Nautilus Biotechnology, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 88 Consolidated Balance Sheets 89 Consolidated Statements of Operations 90 Consolidated Statements of Comprehensive Loss 91 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) 92 Consolidated Statements of Cash Flows 93 Notes to Consolidated Financial Statements 94 87 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Nautilus Biotechnology, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Nautilus Biotechnology, Inc. and its subsidiary (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive loss, of redeemable convertible preferred stock and stockholders’ equity (deficit) and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Seattle, Washington February 24, 2022 We have served as the Company’s auditor since 2020. 88 Nautilus Biotechnology, Inc. Consolidated Balance Sheets At December 31, 2021 and 2020 (in thousands, except share and per share amounts) December 31, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 185,619 $ 36,607 Short-term investments 160,110 40,135 Prepaid expenses and other current assets 3,493 917 Total current assets 349,222 77,659 Property and equipment, net 2,483 1,371 Operating lease right-of-use assets 29,377 4,842 Long-term investments 16,371 — Other long term assets 997 1,139 Total assets $ 398,450 $ 85,011 Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 1,723 $ 470 Accrued expenses and other liabilities 3,119 1,069 Current portion of operating lease liability 970 1,479 Total current liabilities 5,812 3,018 Operating lease liability, net of current portion 29,062 3,296 Total liabilities 34,874 6,314 Commitments and contingencies (Note 10) Redeemable convertible preferred stock: Series Seed redeemable convertible preferred stock - par value $ 0.0001 , 0 and 13,174,805 shares authorized, issued and outstanding as of December 31, 2021 and 2020, respectively (liquidation preference of $ 0 and $ 7,263 as of December 31, 2021 and 2020, respectively) — 5,494 Series A redeemable convertible preferred stock - par value $ 0.0001 , 0 and 16,836,436 shares authorized, issued and outstanding as of December 31, 2021 and 2020, respectively (liquidation preference of $ 0 and $ 27,200 as of December 31, 2021 and 2020, respectively) — 27,067 Series B redeemable convertible preferred stock - par value $ 0.0001 , 0 and 22,527,535 shares authorized as of December 31, 2021 and 2020, respectively, 0 and 22,164,724 shares issued and outstanding as of December 31, 2021 and 2020, respectively (liquidation preference of $ 0 and $ 76,060 as of December 31, 2021 and 2020, respectively) — 75,857 Stockholders’ equity (deficit): Preferred stock, $ 0.0001 par value, 200,000,000 and 0 shares authorized as of December 31, 2021 and 2020, respectively, and 0 shares issued and outstanding as of December 31, 2021 and 2020 — — Common stock, $ 0.0001 par value, 1,000,000,000 and 98,672,620 shares authorized as of December 31, 2021 and 2020, respectively; 124,303,083 and 33,069,513 shares issued and outstanding as of December 31, 2021 and 2020, respectively 12 1 Additional paid-in capital 444,388 600 Accumulated other comprehensive (loss) income ( 184 ) 3 Accumulated deficit ( 80,640 ) ( 30,325 ) Total stockholders’ equity (deficit) 363,576 ( 29,721 ) Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) $ 398,450 $ 85,011 The accompanying notes are an integral part of these consolidated financial statements. 89 Nautilus Biotechnology, Inc. Consolidated Statements of Operations Years Ended December 31, 2021 and 2020 (in thousands, except share and per share amounts) Year Ended December 31, 2021 Year Ended December 31, 2020 Operating expenses Research and development $ 29,352 $ 12,432 General and administrative 21,146 3,312 Total operating expenses 50,498 15,744 Other income (expense), net 183 125 Net loss $ ( 50,315 ) $ ( 15,619 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 0.60 ) $ ( 0.54 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 84,464,081 29,089,778 The accompanying notes are an integral part of these consolidated financial statements. 90 Nautilus Biotechnology, Inc. Consolidated Statements of Comprehensive Loss Years Ended December 31, 2021 and 2020 (in thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Net loss $ ( 50,315 ) $ ( 15,619 ) Other comprehensive loss: Unrealized loss on securities available-for-sale ( 187 ) ( 4 ) Total other comprehensive loss ( 187 ) ( 4 ) Comprehensive loss $ ( 50,502 ) $ ( 15,623 ) The accompanying notes are an integral part of these consolidated financial statements. 91 Nautilus Biotechnology, Inc. Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) Years Ended December 31, 2021 and 2020 Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity (Deficit) Series Seed Series A Series B (in thousands, except share amounts) Shares (1) Amount Shares (1) Amount Shares (1) Amount Shares (1) Amount Balances at December 31, 2019 13,174,805 $ 5,494 16,836,436 $ 27,067 — $ — 32,932,218 $ 1 $ 189 $ 7 $ ( 14,706 ) $ ( 14,509 ) Issuance of common stock upon exercise of vested stock options — — — — — — 137,295 — 42 — — 42 Issuance of Series B redeemable convertible preferred stock — — — — 22,164,724 75,857 — — — — — — Stock-based compensation expense — — — — — — — — 369 — — 369 Other comprehensive loss — — — — — — — — — ( 4 ) — ( 4 ) Net loss — — — — — — — — — — ( 15,619 ) ( 15,619 ) Balances at December 31, 2020 13,174,805 $ 5,494 16,836,436 $ 27,067 22,164,724 $ 75,857 33,069,513 $ 1 $ 600 $ 3 $ ( 30,325 ) $ ( 29,721 ) Issuance of common stock upon exercise of vested stock options — — — — — — 273,696 — 167 — — 167 Issuance of common stock upon exercise of warrants — — — — — — 62,772 — — — — — Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization ( 13,174,805 ) ( 5,494 ) ( 16,836,436 ) ( 27,067 ) ( 22,164,724 ) ( 75,857 ) 52,175,965 7 108,411 — — 108,418 Issuance of common stock upon the reverse recapitalization, net of issuance costs — — — — — — — 38,721,137 4 327,276 — — 327,280 Stock-based compensation expense — — — — — — — — 7,934 — — 7,934 Other comprehensive loss — — — — — — — — — ( 187 ) — ( 187 ) Net loss — — — — — — — — — — ( 50,315 ) ( 50,315 ) Balances at December 31, 2021 — $ — — $ — — $ — 124,303,083 $ 12 $ 444,388 $ ( 184 ) $ ( 80,640 ) $ 363,576 (1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3. The accompanying notes are an integral part of these consolidated financial statements. 92 Nautilus Biotechnology, Inc. Consolidated Statements of Cash Flows Years Ended December 31, 2021 and 2020 (in thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Cash flows from operating activities Net loss $ ( 50,315 ) $ ( 15,619 ) Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation 7,934 369 Amortization of operating lease right-of-use assets 1,823 1,636 Depreciation 1,019 710 Amortization of premiums on securities, net 183 282 Loss on disposal of property and equipment 137 13 Changes in operating assets and liabilities: Prepaid expenses and other assets ( 2,750 ) ( 624 ) Accounts payable 1,261 123 Accrued expenses and other liabilities 2,255 695 Operating lease liability ( 788 ) ( 1,581 ) Net cash used in operating activities ( 39,241 ) ( 13,996 ) Cash flows from investing activities Purchases of securities ( 221,795 ) ( 68,359 ) Purchases of property and equipment ( 2,269 ) ( 921 ) Proceeds from sale and maturities of securities 85,100 44,001 Net cash used in investing activities ( 138,964 ) ( 25,279 ) Cash flows from financing activities Net proceeds from reverse recapitalization and PIPE financing 335,409 — Proceeds from exercise of stock options 167 42 Payments of offering costs ( 8,129 ) — Proceeds from issuance of convertible preferred stock, net of issuance costs — 75,857 Net cash provided by financing activities 327,447 75,899 Net increase in cash, cash equivalents and restricted cash 149,242 36,624 Cash, cash equivalents and restricted cash at beginning of period 37,219 595 Cash, cash equivalents and restricted cash at end of period $ 186,461 $ 37,219 Supplementary cash flow information on non-cash activities: Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization $ 108,418 $ — Right-of-use assets obtained in exchange for operating lease liability $ 29,893 $ — Deferred offering costs reclassified to equity $ 8,129 $ — Modification to reduce right-of-use assets and lease liability $ 3,535 $ — Acquisitions of property and equipment included in accounts payable $ 64 $ 67 Deferred offering costs in accounts payable and accrued expenses and other liabilities $ — $ 212 The accompanying notes are an integral part of these consolidated financial statements. 