7 unchanged sentences
• We are a development stage company that has incurred net losses in every period to date, has not yet commercialized any products, and expects to continue to incur significant losses as we develop our business.
−Removed: • Our business is entirely dependent on the successful development and commercialization of our proteomics platform (the “Nautilus platform”), which remains in the development stage and could be subject to delays, technical challenges and market acceptance challenges.
+Added: We may never achieve profitability.
+Added: • Our business is entirely dependent on the successful developm ent and commercialization of our proteomics platform (the “Nautilus Voyager TM platform”), which remains in the development stage and could be subject to delays, technical challenges and market acceptance challenges.
• We may not compete successfully with our initial or future products in the highly competitive life sciences technology market.
−Removed: • We are dependent upon third parties for certain aspects of the development and commercialization of the Nautilus platform.
+Added: • We are dependent upon third parties for certain aspects of the development and commercialization of the Nautilus Voyager platform.
• Our business depends significantly on research and development spending by pharmaceutical companies as well as by academic institutions and other research institutions and any reduction in spending could limit demand for our products.
−Removed: • We may not be able to launch our Nautilus platform successfully and even if it is successful, we may experience material delays in our commercialization program relative to current expectations.
+Added: • We may not be able to launch our Nautilus Voyager platform successf ully and even if it is successful, we may experience material delays in our commercialization program relative to current expectations.
• Our operating results may fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or our guidance.
−Removed: • We expect that we will need to raise additional capital to fund our development and commercialization plans.
+Added: • We expect that we will need to raise additional capital to fund our development and commercialization plans, which may not be available to us on favorable terms or at all.
Risks Related to Our Intellectual Property
7 unchanged sentences
• We are currently subject to, and may in the future become subject to additional, U.S.
−Removed: federal and state laws and regulations, as well as the laws and regulations of other countries, relating to how we collect, store and process personal information.
+Added: federal and state laws and regulations, as well as the laws and regulations of other countries, relating to how we collect, store and process personal information, and how we transmit analytical data to our customers.
• Future expansion of our development and commercialization activities outside of the United States, may subject us to an increased risk of inadvertently conducting activities in a manner that violates the U.S.
5 unchanged sentences
• We are highly dependent on our key personnel, and if we are unable to recruit and retain key executives and scientists, we may not be able to achieve our goals.
−Removed: • Our operations and financial results could be adversely impacted by global and national events, such as the COVID-19 pandemic, conflicts in Eastern Europe and the Middle East, and general economic downturns.
+Added: • Our operations and financial results could be adversely impacted by global and national events, such as global geopolitical conflicts, including war, trade embargoes, tariff policies and boycotts, changing interest rates, volatility in the global financial markets and general economic downturns.
• Global supply chain interruptions may negatively impact the development and commercialization of our products.
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We are a development stage company that has incurred net losses in each quarterly and annual period since inception and that has not yet generated any revenue.
−Removed: We expect to incur increasing costs as we continue to devote substantially all of our resources towards the development and anticipated future commercialization of our Nautilus platform, which includes our end-to-end solution comprised of instruments, consumables, and software analysis.
+Added: We expect to incur increasing costs as we continue to devote substantially all of our resources towards the development and anticipated future commercialization of our Nautilus Voyager TM platform, which includes our end-to-end solution comprised of instruments, consumables, and software analysis.
We cannot be certain if we will ever generate revenue or if or when we will produce sufficient revenue from operations to support our costs.
2 unchanged sentences
As of December 31, 2025, we had an accumulated deficit of $332.0 million.
−Removed: These losses and accumulated deficit were primarily due to the substantial investments we made in the scientific and technological development of our Nautilus platform.
−Removed: While we anticipate certain cost-savings associated with our recently announced workforce reductions, we expect to incur substantial losses and negative cash flows for the foreseeable future.
+Added: These losses and accumulated deficit were primarily due to the substantial investments we made in the scientific and technological development of our Nautilus Voyager platform.
+Added: We expect to incur substantial losses and negative cash flows for the foreseeable future.
In addition, as a public company, we will continue to incur significant legal, accounting, and other expenses.
1 unchanged sentence
We may incur significant losses in the future for a number of reasons, many of which are beyond our control, including the other risks described in this Annual Report on Form 10-K.
−Removed: Our business is entirely dependent on the success of our Nautilus platform, which remains in the development stage and subject to scientific and technical validation.
−Removed: If we are unable to develop and commercialize our Nautilus platform successfully and in a manner that provides currently anticipated functionality and levels of performance, we may never be able to recognize any revenue, and our business, operating results, and financial condition will suffer.
−Removed: Our future success is entirely dependent on our ability to successfully develop and commercialize our Nautilus platform, which is based on innovative yet complex and unproven technologies and which is anticipated to be used in demanding scientific research that requires substantial levels of accuracy and precision.
−Removed: We are investing substantially all of our management efforts and financial resources in the development and commercialization of our Nautilus platform, which remains in the development stage and subject to
−Removed: scientific and technical validation.
+Added: Our business is entirely dependent on the success of our Nautilus Voyager TM platform, which remains in the development stage and subject to scientific and technical validation.
+Added: If we are unable to develop and commercialize our Nautilus Voyager TM platform successfully and in a manner that provides currently anticipated functionality and levels of performance, we may never be able to recognize any revenue, and our business, operating results, and financial condition will suffer.
+Added: Our future success is entirely dependent on our ability to successfully develop and commercialize our Nautilus Voyager platform, which is based on innovative yet complex and unproven technologies and which is anticipated to be used in demanding scientific research that requires substantial levels of accuracy and precision.
+Added: We are investing substantially all of our management efforts and financial resources in the development and commercialization of our Nautilus Voyager platform, which remains in the development stage and subject to scientific and technical validation.
Additionally, in developing our platform technology, we currently rely on co-development partners to assist us in the development of certain component technologies in our platform.
We have experienced difficulties with some of these partners successfully delivering these component technologies on time and to our specifications, and these partners may not be successful in delivering these component technologies on time, to our specifications, or at all, in the future, which could have an adverse impact on our ability to meet our development timelines, and/or our products’ level of currently anticipated functionality and performance.
−Removed: While our goal is to leverage our Nautilus p latform to comprehensively measure the human proteome, the human proteome is dynamic and far more complex and diverse in structure, composition and number of variants than either the genome or transcriptome.
−Removed: If we cannot successfully complete platform development, if we are unable to achieve our goals for mapping the proteome, if our products fail to deliver currently anticipated functionality and levels of performance, if our products are found by a court of law to infringe the intellectual property of another party, or if we are unable to obtain broad scientific and market acceptance of our products and technologies, we may never recognize material revenue and may be unable to continue our operations.
−Removed: We have not yet commercially launched our Nautilus platform.
−Removed: We may not be able to launch our Nautilus platform successfully and even if it is successful, we may experience material delays in our commercialization program relative to current expectations.
−Removed: We anticipate commercializing our Nautilus platform in three phases involving first collaboration with biopharmaceutical companies and key academic opinion leaders exploring utility of pre-commercial versions of the platform, during which we do not expect to recognize significant revenue, if any;
−Removed: secondly an early access limited release phase in which we expect to recognize limited revenue;
−Removed: and finally a broader commercial launch phase.
−Removed: We are currently in the collaboration phase during which we have entered into collaborations with a small number of research customers, including with biopharmaceutical companies and key opinion leaders in proteomics whose assessment and validation of our products can significantly influence other researchers in their respective markets and/or fields.
−Removed: During the second, early access phase, we expect to work closely with early access collaborators to demonstrate a unique value proposition for our Nautilus platform.
−Removed: During this phase, we plan to provide early access to our collaborators with broad-scale and targeted analyses and profiling of samples analyzed in our facility or at the customers’ facilities and shared via a cloud platform.
−Removed: We believe there is significant interest in our platform for targeted proteoform analyses.
−Removed: As such, we expect to be working with our initial early access collaborators in this area, and to leverage our learnings from those collaborations for the benefit of both our broad-scale and targeted products and services.
−Removed: We do not anticipate that these activities will result in any material revenue.
−Removed: We expect this second phase to lead into the third phase of launch of our proteome analysis platform in late 2026 and subsequent broad commercialization thereafter.
−Removed: Voice of customer studies have suggested that there is market demand for a proteomics platform with specifications that are initially lower than what we have previously disclosed, for example, around characteristics such as sample input and proteome coverage.
−Removed: Consequently, as we balance our time to market goals with our evolving view of customer requirements, we are refining our initial launch specifications.
−Removed: We believe that subsequent consumable releases will enable our platform to meet or exceed our previously announced product specifications.
+Added: While our goal is to leverage our Nautilus Voyager platform to comprehensively measure the human proteome, the human proteome is dynamic and far more complex and diverse in structure, composition and number of variants than either the genome or transcriptome.
+Added: If we cannot successfully complete platform development, if we are unable to achieve our goals for mapping the proteome, if our products and services fail to deliver currently anticipated functionality and levels of performance, if our products and/or services are found by a court of law to infringe the intellectual property of another party, or if we are unable to obtain broad scientific and market acceptance of our products, services and technologies, we may never recognize material revenue and may be unable to continue our operations.
+Added: We have not yet commercially launched our Nautilus Voyager TM platform.
+Added: We may not be able to launch our Nautilus Voyager TM platform successfully and even if it is successful, we may experience material delays in our commercialization program relative to current expectations.
+Added: We anticipate commercializing our Nautilus Voyager TM platform in phases that began with research collaborations with leading biopharmaceutical companies, academic institutions and research organizations exploring utility of pre-commercial versions of the platform.
+Added: The next phases of our strategy involve a land-and-expand strategy in which we provide customers with access to the Iterative Mapping method on the Nautilus Voyager platform for an initial application, and over time, introduce additional applications in both targeted proteoform analysis and broadscale proteomics, which customers would access depending upon their specific needs.
+Added: Initial customer access to the Nautilus Voyager platform is expected to be through our Early Access Program in which Nautilus will perform analysis and profiling of samples analyzed in our facility and shared via a cloud platform.
+Added: We expect to work closely with early access collaborators to demonstrate the unique value proposition of our Nautilus Voyager platform.
+Added: With data gained from our Early Access Program customers, we plan to leverage publications to drive awareness and customer demand and later sell instruments and reagents to select customers performing targeted proteoform and broadscale proteomics research.
+Added: We announced the launch of our Iterative Mapping Early Access Program starting with target specific service offerings in January 2026 for the analysis of the microtubule-associated protein tau (or “Tau” for short), which has been broadly associated with the onset and progression of Alzheimer’s disease in human patients.
+Added: Over time, we plan to extend this early access framework to include additional proteoforms in new disease areas like oncology and into a dual model that supports both targeted assays like Tau, and broadscale workflows, which are designed to offer broader proteome coverage.
+Added: We do not anticipate that these early access activities will result in any material revenue.
+Added: We expect to initiate our commercial launch in late 2026 by opening the Nautilus Voyager platform for pre-orders, with instrument installations at customer sites beginning in early 2027.
+Added: At launch, we expect general availability to include the Voyager instrument, our Tau proteoform assay, and a second proteoform assay.
+Added: We anticipate general availability of Broadscale proteomics capabilities in the first half of 2027, as we continue expanding the platform’s assay portfolio.
+Added: Our first generally available broadscale consumable kits are designed to deliver strong initial performance, with subsequent releases expected to further expand capabilities and enable the platform to meet or exceed our previously announced product specifications.
Achieving the scientific and commercial objectives identified above within currently anticipated timelines will require substantial investments in our technologies and in the underlying science.
