What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-02-28 compared with 2023-02-23 · 150 added, 215 removed, 506 unchanged (42% of the section changed)

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Consolidated Statements of Comprehensive Loss

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

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We have audited the accompanying consolidated balance sheets of Nautilus Biotechnology, Inc.

and its subsidiary (the “Company”) as of December 31, 2022 and 2021, 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”).

and its subsidiary (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity 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, 2023 and 2022, 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.

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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.

Those standards require that we plan and perform the audit 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.

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/s/ PricewaterhouseCoopers LLP

Seattle, Washington

San Jose, California

February 28, 2024

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Net loss $ ( 63,675 ) $ ( 57,924 )

Other comprehensive loss:

Unrealized loss on securities available-for-sale ( 1,670 ) ( 187 )

Total other comprehensive loss ( 1,670 ) ( 187 )

Other comprehensive income (loss):

Unrealized gain (loss) on securities available-for-sale

1,599 ( 1,670 )

Total other comprehensive income (loss)

1,599 ( 1,670 )

Comprehensive loss $ ( 62,076 ) $ ( 59,594 )

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Nautilus Biotechnology, Inc.

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders’ Equity

Years Ended December 31, 2023 and 2022

Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ (Deficit) Equity

Series Seed Series A Series B

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity

(in thousands, except share amounts) Shares

Amount Shares (1)

Balances at December 31, 2021

124,303,083 $ 12 $ 444,388 $ ( 184 ) $ ( 80,640 ) $ 363,576

Issuance of common stock upon exercise of vested stock options 463,207 — 330 — — 330

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

Issuance of common stock under employee stock purchase plan 99,195 — 232 — — 232

Stock-based compensation expense — — 10,380 — — 10,380

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Balances at December 31, 2022

124,865,485 12 $ 455,330 $ ( 1,854 ) $ ( 138,564 ) $ 314,924

Issuance of common stock upon exercise of vested stock options 70,865 — 104 — — 104

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Stock-based compensation expense — — 12,137 — — 12,137

Other comprehensive loss — — — — — — — — — ( 1,670 ) — ( 1,670 )

Other comprehensive income

— — — 1,599 — 1,599

Net loss — — — — ( 63,675 ) ( 63,675 )

Balances at December 31, 2023

(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.

125,068,601 13 $ 467,834 $ ( 255 ) $ ( 202,239 ) $ 265,353

The accompanying notes are an integral part of these consolidated financial statements.

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Amortization (accretion) of premiums (discount) on securities, net ( 2,659 ) ( 890 )

Loss on disposal of property and equipment — 137

Changes in operating assets and liabilities:

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Proceeds from issuance of common stock under employee stock purchase plan 264 232

Net proceeds from reverse recapitalization and PIPE financing — 335,409

Payments of offering costs — ( 8,129 )

Net cash provided by financing activities 368 562

Net (decrease) increase in cash, cash equivalents and restricted cash ( 70,984 ) 149,242

Net decrease in cash, cash equivalents and restricted cash

( 95,078 ) ( 70,984 )

Cash, cash equivalents and restricted cash at beginning of period 115,477 186,461

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Acquisitions of property and equipment included in accounts payable $ 148 $ 174

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization $ — $ 108,418

Deferred offering costs reclassified to equity $ — $ 8,129

Modification to reduce right-of-use assets and lease liability $ — $ 3,535

The accompanying notes are an integral part of these consolidated financial statements.

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Nautilus Biotechnology, Inc.

(the “Company”) is a biotechnology company incorporated in 2016 and based in Seattle, Washington with laboratory operations in San Carlos, California.

(the “Company”) is a biotechnology company incorporated in 2016 with corporate headquarters in Seattle, Washington and research and development headquarters 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”).

On June 9, 2021, Nautilus Biotechnology, Inc.

a Delaware corporation (f/k/a ARYA Sciences Acquisition Corp.

III, a Cayman Islands exempted company and the Company’s predecessor company (“ARYA”)), consummated the business combination (the “Business Combination”) pursuant to the terms of that certain Business Combination Agreement, dated as of February 7, 2021 (the “BCA”), by and among ARYA, Mako Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ARYA (“Mako Merger Sub”), and Nautilus Subsidiary, Inc., a Delaware corporation (f/k/a Nautilus Biotechnology, Inc.) (“Legacy Nautilus”).

As a result of the Business Combination, ARYA changed its name to “Nautilus Biotechnology, Inc.” and Mako Merger Sub merged with and into Legacy Nautilus with Legacy Nautilus surviving as the surviving company and becoming a wholly-owned subsidiary of ARYA (the “Merger” and, collectively with the other transactions described in the BCA, the “Reverse Recapitalization”).