93 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements 1. Description of Business and Basis of Presentation Nautilus Biotechnology, Inc. (the “Company”) is a biotechnology company incorporated in 2016 and based in Seattle, Washington with laboratory operations in San Carlos, California. Since the Company’s incorporation in 2016, the Company has devoted substantially all of its resources to research and development activities, including with respect to its proteomics platform, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital and providing general and administrative support for these operations. On June 9, 2021 (the “Closing Date”), Nautilus Biotechnology, Inc. a Delaware corporate (f/k/a ARYA Sciences Acquisition Corp. III, a Cayman Islands exempted company and the Company’s predecessor company (“ARYA”)), consummated the previously announced 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”). In addition, in conjunction with the completion of the Business Combination, certain investors (“PIPE Investors”) subscribed for the purchase of an aggregate of 20,000,000 shares of common stock of the Company (“New Nautilus Common Stock”) at a price of $ 10.00 per share for aggregate gross proceeds of $ 200.0 million (“PIPE Financing”). Please refer to Note 3 “Reverse Recapitalization” for further details of the Business Combination. Basis of Presentation The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission. The accompanying financial statements are consolidated for the year ended December 31, 2021 and include the accounts of Nautilus Biotechnology, Inc. (i.e. former ARYA) and its wholly-owned subsidiary, Legacy Nautilus, following the Reverse Recapitalization as further discussed in Note 3 “Reverse Recapitalization.” All other accompanying financial statements as of December 31, 2020 and for the year ended December 31, 2020 include only the accounts of Legacy Nautilus. All intercompany transactions and balances have been eliminated upon consolidation. The Company’s reporting currency is the U.S. dollar. Going Concern The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its technology, raising capital, and recruiting personnel. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of December 31, 2021, the Company had an accumulated deficit of $ 80.6 million. The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock and common stock. The Company had cash, cash equivalents, and short-term investments of $ 345.7 million as of December 31, 2021. In June 2021, the Company received gross proceeds of approximately $ 345.5 million from PIPE Investors and the Business Combination offset by approximately $ 18.2 million of transaction 94 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) costs and underwriters’ fees relating to the closing of the Business Combination. As of the date on which these consolidated financial statements were available to be issued, the Company believes that its cash, cash equivalents, and short-term investments will be sufficient to fund its operations for the next twelve months following the issuance of the consolidated financial statements. The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties. The Company’s actual results could vary as a result of, and its near and long-term future capital requirements will depend on many factors, including its growth rate and the timing and extent of spending to support its research and development efforts. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors. In the event that additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, operating results, and financial condition would be adversely affected. Impact of the COVID-19 Coronavirus In December 2019, COVID-19 was first reported to the World Health Organization (“WHO”), and in January 2020, the WHO declared the outbreak to be a public health emergency. In March 2020, the WHO characterized COVID-19 as a pandemic. Since then, the COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods, and services worldwide. As a result, the Company has taken certain measures in response to COVID-19. While the duration and extent of the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the extent and effectiveness of containment and mitigation actions, it has already had an adverse effect on the global economy, and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown. Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets, which may adversely affect the Company’s ability to access capital markets in the future. Furthermore, the impact of the COVID-19 pandemic could adversely impact the Company’s cash flows and operations and delay the Company’s research and development activities. While the Company has developed and continues to develop plans to help mitigate the potential negative impact of COVID-19, these efforts may not be effective, and any protracted economic downturn will likely limit the effectiveness of its efforts. Accordingly, it is not possible for the Company to predict the duration and ultimate extent to which this will affect its business, future results of operations, and financial condition at this time. 95 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) 2. Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include determining the estimated lives of property and equipment, stock-based compensation including the estimated fair value per share of common stock prior to the date the Company became public, research and development accruals, and the valuation allowance for deferred tax assets. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Concentrations of Credit Risk and Other Risks and Uncertainties Credit risk represents the accounting loss that would be recognized as of the reporting date if counterparties failed completely to perform as contracted. Financial instruments, which potentially subject the Company to concentration of credit risk, consist of cash balances maintained in excess of federal depository insurance limits and investments in U.S. Treasury securities that are not federally insured. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk on cash or investments. The Company relies, and expects to continue to rely, on a number of vendors to provide services, supplies and materials related to its research and development programs. The Company relies on single source suppliers for certain components and materials used in the Nautilus platform. The loss of any of these single source suppliers would require us to expend significant time and effort to locate and qualify an alternative source of supply for these components. The Company also relies, and expects to continue to rely, on third-party manufacturers and, in many cases, single third-party manufacturers for the production of certain reagents and antibodies. These programs could be adversely affected by a significant interruption in these services or the availability of materials. The Company is subject to risks similar to those of other pre-clinical stage companies in the biopharmaceutical industry, including dependence on key individuals, the need to develop commercially viable products, competition from other companies, many of whom are larger and better capitalized, the impact of the COVID-19 pandemic and the need to obtain adequate additional financing to fund the development of its products. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be maintained, that any products developed will obtain required regulatory approval or that any approved products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from the sale of its products. Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision market (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is its CODM. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment. The Company’s long-lived assets are entirely based in the United States. 96 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity of three months or less as of the date of acquisition to be cash equivalents. Investments The Company considers investments with an original maturity greater than three months and remaining maturities less than one year to be short-term investments. The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as long-term investments. The Company classifies its investments as available for sale and reports them at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). For investments sold prior to maturity, the cost of investments sold is based on the specific identification method. Realized gains and losses on the sale of investments are recorded in other income (expense), net in the consolidated statement of operations. Other-than-temporary Impairment The Company evaluates its investments with unrealized losses for other-than-temporary impairment. When assessing investments for other-than-temporary declines in value, the Company considers factors such as, among other things, the extent and length of time the investment’s fair value has been lower than its cost basis, the financial condition and near-term prospects of the investment, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value, and the expected cash flows from the security. If any adjustments to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the consolidated statement of operations and consolidated statement of comprehensive loss. No such adjustments were necessary during the periods presented. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The carrying amounts of cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses and other liabilities approximate their respective fair values due to their short-term nature. 97 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) Offering Costs Specific incremental costs (i.e. consisting of legal, accounting and other fees and costs) directly attributable to a proposed or actual offering of securities are deferred and charged against the gross proceeds of the offering. In the event of a significant delay or cancellation of a planned offering of securities, all of the costs are expensed. Offering costs capitalized as of December 31, 2020 were $ 0.2 million and are included within Other long term assets on the Company's consolidated balance sheets. There were no deferred offering costs capitalized as of December 31, 2021. Property and Equipment, net Property and equipment, net, consisting primarily of laboratory equipment, computers, furniture and fixtures, and office equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful life. Useful lives assigned to property and equipment are as follows: Laboratory equipment 3 years to 5 years Computer hardware 3 years Furniture and fixtures 3 years Office equipment 3 years to 5 years Leasehold improvements Shorter of estimated useful life or remaining lease term When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized as income or loss for the period. Maintenance and repairs are charged to operating expense in the period incurred. Impairment of Long-Lived Assets The Company periodically reviews its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. With respect to property and equipment subject to depreciation, the Company compares the carrying value of the long-lived assets with the estimated future net undiscounted cash flows expected to result from the use and eventual disposition of the asset (or asset group). Should the sum of the estimated future net undiscounted cash flows be less than the carrying value, the Company would recognize an impairment loss as of that date. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived assets. No impairment of long-lived assets was recorded in any of the periods presented. Leases The Company determines if an arrangement includes a lease at inception by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Operating leases with a term of more than one year are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Company's consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments. Operating lease ROU assets and liabilities are recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term. The Company uses the incremental borrowing rate commensurate with the lease term based on the information available at the lease commencement date in determining the present value of the lease payments as the Company's leases generally do not provide an implicit rate. ROU assets initially equal the lease liability, adjusted for any prepaid lease payments and initial direct costs incurred, less any lease incentives received. Certain of the Company's leases include renewal options which allow the Company to, at its election, renew or extend the lease for a fixed or indefinite period of time. These renewal periods are included in the lease terms when the Company is 98 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) reasonably certain the options will be exercised. Lease expense is recognized on a straight-line basis over the lease term when leases are operating leases. If it is considered a finance lease, expense is recognized over the lease term within interest expense and amortization in the Company’s consolidated statements of operations. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company's facility leases and to account for the lease and non-lease components as a single lease component. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less. Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and recent results of operations, primarily over the most recent three-year period. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon an audit. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being recognized. Changes in recognition or measurement are reflected in the period in which the change in judgement occurs. Research and Development Costs for research and development activities are expensed in the period in which they are incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation and amortization, external costs of vendors engaged to conduct research and development activities. As part of the process of preparing its financial statements, the Company estimates its accrued expenses . This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of services performed and the associated cost incurred for services for which the Company has not yet been invoiced or otherwise notified of the actual cost. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The Company makes estimates of its accrued expenses at the end of each reporting period based on the facts and circumstances known to the Company at that time. The significant estimates in the Company’s accrued research and development expenses relate to expenses incurred with respect to academic research centers and other vendors in connection with research and development activities for which the Company has not yet been invoiced. Fair Value of Common Stock The fair value of the Company’s common stock is determined by its Board of Directors with input from management and third-party valuation specialists. The Company’s approach to estimate the fair value of the Company’s common stock is consistent with the methods outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Determining the best estimated fair value of the Company’s common stock requires significant judgement and management considers several factors, including the Company’s stage of development, equity market conditions affecting comparable public companies, significant milestones and progress of research and development efforts. Subsequent to the completion of the Business Combination (as defined in Note 1 and further described in Note 3) 99 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) the fair value of the Company’s common stock is determined by using the closing price per share of common stock as reported on the Nasdaq. Stock-based Compensation The Company accounts for stock-based compensation expense by calculating the estimated fair value of each employee and nonemployee award at the grant date or modification date by applying the Black-Scholes option pricing model (the “model”). The model utilizes the estimated value of the Company’s underlying common stock at the measurement date, the expected or contractual term of the option, the expected stock price volatility, risk-free interest rates, and expected dividend yield of the common stock. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. Forfeitures are recognized in the period in which the forfeiture occurs. The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award’s recipient’s service payments are classified. The Company’s stock-based compensation programs include stock options grants, as well as shares issued under its 2021 Employee Stock Purchase Plan. The Company calculates the expected term as the mid-point between the requisite service period and the contractual term of the award. The Company bases its estimate of expected volatility on the historical volatility of comparable companies from a representative peer group selected based on industry, financial, and market capitalization data. The Company has never declared or paid any dividends and does not currently expect to do so in the future. The risk-free interest rate used in the model is based on the implied yield currently available in the U.S. Treasury securities at maturity with an equivalent term. Comprehensive Loss Comprehensive loss consists of net loss and other gains or losses affecting stockholders’ equity (deficit) that, under U.S. GAAP are excluded from net loss. For the years ended December 31, 2021 and 2020, unrealized losses on debt securities were included as components of comprehensive loss. Net Loss per Share Attributable to Common Stockholders Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock, common stock subject to repurchase, stock options and common stock warrants are considered to be potentially dilutive securities. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities as the redeemable convertible preferred stock and early exercised stock options are considered to be participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s redeemable convertible preferred stock does not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. Since the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods. Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same 100 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Recently Adopted Accounting Standards In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The ASU will become effective for annual periods beginning after December 15, 2020. The Company adopted this guidance effective January 1, 2021 using the prospective method, which did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” , which amends existing guidance on the impairment of financial assets and adds an impairment model that is based on expected losses rather than incurred losses and requires an entity to recognize as an allowance its estimate of expected credit losses for its financial assets. An entity will apply this guidance through a cumulative-effect adjustment to retained earnings upon adoption (a modified-retrospective approach) while a prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. This ASU is effective for the Company for its fiscal year ending December 31, 2023. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of this ASU on its consolidated financial statements and related disclosures. The Company does not anticipate adoption to have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” , which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. This ASU is effective for the Company for its fiscal year ending December 31, 2022. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of this ASU on its consolidated financial statements and related disclosures. The Company does not anticipate adoption to have a material impact on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848).” The amendments in ASU 2020-04 provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company is in the process of evaluating the impact of the adoption of this ASU on its consolidated financial statements and related disclosures. The Company does not anticipate adoption to have a material impact on its consolidated financial statements. 101 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) 3. Reverse Recapitalization On June 9, 2021, Mako Merger Sub merged with Legacy Nautilus, with Legacy Nautilus surviving as the surviving company and as a wholly-owned subsidiary of ARYA. As a result of the Business Combination, Legacy Nautilus equity holders received an aggregate number of shares of New Nautilus Common Stock equal to (i) $ 900.0 million plus $ 24.3 million, which reflects the aggregate exercise price of all stock options (whether vested or unvested) of Legacy Nautilus at the consummation of the Business Combination, divided by (ii) $ 10.00 giving effect to the exchange ratio of approximately 3.6281 (“Exchange Ratio”) based on the terms of the Business Combination Agreement. For purposes of calculating the aggregate number of New Nautilus Common Stock issuable to each holder of Legacy Nautilus Common Stock pursuant to the Business Combination Agreement, all Legacy Nautilus Common Stock held by such holder was aggregated, and the Exchange Ratio was applied to that aggregate number of shares held by such holder, and not on a share-by-share basis, and the number of New Nautilus Common Stock issued was rounded down to the nearest whole share. At the Closing Date, (i) an aggregate of 18,721,137 shares of Class A and Class B ordinary shares of ARYA were exchanged for an equivalent number of Common