Nautilus Biotechnology, Inc.
For the period ended Jun 30, 2026. Filed Jul 28, 2026.
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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.
Jun 30, 2026 · Filed Jul 28, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-04-28.
0001808805-26-000022
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-28.
0001808805-26-000034
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 91 previous paragraphs and 107 current paragraphs.
60 unchanged; 26 reworded; 17 added; 3 removed; 2 previous and 4 current paragraphs rearranged.
Tables are not compared: 2 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 (17)
Current report
Go-to-market plan
Current report
Grant revenue consists of a research-related grant from The Michael J. Fox Foundation and reflects the commencement of grant-related activities during the second quarter of 2026. Our service revenue is derived from the generation and analysis of proteomic data for our Early Access Program customers, which commenced in the second quarter of 2026.
Current report
Cost of service revenue consists of costs incurred in performing the service, including costs of consumables. Costs also include salaries, related benefits and stock-based compensation expense for Nautilus Proteomics Analysis Services personnel, depreciation and amortization, allocated expenses for technology and facilities, and charges related to inventory reserves. Cost of service revenue is recognized in the same period as the related performance obligation is rendered.
Current report
*Percentage is not meaningful
Current report
Revenue
Current report
Cost of service revenue consists of costs related to the generation and analysis of proteomic data on behalf of our Early Access Program customers.
Current report
Selling, general and administrative expenses were $6.3 million for the three months ended June 30, 2026, compared to $6.7 million for the three months ended June 30, 2025, a decrease of $0.4 million, or 6%. The decrease was due to a $0.3 million decrease in salaries and related benefits, attributable to reduced incentive compensation costs during the period, and a $0.3 million decrease in stock-based compensation expense. These decreases were partially offset by a $0.2 million increase in professional services attributable to legal and recruiting fees.
Current report
Other Income (Expense)
Current report
Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025
Current report
*Percentage is not meaningful
Current report
Revenue
Current report
Revenue was $0.2 million for the six months ended June 30, 2026, driven by grant revenue of $0.2 million from the commencement of our activities related to the grant awarded from The Michael J. Fox Foundation in the second quarter of 2026, and service revenue of less than $0.1 million for the sales of services under the Early Access Program during the six months ended June 30, 2026.
Current report
Cost of service revenue consists of costs related to the generation and analysis of proteomic data on behalf of our Early Access Program customers.
Current report
Research and Development Expenses
Current report
Research and development expenses were $19.3 million for the six months ended June 30, 2026, compared to $21.9 million for the six months ended June 30, 2025, a decrease of $2.6 million, or 12%. The decrease was primarily due to a $1.1 million decrease in salaries and related benefits, which was primarily driven by savings from the reduction in force implemented in the first quarter of 2025 and reduced incentive compensation costs during the period, as well as a $0.5 million decrease in stock-based compensation expense. The decrease in stock-based compensation expense is primarily driven by stock options granted at the time of the Merger becoming fully expensed in 2025. Also contributing to the decrease was a $0.4 million decrease in facilities expense driven by decreases in maintenance costs for our leases and the expiration of the San Diego lease, a $0.4 million decrease in laboratory and professional services, and a $0.3 million decrease in depreciation expense.
Current report
Other Income (Expense)
Current report
For the Six Months Ended June 30, 2026 and 2025
Removed paragraphs (3)
Previous report
Selling, General and Administrative Expenses
Previous report
Selling, General and Administrative Expenses
Reworded paragraphs (26)
Previous wording
Since our incorporation in 2016, we have devoted substantially all of our resources to research and development activities, including with respect to our proteomics platform, or Nautilus Voyager platform, business planning, establishing and maintaining our intellectual property portfolio, hiring personnel, raising capital and providing selling, general and administrative support for these operations. We do not have any products available for commercial sale, and we have not generated any revenue from our Nautilus Voyager platform or other sources since inception. Our ability to generate revenue sufficient to achieve profitability, if we ever do, would be expected to take a number of years, and will depend on the successful development and eventual commercialization of our Nautilus Voyager platform, if it ever occurs. Our Nautilus Voyager platform, which includes our end-to-end solution comprised of instruments, consumables, and software analysis, is currently under development and will require significant additional research and development efforts, including extensive testing prior to commercialization. These efforts require significant amounts of additional capital and adequate personnel infrastructure. There can be no assurance that our research and development activities will be successfully completed, or that our Nautilus Voyager platform will be commercially viable.
