Nautilus Biotechnology, Inc.
For the period ended Sep 30, 2025. Filed Oct 28, 2025.
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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
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Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During our last fiscal quarter, none of our directors or officers, as defined in Rule 16a-1(f), adopted and/orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408.
Nasdaq Compliance Matters
As previously reported on a Current Report on Form 8-K filed with the SEC on May 2, 2025, we received a notification letter (the “Bid Price Notice”) from Nasdaq on May 1, 2025 notifying us that, based on the closing bid price of our Common Stock, for the preceding 30 consecutive business days, we were not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Global Select Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we had an initial compliance period of 180 calendar days, or until October 28, 2025, to regain compliance with the Minimum Bid Price Requirement. In response, on October 15, 2025, we filed an application to transfer the listing of our Common Stock from The Nasdaq Global Select Market to The Nasdaq Capital Market (the “Transfer”) and requested the additional 180-day compliance period offered on that market.
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).
In connection with the Transfer, our Common Stock will be transferred to the Nasdaq Capital Market effective as of the opening of business on October 29, 2025, and will continue to trade under the symbol “NAUT.” The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Select Market, and listed companies must comply with Nasdaq’s continued listing requirements and standards.
If granted an additional 180 day compliance period, in order to regain compliance with the Minimum Bid Price Requirement and qualify for continued listing on the Nasdaq Capital Market, the minimum bid price per share of our Common Stock must be at least $1.00 for at least ten consecutive business days during the additional 180-day compliance period. If we do not regain compliance during this additional grace period, our Common Stock would be subject to delisting by Nasdaq. 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.
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