Stock, (ii) an aggregate of 85,324,118 shares of Common Stock were issued in exchange for the shares of Nautilus outstanding as of immediately prior to the Business Combination and (iii) an aggregate of 20,000,000 shares of Common stock were issued to the PIPE Investors in the PIPE Financing with total gross proceeds of $ 200.0 million. Moreover, at the Closing, all options to purchase shares of Nautilus were exchanged for comparable options to purchase shares of Common Stock based on an implied Legacy Nautilus equity value of $ 900.0 million. Immediately after giving effect to the transactions, there were 124,045,255 shares of Common Stock outstanding and 7,106,767 shares of Common Stock subject to outstanding options under the 2017 Plan. The Business Combination is accounted for as a reverse recapitalization under U.S. GAAP. This determination is primarily based on Legacy Nautilus stockholders comprising a relative majority of the voting power of Nautilus and having the ability to nominate the members of the Board, Legacy Nautilus’s operations prior to the acquisition comprising the only ongoing operations of Nautilus, and Legacy Nautilus’s senior management comprising a majority of the senior management of Nautilus. Under this method of accounting, ARYA is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Nautilus represent a continuation of the financial statements of Legacy Nautilus with the Business Combination being treated as the equivalent of Nautilus issuing stock for the net assets of ARYA, accompanied by a recapitalization. The net assets of ARYA are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Nautilus. All periods prior to the Business Combination have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. In connection with the Business Combination, the Company raised $ 335.4 million of net proceeds. This amount was comprised of $ 135.4 million of cash held in ARYA’s trust account from its initial public offering, net of ARYA’s transaction costs and underwriters’ fees of $ 10.1 million, and $ 200.0 million of cash in connection with the PIPE Financing. The Company incurred $ 8.1 million of transaction costs, consisting of banking, legal, and other professional fees which were recorded as a reduction to additional paid-in capital. 102 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) The number of shares of Common Stock issued immediately following the consummation of the Business Combination was: Number of shares Common Stock of ARYA outstanding prior to the Business Combination 19,186,500 Less redemption of ARYA shares ( 465,363 ) Common Stock of ARYA 18,721,137 Shares issued in PIPE Financing 20,000,000 Business Combination and PIPE Financing shares 38,721,137 Legacy Nautilus shares 85,324,118 Total shares of Common Stock immediately after the Business Combination 124,045,255 4. Fair Value Measurements The following table details the assets carried at fair value and measured on a recurring basis within the three levels of fair value as of December 31, 2021 and 2020: (in thousands) Gross Unrealized Reported as: December 31, 2021 Amortized Cost Gains Losses Fair Value Cash and cash equivalents Short-term investments Long-term investments Level 1 Mutual funds $ 21,925 $ — $ — $ 21,925 $ 21,925 $ — $ — U.S. treasury bills 15,156 — ( 20 ) 15,136 — 15,136 — Total Level 1 37,081 — ( 20 ) 37,061 21,925 15,136 — Level 2 Commercial paper 301,906 2 ( 90 ) 301,818 163,694 138,124 — Corporate debt securities 14,299 — ( 36 ) 14,263 — 6,850 7,413 Agency bonds 8,998 — ( 40 ) 8,958 — — 8,958 Total Level 2 325,203 2 ( 166 ) 325,039 163,694 144,974 16,371 Total Level 1 and Level 2 $ 362,284 $ 2 $ ( 186 ) $ 362,100 $ 185,619 $ 160,110 $ 16,371 (in thousands) Gross Unrealized Reported as: December 31, 2020 Amortized Cost Gains Losses Fair Value Cash and cash equivalents Short-term investments Long-term investments Level 1 Mutual funds $ 36,607 $ — $ — $ 36,607 $ 36,607 $ — $ — U.S. treasury bills 40,132 4 ( 1 ) 40,135 — 40,135 — Total Level 1 $ 76,739 $ 4 $ ( 1 ) $ 76,742 $ 36,607 $ 40,135 $ — Contractual maturities of short-term investments as of December 31, 2021 and 2020 are due in one year or less. Contractual maturities of long-term investments as of December 31, 2021 are due after 1 year through 2 years. 103 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) 5. Composition of Certain Consolidated Financial Statement Line Items Property and Equipment, Net Property and equipment consisted of the following: (in thousands) December 31, 2021 December 31, 2020 Laboratory equipment $ 4,032 $ 2,256 Leasehold improvements 8 169 Computer hardware 157 105 Furniture, fixtures and office equipment 1 126 Construction in progress 279 — 4,477 2,656 Less: Accumulated depreciation ( 1,994 ) ( 1,285 ) Total $ 2,483 $ 1,371 The Company recorded $ 1.0 million and $ 0.7 million of depreciation expense for the years ended December 31, 2021 and 2020, respectively, which was primarily allocated to research and development expense. Other Long Term Assets Other long term assets consisted of the following: (in thousands) December 31, 2021 December 31, 2020 Restricted cash $ 842 $ 612 Deposits 155 315 Deferred offering costs — 212 Total $ 997 $ 1,139 Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following: (in thousands) December 31, 2021 December 31, 2020 Employee compensation $ 1,465 $ 484 Accrued professional and consulting fees 411 452 Accrued facilities 337 — Accrued research and development 518 — Other 388 133 Total $ 3,119 $ 1,069 104 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consisted of the following: (in thousands) December 31, 2021 December 31, 2020 Cash and cash equivalents $ 185,619 $ 36,607 Restricted cash included in other long term assets 842 612 Total $ 186,461 $ 37,219 6. Redeemable Convertible Preferred Stock On June 9, 2021, upon the closing of the Business Combination (as defined in Note 1 and further described in Note 3), all of the outstanding redeemable convertible preferred stock was converted to New Nautilus Common Stock pursuant to the Exchange Ratio effective immediately prior to the Business Combination and the remaining amount was reclassified to additional paid-in capital. As of December 31, 2021 the Company had no issued and outstanding Preferred Stock shares. 7. Common Stock On June 9, 2021, the Business Combination (as defined in Note 1 and further described in Note 3) was consummated and the Company issued 38,721,137 shares for an aggregate purchase price of $ 327.3 million, net of issuance costs of $ 8.1 million. Immediately following the Business Combination, there were 124,045,255 shares of Common Stock outstanding. The holder of each share of Common Stock is entitled to one vote. The Company has retroactively adjusted the shares issued and outstanding prior to June 9, 2021 to give effect to the exchange ratio established in the Business Combination Agreement to determine the number of shares of Common Stock into which they were converted into. In June 2021, pursuant to the Business Combination, the Company amended its certificate of incorporation to increase the number of authorized common stock shares to 1,000,000,000 . There were 124,303,083 shares issued and outstanding as of December 31, 2021. Common Stock Warrants In connection with a term loan that the Company entered into during fiscal year 2017, 63,491 common stock warrants were issued to the lender, and recorded at fair value within additional paid-in capital in stockholders’ equity (deficit). Fair value was determined using the Black-Scholes Option