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

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The accompanying financial statements are consolidated for the years ended December 31, 2023 and 2022 and include the accounts of Nautilus Biotechnology, Inc.

former ARYA) and its wholly-owned subsidiary, Legacy Nautilus, following the Reverse Recapitalization as further discussed in Note 3 “Reverse Recapitalization.” All intercompany transactions and balances have been eliminated upon consolidation.

and its wholly-owned subsidiary, Nautilus Subsidiary, Inc.

All intercompany transactions and balances have been eliminated upon consolidation.

The Company’s reporting currency is the U.S.

Certain prior period amounts were reclassified to conform to the current year presentation of other income (expense).

Certain prior period amounts were reclassified to conform to the current year presentation in Note 6, “Income Taxes.”

Going Concern

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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 costs and underwriters’ fees relating to the closing of the Business Combination.

The Company had cash, cash

The Company had cash, cash equivalents, and short-term investments of $ 173.4 million as of December 31, 2023.

As of the date on which these consolidated financial statements were issued, the Company believes that its cash, cash equivalents, and short-term

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

equivalents, and short-term investments of $ 184.5 million as of December 31, 2022.

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 at least the next twelve months following the issuance of the consolidated financial statements.

investments will be sufficient to fund its operations for at least the next twelve months following the issuance of the consolidated financial statements.

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.

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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.

The COVID-19 pandemic has already had an adverse effect on the global economy.

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.

The level and nature of the disruption caused by COVID-19 is unpredictable, may be cyclical and long-lasting, and may again in the future adversely affect the Company's operating results.

Significant Accounting Policies

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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.

Significant estimates include determining the estimated lives of property and equipment, stock-based compensation, 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.

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Credit risk represents the accounting loss that would be recognized as of the reporting date if counterparties failed to perform as contracted.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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 marketable debt securities that are not federally insured.

The Company has not experienced any realized losses in such accounts and believes it is not exposed to significant credit risk on cash or investments.

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.

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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 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.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

events 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.

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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.

Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company’s Chief Executive Officer is its CODM.

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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

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

statement of operations and consolidated statement of comprehensive loss.

No such adjustments were necessary during the periods presented.

If the estimated fair value of a marketable debt security is below its amortized cost basis, the Company evaluates whether it is more likely than not that the Company will be required to sell the security before its anticipated recovery in market value and whether credit losses exist for the related securities.

Credit-related losses are recognized as an allowance for credit losses on the balance sheet with a corresponding adjustment to earnings.

Unrealized gains and losses that are unrelated to credit deterioration are reported in accumulated other comprehensive income (loss).

No credit-related losses or allowance for credit losses were necessary during the periods presented.

Fair Value of Financial Instruments

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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;

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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.

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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, 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

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

(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.

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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.

Certain of the Company's leases

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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 reasonably certain the options will be exercised.

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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.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

Research and development expenses consist of costs incurred in performing research and development activities, including salaries, bonuses, stock-based compensation, and employee benefits for product development personnel, laboratory supplies and equipment, depreciation and amortization, external costs of vendors engaged to conduct research and development activities, and allocated expenses for technology and facilities.

As part of the process of preparing its financial statements, the Company estimates its accrued expenses .

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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

Prior to becoming a public company, 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) 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 non-employee 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.

The model utilizes the NASDAQ closing price of the Company’s 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.

Forfeitures are

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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.

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GAAP are excluded from net loss.

For the years ended December 31, 2022 and 2021, unrealized losses on marketable debt securities were included as components of comprehensive loss.

For the years ended December 31, 2023 and 2022, unrealized gains and losses on marketable debt securities were included as a component of comprehensive income (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

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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.

For the purposes of the diluted net loss per share calculation, stock options and shares to be purchased from the Employee Stock Purchase Plan are considered to be potentially dilutive securities.

The net loss is attributed entirely to the Company’s 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.

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Recently Adopted Accounting Standards

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, 2024.

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 adopted this guidance effective January 1, 2022 using the prospective method, which did not have a material impact on the Company’s 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 adopted the ASU effective January 1, 2022, with no material impact on the consolidated financial statements.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No.

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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-

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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.

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The Company adopted this ASU on January 1, 2023 and the adoption did not have a material impact on its consolidated financial statements.

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.

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.

The number of shares of Common Stock issued immediately following the consummation of the Business Combination was:

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which amends existing guidance on segment reporting to improve reportable

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

Number of shares

Common Stock of ARYA outstanding prior to the Business Combination 19,186,500

Less redemption of ARYA shares

Common Stock of ARYA

Shares issued in PIPE Financing

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

segment disclosure requirements through enhanced disclosures about significant segment expenses.

