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Nautilus Biotechnology, Inc.

For the period ended Sep 30, 2025. Filed Oct 28, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 28, 2025

NAUT$2.23+3.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-07-31.

0001808805-25-000072

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-28.

0001808805-25-000080

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 98 previous paragraphs and 100 current paragraphs.

71 unchanged; 25 reworded; 3 added; 1 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

•conduct activities to develop and deliver service offerings and to establish and operate service laboratory operations;

Current report

•conduct activities to develop and deliver service offerings and to establish and operate service laboratory operations;
Removed paragraphs (1)
Reworded paragraphs (25)

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 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.

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 broadscale 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 expect to launch early access to our platform starting with target specific service offerings in the first half of 2026 for the analysis of the microtubule-associated protein tau (or “Tau” for short), which has been broadly associated with the onset and progression of Alzheimer’s disease in human patients. Over time, we plan to extend this early access framework into a dual model that supports both targeted assays like Tau and broadscale workflows, which will offer broader proteome coverage. We do not anticipate 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 strong interest in our product with recognition that our planned offering represents an entirely new class of measurement. Consequentl…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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”).

Current wording

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,

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 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.

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 September 30, 2025, we had cash, cash equivalents and short-term investments of $131.4 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 $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.

Current wording

We have incurred significant losses since the commencement of our operations. Our net loss was $45.2 million during the nine months ended September 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 September 30, 2025, we had an accumulated deficit of $318.2 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, 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; 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

We plan to continue to invest in our research and development efforts and to increase our investment in research and development efforts related to our product development. While we anticipate certain cost savings associated with our workforce reductions, in the future, we continue to expect research and development expenses to increase in absolute dollars as we continue to advance our product development, hire additional personnel and retain existing personnel, purchase supplies and materials and allocate expense to our research and development facilities.

Current wording

We plan to continue to invest in our research and development efforts and to increase our investment in research and development efforts related to our product development. While we anticipate certain cost savings associated with our workforce reductions implemented in the first quarter of 2025, in the future, we continue to expect research and development expenses to increase in absolute dollars as we continue to advance our product development, hire additional personnel and retain existing personnel, purchase supplies and materials and allocate expense to our research and development facilities.

Previous wording

While we anticipate certain cost savings associated with our workforce reductions, in the future, we expect that our general and administrative expenses will increase substantially over the next several years as we hire additional personnel to support the growth in research and development activities for our products and commercial activities supporting the growth of our business, including sales, marketing, service, support, and distribution infrastructure. We also anticipate that we will incur higher expenses related to accounting, audit, legal, regulatory, insurance, compliance with the rules and regulations of the SEC, Sarbanes-Oxley Act and those of any national securities exchange on which our securities are traded, investor and public relations, and other administrative and professional services.

Current wording

While we anticipate certain cost savings associated with our workforce reductions implemented in the first quarter of 2025, in the future, we expect that our general and administrative expenses will increase substantially over the next several years as we hire additional personnel to support the growth in research and development activities for our products and commercial activities supporting the growth of our business, including sales, marketing, service, support, and distribution infrastructure. We also anticipate that we will incur higher expenses related to accounting, audit, legal, regulatory, insurance, compliance with the rules and regulations of the SEC, Sarbanes-Oxley Act and those of any national securities exchange on which our securities are traded, investor and public relations, and other administrative and professional services.

Previous 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.

Current wording

Research and development expenses were $9.6 million for the three months ended September 30, 2025, compared to $12.3 million for the three months ended September 30, 2024, a decrease of $2.7 million, or 22%. The decrease was due to a $1.3 million decrease in laboratory and professional services due to operating efficiencies and lower development-related costs, a $0.8 million decrease in salaries and related benefits driven by savings from the reduction in force implemented in March 2025, and a $0.5 million decrease in stock-based compensation. The decrease in stock-based compensation is driven by stock options granted at the time of the Merger becoming fully expensed in 2025 and lower expense associated with stock options granted since the Merger.

Previous wording

General and administrative expenses were $6.7 million for the three months ended June 30, 2025, compared to $8.4 million for the three months ended June 30, 2024, a decrease of $1.7 million, or 20%. The decrease was due to a $1.1 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 $0.7 million decrease in professional services attributable to legal and consulting fees including the resolution of the Standard Biotools legal matter.

