What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2021-08-10 compared with 2021-05-13 · 70 added, 31 removed, 4 unchanged (96% of the section changed)

OTHER INFORMATION

The following exhibits are filed or furnished as a part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Amended and Restated Memorandum and Articles of Association.(1)

Specimen Ordinary Share Certificate.(2)

Description of Registrant’s Securities.(3)

Private Placement Shares Purchase Agreement between the Company and the Sponsor.(1)

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(1)

Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein.(1)

Letter Agreement among the Company, the Sponsor, the Foundation and the Company’s officers and directors.(1)

Administrative Services Agreement between the Company and the Sponsor.(1)

Form of Indemnity Agreement.(2)

Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002.*

Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of

the Sarbanes-Oxley Act of 2002.*

Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C.

2.1 Business Combination Agreement, dated as of February 7, 2021, by and among ARYA Sciences Acquisition Corp III, Mako Merger Sub, Inc., and Nautilus Biotechnology, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2021).

3.1 Certificate of Incorporation of Nautilus Biotechnology, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2021).

3.2 Bylaws of Nautilus Biotechnology, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2021).

10.1 Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2021).

10.2 Form of Amended and Restated Registration Rights and Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2021).

10.3+ Nautilus Biotechnology, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2021).

10.4+ Nautilus Biotechnology, Inc.

2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2021).

10.5+ Forms of Stock Option Agreement under the Nautilus Biotechnology, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Proxy Statement/Prospectus).

10.6+ Form of Restricted Stock Unit Agreement under the Nautilus Biotechnology, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Proxy Statement/Prospectus).

10.7+ Form of Restricted Stock Award Agreement under the Nautilus Biotechnology, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Proxy Statement/Prospectus).

10.8+ Nautilus Biotechnology, Inc.

2017 Equity Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.11 to the Proxy Statement/Prospectus).

10.9+ Confirmatory Employment Letter between Nautilus Biotechnology, Inc.

and Sujal Patel (incorporated by reference to Exhibit 10.12 to the Proxy Statement/Prospectus).

10.10+ Confirmatory Employment Letter between Nautilus Biotechnology, Inc.

and Anna Mowry (incorporated by reference to Exhibit 10.13 to the Proxy Statement/Prospectus).

10.11+ Confirmatory Employment Letter between Nautilus Biotechnology, Inc.

and Subra Sankar (incorporated by reference to Exhibit 10.15 to the Proxy Statement/Prospectus).

10.12+ Confirmatory Employment Letter between Nautilus Biotechnology, Inc.

and Nick Nelson (incorporated by reference to Exhibit 10.14 to the Proxy Statement/Prospectus).

10.13+ Confirmatory Employment Letter between Nautilus Biotechnology, Inc.

and Parag Mallick (incorporated by reference to Exhibit 10.16 to the Proxy Statement/Prospectus).

10.14+ Confirmatory Employment Letter between Nautilus Biotechnology, Inc.

and Matt Murphy (incorporated by reference to Exhibit 10.17 to the Proxy Statement/Prospectus).

10.15+ Change in Control and Severance Agreement between Nautilus Biotechnology, Inc.

and Sujal Patel (incorporated by reference to Exhibit 10.18 to the Proxy Statement/Prospectus).

10.16+ Change in Control and Severance Agreement between Nautilus Biotechnology, Inc.

and Anna Mowry (incorporated by reference to Exhibit 10.19 to the Proxy Statement/Prospectus).

10.17+ Change in Control and Severance Agreement between Nautilus Biotechnology, Inc.

and Subra Sankar (incorporated by reference to Exhibit 10.21 to the Proxy Statement/Prospectus).

10.18+ Change in Control and Severance Agreement between Nautilus Biotechnology, Inc.

and Nick Nelson (incorporated by reference to Exhibit 10.20 to the Proxy Statement/Prospectus).

10.19+ Change in Control and Severance Agreement between Nautilus Biotechnology, Inc.

and Parag Mallick (incorporated by reference to Exhibit 10.22 to the Proxy Statement/Prospectus).

10.20+ Change in Control and Severance Agreement between Nautilus Biotechnology, Inc.

and Matt Murphy (incorporated by reference to Exhibit 10.23 to the Proxy Statement/Prospectus).

10.21 Form of New Nautilus Indemnification Agreement (incorporated by reference to Exhibit 10.24 to the Proxy Statement/Prospectus).

10.22+ Nautilus Biotechnology, Inc.

Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.25 to the Proxy Statement/Prospectus).

31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.*

XBRL Taxonomy Extension Schema Document.*

XBRL Taxonomy Extension Calculation Linkbase Document.*

XBRL Taxonomy Extension Definition Linkbase Document.*

XBRL Taxonomy Extension Label Linkbase Document.*

XBRL Taxonomy Extension Presentation Linkbase Document.*

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover page Interactive Data File (embedded with the Inline XBRL document)

__________________

* Filed herewith.

Furnished herewith.

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on August 12, 2020.

Incorporated by reference to the registrant’s Form S-1, filed with the SEC on July 30, 2020.

Incorporated by reference to the registrant’s annual report on Form 10-K, filed with the SEC on March 30, 2021.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARYA SCIENCES ACQUISITION CORP III

/s/ Michael Altman

Michael Altman

Chief Financial Officer

+ Indicates management contract or compensatory plan.

† The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Nautilus Biotechnology, Inc.

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NAUTILUS BIOTECHNOLOGY, INC.

August 10, 2021 By:

/s/ Sujal Patel

Chief Executive Officer (Principal Executive Officer)

August 10, 2021 By:

/s/ Anna Mowry

Chief Financial Officer (Principal Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information