−Removed: Scientific and technological development of the nature being undertaken by us is extraordinarily complex, and there can be no assurances that any of these phases of commercial development will be successful or that they will be completed within the timelines currently anticipated.
−Removed: Given the scientific and technical complexity of our products, we could experience material delays in product development and commercial launch.
−Removed: If our research and product development efforts do not result in commercially viable products within the anticipated timelines, our business, operating results, and financial condition will be adversely affected.
+Added: Scientific and technological development of the nature being undertaken by us is extraordinarily complex, and there can be no assurances that any of these phases of commercial development will be successful, that they will be completed within the timelines currently anticipated, or that they will result in increased customer interest in our products and/or services.
+Added: Given the scientific and technical complexity of our products and services, we could experience material delays in product development and commercial launch.
+Added: In addition, if we are not able to supplement our initial platform release with subsequent consumable releases to enable our platform to meet or exceed our previously announced product specifications, we may lose customers or be limited in our ability to achieve market adoption.
+Added: If our research and product development efforts do not result in commercially viable products and/or services within the anticipated timelines or if such products do not generate the interest in the market that we anticipate, our business, operating results, and financial condition will be adversely affected.
The commercialization of our products will require us to establish relationships and successfully collaborate with leading life science companies and research institutions, initially to test and validate our products and subsequently as we seek to expand the markets for our products.
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As noted above, establishing collaborations and partnerships with large pharmaceutical and biotechnology companies and with major research institutions is a material element of our commercialization strategy.
−Removed: While early collaborations are expected to focus on the assessment and validation of our Nautilus platform with a focus in part on publication of results in peer-reviewed scientific journals, we also intend to pursue additional, potentially revenue-generating collaborations in areas of biological interest.
−Removed: Among other examples, we may pursue collaborations relating to the development and commercialization of therapeutic product candidates targeting proteins identified by our Nautilus platform.
+Added: While early collaborations have focused, and are are expected to continue to focus on the assessment and validation of our Nautilus Voyager platform with a focus in part on publication of results in peer-reviewed scientific journals, we also intend to pursue additional, potentially revenue-generating collaborations in areas of biological interest.
+Added: Among other examples, we may pursue collaborations relating to the development and commercialization of therapeutic product candidates targeting proteins identified by our Nautilus Voyager platform.
There can be no assurance that we will be successful in developing or maintaining collaborations or that, if established, these collaborations will achieve the desired objectives.
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Certain parties may seek to partner with other companies in addition to us in connection with a project.
−Removed: This, in turn, may limit the commercial potential of any products that are the
−Removed: subject of such collaborations.
+Added: This, in turn, may limit the commercial potential of any products that are the subject of such collaborations.
Potential collaborators may elect not to work with us based upon their assessment of our financial, regulatory, commercial or intellectual property position.
10 unchanged sentences
• disputes may arise between us and a collaborator that cause the delay or termination of the research, development, or commercialization of products or that result in costly litigation or arbitration that diverts management attention and resources;
−Removed: • collaborations may be terminated, and, if terminated, in addition to reducing our revenue, may reduce exposure to research and clinical trials that facilitate the collection and incorporation of new information into our platform;
−Removed: • a collaborator’s sales and marketing activities or other operations may not be in compliance with applicable laws resulting in civil or criminal proceedings.
+Added: • collaborations may be terminated, and, if terminated, in addition to reduc ing our revenue, may reduce exposure to research and clinical trials that facilitate the collection and incorporation of new information into our platform;
+Added: • a collaborator’s sales and marketing activities or other operations may not be in compliance with ap plicable laws resulting in civil or criminal proceedings.
In addition, before obtaining marketing approval from regulatory authorities for the sale of product candidates subject to future collaborations, our collaborators must conduct extensive clinical trials to demonstrate the safety and efficacy of the product candidates.
If clinical trials of product candidates resulting from collaborations are prolonged or delayed, collaborators may be unable to obtain required regulatory approvals and therefore be unable to commercialize product candidates on a timely basis or at all, which may have a material impact on the revenue recognized from such collaborations.
−Removed: Even if we are able to complete development of our Nautilus platform, we may not achieve or maintain significant commercial market acceptance.
−Removed: Even if we are able to complete development of our Nautilus platform, the platform will be subject to market forces and adoption curves common to new technologies.
+Added: Even if we are able to complete development of our Nautilus Voyager TM platform, we may not achieve or maintain significant commercial market acceptance.
+Added: Even if we are able to complete development of our Nautilus Voyager TM platform, the platform will be subject to market forces and adoption curves common to new technologies.
The market for novel proteomics technologies and products like those being developed by us is in the early stages of development.
−Removed: While these technologies present the potential to displace legacy products, changing long-standing scientific workflows with new instruments requiring substantial capital expenditures will require us to invest substantial financial and management resources to educate potential customers on the benefits of our Nautilus platform relative to existing technologies and to validate our Nautilus platform’s ability to meet customer requirements.
+Added: While these technologies present the potential to displace legacy products, changing long-standing scientific workflows with new instruments requiring substantial capital expenditures will require us to invest substantial financial and management resources to educate potential customers on the benefits of our Nautilus Voyager platform relative to existing technologies and to validate our Nautilus Voyager platform’s ability to meet customer requirements.
In that regard, we anticipate that our initial market focus will be pharmaceutical development and associated research, which are characterized by demanding and exacting requirements for product performance and accuracy.
−Removed: If widespread adoption of our Nautilus platform takes longer than anticipated or does not occur, our business will be materially and adversely affected.
−Removed: More specifically, the successful introduction of new technologies in life science markets requires substantial engagement with the scientific community in order to encourage community acceptance of the utility, performance, and cost of the technology relative
−Removed: to its benefits in the applicable field or fields of research.
+Added: If widespread adoption of our Nautilus Voyager platform takes longer than anticipated or does not occur, our business will be materially and adversely affected.
+Added: More specifically, the successful introduction of new technologies in life science markets requires substantial engagement with the scientific community in order to encourage community acceptance of the utility, performance, and cost of the technology relative to its benefits in the applicable field or fields of research.
The life sciences scientific community is often led by a small number of early adopters and key opinion leaders who significantly influence the larger community through publications in peer-reviewed journals.
In these journal publications, the researchers describe not only their discoveries but also the methods and typically the products used to fuel these discoveries.
−Removed: We expect that references to the use of our Nautilus p latform in peer-reviewed journal publications will be critical to our ability to obtain widespread acceptance within the scientific community.
−Removed: In addition, continuing collaborative relationships with key opinion leaders will be vital to maintaining any market acceptance we achieve.
+Added: We expect that references to the use of our Nautilus Voyager platform in peer-reviewed journal publications will be critical to our ability to obtain widespread acceptance within the scientific community.
+Added: continuing collaborative relationships with key opinion leaders will be vital to maintaining any market acceptance we achieve.
If too few researchers describe the use of our products, too many researchers shift to a competing product and publish research outlining their use of that product, or too many researchers negatively describe the use of our products in publications, customers may be less willing to engage with us concerning our products, which could materially delay our commercialization plan and/or substantially extend our sales cycles.
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Specific, material factors that will influence our ability to achieve market acceptance include the following:
−Removed: • the ability of our marketing and engagement initiatives to increase awareness of the capabilities of our Nautilus platform;
−Removed: • the ability of our Nautilus platform to demonstrate reliable performance in intended use applications, in particular, when the platform is used by customers in their own research;
−Removed: • our ability to demonstrate that the functionality and performance of our Nautilus platform relative to alternative products and technologies justifies the substantial anticipated cost of the platform;
−Removed: • the willingness of prospective customers to adopt new products and workflows;
−Removed: • the ease of use of our Nautilus platform and whether it reliably provides significant advantages over alternative products and technologies;
−Removed: • the rate of adoption of our Nautilus platform by biopharmaceutical companies, laboratories, academic institutions and others;
−Removed: • the prices at which we will be able to sell our Nautilus platform instruments and consumables;
+Added: • the ability of our marketing and engagement initiatives to increase awareness of the capabilities of ou r Nautilus Voyager TM platform;
+Added: • the ability of ou r Nautilus Voyager platform to demonstrate reliable performance in intended use applications, in particular, when th e platform is used by customers in their own research;
+Added: • our ability to demonstrate that the functionality and performance of our Nautilus Voyager platform relative to alternative products and technologies justifies the substantial anticipated cost of the platform;
+Added: • the willingness of prospective customers to adopt new products and workflow s;
+Added: • the ease of use o f our Nautilus Voyager platform and whether it reliably provides significant advantages over alternative products and technologies;
+Added: • the rate of adoption of our Nautilus Voyager platform by biop harmaceutical companies, laboratories, academic institutions and others;
+Added: • the prices at which we will be able to sell ou r Nautilus Voyager platform ;
• our ability to develop new products, workflows, and solutions that meet customer requirements;
−Removed: • the introduction or development and commercialization by competitors of new products or enhancements to existing products with functionality and/or performance similar to our Nautilus platform;
+Added: • the introduction or development and commercialization by competitors of new products or enhancements to existing products with functionality and/or performance similar to our Nautilus Voyager platform;
• the impact of our investments in product innovation and commercial growth.
We cannot assure you that we will be successful in addressing any of these criteria or any additional criteria that might affect the market acceptance of our products.
−Removed: If we are unsuccessful in achieving and maintaining market acceptance of our Nautilus p latform, our business, financial condition and results of operations would be adversely affected.
+Added: If we are unsuccessful in achieving and maintaining market acceptance of our Nautilus Voyager platform, our business, financial condition and results of operations would be adversely affected.
We have no experience in manufacturing our products at commercial scale.
−Removed: If we are unable to establish manufacturing capacity by ourselves or with partners in a timely manner after completing development, commercialization of our Nautilus platform would be delayed, which would result in lost revenue and harm our business.
−Removed: In order for us to commercialize our Nautilus p latform in volume, we will need to establish internal manufacturing capacity or to contract with one or more manufacturing partners, or both.
+Added: If we are unable to establish manufacturing capacity by ourselves or with partners in a timely manner after completing development, commercialization of our Nautilus Voyager TM platform would be delayed, which would result in lost revenue and harm our business.
+Added: In order for us to commercialize our Nautilus Voyager platform in volume, we will need to establish internal manufacturing capacity or to contract with one or more manufacturing partners, or both.
Our technology is complex, and the manufacturing process for our products will be similarly complex, involving a large number of unique precision parts in addition to the production of various reagents and antibodies.
−Removed: We may encounter unexpected difficulties in manufacturing our Nautilus p latform, including our proteome analysis system and related consumables.
+Added: We may encounter unexpected difficulties in manufacturing our Nautilus Voyager platform, including our proteome analysis system and related consumables.
Among other factors, we will need to develop reliable supply chains for the various components in our platform instruments and consumables to support large-scale commercial production.
−Removed: In connection with our Nautilus p latform, we may utilize long lead time instrument system components, such as cameras and lasers, and as a result, it may impact our ability to consistently source such components.
−Removed: Additionally, we intend to utilize over 300 complex reagents and various antibodies in order to generate deep proteomic information at the speed and scale which we expect our Nautilus p latform to perform.
+Added: In connection with our Nautilus Voyager platform, we may utilize long lead time instrument system components, such as cameras and lasers, and as a result, it may impact our ability to consistently source such components.
+Added: Additionally, we intend to utilize approximately 300 unique multi-affinity reagents and various antibodies in order to generate deep proteomic information at the speed and scale which we expect our Nautilus Voyager platform to perform.
Such reagents and antibodies are expected to be more difficult to manufacture and more expensive to procure.