Current wording
Since our incorporation in 2016, we have devoted substantially all of our resources to research and development activities, including with respect to our proteomics platform, or Nautilus Voyager platform, business planning, establishing and maintaining our intellectual property portfolio, hiring personnel, raising capital and providing selling, general and administrative support for these operations. We have not generated any material revenue from our Nautilus Voyager platform or other sources since inception. Our ability to generate revenue sufficient to achieve profitability, if we ever do, would be expected to take a number of years, and will depend on the successful development and eventual commercialization of our Nautilus Voyager platform, if it ever occurs. Our Nautilus Voyager platform, which includes our end-to-end solution comprised of analysis services, instruments, consumables, and software analysis, is currently under development and will require significant additional research and development efforts, including extensive testing prior to commercialization. These efforts require significant amounts of additional capital and adequate personnel infrastructure. There can be no assurance that our research and development activities will be successfully completed, or that our Nautilus Voyager platform will be commercially viable.
Previous wording
In order to commercialize our Nautilus Voyager TM platform in volume, we will need to establish internal manufacturing capacity or to contract with one or more manufacturing partners, or both. Our technology is complex, and the manufacturing process for our products will be similarly complex, involving a large number of unique precision parts in addition to the production of various reagents and antibodies. We may encounter unexpected difficulties in manufacturing our Nautilus Voyager platform, instruments, and related consumables. Among other factors, we will need to develop reliable supply chains for the various components in our Nautilus Voyager platform, instruments, and consumables to support large-scale commercial production. In connection with our Nautilus Voyager platform, we intend to utilize approximately 300 unique multi-affinity reagents and various antibodies in order to generate deep proteomic information at the speed and scale which we expect our Nautilus Voyager platform to perform. Such reagents and antibodies are expected to be more difficult to manufacture and more expensive to procure. There is no assurance that we will be able to build manufacturing or consumable production capacity internally or find one or more suitable manufacturing or production partners, or both, to meet the volume and quality requirements necessary to be successful in the proteomics market.
Current wording
In order to commercialize our Nautilus Voyager TM platform in volume, we will need to establish internal manufacturing capacity or to contract with one or more manufacturing partners, or both. Our technology is complex, and the manufacturing process for our products will be similarly complex, involving a large number of unique precision parts in addition to the production of various reagents and antibodies. We may encounter unexpected difficulties in manufacturing our Nautilus Voyager platform, instruments, and related consumables. Among other factors, we will need to develop reliable supply chains for the various components in our Nautilus Voyager platform, instruments, and consumables to support large-scale commercial production. In connection with our Nautilus Voyager platform, upon completion of development we intend to utilize hundreds of unique multi-affinity reagents and various standard antibodies in order to generate deep proteomic information at the speed and scale which we expect our Nautilus Voyager platform to perform. Such reagents and antibodies are expected to be more difficult to manufacture and more expensive to procure. There is no assurance that we will be able to build manufacturing or consumable production capacity internally or find one or more suitable manufacturing or production partners, or both, to meet the volume and quality requirements necessary to be successful in the proteomics market.