Current wording

General and administrative expenses were $5.9 million for the three months ended September 30, 2025, compared to $6.8 million for the three months ended September 30, 2024, a decrease of $0.9 million, or 14%. The decrease was primarily due to a $1.1 million decrease in stock-based compensation. The decrease is driven by stock options granted at the time of the Merger becoming fully expensed in 2025 and lower expense associated with stock options granted since the Merger.

Previous wording

Other income for the three months ended June 30, 2025 decreased compared to the three months ended June 30, 2024. The decrease is attributable to the decrease in interest income as our cash, cash equivalents, and investments balance decreased during the period.

Current wording

Other income for the three months ended September 30, 2025 decreased compared to the three months ended September 30, 2024. The change is attributable to the decrease in interest income driven by a lower cash, cash equivalents, and investments balance as well as decreased yield rates on investments during the period.

Previous wording

Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Current wording

Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

Previous wording

Research and development expenses were $21.9 million for the six months ended June 30, 2025, compared to $25.4 million for the six months ended June 30, 2024, a decrease of $3.4 million, or 14%. The decrease was due to a $2.0 million decrease in laboratory supplies and equipment expense attributable to continued focus on cost optimization and normal variability in the timing of research and development project activities. Also contributing to the decrease was a $0.8 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 $0.7 million decrease in salaries and related benefits driven by savings from the reduction in force implemented in March 2025.

Current wording

Research and development expenses were $31.5 million for the nine months ended September 30, 2025, compared to $37.7 million for the nine months ended September 30, 2024, a decrease of $6.1 million, or 16%. The decrease was due to a $3.4 million decrease in laboratory supplies and equipment expense attributable to due to operating efficiencies, lower development-related costs and continued focus on cost optimization. Also contributing to the decrease was a $1.5 million decrease in salaries and related benefits driven by savings from the reduction in force implemented in March 2025, and a $1.3 million decrease in stock-based compensation. The decrease in stock-based compensation is driven by stock options granted at the time of the Merger becoming fully expensed in 2025 and lower expense associated with stock options granted since the Merger.

Previous 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.

Current wording

General and administrative expenses were $19.9 million for the nine months ended September 30, 2025, compared to $23.8 million for the nine months ended September 30, 2024, a decrease of $4.0 million, or 17%. The decrease was primarily due to a $2.9 million decrease in stock-based compensation. The decrease in stock-based compensation is driven by stock options granted at the time of the Merger becoming fully expensed in 2025 and lower expense associated with stock options granted since the Merger. Also contributing to the decrease was a $1.5 million decrease in professional services attributable to legal and general consulting fees 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. These decreases were partially offset by a $0.4 million increase in facilities expenses.

Previous wording

Other income (expense) for the six months ended June 30, 2025 decreased compared to the six months ended June 30, 2024. The decrease is attributable to the decrease in interest income as our cash, cash equivalents, and investments balance decreased during the period.

Current wording

Other income (expense) for the nine months ended September 30, 2025 decreased compared to the nine months ended September 30, 2024. The change is attributable to the decrease in interest income driven by a lower cash, cash equivalents, and investments balance as well as decreased yield rates on investments during the period.

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 $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.

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 $45.2 million for the nine months ended September 30, 2025. As of September 30, 2025, we had an accumulated deficit of $318.2 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 September 30, 2025, we had cash, cash equivalents and investments of $168.5 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 six months ended June 30, 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 nine months ended September 30, 2025, we did not sell any shares of common stock pursuant to the Sales Agreement.