1 unchanged sentence
In addition, in connection with establishing third party relationships or sourcing component supplies, including with respect to instrument components, reagents and antibodies, we may incur costs that are higher than currently expected and that may adversely affect our gross margins and operating results following commercialization.
−Removed: Assuming we complete development of our Nautilus p latform, we may experience manufacturing and product quality issues as we increase the scale of our production.
−Removed: Any delay or inability in
−Removed: establishing or expanding our manufacturing capacity could diminish our ability to develop or sell our products, result in increased or unanticipated costs, result in lost revenue, and seriously harm our business, results of operations and financial condition.
−Removed: If we are unable to establish an effective commercial organization, including effective distribution channels and sales and marketing functions, we may not be successful in commercializing our Nautilus platform.
−Removed: We are only beginning to establish an internal organization focused specifically on the commercialization of our Nautilus platform.
+Added: Assuming we complete development of our Nautilus Voyager platform, we may experience manufacturing and product quality issues as we increase the scale of our production.
+Added: Any delay or inability in establishing or expanding our manufacturing capacity could diminish our ability to develop or sell our products, result in increased or unanticipated costs, result in lost revenue, and seriously harm our business, results of operations and financial condition.
+Added: If we are unable to establish an effective commercial organization, including effective distribution channels and sales and marketing functions, we may not be successful in commercializing our Nautilus Voyager TM platform.
+Added: We are only beginning to establish an internal organization focused specifically on the commercialization of our Nautilus Voyager TM platform.
Our initial hiring has focused on senior commercial leadership, and although this leadership has considerable industry experience, in order to achieve substantial revenue growth and profitability, we will be required to develop sales, marketing, distribution, customer service, and customer support capabilities.
Staffing of these functions will frequently require individuals with the requisite technical and scientific expertise to establish and support sales of a sophisticated and complex platform for life sciences experimentation.
−Removed: We will be required to expend substantial financial resources to hire personnel and develop our commercial operations prior to commercial launch of our Nautilus platform.
+Added: We will be required to expend substantial financial resources to hire personnel and develop our commercial operations prior to commercial launch of our Nautilus Voyager platform.
Accordingly, these initiatives will adversely affect our operating expenses prior to us having material off-setting revenue, if any.
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There is no guarantee, if we do seek to enter into any of these arrangements, that we will be successful in attracting desirable partners or that we will be able to enter into such arrangements on commercially favorable terms.
−Removed: If our commercialization efforts, or those of any third-party partners, are not successful, our Nautilus p latform may not gain market acceptance, which could materially impact our business and results of operations.
−Removed: The size of the markets for our Nautilus platform may be smaller than estimated, and new market opportunities may not develop as quickly as we expect, or at all, limiting our ability to successfully sell our products.
−Removed: The market for proteomics technologies and products is evolving, making it difficult to predict with any accuracy the size of the markets for our current and future products, including our Nautilus platform .
+Added: If our commercialization efforts, or those of any third-party partners, are not successful, our Nautilus Voyager platform may not gain market acceptance, which could materially impact our business and results of operations.
+Added: The size of the markets for our Nautilus Voyager TM platform may be smaller than estimated, and new market opportunities may not develop as quickly as we expect, or at all, limiting our ability to successfully sell our products.
+Added: The market for proteomics technologies and products is evolving, making it difficult to predict with any accuracy the size of the markets for our current and future products, including our Nautilus Voyager platform.
Our estimates of the total addressable market for our current and future products, including with respect to the proteomics market, the diagnostic market, and the mass spectrometry market, are based on a number of internal and third-party estimates and assumptions.
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Our product is an innovative new product, and while we draw comparisons between the evolution and growth of the genomics market, the proteomics market may develop more slowly or differently.
−Removed: In addition, our Nautilus platform may not impact the field of proteomics in the same manner or degree, or within the same time frame, that NGS technologies have impacted the field of genomics, or at all.
+Added: In addition, our Nautilus Voyager TM platform may not impact the field of proteomics in the same manner or degree, or within the same time frame, that NGS technologies have impacted the field of genomics, or at all.
While we believe our assumptions and the data underlying our estimates of the total addressable market for our products are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates, or those underlying the third-party data we have used, may change at any time, thereby reducing the accuracy of our estimates.
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If the markets for our current and future products are smaller than estimated or do not develop as we expect, our growth may be limited and our business, financial condition and operational results of operations could be adversely affected.
−Removed: We are dependent on single source suppliers for some of the components and materials used in our Nautilus platform, and the loss of any of these suppliers could harm our business.
−Removed: We rely on single source suppliers for certain components and materials used in our Nautilus platform.
+Added: We are dependent on single source suppliers for some of the components and materials used in our Nautilus Voyager TM platform, and the loss of any of these suppliers could harm our business.
+Added: We rely on single source suppliers for certain components and materials used in our Nautilus Voyager TM platform.
The loss of any of these single source suppliers would require us to expend significant time and effort to locate and qualify an alternative source of supply for these components.
−Removed: Though we do not c urrently have contracts for third parties to provide manufacturing capabilities for each component of our Nautilus platform for which we expect to employ such third party manufacturers , if we are successful in reaching the point of manufacturing our products for commercialization, we may rely on a single company for such manufacturing.
+Added: Though we do not c urrently have contracts for third parties to provide manufacturing capabilities for each component of our Nautilus Voyager platform for w hich we expect to employ such third party manufacturers , if we are successful in reaching the point of manufacturing our products for commercialization, we may rely on a single company for such manufacturing.
Any contractual disputes between us and such manufacturer or loss of manufacturing ability by such manufacturer could similarly require significant time, effort and expense to locate and qualify an alternative source of manufacturing, which could materially harm our business.
−Removed: We also rely, and expect to continue to rely, on third-party manufacturers and, in many cases, single third-party manufacturers for the production of certain reagents and antibodies needed to generate the deep proteomic information at the speed and scale which we expect our Nautilus platform to perform.
+Added: We also rely, and expect to continue to rely, on third-party manufacturers and, in many cases, single third-party manufacturers for the production of certain reagents and antibodies needed to generate the deep proteomic information at the speed and scale which we expect our Nautilus Voyager platform to perform.
With respect to any antibodies or reagents that are single sourced, the loss of any suppliers would require significant time and effort to locate and qualify an alternative source of supply.
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We face significant competition in the life sciences technology market.
−Removed: We currently compete with technology and diagnostic companies tha t supply components, products, and services to customers engaged in proteomics analysis.
+Added: We currently compete with technology and diagnostic companies tha t supply components, products, and services to customers engaged in proteomics ana lysis.
Major competitors include Thermo Fisher Scientific (including Olink);
2 unchanged sentences
Becton, Dickinson and Company;
−Removed: and Standard Biotools (formerly known as Somalogic).
−Removed: We also compete with a number of emerging companies that are developing proteomic products and solut ions.
+Added: and Illumina, Inc.
+Added: (through its acquisition of the former Somalogic business from Standard Biotools Inc.).
+Added: We also compete wi th a number of emerging companies that are developing proteomic products and solut ions.
Some of our current competitors are large publicly-traded companies, or are divisions of large publicly-traded companies, and enjoy a number of competitive advantages over us, including:
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Any failure to compete effectively could materially and adversely affect our business, financial condition and operating results.
−Removed: Even if our Nautilus platform is commercialized and achieves broad scientific and market acceptance, if we fail to improve it or introduce compelling new products, our revenue and our prospects could be harmed.
+Added: Even if our Nautilus Voyager TM platform is commercialized and achieves broad scientific and market acceptance, if we fail to improve it or introduce compelling new products, our revenue and our prospects could be harmed.
The life sciences industry is characterized by rapid and significant technological changes, frequent new product introductions and enhancements and evolving industry standards.
−Removed: Even if we are able to commercialize our Nautilus platform and achieve broad scientific and market acceptance, our ability to attract new customers and increase revenue from existing customers will depend in large part on our ability to enhance and improve our Nautilus platform and to introduce compelling new products.
−Removed: The success of any enhancement to our Nautilus platform or introduction of new products depends on several factors, including timely completion and delivery, competitive pricing, adequate quality testing, integration with existing technologies, freedom from intellectual property encumbrance, appropriately timed and staged introduction and overall market acceptance.
−Removed: Any new product or enhancement to our Nautilus platform that we develop may not be introduced in a timely or cost-effective manner, may contain defects, errors, vulnerabilities or bugs, or may not achieve the market acceptance necessary to generate significant revenue.
+Added: Even if we are able to commercialize our Nautilus Voyager TM platform and achieve broad scientific and market acceptance, our ability to attract new customers and increase revenue from existing customers will depend in large part on our ability to enhance and improve our Nautilus Voyager platform and to introduce compelling new products.
+Added: The success of any enhancement to our Nautilus Voyager platform or introduction of new products depends on several factors, including timely completion and delivery, competitive pricing, adequate quality testing, integration with existing technologies, freedom from intellectual property encumbrance, appropriately timed and staged introduction and overall market acceptance.
+Added: Any new product or enhancement to our Nautilus Voyager platform that we develop may not be introduced in a timely or cost-effective manner, may contain defects, errors, vulnerabilities or bugs, or may not achieve the market acceptance necessary to generate significant revenue.
The typical development cycle of new life sciences products can be lengthy and complicated, and may require new scientific discoveries or advancements, considerable resources and complex technology and engineering.
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If we are unable to successfully develop new products, enhance our proteomics product platform to meet customer requirements, compete with alternative products, or otherwise gain and maintain market acceptance, our business, results of operations and financial condition could be harmed.
−Removed: We rely on third parties for development of certain aspects of the Nautilus platform, and any failure of these third parties to perform their respective obligations in a timely manner or to our specifications could negatively impact our timelines, costs or product performance.
−Removed: We are engaged with a number of third party collaborators who assist us in co-development of certain aspects of the Nautilus platform, including, for example, certain affinity reagents and array chip substrates.
−Removed: Our agreements with these third party collaborators include obligations for these third parties to deliver certain aspects of technology to be used in the Nautilus platform in accordance with certain defined timelines, in accordance with defined specifications, and in accordance with certain cost limitations.
+Added: We rely on third parties for development of certain aspects of the Nautilus Voyager TM platform, and any failure of these third parties to perform their respective obligations in a timely manner or to our specifications could negatively impact our timelines, costs or product performance.
+Added: We are engaged with a number of third party collaborators who assist us in co-development of certain aspects of the Nautilus Voyager platform, including, for example, certain affinity reagents and array chip substrates.
+Added: Our agreements with these third party collaborators include obligations for these third parties to deliver certain aspects of technology to be used in the Nautilus Voyager platform in accordance with certain defined timelines, in accordance with defined specifications, and in accordance with certain cost limitations.
We have also sought to include redundancy and contingency planning with respect to the efforts of our third party collaborators where practicable.
−Removed: Despite our contractual assurances and contingency planning, it is possible that one or more of our third party collaborators may fail to deliver their respective technologies to us on time or in accordance with our specifications, and such failure could negatively impact the timing of the commercialization of the Nautilus platform, its performance, or its cost.
+Added: Despite our contractual assurances and contingency planning, it is possible that one or more of our third party collaborators may fail to deliver their respective technologies to us on time or in accordance with our specifications, and such failure could negatively impact the timing of the commercialization of the Nautilus Voyager platform, its performance, or its cost.
Our business will depend significantly on research and development spending by pharmaceutical companies as well as by academic and other research institutions.
Any reduction in spending could limit demand for our products and adversely affect our business, results of operations, financial condition and prospects.