The ASU is effective for the Company for the fiscal year ending December 31, 2024 and for interim periods beginning after December 31, 2024.

The Company is in the process of evaluating the impact of the adoption of this Accounting Standards Update on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” to enhance the transparency and decision usefulness of income tax disclosures.

The ASU is effective for the Company for the fiscal year ending December 31, 2025.

The Company is in the process of evaluating the impact of the adoption of this Accounting Standards Update on its consolidated financial statements and related disclosures.

The Company does not anticipate adoption to have a material impact on its consolidated financial statements and related disclosures.

Fair Value Measurements

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(in thousands) Gross Unrealized Reported as:

December 31, 2022 Amortized Cost Gains Losses Fair Value Cash and cash equivalents Short-term investments Long-term investments

December 31, 2023

Amortized Cost Gains Losses Fair Value Cash equivalents

Short-term investments Long-term investments

Mutual funds 590 — — 590 590 — —

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Corporate debt securities 6,950 — ( 37 ) 6,913 — 6,913 —

Agency bonds 91,114 33 ( 783 ) 90,364 — 17,097 73,267

Agency securities

163,849 358 ( 424 ) 163,783 — 96,470 67,313

Total Level 2 189,452 358 ( 470 ) 189,340 18,644 103,383 67,313

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(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

December 31, 2022

Amortized Cost Gains Losses Fair Value Cash equivalents

Short-term investments Long-term investments

Mutual funds 1,121 — — 1,121 1,121 — —

treasury bills 15,156 — ( 20 ) 15,136 — 15,136 —

treasury securities

52,686 4 ( 774 ) 51,916 — 2,873 49,043

Total Level 1 53,807 4 ( 774 ) 53,037 1,121 2,873 49,043

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Corporate debt securities 14,154 — ( 71 ) 14,083 — 7,224 6,859

Agency bonds 8,998 — ( 40 ) 8,958 — — 8,958

Agency securities

91,114 33 ( 783 ) 90,364 — 17,097 73,267

Total Level 2 261,687 36 ( 1,120 ) 260,603 113,402 67,075 80,126

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Notes to Consolidated Financial Statements—(Continued)

Contractual maturities of short-term investments as of December 31, 2022 and 2021 are due in one year or less.

Contractual maturities of long-term investments as of December 31, 2022 are due after 1 year through 2 years.

Short-term investments have a contractual maturity date that is one year or less from the respective balance sheet date.

Long-term investments have a contractual maturity date that is more than one year, but less than two years from the respective balance sheet date.

The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of December 31, 2023 and December 31, 2022 are as follows:

(in thousands) Securities in Unrealized Loss Position Less than 12 months Securities in Unrealized Loss Position Greater than 12 months Total

December 31, 2022 Gross Unrealized Losses Fair Market Value Gross Unrealized Losses Fair Market Value Gross Unrealized Losses Fair Market Value

December 31, 2023

Gross Unrealized Losses Fair Market Value Gross Unrealized Losses Fair Market Value Gross Unrealized Losses Fair Market Value

treasury securities $ 85 $ 20,408 $ 162 $ 30,230 $ 247 $ 50,638

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Corporate debt securities 37 6,913 — — 37 6,913

Agency bonds 670 50,531 113 8,887 783 59,418

Agency securities

229 85,039 195 25,704 424 110,743

Total $ 360 $ 131,004 $ 357 $ 55,934 $ 717 $ 186,938

There were no continuous unrealized loss positions in excess of twelve months as of December 31, 2021.

(in thousands) Securities in Unrealized Loss Position Less than 12 months Securities in Unrealized Loss Position Greater than 12 months Total

December 31, 2022

Gross Unrealized Losses Fair Market Value Gross Unrealized Losses Fair Market Value Gross Unrealized Losses Fair Market Value

treasury securities $ 774 $ 49,114 $ — $ — $ 774 $ 49,114

Commercial paper 266 151,354 — — 266 151,354

Corporate debt securities 14 6,859 57 7,224 71 14,083

Agency securities

670 50,531 113 8,887 783 59,418

Total $ 1,724 $ 257,858 $ 170 $ 16,111 $ 1,894 $ 273,969

The Company reviewed its investment portfolio based on the underlying risk profile of the securities and has no loss expectation for these investments.

The Company also reviewed the securities in an unrealized loss position and evaluated the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions.

