8 million. Net cash used in operating activities was partially offset by non-cash charges aggregating $6.2 million, which included $3.9 million of stock-based compensation, $2.3 million of amortization of operating lease right-of-use assets, and $0.9 million of depreciation. These non-cash charges were partially offset by $1.0 million of net accretion of discounts on securities.

Previous wording

During the three months ended March 31, 2024, net cash used in operating activities was $16.3 million, resulting from our net loss of $18.7 million and decrease in net changes in assets and liabilities aggregating $1.5 million. Net cash used in operating activities was partially offset by non-cash charges aggregating $4.0 million, which included $3.1 million of stock-based compensation, $1.1 million amortization of operating lease right-of-use assets, and$0.5 million of depreciation. These non-cash charges were partially offset by$0.8 million of net accretion of discounts on securities.

Current wording

During the six months ended June 30, 2024, net cash used in operating activities was $31.7 million, resulting from our net loss of $36.7 million and decrease in net changes in assets and liabilities aggregating $3.1 million. Net cash used in operating activities was partially offset by non-cash charges aggregating $8.1 million, which included $6.4 million of stock-based compensation, $2.2 million amortization of operating lease right-of-use assets, and$1.0 million of depreciation. These non-cash charges were partially offset by$1.5 million of net accretion of discounts on securities.

Previous wording

During the three months ended March 31, 2025, net cash provided by investing activities was $19.5 million, resulting from $26.6 million in proceeds from the maturities of securities, partially offset by $6.9 million in purchases of securities and $0.2 million in purchases of property and equipment.

Current wording

During the six months ended June 30, 2025, net cash provided by investing activities was $34.0 million, resulting from $45.9 million in proceeds from the maturities of securities, partially offset by $11.3 million in purchases of securities and $0.6 million in purchases of property and equipment.

Previous wording

During the three months ended March 31, 2024, net cash provided by investing activities was $22.4 million, resulting from $23.0 million in proceeds from maturities of securities, partially offset by $0.6 million in purchases of property and equipment.

Current wording

During the six months ended June 30, 2024, net cash provided by investing activities was $36.6 million, resulting from $53.5 million in proceeds from maturities of securities, partially offset by$15.7 million in purchases of securities and $1.2 million in purchases of property and equipment.

Previous wording

During the three months ended March 31, 2024, cash provided by financing activities was comprised of$0.2 million of proceeds from the exercise of stock options.

Current wording

During the six months ended June 30, 2025, cash provided by financing activities was comprised of $0.1 million of proceeds from the exercise of stock options and issuance of common stock under the employee stock purchase plan.

Previous wording

During the three months ended March 31, 2025, cash provided by financing activities was comprised of proceeds from the exercise of stock options.

Current wording

During the six months ended June 30, 2024, cash provided by financing activities was comprised of$0.6 million of proceeds from the exercise of stock optionsand issuance of common stock under the employee stock purchase plan.