−Removed: We expect that our revenue in the foreseeable future will be derived primarily from sales of our Nautilus platform to biotechnology companies and life science laboratories worldwide, and to a lesser extent, academic institutions and non-profit organizations.
+Added: We expect that our revenue in the foreseeable future will be derived primarily from sales of our Nautilus Voyager TM platform to biotechnology companies and life science laboratories worldwide, and to a lesser extent, academic institutions and non-profit organizations.
Our success will depend upon demand for and use of our products.
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Our operating results may fluctuate substantially due to reductions and delays in research and development expenditures by these customers.
−Removed: For example, reductions in capital expenditures by these customers may result in lower than expected system sales and, similarly, reductions in operating expenditures by these customers could result in lower than expected sales of our Nautilus platform .
+Added: For example, reductions in capital expenditures by these customers may result in lower than expected system sales and, similarly, reductions in operating expenditures by these customers could result in lower than expected sales of our Nautilus Voyager platform.
These reductions and delays may result from factors that are not within our control, such as:
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National Institutes of Health;
−Removed: • changes in economic conditions, including recessionary effects, inflationary pressures and instability in the global financial markets, including with respect to any future financial institution failures ;
+Added: • changes in economic conditions, including recessionary effects, inflationary pressures and volatility in the global financial markets, including with respect to any future financial institution failures ;
• changes in government programs that provide funding to research institutions and companies, including changes in the amount of funds allocated to different areas of research or changes that have the effect of increasing the length of time of the funding process;
+Added: • changes in tax legislation that may indirectly impact research institutions’ ability to allocate funds to different areas of research;
• changes in the regulatory environment affecting life science and Ag-Bio companies engaged in research and commercial activities;
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Our quarterly and annual operating results may fluctuate significantly, which makes it difficult for us to predict our future operating results.
−Removed: In the near term, as we devote substantially all of our resources towards the development and anticipated future commercialization of our Nautilus platform, specific factors that may result in fluctuations include, without limitation:
−Removed: • the timing and cost of, and level of investment in, research and development and commercialization activities relating to our Nautilus platform;
+Added: In the near term, as we devote substantially all of our resources towards the development and anticipated future commercialization of our Nautilus Voyager TM platform, specific factors that may result in fluctuations include, without limitation:
+Added: • the timing and cost of, and level of investment in, research and development and commercialization activities relating to our Nautilus Voyager platform;
• our ability to successfully establish and successfully maintain appropriate collaborations and derive revenue from those collaborations;
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• any litigation or governmental investigations involving us, our industry or both;
−Removed: • our ability to successfully develop and commercialize our Nautilus platform on our anticipated timeline.
+Added: • our ability to successfully develop and commercialize our Nautilus Voyager platform on our anticipated timeline.
As we transition from a company with a focus on research and development to a company capable of supporting manufacturing, these fluctuations may also occur due to a variety of other factors, many of which are outside of our control, including, but not limited to:
−Removed: • the level of demand for any products we are able to commercialize, particularly our Nautilus platform, which may vary significantly from period to period;
−Removed: • our ability to drive adoption of our Nautilus platform in our target markets and our ability to expand into any future target markets;
+Added: • the level of demand for any products we are able to commercialize, particularly our Nautilus Voyager platform, which may vary significantly from period to period;
+Added: • our ability to drive adoption of our Nautilus Voyager platform in our target markets and our ability to expand into any future target markets;
• the impact that economic inflation may have on our costs for manufacturing our products;
−Removed: • the prices at which we will be able to sell our Nautilus platform;
+Added: • the prices at which we will be able to sell our Nautilus Voyager platform;
• the volume and mix of our sales between consumables, instruments and software, or changes in the manufacturing or sales costs related to our products;
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• higher than anticipated service, replacement and warranty costs;
−Removed: • the impact of the COVID-19 pandemic, the conflicts in Eastern Europe and the Middle East, any potential future financial institution failures , and other national and global events on the economy, investment in life sciences and research industries, our business operations, and resources and operations of our customers, suppliers, and distributors;
+Added: • increased and/or unpredictable tariffs on our products, and/or on parts or materials that we source from foreign suppliers;
+Added: • the conflicts in Eastern Europe and the Middle East, any potential future financial institution failures , and other national and global events on the economy, investment in life sciences and research industries, our business operations, and resources and operations of our customers, suppliers, and distributors;
• general industry, economic and market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
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We are a life sciences technology company with a limited operating history.
−Removed: We have not completed development of our Nautilus platform or any other products and have not generated any revenue to date.
−Removed: Our operations to date have been limited to developing our Nautilus platform.
+Added: We have not completed development of our Nautilus Voyager TM platform or any other products and have not generated any revenue to date.
+Added: Our operations to date have been limited to developing our Nautilus Voyager platform.
Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations.
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We expect that we will need to raise additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing or acquisition opportunities or for other reasons, including:
−Removed: • funding development and marketing efforts of our Nautilus platform or any other future products;
−Removed: • increasing our sales and marketing and other commercialization efforts to drive market adoption of our Nautilus platform, once commercialized;
+Added: • funding development and marketing effor ts of our Nautilus Voyager platform or any other future products;
+Added: • increasing our sales and marketing and other commercialization efforts t o drive market adoption of our Nautilus Voyager platform, once commercialized;
• expanding our technologies into additional markets;
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• our need to implement additional infrastructure and internal systems;
−Removed: • the impact of the COVID-19 pandemic, the conflicts in Eastern Europe and the Middle East, changing interest rates, instability in the global financial markets and general economic downturns ;
+Added: • global geopolitical conflicts, including war, trade embargoes, tariff policies and boycotts, changing interest rates, volatility in the global financial markets and general economic downturns ;
• other items affecting our forecasted level of expenditures and use of cash resources including potential acquisitions.
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We may be unable to raise additional funds or to enter into such agreements or arrangements on favorable terms, or at all.
−Removed: Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the COVID‑19 pandemic, the conflicts in Eastern Europe and the Middle East, and otherwise.
+Added: We filed (i) on February 28, 2024, a shelf registration statement on Form S-3 with the SEC that became effective on March 6, 2024 and allows us to undertake various equity and debt offerings up to $300.0 million;
+Added: and (ii) on March 6, 2024, a prospectus supplement to the shelf registration statement that covers the offering, issuance and sale of up to $125.0 million of our common stock from time to time through an “at-the-market” program under the Securities Act.
+Added: Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and disruptions to, and volatility in, the credit and financial markets in the United States and worldwide, the global geopolitical conflicts, and otherwise.
If we are unable to obtain adequate financing or financing on terms satisfactory to us, if we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges, or unforeseen circumstances could be significantly limited, and could have a material adverse effect on our business, financial condition, results of operations and prospects.
In addition, actual events involving limited liquidity or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.
−Removed: For example, the collapse of Silicon Valley Bank and other financial institutions in March 2023 has caused and could continue to cause instability in the global financial markets.
+Added: For example, the collapse of Silicon Valley Bank and other financial institutions in March 2023 has caused and could continue to cause volatility in the global financial markets.
Although we assess our banking relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect us, the financial institutions with which we have arrangements directly, or the financial services industry or economy in general.
−Removed: These factors could include, among others, events such as liquidity constraints or failures, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry.
−Removed: These factors could involve financial institutions or financial services industry companies with which we have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.
+Added: These factors could include, among others, events such as liquidity constraints or failures, disruptions or volatility in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry.
+Added: These factors could involve financial institutions or financial services industry companies with which we have financial or business relationships, but could also include factors involving financial markets or the
+Added: financial services industry generally.
Credit and banking costs, generally, may also be adversely impacted by these factors, resulting in higher costs for the Company.
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These changes include, among others, allowing third-party submission of prior art to the United States Patent and Trademark Office (“USPTO”) during patent prosecution and additional procedures to challenge the validity of a patent by USPTO administered post-grant proceedings, including post-grant review, inter partes review and derivation proceedings.
−Removed: The changes brought about by the AIA have not been extensively tested, and therefore increase the uncertainties and costs surrounding the prosecution of our patent applications
−Removed: and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
+Added: The changes brought about by the AIA have not been extensively tested, and therefore increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Various courts, including the U.S.
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We may not be able to protect our intellectual property rights throughout the world.
−Removed: Filing, prosecuting and defending patents on our Nautilus platform in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the United States.
+Added: Filing, prosecuting and defending patents on ou r Nautilus Voyager TM platform i n all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the United States.
The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States, and we and any future licensor may encounter difficulties in protecting and defending such rights in foreign jurisdictions.
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Any successful third-party challenge to our patents in this or any other proceeding could result in the unenforceability or invalidity of such patents, which may lead to increase d competition to our business, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
−Removed: In addition, if we or any future licensor initiates legal proceedings against a third party to enforce a patent covering our products, the defendant could counterclaim that such patent covering our products, as applicable, is invalid and/or unenforceable.
+Added: In addition, if we or any future
+Added: licensor initiates legal proceedings against a third party to enforce a patent covering our products, the defendant could counterclaim that such patent covering our products, as applicable, is invalid and/or unenforceable.
In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace.
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jurisdictions, such as opposition proceedings.
−Removed: Such proceedings could result in revocation of or amendment to our patents in such a way that they no longer
−Removed: cover and protect our products.
+Added: Such proceedings could result in revocation of or amendment to our patents in such a way that they no longer cover and protect our products.
With respect to the validity of our patents, for example, we cannot be certain that there is no invalidating prior art of which us, any future licensor, our patent counsel and the patent examiner were unaware during prosecution.
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If we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected, and our business could be harmed.
−Removed: We rely heavily on trade secrets and confidentiality agreements to protect our unpatented know-how, technology and other proprietary information, including parts of our Nautilus platform , and to maintain our competitive position.
+Added: We rely heavily on trade secrets and confidentiality agreements to protect our unpatented know-how, technology and other proprietary information, including parts of our Nautilus Voyager TM platform, and to maintain our competitive position.
However, trade secrets and know-how can be difficult to protect.
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In addition, courts outside the United States may be less willing to protect trade secrets.
−Removed: We also seek to preserve the integrity and confidentiality of our confidential proprietary information by maintaining physical security of our premises and physical and electronic security of our information technology systems, but it is possible that these security measures could be breached.
+Added: We also seek to preserve the integrity and confidentiality of our confidential proprietary information by maintaining physical security of our premises and physical and electronic security of our information technology systems, but it is possible that these
+Added: security measures could be breached.
If any of our confidential proprietary information were to be lawfully obtained or independently developed by a competitor or other third party, absent patent protection, we would have no right to prevent such competitor from using that technology or information to compete with us, which could harm our competitive position.
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Litigation may be necessary to defend against claims challenging ownership or inventorship of our or any future licensor’s ownership of our patents, trade secrets or other intellectual property.
−Removed: If we or any future licensor fails in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is im portant to our Nautilus platform , including our software, workflows, consumables and reagent kits.
+Added: If we or any future licensor fails in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is im portant to our Nautilus Voyager TM platform, including our software, workflows, consumables and reagent kits.
In such an event, we may be required to obtain licenses from third parties and such licenses may not be available on commercially reasonable terms or at all or may be non-exclusive.
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Any of the foregoing events could have a material adverse effect on our business, financial condition and results of operations.
−Removed: Patent terms may be inadequate to protect our competitive position on our Nautilus platform for an adequate amount of time.
+Added: Patent terms may be inadequate to protect our competitive position on our Nautilus Voyager TM platform for an adequate amount of time.
Patents have a limited lifespan.
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If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new products in the future.
−Removed: We may identify third-party technology that we may need to license or acquire in order to develop or commercialize our products or technologies, including our Nautilus platform .