Previous wording
We are in the early stages of establishing our commercial organization and distribution capabilities. During the three months ended March 31, 2026, we made our first sales hire as an initial step toward building an internal sales infrastructure, and we intend to continue expanding these capabilities to support the sales of our products. We anticipate commercializing our Nautilus Voyager platform in phases that began with research collaborations with leading biopharmaceutical companies, academic institutions, and research organizations exploring utility of pre-commercial versions of the platform. The next phases of our strategy involve a land-and-expand strategy in which we provide customers with access to the Iterative Mapping method on the Nautilus Voyager platform for an initial application, and over time, add additional applications in both targeted proteoform analysis and broadscale proteomics, which customers would access depending upon their specific proteomics needs. Initial customer access to the Nautilus Voyager platform is expected to be through our Early Access Program in which we will perform 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 Voyager platform. With data gained from our Early Access Program customers, we plan to leverage publications to drive awareness and customer demand and later sell instruments and reagents to select customers performing targeted proteoform and broadscale proteomics research.We announced the launch of our Iterative Mapping Early Access Program starting with target specific service offerings in January 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 to include additional proteoforms in new disease areas like oncology and into a dual model that supports both targeted assays, and broadscale workflows, which are designed to offer broader proteome coverage. We do not anticipate that these early access activities will result in any material revenue. We expect to initiate our commercial launch in late 2026 by opening the Nautilus Voyager platform for pre-orders, with instrument installations at customer sites beginning in early 2027. At launch, we expect general availability to include the Voyager instrument, our Tau proteoform assay, and a second proteoform assay. We anticipate general availability of Broadscale proteomics capabilities in the first half of 2027, as we continue expanding the platform’s assay portfolio. Our first generally available broadscale consumable kits are designed to deliver strong initial performance, with subsequent releases expected to further expand capabilities and enable the platform to meet or exceed our previously annou…
Excerpt shortened here; the source contains the full paragraph.
Current wording
Initial customer access to the Nautilus Voyager platform is being enabled through our Iterative Mapping Early Access Program (“Early Access Program”) in which we perform analysis and profiling of samples in our facility and such data and analysis is shared via a cloud platform. We announced the launch of our Early Access Program starting with target specific service offerings in January 2026 for the analysis of the microtubule-associated protein tau (“Tau”), which has been broadly associated with the onset and progression of Alzheimer’s disease in human patients. Our early access framework is expected to expand further to support additional targeted proteoforms assays in neuroscience and new disease areas like oncology, starting with RAC-alpha serine/threonine-protein kinase (or “AKT1”), which acts as a control hub for growth and survival signals and is a pathway active in many cancers. We do not anticipate that these early access activities will result in any material revenue. With data gained from our Early Access Program customers, we plan to leverage publications to drive awareness and customer demand to later sell instruments and reagents to select customers performing targeted proteoform research. We expect to initiate our commercial launch in early 2027 by opening the Nautilus Voyager platform for pre-orders, with instrument shipments beginning in mid 2027. At the time of these first commercial shipments, we expect general availability to include the Voyager instrument, our Tau Proteoforms assay, an AKT1 Proteoforms assay and an additional oncology proteoforms assay. As we continue expanding the platform’s assay portfolio, we concurrently expect to enable a broader diversity of sample types, including blood, which is the most prevalent sample type behind cells and tissues already enabled today.
Previous wording
We intend to commercialize our Nautilus Voyager platform through a direct sales channel in the United States, and through both direct and distributor sales channels in regions outside the United States. Given our stage of development, we currently have limited marketing, sales, commercial product distribution or service and support capabilities. We intend to build the necessary infrastructure for these activities in the United States, European Union, the United Kingdom, and potentially other countries and regions, including Asia-Pacific, as we execute on our phased commercial launch strategy for our Nautilus Voyager platform.
Current wording
We intend to commercialize our Nautilus Voyager TM platform through a direct sales channel in the United States, and through both direct and distributor sales channels in regions outside the United States. Given our stage of development, we currently have limited marketing, sales, commercial product distribution or service and support capabilities. We intend to build the necessary infrastructure for these activities in the United States, European Union, the United Kingdom, and potentially other countries and regions, including Asia-Pacific, as we execute on our phased commercial launch strategy for our Nautilus Voyager platform.
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,
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, 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”).
