What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-28 · 100 added, 103 removed, 553 unchanged (27% of the section changed)

56 unchanged sentences

Stockholders’ equity:

Preferred stock, $ 0.0001 par value, 200,000,000 authorized as of December 31, 2023 and December 31, 2022, respectively;

0 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

Preferred stock, $ 0.0001 par value, 200,000,000 authorized as of December 31, 2024 and 2023, respectively;

0 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Common stock, $ 0.0001 par value, 1,000,000,000 shares authorized as of December 31, 2024 and 2023, respectively;

1 unchanged sentence

Additional paid-in capital 481,679 467,834

Accumulated other comprehensive loss ( 255 ) ( 1,854 )

Accumulated other comprehensive income (loss)

Accumulated deficit ( 273,019 ) ( 202,239 )

23 unchanged sentences

Net loss $ ( 70,780 ) $ ( 63,675 )

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 )

Other comprehensive income:

Unrealized gain on securities available-for-sale

Total other comprehensive income

Comprehensive loss $ ( 70,468 ) $ ( 62,076 )

10 unchanged sentences

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 )

20 unchanged sentences

Depreciation 1,975 1,849

In-process research and development

Loss on disposal of property and equipment

Amortization (accretion) of premiums (discount) on securities, net ( 2,804 ) ( 2,659 )

6 unchanged sentences

Cash flows from investing activities

Proceeds from maturities of securities 155,410 71,599

Purchases of securities ( 86,278 ) ( 112,892 )

Purchases of property and equipment ( 2,122 ) ( 2,442 )

Proceeds from maturities of securities 71,599 163,175

Net cash used in investing activities ( 43,735 ) ( 25,740 )

Cash paid in connection with asset acquisition

Net cash provided (used) by investing activities

66,250 ( 43,735 )

Cash flows from financing activities

2 unchanged sentences

Net cash provided by financing activities 1,144 368

Net decrease in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

8,249 ( 95,078 )

2 unchanged sentences

Supplementary cash flow information on non-cash activities:

Right-of-use assets obtained in exchange for operating lease liability $ 7,623 $ 1,688

Acquisitions of property and equipment included in accounts payable $ 74 $ 148

Right-of-use assets obtained in exchange for operating lease liability $ — $ 7,623

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

18 unchanged sentences

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

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

Going Concern

8 unchanged sentences

The Company had cash, cash equivalents, and short-term investments of $ 129.9 million as of December 31, 2024.

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

As of the date on which these consolidated financial statements were 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

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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

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.

4 unchanged sentences

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

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.

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

18 unchanged sentences

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 negative global and national

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

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.

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.

7 unchanged sentences

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.

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 considers investments with an original maturity greater than three months and remaining maturities less than 12 months 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.

5 unchanged sentences

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

5 unchanged sentences

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;

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.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

25 unchanged sentences

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

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.

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 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.

If it is considered a finance lease, expense is recognized over the lease term within

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

interest expense and amortization in the Company’s consolidated statements of operations.

The Company also has lease arrangements with lease and non-lease components.

12 unchanged sentences

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, 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.

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, acquired in-process research and development, and allocated expenses for technology and facilities.

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

7 unchanged sentences

Stock-based compensation expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period.

Forfeitures are

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

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.

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.

7 unchanged sentences

GAAP are excluded from net 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).

For the years ended December 31, 2024 and 2023, unrealized gains and losses on marketable debt securities were included as a component of comprehensive loss.

Net Loss per Share Attributable to Common Stockholders

8 unchanged sentences

Recently Adopted Accounting Standards

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

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)

segment disclosure requirements through enhanced disclosures about significant segment expenses.

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

The Company adopted the ASU during the fiscal year ended December 31, 2024 and the related disclosure requirements are included in Note 10, “Segment Information.”

Recently Issued Accounting Pronouncements

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

3 unchanged sentences

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

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses.

The ASU is effective for the Company for the fiscal year ending December 31, 2027 and for interim periods beginning after December 31, 2027.

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.

Fair Value Measurements

8 unchanged sentences

Commercial paper 30,881 3 ( 6 ) 30,878 26,924 3,954 —

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

Agency securities

16 unchanged sentences

Total Level 1 and Level 2 $ 264,157 $ 462 $ ( 717 ) $ 263,902 $ 19,234 $ 154,021 $ 90,647

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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

1 unchanged sentence

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, 2024 and December 31, 2023 are as follows:

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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

3 unchanged sentences

Commercial paper 6 28,895 — — 6 28,895

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

Agency securities

10 unchanged sentences

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

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)

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

The Company 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, 2024 and 2023, and had no allowance for credit losses as of December 31, 2024 and 2023.

Composition of Certain Consolidated Financial Statement Line Items

12 unchanged sentences

The Company recorded $ 2.0 million and $ 1.8 million of depreciation expense for the years ended December 31, 2024 and 2023, respectively, which was primarily allocated to research and development expense.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

Accrued Expenses and Other Liabilities

10 unchanged sentences

Cash and cash equivalents $ 27,646 $ 19,397

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

Restricted cash included in other long-term assets

Total $ 28,648 $ 20,399

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)

Other long-term assets consisted of $ 1.0 million of restricted cash and $ 0.2 million of deposits as of December 31, 2024 and December 31, 2023.