+Added: We may identify third-party technology that we may need to license or acquire in order to develop or commercialize our products or technologies, including our Nautilus Voyager TM platform.
However, we may be unable to secure such licenses or acquisitions.
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Our success depends upon our ability to successfully enforce and defend our own intellectual property rights, and to defend ourselves from claims that we infringe the intellectual property rights of others.
−Removed: Our products could have unknown defects or errors, which may give rise to claims against us and adversely affect market adoption of our Nautilus platform.
−Removed: Our Nautilus platform utilizes novel and complex technology applied on a microscopic scale, using key components that are not amenable to full characterization or quality assessment using conventional techniques or instrumentation, and such systems may develop or contain undetected defects or errors.
−Removed: We cannot assure you that material performance problems, defects or errors will not arise, and as we increase the density and integration of our Nautilus platform , these risks may increase.
−Removed: We expect to provide warranties that our Nautilus platform will meet performance expectations or be free from defects.
+Added: Our products could have unknown defects or errors, which may give rise to claims against us and adversely affect market adoption of our Nautilus Voyager TM platform.
+Added: Our Nautilus Voyager TM platform utilizes novel and complex technology applied on a microscopic scale, using key components that are not amenable to full characterization or quality assessment using conventional techniques or instrumentation, and such systems may develop or contain undetected defects or errors.
+Added: We cannot assure you that material performance problems, defects or errors will not arise, and as we increase the density and integration of our Nautilus Voyager platform, these risks may increase.
+Added: We expect to provide warranties that our Nautilus Voyager platform will meet performance expectations or be free from defects.
The costs incurred in correcting any defects or errors may be substantial and could adversely affect our operating margins.
−Removed: In manufacturing our Nautilus platform , we depend upon third parties for the supply of various components.
+Added: In manufacturing our Nautilus Voyager platform, we depend upon third parties for the supply of various components.
Many of these components require a significant degree of technical expertise to produce.
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While this regulatory classification is exempt from certain FDA requirements, such as the need to submit a premarket notification commonly known as a 510(k) application, and some of the requirements of the FDA’s Quality System Regulation (the “QSR”), which include compliance with FDA regulations for labeling, inspections by the FDA, complaint evaluation, corrections and removals reporting, promotional restrictions, reporting adverse events or malfunctions for our products, and general prohibitions against misbranding and adulteration.
−Removed: The FDA’s new Quality Management System Regulation (“QMSR”), which incorporates by reference certain requirements under ISO 13485, will go into effect on February 2, 2026.
+Added: The FDA’s new Quality Management System Regulation (“QMSR”), effective February 2, 2026, incorporates by reference certain requirements under ISO 13485.
In addition, we may in the future submit 510(k) premarket notification applications to the FDA to obtain FDA clearance of certain of our products on a selective basis.
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Notwithstanding the effort and expense, FDA clearance or approval could be denied for some or all of our products for which we choose to market as a medical device or a clinical diagnostic device.
−Removed: Even if we were to seek and obtain regulatory approval or clearance, it may not be for the intended uses we request or that we believe are important or commercially attractive.
+Added: Even if we were to seek and obtain regulatory approval or clearance, it may not be for the intended uses we
+Added: request or that we believe are important or commercially attractive.
There can be no assurance that future products for which we may seek premarket clearance or approval will be cleared or approved by the FDA or a comparable foreign regulatory authority on a timely basis, if at all, nor can there be assurance that labeling claims will be consistent with our anticipated claims or adequate to support continued adoption of such products.
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The lengthy and unpredictable premarket clearance or approval process, as well as the unpredictability of the results of any required clinical studies, may result in our failing to obtain regulatory clearance or approval to market such products, which would significantly harm our business, results of operations, reputation, and prospects.
−Removed: If w e sought and received regulatory clearance or approval for certain of our products, we would be subject to ongoing FDA obligations and continued regulatory oversight and review, including the general controls listed above and the FDA’s QSRs for our development and manufacturing operations.
+Added: If w e sought and received regulatory clearance or approval for certain of our products, we would be subject to ongoing FDA obligations and continued regulatory oversight and review, including the general controls listed above and the FDA’s QMSRs for our development and manufacturing operations.
In addition, we may be required to obtain a new 510(k) clearance before we could introduce subsequent modifications or improvements to such products.
We could also be subject to additional FDA post-marketing obligations for such products, any or all of which would increase our costs and divert resources away from other projects.
−Removed: If we sought and received regulatory clearance or approval and are not able to maintain regulatory compliance with applicable laws, we could be prohibited from marketing our products for use as, or in the performance of, clinical diagnostics and/or could be subject to
−Removed: enforcement actions, including warning letters and adverse publicity, fines, injunctions, and civil penalties;
+Added: If we sought and received regulatory clearance or approval and are not able to maintain regulatory compliance with applicable laws, we could be prohibited from marketing our products for use as, or in the performance of, clinical diagnostics and/or could be subject to enforcement actions, including warning letters and adverse publicity, fines, injunctions, and civil penalties;
recall or seizure of products;
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As a result, the time required to obtain clearances or approvals outside the United States may differ from that required to obtain FDA clearance or approval and we may not be able to obtain foreign regulatory approvals on a timely basis or at all.
−Removed: Following Brexit, medical device products entering the U.K.
−Removed: market will have to comply with the regulatory requirements of the Medicines and Healthcare products Regulatory Agency (the “MHRA”), including the new UK Medical Device Regulations .
−Removed: In December 2024, the MHRA published a revised roadmap towards the future regulatory framework for medical devices and updating the intended timelines to implement future medical device regulations.
These foreign regulations and any future requirements that may be implemented by regulatory authorities will increase the difficulty of obtaining and maintaining regulatory approvals and compliance in Europe in the future.
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If our products become subject to FDA regulation, the regulatory clearance or approval and the maintenance of continued and post-market regulatory compliance for such products will be expensive, time-consuming, and uncertain both in timing and in outcome.
−Removed: We do not currentl y expect our Nautilus platform to be subject to the clearance or approval of the FDA, as it is not intended to be used for the diagnosis, treatment or prevention of disease.
+Added: We do not currentl y expe ct our Nautilus Voyager TM platform to b e subject to the clearance or approval of the FDA, as it is not intended to be used for the diagnosis, treatment or prevention of disease.
However, as we expand our product line and the applications and uses of our current or products into new fields, certain of our future products could become subject to regulation by the FDA, or comparable international agencies, including requirements for regulatory clearance or approval of such products before they can be marketed.
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For example, our customers may independently elect to use our RUO labeled products in their own laboratory developed tests (“LDTs”) for clinical diagnostic use.
−Removed: While the FDA has traditionally exercised enforcement discretion with LDTs, the FDA could take the view that our sale of our RUO labeled products were made with the knowledge that the products will be used as medical devices, and could therefore subject our products to government regulation, and the regulatory clearance or approval and maintenance process for such products may be uncertain, expensive, and time-consuming.
Regulatory requirements related to marketing, selling, and distribution of RUO products could change or be uncertain, even if clinical uses of our RUO products by our customers were done without our consent.
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In May 2024, FDA issued a final rule that amends FDA’s regulations to make explicit that in vitro diagnostics (“IVDs”) are devices under the Federal Food, Drug, and Cosmetic Act, including when the manufacturer of the IVD is a laboratory, and phases out its enforcement discretion for LDTs.
−Removed: Multiple lawsuits have been filed against FDA, challenging this FDA final rule, including lawsuits filed by the American Clinical Laboratory Association and the Association for Molecular Pathology.
+Added: On March 31, 2025, the U.S.
+Added: District Court for the Eastern District of Texas vacated and set aside the FDA LDT Final Rule in its entirety.
Further, in June 2024, the U.S.
Supreme Court overruled the Chevron doctrine, which gives deference to regulatory agencies’ statutory interpretations in litigation against federal government agencies, such as the FDA, where the law is ambiguous.
−Removed: This landmark Supreme Court decision may invite more companies and other stakeholders to bring lawsuits against the FDA to challenge FDA’s statutory interpretations, including its decision to regulate LDTs as medical devices.
−Removed: These judicial challenges can lead to uncertainties in the industry.
−Removed: We cannot predict the full impact of the LDT final rule and ongoing litigation against the FDA on us or the industry in general.
−Removed: Any restrictions on LDTs by the FDA, Congress, or regulatory authorities may decrease the demand for our products.
+Added: This landmark Supreme Court decision may invite more companies and other stakeholders to bring lawsuits against the FDA to challenge FDA’s statutory interpretations, which can lead to uncertainties in the industry .
The adoption of new restrictions on RUO products, whether by the FDA or Congress, could adversely affect demand for our specialized reagents and instruments.
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Further, sales of devices for diagnostic purposes may subject us to additional healthcare regulation and enforcement by the applicable government agencies.
−Removed: Such laws include, without limitation, state and federal anti-kickback or anti-referral laws, healthcare fraud and abuse laws, false claims laws, privacy and security laws, the Physician Payments Sunshine Act and related transparency and manufactu rer reporting laws, and other laws and regulations applicable to medical device manufacturers.
−Removed: If our operations are found to be in violation of any applicable FDA or healthcare laws and regulations, we may be subject to penalties, monetary damages, disgorgement, imprisonment, the curtailment or restructuring of our operations, loss of eligibility to obtain clearance or approvals from the FDA, fees from regulators, fines, significant settlements or judgments, or exclusion from participation in government contracting, healthcare reimbursement or other government programs, including Medicare and Medicaid, or other restrictions on our operations,
−Removed: any of which could adversely impact our financial results.
+Added: Such laws include, without limitation, state and federal anti-kickback or anti-referral laws, healthcare fraud and abuse laws, false claims laws, privacy and security laws, the Physician Payments Sunshine Act and related transparency and
+Added: manufactu rer reporting laws, and other laws and regulations applicable to medical device manufacturers.
+Added: If our operations are found to be in violation of any applicable FDA or healthcare laws and regulations, we may be subject to penalties, monetary damages, disgorgement, imprisonment, the curtailment or restructuring of our operations, loss of eligibility to obtain clearance or approvals from the FDA, fees from regulators, fines, significant settlements or judgments, or exclusion from participation in government contracting, healthcare reimbursement or other government programs, including Medicare and Medicaid, or other restrictions on our operations, any of which could adversely impact our financial results.
Any action against us for an alleged or suspected violation by a private party or governmental agency could cause us to incur significant legal expenses, adversely impact our reputation, and could divert our management’s attention from the operation of our business, even if our defense is successful.
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These circumstances may include written or verbal sales and marketing claims or links to articles regarding a product’s performance in clinical applications and a manufacturer’s provision of technical support for clinical applications.
−Removed: Changes in the leadership of FDA and other federal agencies under the new Trump administration may lead to changes in policies and regulations that can impact our industry.
−Removed: Even if the FDA does not modify its policy of enforcement discretion, whether due to changes in FDA policy or legislative action, the FDA may disagree with the marketing of our current products in the United States.
−Removed: We may also be required to conduct clinical studies to support our currently marketed products or planned product launches.
−Removed: If we are required to conduct such clinical trials or to obtain regulatory authorization, delays in the commencement of our product launches or our changes to our current marketing strategy could significantly increase our costs and delay our commercialization plans, which could harm our financial prospects.
+Added: Changes in the leadership of FDA and other federal agencies under the Trump administration, including mass layoffs and potential changes in future policies and regulations that can impact our industry, have resulted in significant uncertainties in the industry, including product developers and businesses of customers who use our products.
+Added: Reduction in federal funding for research could negatively impact our customers and thus reduce the demand for our products.