The Company recognized no credit losses during the years ended December 31, 2023 and 2022, and had no allowance for credit losses as of December 31, 2023.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

Composition of Certain Consolidated Financial Statement Line Items

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Property and equipment consisted of the following:

(in thousands) December 31, 2022 December 31, 2021

(in thousands) December 31, 2023

December 31, 2022

Laboratory equipment $ 6,337 $ 4,892

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The Company recorded $ 1.8 million and $ 1.2 million of depreciation expense for the years ended December 31, 2023 and 2022, 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, 2022 December 31, 2021

Restricted cash $ 954 $ 842

Deposits 154 155

Total 1,108 997

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

Accrued Expenses and Other Liabilities

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Accrued professional and consulting fees 245 451

Accrued facilities — 337

Other 379 438

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Cash and cash equivalents 19,397 114,523

Restricted cash included in other long-term assets 954 842

Restricted cash included in other long-term assets (Note 8)

Total 20,399 115,477

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, 2022 the Company had no issued and outstanding Preferred Stock shares.

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 124,865,485 shares issued and outstanding as of December 31, 2022.

Other long-term assets consisted of $ 1.0 million of restricted cash and $ 0.2 million of deposits as of December 31, 2023, and $ 0.9 million of restricted cash and $ 0.2 million of deposits as of December 31, 2022.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

There were 125,068,601 shares issued and outstanding as of December 31, 2023.

Common Stock Reserved for Future Issuance

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Total shares of common stock reserved 38,461,033 31,172,221

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.

The Company is liable for income taxes in the United States.

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State income tax, net of federal benefit ( 4,027 ) ( 3,126 )

Permanent differences 308 116

Equity-based Compensation

Tax credits generated in current year ( 2,075 ) ( 2,607 )

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A valuation allowance of $ 58.2 million and $ 41.2 million at December 31, 2023 and 2022, respectively, has been recognized to offset net deferred tax assets where realization of such net deferred tax assets is determined to be more likely than not to not be realized.

The valuation allowance increased by $ 17.1 million in 2022, and increased by $ 15.1 millions in 2021, which was primarily due to changes in our deferred tax asset balances.

The 2022 increase in the valuation allowance was primarily due to the net operating loss and tax credit generation, capitalized research and development expense and share-based compensation.

The 2021 increase in the valuation allowance was primarily due to the net operating loss and tax credit generation, capitalized startup costs and share-based compensation.

The valuation allowance increased by $ 17.0 million in 2023 and increased by $ 17.1 million in 2022, which was primarily due to changes in our deferred tax asset balances.

The increases in the valuation allowance in 2023 and 2022 was primarily due to the net operating loss and tax credit generation, capitalized research and development expense and share-based compensation.

The Company had an unrecognized tax benefit balance of $ 2.4 million and $ 1.5 million related to research and development credits and California net operating loss carryforward as of December 31, 2023 and 2022, respectively.

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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.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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:

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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 was 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, 2022, 99,195 shares of common stock were purchased under the 2021 ESPP.

The first offering period was from October 1, 2021 through June 1, 2022.

For subsequent offering periods, the Company offers a six month purchase period.

During the years ended December 31, 2023 and 2022, 132,251 and 99,195 shares of common stock, respectively, 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

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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.

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”).

Stock-based awards forfeited or cancelled from the 2017 Plan are returned to the pool of shares of Common Stock available for issuance under the 2021 Plan.

Grant Date Fair Value of Stock Options

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1.7 % - 4.4 %

Stock price $ 1.74 - $ 4.72

$ 5.07 - $ 11.16

Expected term:

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Treasury notes with maturities corresponding to the expected term of the awards.

Fair value of common stock:

Prior to the Business Combination, 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.

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

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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.

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 following table summarizes option award activity during the year ended December 31, 2023:

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Outstanding as of December 31, 2022

11,485,443 $ 4.12

Granted 4,009,775 $ 2.42

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Outstanding as of December 31, 2023

14,676,335 $ 3.63 7.8 $ 11,451

Options vested and expected to vest as of December 31, 2023

14,676,335 $ 3.63

Vested and exercisable at December 31, 2023

The total intrinsic value of options exercised during the years ended December 31, 2022 and 2021 was $ 1.2 million and $ 1.7 million, respectively.

7,488,649 $ 3.90 7.1 $ 7,366

As of December 31, 2023, there was $ 19.1 million of total unrecognized compensation expense expected to be recognized over a weighted average-period of 2.1 years.

The total intrinsic value of options exercised during the

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

years ended December 31, 2023 and 2022 was $ 0.1 million and $ 1.2 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, 2023 and 2022 was $ 1.98 and $ 2.98 per share, respectively.