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, 2026, we had cash, cash equivalents and short-term investments of $95.9 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 June 30, 2026, we had cash, cash equivalents and short-term investments of $84.0 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 $14.7 million during the three months ended March 31, 2026, 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 Voyager TM platform. As of March 31, 2026, we had an accumulated deficit of $346.7 million. These losses have resulted primarily from costs incurred in connection with research and development activities and to a lesser extent from selling, 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 $29.2 million during the six months ended June 30, 2026, 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 Voyager TM platform. As of June 30, 2026, we had an accumulated deficit of $361.2 million. These losses have resulted primarily from costs incurred in connection with research and development activities and to a lesser extent from selling, 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
•undertake activities to establish sales, marketing and distribution capabilities for our Nautilus Voyager platform;
Current wording
•undertake activities to establish and expand sales, marketing and distribution capabilities for our Nautilus Voyager platform;
Previous wording
•incur setup costs related to production tooling and required testing;
Current wording
•incur increased costs related to production tooling and required testing;
Previous wording
As a result, we will require substantial additional funding to develop our products and support our continuing operations. Until such time that we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, which could include income from collaborations, strategic partnerships or marketing, distribution or licensing arrangements with third parties or from grants. We may be unable to raise additional funds or to enter into such agreements or arrangements on favorable terms, or at all. Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the disruptions to, and volatility in, the credit and financial markets in the United States and worldwide, recent and any potential future financial institution failures, geopolitical conflicts, such as the conflicts in Eastern Europe and the Middle East, and otherwise. Our failure to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on our business, results of operations or financial condition, and could force us to delay, reduce or eliminate our product development or future commercialization efforts. We may also be required to grant rights to develop and market products that we would otherwise prefer to develop and market ourselves. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our development efforts. We cannot assure you that we will ever be profitable or generate positive cash flow from operating activities.
Current wording
As a result, we will require substantial additional funding to develop our products and support our continuing operations. Until such time that we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, which could include income from collaborations, strategic partnerships or marketing, distribution or licensing arrangements with third parties or from grants. We may be unable to raise additional funds or to enter into such agreements or arrangements on favorable terms, or at all. Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the disruptions to, and volatility in, the credit and financial markets in the United States and worldwide, recent and any potential future financial institution failures, geopolitical conflicts, such as the conflicts in Eastern Europe and the Middle East, and otherwise. Our failure to obtain sufficient funds on acceptable terms, or at all, when needed could have a material adverse effect on our business, results of operations or financial condition, and could force us to delay, reduce or eliminate our product development or future commercialization efforts. We may also be required to grant rights to develop and market products that we would otherwise prefer to develop and market ourselves. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our development efforts. We cannot assure you that we will ever be profitable or generate positive cash flow from operating activities.
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 experienced 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.
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 and grant-funded research initiatives. While we experienced 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, expand our grant-related research activities, hire additional personnel and retain existing personnel, purchase supplies and materials and allocate expense to our research and development facilities.
Previous wording
For the Three Months Ended March 31, 2026 and 2025
Current wording
Revenue was $0.2 million for the three months ended June 30, 2026, driven by grant revenue of $0.2 million from the commencement of our activities related to the grant awarded from The Michael J. Fox Foundation in the second quarter of 2026, and service revenue of less than $0.1 million for the sales of services under the Early Access Program during the three months ended June 30, 2026.
Previous wording
Research and development expenses were $9.7 million for the three months ended March 31, 2026, compared to $11.5 million for the three months ended March 31, 2025, a decrease of $1.8 million, or 16%. The decrease was due to a $1.0 million decrease in salaries and related benefits driven by savings from the reduction in force implemented in the first quarter of 2025 and a $0.2 million decrease in facilities expense driven by decreases in maintenance costs for our leases. Also contributing to the decrease was a $0.2 million decrease in stock-based compensation expense and a $0.2 million decrease in laboratory and professional services.