Previous wording

As previously disclosed in our current report on Form 8-K filed on May 2, 2025, we received a deficiency letter (the “Nasdaq Letter”) from the Nasdaq Listing Qualifications Staff, notifying the Company that we are not in compliance with Nasdaq Listing Rule 5450(a)(1), which requires the Company to maintain a minimum bid price of at least $1 per share for continued listing on The Nasdaq Global Select Market (the “Minimum Bid Requirement”). The Company’s failure to comply with the Minimum Bid Requirement was based on its common stock per share price being below the $1 threshold for a period of 30 consecutive trading days. Pursuant to the Nasdaq Letter, the

Current wording

As previously disclosed in our current report on Form 8-K filed with the SEC on May 2, 2025, we received a deficiency letter (the “Nasdaq Letter”) from the Nasdaq Listing Qualifications Staff, notifying the Company that we are not in compliance with Nasdaq Listing Rule 5450(a)(1), which requires the Company to maintain a minimum bid price of at least $1 per share for continued listing on The Nasdaq Global Select Market (the “Minimum Bid Price Requirement”). The Company’s failure to comply with the Minimum Bid Price Requirement was based on its common stock per share price being below the $1 threshold for a period of 30 consecutive trading days. Pursuant to the Nasdaq Letter, the Company had 180 calendar days from the date of the Nasdaq Letter, or until October 28, 2025, to regain compliance with the Minimum Bid Price Requirement. On October 15, 2025, the Company applied to transfer its listing from the Nasdaq Global Select Market to the Nasdaq Capital Market (the “Transfer”). On October 27, 2025, the Nasdaq Listing Qualifications Staff notified the Company that the Transfer was approved, to be effective October 29, 2025. In connection with the Transfer, the Company anticipates being eligible for an additional 180 calendar day period, or until April 26, 2026, to regain compliance with the Minimum Bid Price Requirement provided that the Company continues to meet the continued listing requirements of the Nasdaq Capital Market (with the exception of the Minimum Bid Price Requirement). If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period, its common stock will become subject to delisting. In connection with obtaining approval for the Transfer, the Company notified the Nasdaq Listing Qualifications Staff in writing of the Company’s intention to regain compliance with the Minimum Bid Price Requirement by effecting a reverse stock split during the additional 180 day period, if necessary. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.

Previous wording

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

Current wording

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

Previous 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.

Current wording

During the nine months ended September 30, 2025, net cash used in operating activities was $38.3 million, resulting from our net loss of $45.2 million and decrease in net changes in assets and liabilities aggregating $2.1 million. Net cash used in operating activities includes non-cash charges aggregating $9.0 million, which is driven by $5.4 million of stock-based compensation, $3.5 million of amortization of operating lease right-of-use assets, and $1.3 million of depreciation. These non-cash charges were partially offset by $1.3 million of net accretion of discounts on securities.

Previous 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.

Current wording

During the nine months ended September 30, 2024, net cash used in operating activities was $44.8 million, resulting from our net loss of $53.2 million and decrease in net changes in assets and liabilities aggregating $3.9 million. Net cash used in operating activities includes non-cash charges aggregating $12.2 million, which is driven by $9.6 million of stock-based compensation, $3.3 million amortization of operating lease right-of-use assets, and$1.5 million of depreciation. These non-cash charges were partially offset by$2.2 million of net accretion of discounts on securities.

Previous 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.

Current wording

During the nine months ended September 30, 2025, net cash provided by investing activities was $34.4 million, resulting from $74.2 million in proceeds from the maturities of securities, partially offset by $38.8 million in purchases of securities and $1.0 million in purchases of property and equipment.

Previous 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.

Current wording

During the nine months ended September 30, 2024, net cash provided by investing activities was $29.1 million, resulting from $90.4 million in proceeds from maturities of securities, partially offset by$59.4 million in purchases of securities and $1.9 million in purchases of property and equipment.

Previous 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.

Current wording

During the nine months ended September 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 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.

Current wording

During the nine months ended September 30, 2024, cash provided by financing activities was comprised of$0.7 million of proceeds from the exercise of stock optionsand issuance of common stock under the employee stock purchase plan.

Previous wording

We will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more, (ii) the last day of our fiscal year following the fifth anniversary of the date of the closing of ARYA’s initial public offering, (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission.

Current wording

We will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more, (ii) the last day of our fiscal year following the fifth anniversary of the date of the closing of ARYA’s initial public offering, or December 31, 2025, (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

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”).
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Company has 180 calendar days from the date of the Nasdaq Letter to regain compliance, and may be eligible for up to an additional 180 days in accordance with applicable Nasdaq rules. If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period (or the second compliance period, if applicable), its common stock will become subject to delisting. The Company intends to monitor the closing bid price of its common stock during the compliance period(s) and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.