As of December 31, 2022, there was $ 25.1 million of total unrecognized compensation expense expected to be recognized over a weighted average-period of 2.5 years.

Stock-based Compensation Expense

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They were not recorded as liabilities on the consolidated balance sheet as of December 31, 2023 as the Company had not yet received the related goods or services.

As of December 31, 2022, the Company had open purchase commitments for goods and services of $ 1.7 million, all of which are expected to be received through the next 12 months.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

As of December 31, 2023, the Company had open purchase commitments for goods and services of $ 2.5 million, of which $ 1.8 million 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.

From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business where the expense, distraction and/or the ultimate disposition could have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

The Company filed suit in the United States District Court for the Northern District of California against Somalogic (now known as Standard Biotools, Inc.), and the California Institute of Technology seeking declaratory judgment that the Company does not infringe any claims of the ‘793 Patent, allegedly licensed from the California Institute of Technology through Somalogic’s purchase of Palamedrix, Inc.

While the Company believes that it will be able to prevail as to its claims in this litigation, the Company may incur significant expense and management distraction in prosecuting this litigation.

Moreover, notwithstanding management’s belief as to the strength of our claims in this matter, litigation generally, and patent litigation in particular, can be unpredictable.

As such, management cannot be certain that the Company will prevail in this litigation.

The Company is obligated under certain non-cancellable operating leases for office space and laboratory space.

This space includes operating leases in Seattle, Washington, San Carlos, California, and San Diego, California.

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.

Seattle Lease

In July 2021, the Company entered into a 7 -year non-cancellable operating lease, which commenced in August 2021, for office space in Seattle, Washington.

Total non-cancellable payments under this lease aggregate $ 4.5 million through June 2028.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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.

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 $ 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 that is expected to commence in the first quarter of 2023 and expiring in October 2031.

In December 2021, the Company entered into another lease in San Carlos, California for nine years commencing in March 2023.

The Company can terminate this lease after five years from the commencement date 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 Company may utilize funds from the landlord of up to $ 2.0 million with an interest rate of 7 % to finance its tenant improvements.

As of December 31, 2022, $ 0.8 million has been utilized.

The Company utilized $ 2.0 million from the landlord with an interest rate of 7 % to finance its tenant improvements.

The principal and interest payments are included in the payments used to measure the lease liability.

San Diego Lease

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Total non-cancellable payments under this lease aggregate $ 2.1 million through March 2026.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

The components of lease costs which were included in operating expenses in the consolidated statements of operations were as follows:

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Fixed operating lease costs $ 6,893 $ 4,751

Short-term lease costs 25 1,225

Variable operating lease costs 2,432 1,655

Short-term lease costs — 25

Total lease costs $ 9,325 $ 6,431

For the years ended December 31, 2022 and 2021, cash paid for amounts included in the measurement of lease liabilities included in cash flows used in operating activities was $ 3.9 million and $ 1.8 million, respectively.

As of December 31, 2022, the weighted-average remaining lease term and weighted-average discount rate for operating leases is 8.19 years and 8.82 %, respectively.

For the years ended December 31, 2023 and 2022, cash paid for amounts included in the measurement of operating lease liabilities included in cash flows used in operating activities was $ 6.2 million and $ 3.9 million, respectively.

As of December 31, 2023, the weighted-average remaining lease term and weighted-average discount rate for operating leases was 6.7 years and 9.1 %, respectively.

The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of December 31, 2023:

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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.

Some of the provisions will limit losses to those

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

arising from third-party actions.

In some cases, the indemnifications will continue after the termination of the agreement.

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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

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

agreement entered in December 2021, the Company amended the existing cash-collateralized letter of credit and increased the amount to $ 0.8 million.

In conjunction with the San Carlos lease agreement entered in December 2021, the Company issued a cash-collateralized letter of credit in lieu of security deposit of $ 0.2 million.

In conjunction with the San Diego lease agreement entered in November 2022, the Company issued a cash-collateralized letter of credit in lieu of a security deposit of $ 0.1 million.

The cash amount is recorded as restricted cash under Other long-term assets on the Company’s consolidated balance sheets.

Basic and Diluted Net Loss per Share

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Net loss attributable to common stockholders $ ( 63,675 ) $ ( 57,924 )

Weighted average common shares outstanding 124,589,555 84,481,251

Weighted-average unvested restricted shares and shares subject to repurchase — ( 17,170 )

Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted 124,919,144 124,589,555

1 unchanged sentence

$ ( 0.51 ) $ ( 0.46 )

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:

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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-K

Item 8. Financial Statements and Supplementary Data