+Added: To the extent we are required to conduct clinical trials or to obtain regulatory authorization for our marketed products or future products due to changes in the regulatory requirements, delays in the commencement of our product launches or our changes to our current marketing strategy could significantly increase our costs and delay our commercialization plans, which could harm our financial prospects.
We are currently subject to, and may in the future become subject to additional, U.S.
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Florida, Montana, Oregon and Texas have enacted similar laws that took effect in 2024;
−Removed: Tennessee, Delaware, Iowa, Maryland, Minnesota, New Hampshire, Nebraska and New Jersey have enacted similar laws that have taken or will take effect in 2025;
−Removed: and Indiana, Rhode Island and Kentucky have enacted similar laws that will take effect in 2026.
+Added: Tennessee, Delaware, Iowa, Maryland, Minnesota, New Hampshire, Nebraska and New Jersey have enacted similar laws that took effect in 2025;
+Added: and Indiana, Rhode Island and Kentucky have enacted similar laws that have taken effect in 2026.
Additionally, certain other state laws govern the privacy and security of health information in certain circumstances, such as Washington’s My Health, My Data Act, which contains a private right of action.
These new state laws will require ongoing compliance efforts and investment.
−Removed: In addition, laws in all 50 U.S.
−Removed: states require businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach.
−Removed: State laws are changing rapidly and there is discussion in the U.S.
+Added: addition, laws in all 50 U.S.
+Added: states require businesses to provide notice to consumers whose personal information has been disclosed or otherwise processed as a result of a data breach.
+Added: State laws are changing rapidly.
+Added: Department of Justice also has issued rules regarding certain bulk sensitive personal data transfers, and there is discussion in the U.S.
Congress of comprehensive federal data privacy legislation.
−Removed: It is possible that these or other laws, regulations, or other actual or asserted obligations relating to privacy or security matters may be interpreted and applied in a manner that is inconsistent with our
+Added: It is possible that these or other laws, regulations, or other actual or asserted obligations relating to privacy or security matters, or otherwise relating to the collection, use, transfer, or other processing of personal information, may be interpreted and applied in a manner that is inconsistent with our practices.
If so, this could result in government-imposed fines or orders requiring that we change our practices, which could adversely affect our business.
6 unchanged sentences
Such a notice could harm our reputation and our ability to compete.
−Removed: We are in the process of evaluating compliance needs but do not currently have in place formal policies and procedures related to the storage, collection and processing of information, and have not conducted internal or external data privacy audits to fully assess our compliance with all applicable data protection laws and regulations.
−Removed: Additionally, we do not currently have policies and procedures in place for assessing our third-party vendors’ compliance with applicable data protection laws and regulations.
−Removed: All of these evolving compliance and operatio nal requirements impose significant costs, such as costs related to organizational changes, implementing additional protection technologies, training employees and engaging consultants, which are likely to increase over time.
+Added: While we have implemented policies and contractual safeguards to ensure compliance with U.S.
+Added: and foreign privacy laws and data transfer regulations, the complex and evolving landscape of privacy and data security laws and regulations both domestically and internationally, including the evolving compliance and operatio nal requirements for such laws and regulations, impose significant costs, such as costs related to organizational changes, implementing additional protection technologies, training employees and engaging consultants, which are likely to increase over time.
In addition, such requirements may require us to modify our data processing practices and policies, which may distract management or divert resources from other initiatives and projects, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
−Removed: Any failure or perceived failure by us or our third-party vendors, collaborators, contractors or consultants to comply with any applicable federal, state or similar foreign laws and regulations, contractual obligations or any other actual or asserted obligations relating to data privacy and security could result in damage to our reputation, as well as claims, demands, proceedings or litigation by governmental agencies or other third parties, including class action privacy litigation in certain jurisdictions, which would subject us to significant fines, sanctions, awards, penalties, judgments and other liabilities, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
+Added: Any failure or perceived failure by us or our third-party vendors, collaborators, contractors or consultants to comply with any applicable federal, state or similar foreign laws and regulations, contractual obligations or any other actual or asserted obligations relating to privacy, security, or the collection, use, transfer, or other processing of personal information could result in damage to our reputation, as well as claims, demands, proceedings or litigation by governmental agencies or other third parties, including class action privacy litigation in certain jurisdictions, which would subject us to significant fines, sanctions, awards, penalties, judgments and other liabilities, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our use of artificial intelligence and machine learning technologies may result in reputational harm or liability.
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These and other developments may require us to make significant changes to our use of AIML, including by limiting or restricting our use of AIML, and may require us to make significant changes to our policies and practices, which may necessitate expenditure of significant time, expense, and other resources, AIML also presents emerging ethical issues, and if our use of AIML becomes controversial, we may experience brand or reputational harm.
−Removed: If we commercialize our Nautilus platform outside of the United States, our international business could expose us to business, tax, regulatory, political, operational, financial, and economic risks associated with doing business outside of the United States.
−Removed: If we commercialize our Nautilus platform outside of the United States, our international business may be adversely affected by changing economic, political and regulatory conditions in foreign countries, as well as changes resulting from new political administrations in the United States.
+Added: If we commercialize our Nautilus Voyager TM platform outside of the United States, our international business could expose us to business, tax, regulatory, political, operational, financial, and economic risks associated with doing business outside of the United States.
+Added: If we commercialize our Nautilus Voyager TM platform outside of the United States, our international business may be adversely affected by changing economic, political and regulatory conditions in foreign countries, as well as changes resulting from new political administrations in the United States.
Engaging in international business inherently involves a number of difficulties and risks, including:
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• foreign currency exchange, longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
−Removed: • political and economic instability;
+Added: • political and economic volatility;
• changes in social, economic, and political conditions or in laws, regulations and policies governing foreign trade, tariffs, intellectual property, manufacturing, research and development, and investment both domestically as well as in the other countries and jurisdictions in which we operate and into which we may sell our products including as a result of the separation of the United Kingdom from the European Union (Brexit);
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While the Company’s platform would not be not included under the current IFR, given the platform’s anticipated ability to generate large proteomic datasets, future BIS or other government regulations could potentially encompass our products and/or negatively impact our ability to export those products to certain countries and markets.
−Removed: In addition, if we commercialize our Nautilus platform outside of the United States, we may rely on distributors for sales of our Nautilus platform and related products.
+Added: In addition, if we commercialize our Nautilus Voyager platform outside of the United States, we may rely on distributors for sales of our Nautilus Voyager platform and related products.
To do so we must attract distributors and maintain distributors to maximize the commercial opportunity for our platform.
There is no guarantee that we will be successful in attracting or retaining desirable sales and distribution partners or that we will be able to enter into such arrangements on favorable terms.
−Removed: Distributors may not commit the necessary resources to market and sell our Nautilus platform and related products to the level of our expectations or may choose to favor marketing the products of our competitors.
+Added: Distributors may not commit the necessary resources to market and sell our Nautilus Voyager platform and related products to the level of our expectations or may choose to favor marketing the products of our competitors.
If current or future distributors do not perform adequately, or we are unable to enter into effective arrangements with distributors in particular geographic areas, we may not realize long-term international revenue growth and our financial results will suffer.
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We are subject to the U.S.
−Removed: Foreign Corrupt Practices Act, or the FCPA, and similar anti-corruption laws which generally prohibit companies, their employees, agents, representatives, business partners, and third-party intermediaries from authorizing, offering, or
−Removed: providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.
+Added: Foreign Corrupt Practices Act, or the FCPA, and similar anti-corruption laws which generally prohibit companies, their employees, agents, representatives, business partners, and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.
Specifically, the FCPA which prohibits corporations and individuals from paying, offering to pay, or authorizing the payment of anything of value to any foreign government official, government staff member, political party, or political candidate in an attempt to obtain or retain business or to otherwise influence a person working in an official capacity.
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In particular, sales, marketing and business arrangements in the health care industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices.
−Removed: These laws and regulations may restrict or prohibit a
−Removed: wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements.
+Added: These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements.
Misconduct by these parties could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation.
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Cybersecurity risks are constantly evolving, and as such, we anticipate additional work and expense in the future as we continue to further enhance our security processes and initiatives to meet the changing landscape of cybersecurity risks.
−Removed: While cyber insurance may be available for companies, any available insurance for cyber events, may be limited in amount, subject to deductibles, and may not be adequate to cover us for all costs arising from security incidents.
+Added: While cyber insurance may be available for companies, any available
+Added: insurance for cyber events, may be limited in amount, subject to deductibles, and may not be adequate to cover us for all costs arising from security incidents.
Given increasing cybersecurity risks, cyber insurance may not be available to us in the future, or may not be available on commercially reasonable terms.
2 unchanged sentences
Methods of attacks on information technology systems and attempting or effecting data security breaches and incidents change frequently, are increasingly complex and sophisticated, including social engineering and phishing scams, and can originate from a wide variety of sources.
−Removed: addition to traditional computer “hackers,” malicious code, such as viruses and worms, employee theft or misuse, denial-of-service attacks and sophisticated nation-state and nation-state supported actors now engage in attacks, including advanced persistent threat intrusions.
+Added: In addition to traditional computer “hackers,” malicious code, such as viruses and worms, employee theft or misuse, denial-of-service attacks and sophisticated nation-state and nation-state supported actors now engage in attacks, including advanced persistent threat intrusions.
Despite our efforts to create security barriers to such threats, it is virtually impossible for us to entirely mitigate these risks.
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As of December 31, 2025, we had 130 employees.
−Removed: While in the first quarter of 2025 we began implementing workforce reductions, to execute our anticipated growth successfully, we must continue to attract and retain qualified personnel and manage and train them effectively.
−Removed: Developing and commercializing our Nautilus platform will require us to hire and retain scientific, sales and marketing, software, manufacturing, customer service, distribution and quality assurance personnel.
−Removed: In addition, we expect that we will need to hire additional accounting, finance and other personnel as a public company and as we begin commercialization.
+Added: While in the first quarter of 2025 we implemented our workforce reductions, to execute our anticipated growth successfully, we must continue to attract and retain qualified personnel and manage and train them effectively.
+Added: Developing and commercializing our Nautilus Voyager TM platform will require us to hire and retain scientific, sales and marketing, software, manufacturing, customer service, distribution and quality assurance personnel.
+Added: In addition, we expect that we will need to hire
+Added: additional accounting, finance and other personnel as a public company and as we begin commercialization.
As a public company, our management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements and effectively manage our expected growth activities.
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Because of the complex and technical nature of our system and the dynamic market in which we compete, any failure to attract and retain a sufficient number of qualified employees could materially harm our ability to develop and commercialize our technology.
−Removed: Workforce reductions, such as the workforce reduction we began implementing during the first quarter of 2025, may be negatively received by potential or current employees and accordingly result in attrition or difficulty in recruiting desirable candidates.
+Added: Workforce reductions, such as the workforce reduction implemented during the first quarter of 2025, may be negatively received by potential or current employees and accordingly result in attrition or difficulty in recruiting desirable candidates.
As part of our retention and incentive efforts, in addition to salary and cash incentives, we have issued stock options that vest over time.
2 unchanged sentences
We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.
−Removed: We may in the future seek to acquire or invest in businesses, applications or technologies that we believe could complement or expand our Nautilus platform or future products, enhance our technical capabilities or otherwise offer growth opportunities.
+Added: We may in the future seek to acquire or invest in businesses, applications or technologies that we believe could complement or expand o ur Nautilus Voyager TM platform o r future products, enhance our technical capabilities or otherwise offer growth opportunities.
The pursuit of potential acquisitions may divert the attention of our management and cause us to incur various costs and expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.
