10 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Securities Exchange Act of 1934 that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Securities Exchange Act of 1934 that occurred during the quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
5 unchanged sentences
Other Information
−Removed: 2022 Annual Stockholder Meeting
−Removed: The Company currently plans to hold its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on June 14, 2022.
−Removed: Pursuant to the provisions of the Company’s Bylaws, for any stockholder to propose business (other than pursuant to and in compliance with Exchange Act Rule 14a-8) or make a nomination before the annual meeting, the stockholder must have given timely notice in writing to the secretary and any such nomination or proposed business must constitute a proper matter for stockholder action.
−Removed: Under the Company’s Bylaws, to be timely, a stockholder’s notice must be received by the secretary at the principal executive offices of the Company no earlier than 8:00 a.m., local time, on the 120th day and no later than 5:00 p.m., local time, on the 90th day prior to the day of the first anniversary of the preceding year’s annual meeting of stockholders;
−Removed: provided, however, that if no annual meeting of stockholders was held in the preceding year, or if the date of the applicable annual meeting has been changed by more than 25 days from the first anniversary of the preceding year’s annual meeting, then to be timely such notice must be received by the secretary at the principal executive offices of the Company no earlier than 8:00 a.m., local time, on the 120th day prior to the day of the annual meeting and no later than 5:00 p.m., local time, on the 10th day following the day on which public announcement of the date of the annual meeting was first made by the Company.
−Removed: Because the Company did not hold an annual meeting last year, the Company has determined that the date by which stockholders must deliver such notice for the purposes of the Annual Meeting is March 6, 2022, which is 10 days after the filing of this Annual Report on Form 10-K.
−Removed: Pursuant to Rule 14a-8, for a stockholder to submit a proposal for inclusion in the Company’s proxy materials for the Annual Meeting, the stockholder must comply with the requirements set forth in Rule 14a-8 including with respect to the subject matter of such proposal and must deliver the proposal and all required documentation to the Company a reasonable time before the Company begins to print and send its proxy materials for the meeting.
−Removed: For the purposes of the 2022 Annual Meeting of Stockholders, the Company has determined that March 6, 2022 is a reasonable time before the Company plans to begin printing and mailing its proxy materials.
−Removed: The public announcement of an adjournment or postponement of the Annual Meeting date will not commence a new time period (or extend any time period) for giving such notice under the Company’s Bylaws or submitting a proposal pursuant to Rule 14a-8.
+Added: Not applicable.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
13 unchanged sentences
The information required by this item will be disclosed in the Proxy Statement and is incorporated herein by reference.
−Removed: Exhibits, Financial Statement Schedules
+Added: Exhibits and Financial Statement Schedules
Financial Statements
10 unchanged sentences
(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).
−Removed: 3.2 Bylaws of Nautilus Biotechnology, Inc.
−Removed: (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).
+Added: 3.2 Amended and Restated Bylaws of Nautilus Biotechnology, Inc.
+Added: (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2022).
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2021).
+Added: 4.2* Description of Securities.
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).
−Removed: 10.3 Form of Nautilus Shareholder Transaction Support Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2021).
Nautilus Biotechnology, Inc.
22 unchanged sentences
and Matt Murphy (incorporated by reference to Exhibit 10.17 to the Company’s Form S-4/A filed with the SEC on April 26, 2021).
+Added: 10.15+ Offer Letter between Nautilus Biotechnology, Inc.
+Added: and Gwen Weld dated March 28, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on May 3, 2022).
+Added: 10.16+ Offer Letter between Nautilus Biotechnology, Inc.
+Added: and Mary Godwin dated July 26, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on August 2 , 2022).
10.17+ Change in Control and Severance Agreement between Nautilus Biotechnology, Inc.
10 unchanged sentences
and Matt Murphy (incorporated by reference to Exhibit 10.23 to the Company’s Form S-4/A filed with the SEC on April 26, 2021).
+Added: 10.23+ Change in Control and Severance Agreement between Nautilus Biotechnology, Inc.
+Added: and Gwen Weld dated April 12, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the SEC on May 3, 2022).
+Added: 10.24+ Change in Control and Severance Agreement between Nautilus Biotechnology, Inc.
+Added: and Mary Godwin dated June 27, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the SEC on August 2, 2022).
10.25 Form of Nautilus Biotechnology, Inc.
2 unchanged sentences
Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.25 to the Company’s Form S-4/A filed with the SEC on April 26, 2021).
−Removed: 16.1 Letter from WithumSmith+Brown, PC to the SEC, dated June 9, 2021 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2021).
−Removed: 21.1* List of Subsidiaries of the Registrant .
+Added: 21.1 List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company ’ s Annual Report on Form 10- K filed with the SEC on February 24, 2 022).
23.1* Consent of Independent Registered Public Accounting Firm
49 unchanged sentences
February 23, 2023
+Added: /s/ Karen Akinsanya
+Added: February 23, 2023
+Added: Karen Akinsanya
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.