Current wording
Research and development expenses were $9.6 million for the three months ended June 30, 2026, compared to $10.4 million for the three months ended June 30, 2025, a decrease of $0.8 million, or 8%. The decrease was due to a $0.2 million decrease in stock-based compensation expense and a $0.2 million decrease in laboratory and professional services. Also contributing to the decrease was a $0.2 million decrease in facilities expense driven by the expiration of the San Diego lease, decreases in maintenance costs for our leases, and a $0.2 million decrease in depreciation expense.
Previous wording
Other income for the three months ended March 31, 2026 decreased compared to the three months ended March 31, 2025. 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.
Current wording
Other income (expense) was $1.3 million for the three months ended June 30, 2026, compared to $2.1 million for the three months ended June 30, 2025, a decrease of $0.8 million, or 37%. The net decrease was primarily due to a $0.8 million 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
Selling, general and administrative expenses were $6.4 million for the three months ended March 31, 2026, compared to $7.3 million for the three months ended March 31, 2025, a decrease of $0.9 million, or 12%. The decrease was primarily due to a $0.6 million decrease in stock-based compensation driven by lower expense associated with stock options granted since the Merger. Also contributing to the decrease was a $0.3 million decrease in salaries and related benefits driven by savings from the reduction in force implemented in the first quarter of 2025.
Current wording
Selling, general and administrative expenses were $12.7 million for the six months ended June 30, 2026, compared to $14.0 million for the six months ended June 30, 2025, a decrease of $1.3 million, or 9%. The decrease was primarily due to a $0.9 million decrease in stock-based compensation expense, which was primarily driven by stock options granted at the time of the Merger becoming fully expensed in 2025. 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 the first quarter of 2025 and reduced incentive compensation costs during the period, and a $0.2 million decrease in facilities expense. These decreases were partially offset by a $0.4 million increase in professional services attributable to legal and recruiting fees.
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 $14.7 million for the three months ended March 31, 2026. As of March 31, 2026, we had an accumulated deficit of $346.7 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 March 31, 2026, we had cash, cash equivalents and investments of $143.4 million.
Current wording
Since our inception, we have not generated any material revenue from product sales and have incurred significant operating losses and negative cash flows from our operations. Our net loss was $29.2 million for the six months ended June 30, 2026. As of June 30, 2026, we had an accumulated deficit of $361.2 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 June 30, 2026, we had cash, cash equivalents and investments of $129.2 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, 2026, 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, 2026, we did not sell any shares of common stock pursuant to the Sales Agreement.
Previous wording
To date, we have not generated any revenue and we may not generate any material revenue from the sale of products or from other sources in the near future.
Current wording
To date, we have not generated any material revenue and we may not generate any material revenue from the sale of products or from other sources in the near future.
Previous wording
Until such time as we can generate significant revenue from commercialization of our products, if ever, we will continue to require substantial additional capital to develop our Nautilus Voyager TM platform and fund operations for the foreseeable future. We intend to obtain such capital through public or private equity offerings or debt financings (including potential sales under the Sales Agreement), credit or loan facilities or a combination of one or more of these funding sources. We may also seek additional financing opportunistically. We may be unable to raise additional funds on favorable terms or at all. Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and disruptions to, and volatility in, the credit and financial markets in the United States and worldwide, any potential future financial institution failures, geopolitical conflicts, such asthe conflicts in Eastern Europe and the Middle East, and otherwise. Our failure to raise additional capital, if needed, would have a negative impact on our financial condition and our ability to execute our business plan.
Current wording
Until such time as we can generate significant revenue from commercialization of our products, if ever, we will continue to require substantial additional capital to develop our Nautilus Voyager platform and fund operations for the foreseeable future. We intend to obtain such capital through public or private equity offerings or debt financings (including potential sales under the Sales Agreement), credit or loan facilities or a combination of one or more of these funding sources. We may also seek additional financing opportunistically. We may be unable to raise additional funds on favorable terms or at all. Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and disruptions to, and volatility in, the credit and financial markets in the United States and worldwide, any potential future financial institution failures, geopolitical conflicts, such asthe conflicts in Eastern Europe and the Middle East, and otherwise. Our failure to raise additional capital, if needed, would have a negative impact on our financial condition and our ability to execute our business plan.