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Unfavorable U.S.
−Removed: or global economic conditions as a result of multiple global events, including the COVID-19 pandemic, the conflicts in Eastern Europe and the Middle East, changing interest rates, instability in the global financial markets, and general economic downturns, could adversely affect our ability to raise capital and our business, results of operations and financial condition.
−Removed: While the potential economic impact brought by multiple adverse global circumstances, such as the COVID-19 pandemic, conflicts in Eastern Europe and the Middle East, potential uncertainty related to Taiwan and its relationship with China, changing interest rates and general economic downturns, and the collapse of Silicon Valley Bank and other financial institutions in March 2023, and related instability in the global financial markets, are difficult to assess or predict, both as to magnitude and duration, these events have resulted in, and may continue to result in, extreme volatility and disruptions in the capital and credit markets, reducing our ability to raise additional capital through equity, equity-linked or debt financings, which could negatively impact our short-term and long-term liquidity and our ability to operate in accordance with our operating plan, or at all.
−Removed: Additionally, these events have resulted, and in the future may result, in disruptions in our supply chains or the supply chains of those entities providing services or products to us, restrictions in our ability to deploy our workforce in our own facilities, locally, nationally or internationally, restrictions on the
−Removed: operating capacity of the laboratories or research facilities of our customers, decreases in government funding of research and development, or changes to programs that provide funding to research laboratories that may have the impact of redirecting funding to other areas of research, or prolonging or delaying funding cycles, any of which could adversely impact our ability to manufacture and sell our products.
+Added: or global economic conditions as a result of multiple global events, including global pandemics, geopolitical conflicts, such as the conflicts in Eastern Europe and the Middle East, changing tariff environments, potential trade wars and embargoes, changing interest rates, instability in the global financial markets, and general economic downturns, could adversely affect our ability to raise capital and our business, results of operations and financial condition.
+Added: While the potential economic impact brought by multiple adverse global circumstances, such as the global pandemics, geopolitical conflicts such as the conflicts in Eastern Europe and the Middle East, potential uncertainty related to Taiwan and its relationship with China, changing tariff environments and potential for trade wars and embargoes, changing interest rates and general economic downturns, and related volatility in the global financial markets, are difficult to assess or predict, both as to magnitude and duration, these events have resulted in, and may continue to result in, extreme volatility and disruptions in the capital and credit markets, reducing our ability to raise additional capital through equity, equity-linked or debt financings, which could negatively impact our short-term and long-term liquidity and our ability to operate in accordance with our operating plan, or at all.
+Added: Additionally, these events have resulted, and in the future may result, in disruptions in our supply chains or the supply chains of those entities providing services or products to us, restrictions in our ability to deploy our workforce in our own facilities, locally, nationally or internationally, restrictions on the operating capacity of the laboratories or research facilities of our customers, decreases in government funding of research and development, or changes to programs that provide funding to research laboratories that may have the impact of redirecting funding to other areas of research, or prolonging or delaying funding cycles, any of which could adversely impact our ability to manufacture and sell our products.
Moreover, our results of operations could be adversely affected by general conditions in the global economy and financial markets.
−Removed: A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our Nautilus platform and our ability to raise additional capital when needed on favorable terms, if at all.
+Added: A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our Nautilus Voyager TM platform and our ability to raise additional capital when needed on favorable terms, if at all.
A weak or declining economy could strain our customers’ budgets or cause delays in their payments to us.
As a result of such events, we or our contractors, partners and/or suppliers could experience shortages, business disruptions or delays for materials sourced or manufactured in countries affected by such events, and their ability to supply us with services or components may be adversely affected.
−Removed: In addition, our contractors and suppliers have raised and may continue to raise prices for goods and services we employ in our research and development efforts and for components or materials used in our Nautilus platform.
+Added: In addition, our contractors and suppliers have raised and may continue to raise prices for goods and services we employ in our research and development efforts and for components or materials used in our Nautilus Voyager platform.
Tariffs imposed upon products and materials used in manufacturing our products, or responsive tariffs imposed upon our exported products could impact our costs of manufacturing and ability to sell products in foreign countries, which could have a negative impact on our business.
+Added: On February 20, 2026, the Supreme Court ruled against President Trump’s use of the International Emergency Economic Powers Act, or IEEPA, to impose tariffs on global trade partners.
+Added: The case has been returned to the Court of International Trade for reconsideration in accordance with the Supreme Court ruling, and thus, the impact of this decision on previous tariffs is not yet clear.
+Added: In addition, President Trump has already stated that he will impose new tariffs under different authorities including Section 122.
Further, changes in U.S.
2 unchanged sentences
Further, as of December 31, 2025, we had cash, cash equivalents and investments of $156.1 million, consisting of U.S.
−Removed: treasury securities, mutual funds, commercial paper, and agency securities.
+Added: treasury securities, mutual funds, corporate debt securities, commercial paper, and agency securities.
Any default by the U.S.
1 unchanged sentence
Any of the foregoing could harm our business, financial condition and results of operations, and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our ability to raise capital, business, results of operations and financial condition.
−Removed: Global supply chain interruptions could adversely affect our ability to develop and commercialize our products .
−Removed: We may be subject to supply chain interruptions.
−Removed: Current or future supply chain interruptions that could be exacerbated by global political tensions, such as the situation in Eastern Europe, increased conflict in the Middle East, uncertainty related to Taiwan and its relationship with China, and resurgent or new global pandemics could negatively impact our ability to further develop our products or to manufacture and deliver our products or services, which could negatively impact our timelines and business results.
−Removed: For example, we have experienced some supply disruptions due to the COVID-19 pandemic, including closures at certain chip manufacturers, which led to extended lead times for certain chips;
−Removed: diversion of certain lab materials needed to support COVID-19 relief efforts;
−Removed: and lower availability of certain reagents, and delays similar to those we experienced during the COVID-19 pandemic could impact us if they recur or are exacerbated due to the situations in Eastern Europe and/or the Middle East.
−Removed: Further, there is currently significant uncertainty about the future relationship between the United States and various other countries, most significantly China, with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations.
−Removed: government has made and continues to make significant additional changes in U.S.
−Removed: trade policy and may continue to take future actions that could negatively impact U.S.
−Removed: For example, legislation has been introduced in Congress to limit certain U.S.
−Removed: biotechnology companies from using equipment or services produced or provided by select Chinese biotechnology companies, and others in Congress have advocated for the use of existing executive branch authorities to limit those Chinese service providers’ ability to engage in business in the U.S.
−Removed: We cannot predict what actions may ultimately be taken with respect to trade relations between the United States and China or other countries, what products and services may be subject to such actions or what actions may be taken by the other countries in retaliation.
−Removed: If we are unable to obtain or use services from existing service providers or become unable to export or sell our products to any of our customers or service providers, our business, liquidity, financial condition, and/or results of operations would be materially and adversely affected.
If our facilities become unavailable or inoperable, our research and development program and commercialization launch plan could be adversely impacted and manufacturing of our instruments and consumables could be interrupted.
Our Seattle, Washington, facility primarily houses our corporate executive team and our software development operations, while our facilities in San Carlos and San Diego, California primarily house our research and development teams.
−Removed: Our facilities in Seattle, San Carlos and San Diego are vulnerable to natural disasters, public health crises, including the impact of the COVID-19 pandemic, and other catastrophic events.
+Added: Our facilities in Seattle, San Carlos and San Diego are vulnerable to natural disasters, public health crises, and other catastrophic events.
For example, our San Carlos and San Diego facilities are located near earthquake fault zones and are vulnerable to damage from earthquakes as well as other types of disasters, including fires, floods, power loss, communications failures and similar events.
1 unchanged sentence
If our facilities become unavailable for any reason, we cannot provide assurances that we will be able to secure alternative facilities with the necessary capabilities and equipment on acceptable terms, if at all.
−Removed: We may encounter particular difficulties in replacing our San Carlos facilities given the specialized
−Removed: equipment housed within it.
+Added: We may encounter particular difficulties in replacing our San Carlos facilities given the specialized equipment housed within it.
The inability to manufacture our instruments or consumables, combined with our limited inventory of manufactured instruments and consumables, may result in the loss of future customers or harm our reputation, and we may be unable to re-establish relationships with those customers in the future.
−Removed: If our research and development program or planned commercialization program were disrupted by a disaster or catastrophe, the launch of new products, including our Nautilus platform , and the timing of improvements to our products could be significantly delayed and could adversely impact our ability to compete with other available products and solutions.
+Added: If our research and development program or planned commercialization program were disrupted by a disaster or catastrophe, the launch of new products, including our Nautilus Voyager TM platform, and the timing of improvements to our products could be significantly delayed and could adversely impact our ability to compete with other available products and solutions.
If our capabilities are impaired, we may not be able to manufacture and ship our products in a timely manner, which would adversely impact our business.
4 unchanged sentences
We cannot eliminate the risk of accidental contamination or discharge and any resultant injury from these materials.
−Removed: In addition, our Nautilus platform involves the use of a high-powered laser system, which could result in injury.
+Added: In addition, our Nautilus Voyager platform involves the use of a high-powered laser system, which could result in injury.
We may be sued for any injury or contamination that results from our use or the use by third parties of these materials.
3 unchanged sentences
Prior to the Business Combination, there was no public trading market for Legacy Nautilus’ Common Stock.
−Removed: Although our Common Stock is listed on the Nasdaq Global Select Market, the market for our shares has demonstrated varying levels of trading activity.
+Added: Although our Common Stock is listed on the Nasdaq Capital Market, the market for our shares has demonstrated varying levels of trading activity.
If an active trading market does not develop, or develops but is not maintained, you may have difficulty selling any of our Common Stock due to the limited public float.
24 unchanged sentences
• general economic, industry and market conditions;
−Removed: • the COVID-19 pandemic, natural disasters or major catastrophic events.
−Removed: Recently, stock markets in general, and the market for life sciences technology companies in particular, have experienced significant price and volume fluctuations that have often been unrelated or disproportionate to changes in the operating performance of the companies whose stock is experiencing those price and volume fluctuations, particularly in light of the COVID-19 pandemic.
+Added: • global pandemics, natural disasters or major catastrophic events.
+Added: Recently, stock markets in general, and the market for life sciences technology companies in particular, have experienced significant price and volume fluctuations that have often been unrelated or disproportionate to changes in the operating performance of the companies whose stock is experiencing those price and volume fluctuations.
Broad market and industry factors may seriously affect the market price of our Common Stock, regardless of our actual operating performance.
3 unchanged sentences
Securities litigation could result in substantial costs and divert management’s attention and resources from our business.
−Removed: There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
−Removed: If Nasdaq delists our shares of Common Stock from trading on its exchange for failure to meet Nasdaq’s listing standards, we and our stockholders could face significant material adverse consequences including:
−Removed: • a limited availability of market quotations for our securities;
−Removed: • reduced liquidity for our securities;
−Removed: • a determination that our Common Stock is a “penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
−Removed: • a limited amount of new and analyst coverage;
−Removed: • a decreased ability to issue additional securities or obtain additional financing in the future.
+Added: If we do not continue to satisfy the Nasdaq continued listing requirements, our Common Stock could be delisted from Nasdaq.
+Added: Our ability to publicly or privately sell equity securities and the liquidity of our Common Stock could be adversely affected if our Common Stock is delisted.
+Added: We must continue to satisfy the Nasdaq Capital Market’s continued listing requirements, including, among other things, a minimum closing bid price requirement of $1.00 per share for 30 consecutive business days.