Pricing Model. There were no common stock warrants issued in fiscal years 2021 and 2020. During the fiscal year 2021, all common stock warrants were net exercised and the Company issued 62,722 Common Stock shares to the lender. Common stock warrants as of December 31, 2020 were as follows: December 31, 2020 Outstanding Warrants Number of Warrants Exercise Price Expiration Date Common stock 63,491 $ 0.12 9/7/2027 Total outstanding common stock warrants 63,491 105 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) Common Stock Reserved for Future Issuance Shares of common stock reserved for future issuance on an as-if converted basis, were as follows: December 31, 2021 December 31, 2020 Shares available for grant under 2021 Equity Incentive Plan 14,481,463 — Stock options issued and outstanding 8,550,076 5,145,547 Shares available for grant under 2021 Employee Stock Purchase Plan 1,244,900 — Convertible preferred stock — 52,175,965 Shares available for grant under 2017 Equity Incentive Plan — 2,349,673 Common stock warrants outstanding — 63,491 Total shares of common stock reserved 24,276,439 59,734,676 The shares of the Company’s common, redeemable convertible preferred stock, common stock warrants and shares available for grant, prior to the Business Combination (as defined in Note 1 and further described in Note 3) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3. 8. Income Taxes The Company is liable for income taxes in the United States. For the years ended December 31, 2021 and 2020, the Company did not have any income for income tax purposes and therefore, no tax liability or expense has been recorded in these financial statements. The difference between the tax at the statutory federal tax rate and no tax provision recorded by the Company is primarily due to the Company’s full valuation allowance against its deferred tax assets. A reconciliation between the expected income tax provision at the federal statutory rate and the reported income tax provision is approximately as follows: (in thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Federal income tax at statutory rate $ ( 10,566 ) $ ( 3,280 ) State income tax, net of federal benefit ( 3,042 ) ( 960 ) Permanent differences 116 226 Tax credits generated in current year ( 1,617 ) ( 628 ) Valuation allowance change 15,086 4,506 Other 23 136 Total $ — $ — As of December 31, 2021, the Company had federal net operating loss carryforwards of $ 0.5 million that begin to expire in 2037 and federal net operating loss carryforwards of $ 31.6 million that arose after the 2017 tax year that will carryforward indefinitely. The Company has state net operating loss carryforwards of $ 9.1 million that will begin to expire in 2037. As of December 31, 2021, the Company had research and development tax credit carryover of $ 2.0 million and $ 1.9 million for federal and state tax purposes, respectively. If not utilized, the federal carryforward will expire in various amounts beginning in 2039. The California credits can be carried forward indefinitely. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of revenue since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, the Company has provided a full valuation allowance against the 106 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) net deferred tax assets. The valuation allowance increased by $ 15.1 million during the year ended December 31, 2021. Management reevaluates the positive and negative evidence at each reporting period. Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Components of the Company’s deferred tax assets are as follows: (in thousands) December 31, 2021 December 31, 2020 Deferred tax assets Depreciation and amortization $ 11,928 $ 4,414 Loss carryforwards 7,319 3,348 Lease liabilities 8,122 1,296 Tax credit carryforwards 2,800 1,183 Equity-based compensation 1,813 64 Other accruals and reserves 41 — Total deferred tax assets 32,023 10,305 Valuation allowance for deferred tax assets ( 24,078 ) ( 8,991 ) Total deferred tax assets, net of valuation allowance $ 7,945 $ 1,314 Deferred tax liability Right-of-use assets ( 7,945 ) ( 1,314 ) Net deferred tax assets (liability) $ — $ — The Company began to file income tax returns in the United States in 2017. All tax years are open to examination. As of December 31, 2021, the Company had an unrecognized tax benefit balance of $ 0.8 million related to research and development credits and California net operating loss carryforward. No amount of unrecognized tax benefits as of December 31, 2021, if recognized, would reduce the Company’s effective tax rate because the benefits would be in the form of tax credit carryforwards, which would be reduced to $ 0 by a full valuation allowance. There are no provisions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. Because the statute of limitations does not expire until after the net operating loss and credit carryforwards are actually used, the statutes are still open on calendars years ending 2017 forward for federal and state purposes. A reconciliation of the beginning and ending amount of the liability for uncertain tax positions, excluding potential interest and penalties, is as follows: (in thousands) December 31, 2021 Balance as of December 31, 2020 $ 391 Increase based on current year tax positions 446 Balance as of December 31, 2021 $ 837 Net operating loss and tax credit carry-forwards are subject to review and possible adjustment by the Internal Revenue Service (the “IRS”) and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50% as defined under Sections 382 and 383 in the Code, which could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the Company’s value immediately prior to the ownership change. Subsequent ownership changes may further affect the 107 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) limitation in future years. The Company has not, as yet, conducted a study to determine if any such changes have occurred that could limit its ability to use the net operating loss and tax credit carryforwards. 9. Stock Option Plan and Stock-based Compensation On June 8, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 Plan”) and the 2021 Employee Stock Purchase Plan ( “2021 ESPP”). As of December 31, 2021, 14,481,463 and 1,244,900 shares were available for grant under the 2021 Plan and 2021 ESPP, respectively. 2021 Employee Stock Purchase Plan Under the 2021 ESPP, participants are permitted to purchase shares of Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation. Participants are permitted to purchase shares of the Company’s Common Stock at 85 % of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date in each purchase period. Participants may end their participation at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. The number of shares of common stock available for issuance under the 2021 ESPP will be increased on the first day of each fiscal year beginning on January 1, 2022, in an amount equal to the least of (i) 3,734,500 shares of common stock, (ii) a number of s hares of common stock equal to one percent ( 1 %) of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator no later than the last day of the immediately preceding fiscal year. The first offering period is from October 1, 2021 through May 31, 2022. For subsequent offering periods, the Company will be offering a six month purchase period. As of December 31, 2021, no shares of common stock were purchased under the 2021 ESPP. 2021 Equity Incentive Plan Under the 2021 Plan, the Company can grant incentive stock options, nonstatutory