Previous wording
The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025:
Current wording
The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025:
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 includes non-cash charges aggregating $3.3 million, which is driven by $2.2 million of stock-based compensation expense, $1.2 million 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, 2026, net cash used in operating activities was $26.8 million, resulting from our net loss of $29.2 million and decrease in net changes in assets and liabilities aggregating $2.9 million. Net cash used in operating activities includes non-cash charges aggregating $5.2 million, which is driven by $2.5 million of stock-based compensation expense, $2.2 million of amortization of operating lease right-of-use assets, and $0.6 million of depreciation. These non-cash charges were partially offset by $0.1 million of net accretion of discounts on securities.
Previous wording
During the three months ended March 31, 2026, net cash used in operating activities was $13.1 million, resulting from our net loss of $14.7 million and decrease in net changes in assets and liabilities aggregating $1.2 million. Net cash used in operating activities includes non-cash charges aggregating $2.8 million, which is driven by $1.4 million of stock-based compensation expense, $1.1 million of amortization of operating lease right-of-use assets, and $0.3 million of depreciation. These non-cash charges were partially offset by $0.1 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 includes non-cash charges aggregating $6.2 million, which is driven by $3.9 million of stock-based compensation expense, $2.3 million 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, 2026, net cash provided by investing activities was $14.2 million, resulting from $25.8 million in proceeds from the maturities of securities, partially offset by $11.1 million in purchases of securities and $0.5 million in purchases of property and equipment.
Current wording
During the six months ended June 30, 2026, net cash provided by investing activities was $26.3 million, resulting from $55.7 million in proceeds from the maturities of securities, partially offset by $28.5 million in purchases of securities and $1.0 million in purchases of property and equipment.
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 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 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, 2026, cash provided by financing activities was comprised of $1.1 million of proceeds from the exercise of stock options.
Current wording
During the six months ended June 30, 2026, cash provided by financing activities was comprised of $1.3 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 immaterial 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 ofproceeds from the exercise of stock optionsand issuance of common stock under the employee stock purchase plan.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current report — wording carried from elsewhere
We are in the early stages of establishing our commercial organization and distribution capabilities. During the six months ended June 30, 2026, we made our first sales hires as an initial step toward building an internal sales infrastructure, and we intend to continue expanding these capabilities to support the sales of our products. We are commercializing our Nautilus Voyager platform in phases that began with research collaborations with leading biopharmaceutical companies, academic institutions, and research organizations exploring utility of pre-commercial versions of the platform. The next phases of our strategy involve a land-and-expand strategy in which we provide customers with access to the Iterative Mapping method on the Nautilus Voyager platform for an initial application, with the expectation of, over time, adding additional applications in expanded targeted proteoform analysis and, in the future, broadscale proteomics, which customers would access depending upon their specific proteomics needs. While our development efforts continue for our broadscale assay, those efforts have not advanced sufficiently to support general availability of that assay in 2027 to our target specifications. We have identified key improvement areas, which we expect to advance broadscale performance. Due to the need for further improvements to the broadscale assay and the demand we are seeing for proteoforms from the market, we plan to reallocate resources from the broadscale effort to accelerate our proteoform application development.
Current report — wording carried from elsewhere
The following table shows our condensed consolidated statements of operations for the periods indicated:
Current report — wording carried from elsewhere
Other income (expense) was $2.7 million for the six months ended June 30, 2026, compared to $4.3 million for the six months ended June 30, 2025, a decrease of $1.6 million, or 37%. The net decrease was primarily due to a $1.6 million 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.
Rearranged previous paragraphs (2)
Previous report — wording carried 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”).
Previous report — wording carried elsewhere
To date, we have not generated any revenue and we may not generate any material revenue from the sale of products or from other sources in the near future.