+Added: If a company fails for 30 consecutive business days to meet the $1.00 minimum closing bid price requirement, The Nasdaq Stock Market LLC (“Nasdaq”) will send a deficiency notice to the company, advising that it has been afforded a “compliance period” of 180 calendar days to regain compliance with the applicable requirements.
+Added: A delisting of our common stock from the Nasdaq Capital Market could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock.
+Added: In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors and employees.
+Added: On May 1, 2025, we received a letter from the Listing Qualifications Staff (“Staff”) of Nasdaq indicating that, based upon the closing bid price of shares of our Common Stock for the 30 consecutive business day period between March 19, 2025, through April 30, 2025, we did not meet the Minimum Bid Price Requirement for continued listing on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1).
+Added: On November 3, 2025, the Staff notified us that since the Company’s stock had achieved a closing bid price of greater than $1.00 for at least 10 consecutive business days, that we had regained compliance with the Nasdaq listing requirements.
+Added: If the closing bid price of our Common Stock should fall below $1 for 30 consecutive business days in the future, we could again fail to meet the Minimum Bid Price Requirement for continued listing on the Nasdaq Capital Market and face a risk of delisting.
+Added: Even though we have regained compliance with the Nasdaq Capital Market’s minimum closing bid price requirement, there is no guarantee that we will remain in compliance with such listing requirements or other listing requirements in the future.
+Added: Any failure to maintain compliance with continued listing requirements of the Nasdaq Capital Market could result in delisting of our common stock from the Nasdaq Capital Market and negatively impact our company and holders of our common stock, including by reducing the willingness of investors to hold our common stock because of the resulting decreased price, liquidity and trading of our common stock, limited availability of price quotations and reduced news and analyst coverage.
+Added: Delisting may adversely impact the perception of our financial condition, cause reputational harm with investors, our employees and parties conducting business with us and limit our access to debt and equity financing.
Our principal stockholders and management own a significant percentage of our Common Stock and will be able to exercise significant influence over matters subject to stockholder approval.
−Removed: As of December 31, 2024, our directors, executive officers, holders of more than 5% of our outstanding shares of Common Stock and their respective affiliates beneficially owned, collectively, approximately 68.7% of the outstanding shares of Common Stock.
+Added: As of December 31, 2025, our directors, executive officers, holders of more than 5% of our outstanding shares of Common Stock and their respective affiliates beneficially owned, collectively, approximately 68.8% of the outstanding shares of our Common Stock.
As a result, these stockholders, if they act together, may significantly influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.
8 unchanged sentences
We will have broad discretion to use the net proceeds to us from our “at the market” equity offering program, and investors will be relying solely on the judgment of our board of directors and management regarding the application of these proceeds.
−Removed: Although we expect to use the net proceeds from our “at the market” equity offering program for general corporate purposes and working capital, including for continued product development of our Nautilus platform other research and development activities, and commercialization of our Nautilus platform, we have not allocated these net proceeds for specific purposes.
+Added: Although we expect to use the net proceeds from our “at the market” equity offering program for general corporate purposes and working capital, including for continued product development of our Nautilus Voyager TM platform other research and development activities, and commercialization of our Nautilus Voyager platform, we have not allocated these net proceeds for specific purposes.
Investors will not have the opportunity, as part of their investment decision, to assess whether the proceeds are being used appropriately.
11 unchanged sentences
The foregoing shall not apply to any claims under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).
−Removed: In addition, unless we give an Alternative Forum Consent, the federal district courts of the United States shall be the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act against any person in connection with any offering of the Company’s securities, including any auditor, underwriter, expert, control person or other defendant.
+Added: In addition, unless we give an Alternative Forum Consent, the federal district courts of the United States shall be the sole and exclusive forum for resolving any
+Added: action asserting a claim arising under the Securities Act against any person in connection with any offering of the Company’s securities, including any auditor, underwriter, expert, control person or other defendant.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions.
5 unchanged sentences
Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions.
−Removed: Further, in the event a court finds either exclusive forum provision contained in our bylaws to be unenforceable or
−Removed: inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our results of operations.
+Added: Further, in the event a court finds either exclusive forum provision contained in our bylaws to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our results of operations.
Delaware law and provisions in our certificate of incorporation and bylaws might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Common Stock.
14 unchanged sentences
We will continue to incur significant increased costs and management resources as a result of operating as a public company.
−Removed: As a public company, we will continue to incur significant legal, accounting, compliance and other expenses that we did not incur as a private company and these expenses may increase even more after we are no longer an “emerging growth company.” Our management and other personnel will need to devote a substantial amount of time and incur significant expense in connection with compliance initiatives.
+Added: As a public company, we will continue to incur significant legal, accounting, compliance and other expenses that we did not incur as a private company and these expenses may increase even more given we are no longer an “emerging growth company.” Our management and other personnel will need to devote a substantial amount of time and incur significant expense in connection with compliance initiatives.
As a public company, we will continue to bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with our obligations under the securities laws.
30 unchanged sentences
Changes in tax laws could have a material adverse effect on our future business, cash flows, results of operations or financial condition.
−Removed: We may in the future be subject to the tax laws, regulations, and policies of several taxing jurisdictions.
+Added: We are subject to tax laws, regulations, and policies of U.S.
+Added: federal, state, and local taxing jurisdictions and may in the future be subject to the tax laws, regulations, and policies of other taxing jurisdictions.
Changes in tax laws, as well as other factors, could cause us to experience fluctuations in our tax obligations and effective tax rates and otherwise adversely affect our tax positions and/or our tax liabilities.
−Removed: For example, many countries and local jurisdictions and organizations such as the Organisation for Economic Co-operation and Development have proposed or implemented new tax laws or changes to existing tax laws, including additional taxes on payroll or employees and a proposed 15% global minimum tax (Pillar 2) that is being adopted by several countries with implementation beginning in 2024.
−Removed: Any new or changes to tax laws could adversely affect our future effective tax rate, operating results, tax credits or incentives or tax payments, which could have a material adverse effect on our future business, cash flows, results of operations or financial condition if we expand internationally.
−Removed: For example, the United States recently enacted the Inflation Reduction Act of 2022, which implements, among other changes, a 1% non-deductible excise tax on certain stock buybacks effective January 1, 2023.
−Removed: Further, on January 1, 2022, a provision of the Tax Cuts and Jobs Act of 2017 went into effect that eliminates the option to deduct research and development costs in the year incurred and instead requires taxpayers to amortize such costs over five years for domestic and 15 years for foreign costs.
−Removed: Such changes, among others, may adversely affect our future effective tax rate, business, cash flows, results of operations and financial condition.
+Added: In addition, many countries and local jurisdictions and organizations such as the Organisation for Economic Co-operation and Development (the “OECD”) have proposed or implemented new tax laws or changes to existing tax laws, including additional taxes on payroll or employees and a proposed 15% global minimum tax (“Pillar 2”) that is being implemented by several countries and is being considered for implementation by others.
+Added: On January 5, 2026, the OECD announced a “side-by-side” elective safe harbor that exempts U.S.-parented multinational entities from certain provisions of Pillar Two for fiscal years beginning on or after January 1, 2026.
+Added: Any new or changes to tax laws could adversely affect our future effective tax rate, operating results, tax credits or incentives or tax payments, which could have a material adverse effect on our future business, cash flows, results of operations or financial condition, including if we expand internationally.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner or prevent fraud, which would harm our business.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.
−Removed: Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting ob ligations in a timely
−Removed: manner, or at all.
+Added: Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting ob ligations in a timely manner, or at all.
In addition, any testing by us conducted in connection with Section 404(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) or any subsequent testing by our independent registered public accounting firm in connection with Sectio n 404(b) of SOX, may reveal deficiencies in our internal controls over financial reporting that are deemed to be significant deficiencies or material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement.
1 unchanged sentence
We will be required to disclose material changes made in our internal controls over financing reporting and procedures on a quarterly basis and our management will be required to assess the effectiveness of these controls annually.
−Removed: We will be required to make a formal assessment of the effectiveness of our internal control over financial reporting, and once we cease to be an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) or a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we will be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.
−Removed: However, for as long as we are an “emerging growth company” or a “smaller reporting company,” our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404(b) of SOX.
+Added: We will be required to make a formal assessment of the effectiveness of our internal control over financial reporting, and once we cease to be a non-accelerated filer as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we will be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.
+Added: However, for as long as we remain a non-accelerated filer, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404(b) of SOX.
To achieve compliance with Section 404(a) of SOX within the prescribed period, we have engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging.
9 unchanged sentences
It is possible that interpretation, industry practice and guidance may evolve as we apply the new standard.
−Removed: If our assumptions underlying our estimates and judgements relating to our critical accounting policies change or if actual circumstances differ from our assumptions, estimates or judgements, our operating results may be adversely affected and could fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our Common Stock.
−Removed: We are an “emerging growth company” and a “smaller reporting company” and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our Common Stock less attractive to investors.
−Removed: We are an “emerging growth company,” as defined in the JOBS Act.
−Removed: For so long as we remain an emerging growth company, we are permitted by SEC rules and plan to rely on exemptions from certain disclosure requirements that are applicable to other SEC registered public companies that are not emerging growth companies.
−Removed: These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of SOX, not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
−Removed: As a result, the information we provide stockholders will be different than the information that is available with respect to other public companies that are not emerging growth companies.
−Removed: To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, we will continue to be permitted to make certain reduced disclosures in our periodic reports and other documents that we file with the SEC and will not be required to comply with the auditor attestation
−Removed: requirements of Section 404 of SOX.
−Removed: We cannot predict whether investors will find our Common Stock less attractive if we rely on these exemptions.
−Removed: If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile.
−Removed: In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards.
−Removed: This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
−Removed: We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
−Removed: As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
+Added: If our assumptions underlying our estimates and judgements relating to our critical accounting policies change or if actual circumstances differ from our assumptions, estimates or judgements, our operating results may be adversely affected and could fall below our
+Added: publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our Common Stock.
+Added: We are a “smaller reporting company” within the meaning of the Securities Act, and the reduced disclosure requirements applicable to smaller reporting companies may make our Common Stock less attractive to investors.
+Added: Although we ceased to be an “emerging growth company,” as defined in the JOBS Act, on December 31, 2025, we are still currently a “smaller reporting company” as defined in the Exchange Act.
+Added: Smaller reporting companies may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including, among others, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and not being required to furnish a stock performance graph in our annual report.
+Added: Additionally, as a smaller reporting company, we are only required to provide two years of audited financial statements in our SEC reports.
+Added: We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equal or exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the prior June 30.
+Added: If we take advantage of some or all of the reduced disclosure requirements available to smaller reporting companies, investors may find our common stock less attractive, which may result in a less active trading market for our common stock and greater stock price volatility.
Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common shares.
6 unchanged sentences
Investor advocacy groups, proxy advisory services, investment funds, institutional investors, stockholders, and customers are increasingly focused on environmental, social, and governance (“ESG”) practices of companies.
−Removed: Additionally, public interest and legislative pressure related to public companies’ ESG practices continues to grow.
−Removed: For example, the SEC recently adopted final rules regarding climate-related disclosures in public companies’ periodic reporting.
If our ESG practices fail to meet regulatory requirements or investor or other industry stakeholders' evolving expectations and standards for responsible corporate citizenship in areas including environmental stewardship, support for local communities, board and employee diversity, human capital management, employee health and safety practices, product quality, supply chain management, corporate governance and transparency, and employing ESG strategies in our operations, our brand, reputation and employee retention may be negatively impacted and customers and suppliers may be unwilling to do business with us.
2 unchanged sentences
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.