stock options, stock appreciation rig hts, restricted stock, restricted stock units and performance awards to employees, directors and consultants. Options generally expire ten years after the date of grant. The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the least of (i) 18,672,200 shares, (ii) a number of shares equal to five percent ( 5 %) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator no later than the last day of the immediately preceding fiscal year. 2017 Equity Incentive Plan At the time of adoption of the 2021 Plan and the 2021 ESPP, no further awards will be granted under the 2017 Equity Incentive Plan (“2017 Plan”) and 7,106,767 shares of common stock were initially reserved for outstanding awards issued under the 2017 Plan 108 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) In determining the compensation cost of the option awards, the fair value for each option award has been estimated using the Black Scholes model. The significant assumptions used in these calculations are summarized as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 Expected term (in years) 5.5 - 6.6 5.1 - 6.4 Expected volatility 90.7 % - 94.2 % 91.0 % - 96.5 % Expected dividend rate 0.0 % 0.0 % Risk free interest rate 0.5 % - 1.4 % 0.3 % - 1.4 % Stock price $ 5.07 - $ 11.16 $ 0.46 - $ 4.47 Expected term: The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding. The Company does not have sufficient historical exercise and post-vesting termination activity to provide accurate data for estimating the expected term of options and has opted to use the “simplified method,” whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. Expected volatility: Historically, the Company has been a private company and lacked company‑specific historical and implied volatility information for its common stock. Therefore, the expected volatility of the Company’s common stock was determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Company’s business corresponding to the expected term of the awards and the Company expects to continue to do so until such time as the Company has adequate historical data regarding the volatility of its traded common stock price. Expected dividend yield: The expected dividend rate is zero as the Company has no history or expectation of declaring dividends on its common stock. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. Fair value of common stock: The fair value of the shares of common stock underlying the stock options has historically been determined by the Company’s Board of Directors. Because there has been no public market for the common stock, the Board of Directors has determined the fair value of the common stock at the time of grant of the option by contemporaneous valuations performed by an unrelated third-party valuation firm as well as a number of objective and subjective factors including valuation of comparable companies, sales of convertible preferred stock to unrelated third parties, operating and financial performance, the implied equity value of the Company as contemplated by the Business Combination, the lack of liquidity of capital stock and general and industry specific economic outlook, among other factors. The fair value of common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Subsequent to the completion of the Business Combination (as defined in Note 1 and further described in Note 3) the fair value of the Company’s common stock is determined based on its closing market price. The awards granted in late January 2021 had an exercise price equal to the grant date fair value of the Company’s common stock. The Company’s board of directors made a determination of the fair market value of the Company’s common stock which contemplated the implied equity value of the Company per the Business Combination Agreement that was executed on February 7, 2021. For the period following execution of the Business Combination Agreement through December 31, 2021, options for 2,190,232 common stock shares were granted. 109 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) The following table summarizes option award activity during the years ended December 31, 2021 and 2020: Number of Stock Option Awards Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2019 1,658,564 $ 0.34 Granted 3,696,804 $ 1.04 Exercised ( 137,295 ) $ 0.31 Forfeited ( 72,526 ) $ 0.44 Outstanding as of December 31, 2020 5,145,547 $ 0.85 Granted 4,289,317 $ 9.07 Exercised ( 273,696 ) $ 0.61 Forfeited ( 611,092 ) $ 5.40 Outstanding as of December 31, 2021 8,550,076 $ 4.66 8.8 $ 19,978 Options vested and expected to vest as of December 31, 2021 8,550,076 $ 4.66 Vested and exercisable at December 31, 2021 1,615,483 $ 0.88 7.5 $ 7,214 The total intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $ 1.7 million and $ 0.1 million, respectively. Aggregate intrinsic value represents the difference between the fair market value of the common stock and the exercise price of outstanding, in-the-money options. The Company’s option award quantities and prices, prior to the Business Combination (as defined in Note 1 and further described in Note 3) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3. The weighted-average grant-date fair value of options granted during the years ended December 31, 2021 and 2020 was $ 6.83 and $ 2.29 per share, respectively. As of December 31, 2021, there was $ 27.3 million of total unrecognized compensation expense expected to be recognized over a weighted average-period of 3.16 years. Restricted Stock In January 2017, the Company granted 32,652,640 shares of restricted common stock to founders for future services that vest over 4 years from the date of grant. Activity with respect to restricted stock for the years ended December 31, 2021 and 2020 was as follows: Number of Shares Underlying Outstanding Restricted Stock Weighted- Average Grant Date Fair Value Unvested, December 31, 2019 7,406,367 $ 0.00003 Vested ( 6,836,646 ) $ 0.00003 Unvested, December 31, 2020 569,721 $ 0.00003 Vested ( 569,721 ) $ 0.00003 Unvested, December 31, 2021 — $ — 110 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) Stock-based Compensation Expense The following sets forth the total stock-based compensation expense for the Company’s stock options and ESPP included in the Company’s consolidated statements of operations: (in thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Research and development $ 2,913 $ 174 General and administrative 5,021 195 Total stock-based compensation expense $ 7,934 $ 369 10. Commitments and Contingencies Purchase Commitments Open purchase commitments are for the purchase of goods and services related to, but not limited to, research and development, facilities, and professional services under non-cancellable contracts. They were not recorded as liabilities on the consolidated balance sheet as of December 31, 2021 as the Company had not yet received the related goods or services. As of December 31, 2021, the Company had open purchase commitments for goods and services of $ 3.0 million, all of which are expected to be received through the next 12 months. Legal Proceedings From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business. Management believes that there are currently no claims or actions pending against the Company where the ultimate disposition could have a material adverse effect on the Company’s results of operations, financial condition or cash flows. Leases The Company is obligated under certain non-cancellable operating leases for office space and laboratory space. This