There were 126,106,176 shares issued and outstanding as of December 31, 2024.

9 unchanged sentences

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.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

A reconciliation between the expected income tax provision at the federal statutory rate and the reported income tax provision is approximately as follows:

13 unchanged sentences

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

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

net deferred tax assets.

Accordingly, the Company has provided a full valuation allowance against the net deferred tax assets.

The valuation allowance increased by $ 20.2 million during the year ended December 31, 2024.

17 unchanged sentences

Net deferred tax assets (liability) $ — $ —

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

The Company began to file income tax returns in the United States in 2017.

All tax years are open to examination.

The Tax Cuts and Jobs Act contained a provision which requires the capitalization of Section 174 costs incurred in years beginning on or after January 1, 2022.

Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software, or technique.

This provision changes the treatment of Section 174 costs such that the expenditures are no longer allowed as an immediate deduction but rather must be capitalized and amortized.

We have included the impact of this provision, which results in a deferred tax asset of approximately $ 16.5 million as of December 31, 2023.

A valuation allowance of $ 78.4 million and $ 58.2 million at December 31, 2024 and 2023, 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 $ 20.2 million in 2024 and increased by $ 17.0 million in 2023, 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 increases in the valuation allowance in 2024 and 2023 was primarily due to the net operating loss and tax credit generation, capitalized research and development expense and stock-based compensation.

The Company had an unrecognized tax benefit balance of $ 3.1 million and $ 2.4 million related to research and development credits and California net operating loss carryforward as of December 31, 2024 and 2023, respectively.

2 unchanged sentences

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)

A reconciliation of the beginning and ending amount of the liability for uncertain tax positions, excluding potential interest and penalties, is as follows:

2 unchanged sentences

Increase based on current year tax positions 838 812

Increase for prior year tax positions 9 91

Increase (decrease) for prior year tax positions

Ending balance $ 3,146 $ 2,365

7 unchanged sentences

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.

The Company offers a six-month 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 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.

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, in an amount equal to the least of (i)

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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.

2021 Equity Incentive Plan

1 unchanged sentence

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.

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, 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

23 unchanged sentences

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

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

The following table summarizes option award activity during the year ended December 31, 2024:

13 unchanged sentences

As of December 31, 2024, there was $ 13.2 million of total unrecognized compensation expense expected to be recognized over a weighted average-period of 2.3 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.

The total intrinsic value of options exercised during the years ended December 31, 2024 and 2023 was $ 1.3 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.

12 unchanged sentences

Legal Proceedings

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.

District Court Proceedings

On December 14, 2023, we filed suit in the United States District Court for the Northern District of California (the “Court”) against Somalogic, Inc.

(Somalogic) which recently merged with and is now part of “Standard Biotools, Inc.,” and the California Institute of Technology.

This suit sought declaratory judgment that Nautilus does not infringe any claims of US Patent No.

7,842,793 related to DNA origami structures (the ‘793 Patent), which Somalogic had allegedly licensed from the California Institute of Technology through its purchase of Palamedrix,

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

On November 19, 2024, the Company, Standard Biotools, Inc., and the California Institute of Technology agreed to dismiss the suit and settle any and all disputes and/or claims related to the suit.

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

3 unchanged sentences

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

11 unchanged sentences

Variable operating lease costs 2,904 2,432

Short-term lease costs — 25

Total lease costs $ 10,137 $ 9,325

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

For the years ended December 31, 2024 and 2023, cash paid for amounts included in the measurement of operating lease liabilities included in cash flows used in operating activities was $ 7.0 million and $ 6.2 million, respectively.

7 unchanged sentences

Total operating lease liabilities $ 30,478

Guarantees and Indemnifications

Indemnification Agreements

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

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

arising from third-party actions.

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.

4 unchanged sentences

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.

Letters 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 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.

Basic and Diluted Net Loss per Share

5 unchanged sentences

$ ( 0.56 ) $ ( 0.51 )

Nautilus Biotechnology, Inc.

Notes to Consolidated Financial Statements—(Continued)

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:

3 unchanged sentences

Total potentially dilutive common share equivalents 16,779,703 14,818,055

Segment Information

The Company’s Chief Executive Officer is its CODM.

The Company’s CODM uses GAAP net loss in assessing operating decisions, allocating resources and evaluating financial performance.

The Company identified the following significant segment expenses for its single reportable segment:

(in thousands)

Year Ended December 31, 2024 Year Ended December 31, 2023

Significant Segment Expenses:

Payroll-related expenses $ 33,502 $ 31,609

Professional services and laboratory expenses 17,716 16,397

Stock-based compensation expense 12,701 12,137

Facilities expenses 10,902 10,285

Other segment items (1)

Total Segment Expenses 81,476 76,152

Reconciliation to net loss:

Interest income ( 10,780 ) ( 12,550 )

Other expense 84 73

Net Loss $ 70,780 $ 63,675

(1) Other segment items for the Company’s single reportable segment include travel and entertainment, insurance, tax, expensed computer hardware and software, depreciation, and other miscellaneous expenses.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

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