space includes operating leases in Seattle, Washington, Menlo Park, California and San Carlos, California. The operating lease in Menlo Park, California expired in February 2020. Seattle Leases The operating lease in Seattle, Washington expired in April 2021 and continued to be renewed month to month until August 2021. In July 2021, the Company entered into a 7 -year non-cancellable operating lease, which commenced in August 2021, for an additional office space in Seattle, Washington. Total non-cancellable payments under this lease aggregate $ 4.5 million through June 2028. San Carlos Leases In February 2021, the Company amended its existing facility lease contract in San Carlos, California which was executed to shorten the remaining term of the lease to expire in December 2021 and reduce monthly lease payments and was accounted for as a modification. The impact of this modification reduced the operating lease right-of-use asset and lease liability balance as a $ 3.3 million non-cash adjustment. Additionally, as a result of the remaining lease term being less than a year, the total remaining operating lease liability balance was classified as current. In September 2021, the Company further amended the facility lease contract in San Carlos, California to shorten the remaining term of the lease to expire in October 2021 and was also accounted for as a modification In December 2020, the Company entered into a new lease in San Carlos, California for ten years which commenced in October 2021 and expiring in October 2031 with total minimum lease payments of $ 40.7 million. In December 2020, the Company also entered into a temporary office space lease agreement in San Carlos, California which commenced in February 2021 and expired in October 2021 with total minimum lease payments of 111 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) $ 1.2 million. The temporary office space lease agreement was recognized as a short-term lease due to the election of the short-term lease measurement and recognition exemption. In December 2021, the Company entered into another lease in San Carlos, California for nine years commencing in October 2022 and expiring in October 2031. The Company can terminate this lease after five years from October 1, 2022 without bearing any significant termination penalties and therefore the Company concluded that the lease term is five years with total minimum lease payments of $ 7.2 million. The components of lease costs which were included in operating expenses in the consolidated statements of operations were as follows: (in thousands) Year Ended December 31, 2021 Year Ended December 31, 2020 Fixed operating lease costs $ 2,539 $ 2,090 Short-term lease costs 1,225 18 Variable operating lease costs 362 85 Sublease income — ( 77 ) Total lease costs $ 4,126 $ 2,116 For the years ended December 31, 2021 and 2020, cash paid for amounts included in the measurement of lease liabilities included in cash flows used in operating activities was $ 1.8 million and $ 2.0 million, respectively. As of December 31, 2021, the weighted-average remaining lease term and weighted-average discount rate for operating leases is 9.44 years and 8.8 % respectively. The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of December 31, 2021: (in thousands) Year Ended December 31, Lease Obligations 2022 $ 3,504 2023 4,440 2024 4,570 2025 4,701 2026 4,837 2027 and thereafter 22,942 Total future minimum lease payments 44,994 Less: Imputed interest ( 14,962 ) Total operating lease liabilities $ 30,032 Guarantees and Indemnifications In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnifications will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. 112 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may be subject to indemnification obligation by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Letter of Credit In conjunction with the San Carlos lease agreement entered in December 2020, the Company issued a cash-collateralized letter of credit in lieu of security deposit of $ 0.6 million. In conjunction with the San Carlos lease agreement entered in December 2021, the Company amended the existing cash-collateralized letter of credit and increased the amount to $ 0.8 million. The cash amount is recorded as restricted cash under Other long-term assets on the Company’s consolidated balance sheets. 11. Basic and Diluted Net Loss per Share The following tables set forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2021 and 2020: (in thousands, except share and per share data) Year Ended December 31, 2021 Year Ended December 31, 2020 Numerator: Net loss attributable to common stockholders $ ( 50,315 ) $ ( 15,619 ) Denominator: Weighted average common shares outstanding 84,481,251 32,990,651 Less: Weighted-average unvested restricted shares and shares subject to repurchase ( 17,170 ) ( 3,900,873 ) Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 84,464,081 29,089,778 Net loss per share attributable to common stockholders, basic and diluted: $ ( 0.60 ) $ ( 0.54 ) As a result of the Business Combination, the Company has retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 3.6281 used to determine the number of shares of New Nautilus Common Stock into which they converted (as described in Note 3). The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis. The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows: Year Ended December 31, 2021 Year Ended December 31, 2020 Options to purchase common stock 8,550,076 5,145,547 Employee stock purchase plan 59,085 — Convertible preferred stock (on an as-converted basis) — 52,175,965 Unvested restricted common stock — 569,721 Common stock warrants — 63,491 Total potentially dilutive common share equivalents 8,609,161 57,954,724 113 Nautilus Biotechnology, Inc. Notes to Consolidated Financial Statements—(Continued) 12. Subsequent Events The Company has evaluated subsequent events through February 24, 2022, the date on which the financial statements were available to be issued. 114 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures As previously reported on our Current Report on Form 8-K, dated June 9, 2021, on June 9, 2021, the audit committee of our board of directors approved a resolution appointing PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2021. PwC served as the independent registered public accounting firm of Legacy Nautilus prior to the Business Combination. Accordingly, WithumSmith+Brown, PC (“Withum”), ARYA’s independent registered public accounting firm prior to the Business Combination, was informed on June 9, 2021 that it was dismissed as our independent registered public accounting firm. The reports of Withum on ARYA’s financial statements as of and for the most recent fiscal year ending December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles. During ARYA’s fiscal year ending December 31, 2020 and the subsequent interim period through June 9, 2021, there were no disagreements between ARYA and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on ARYA’s financial statements for such year. During ARYA’s fiscal year ending December 31, 2020 and the subsequent interim period through June 9, 2021, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended. During the fiscal year ending December 31, 2020 and the subsequent interim period through June 9, 2021, neither the Company, nor any party on the Company’s behalf, consulted with PwC with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company by PwC that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).