What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-27 · 90 added, 105 removed, 151 unchanged (56% of the section changed)

1 unchanged sentence

You should read the following discussion and analysis of our financial condition and results of operations together with the financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K.

Some of the information in this discussion and analysis contains forward-looking statements reflecting our current expectations and involves risk and uncertainties.

For example, statements regarding our expectations as to our plans and strategy for our business, future financial performance, expense levels and liquidity sources are forward-looking statements.

Our actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under the “Risk Factors” section and elsewhere in this Annual Report on Form 10-K.

Some of the information in this discussion and analysis contains forward-looking statements based upon current expectations that involve risk and uncertainties.

Nautilus’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section titled “Risk Factors” in Part I, Item 1A and elsewhere in this Annual Report on Form 10-K.

Please also see the section entitled “Special Note Regarding Forward-Looking Statements.”

Unless otherwise indicated or the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section to “Nautilus,” “we,” “us,” “our” and other similar terms refer to the business and operations of Legacy Nautilus prior to the Business Combination and to New Nautilus and its consolidated subsidiary following the Business Combination.

We are a development stage life sciences company creating a platform technology for quantifying and unlocking the complexity of the proteome.

Our mission is to transform the field of proteomics by democratizing access to the proteome and enabling fundamental advancements across human health and medicine.

We were founded on the belief that incremental advancements of existing technologies are inadequate, and that a bold scientific leap would be required to radically reinvent proteomics and revolutionize precision medicine.

Our vision is to integrate our breakthrough innovations in computer science, engineering, and biochemistry to develop and commercialize a proteomic analysis technology of extreme sensitivity and scale.

To accomplish this, we have built a prototype of a proteome analysis system, an instrument to perform massively parallel single protein molecule measurements which will be further developed to deliver the speed, simplicity, accuracy, and versatility that we believe is necessary to establish a new gold standard in the field.

Since our incorporation in 2016, we have devoted substantially all of our resources to research and development activities, including with respect to our proteomics platform, or Nautilus platform, business planning, establishing and maintaining our intellectual property portfolio, hiring personnel, raising capital and providing general and administrative support for these operations.

We are a development stage life sciences company focused on creating a platform technology to quantify and unlock the complexity of the proteome.

We were founded to address longstanding challenges in proteomics through the development of a new analysis method, Iterative Mapping, for the quantification of single, intact protein molecules at scale.

Our mission is to transform the field of proteomics by broadening access to high-quality proteomic data and enabling fundamental advancements across human health and medicine.

Iterative Mapping is designed to enable broad and deep characterization of the proteome while delivering high reproducibility through direct single-molecule counting.

By repeatedly interrogating individual protein molecules and aggregating results across billions of measurements, Iterative Mapping generates digital protein counts that are intended to support consistent comparison across samples, experiments, and time.

The Nautilus Voyager TM platform is designed to implement the Iterative Mapping method.

The Nautilus Voyager platform integrates nanofabricated protein arrays, affinity reagent probing, advanced optics and fluidics, and machine learning–based analysis into an end-to-end workflow inclusive of instrumentation, consumables, and software.

Since our incorporation in 2016, we have devoted substantially all of our resources to research and development activities, including with respect to our proteomics platform, or Nautilus Voyager platform, business planning, establishing and maintaining our intellectual property portfolio, hiring personnel, raising capital and providing general and administrative support for these operations.

We do not have any products available for commercial sale, and we have not generated any revenue from our Nautilus platform or other sources since inception.

Our ability to generate revenue sufficient to achieve profitability, if ever, will depend on the successful development and eventual commercialization of our Nautilus platform, which we expect, if it ever occurs, will take a number of years.

Our Nautilus platform, which includes our end-to-end solution comprised of instruments, consumables, and software analysis, is currently under development and will require significant additional research and development efforts, including extensive testing prior to commercialization.

Our Nautilus Voyager platform, which includes our end-to-end solution comprised of instruments, consumables, and software analysis, is currently under development and will require significant additional research and development efforts, including extensive testing prior to commercialization.

These efforts require significant amounts of additional capital and adequate personnel infrastructure.

There can be no assurance that our research and development activities will be successfully completed, or that our Nautilus platform will be commercially viable.

In order to commercialize our Nautilus platform in volume, we will need to establish internal manufacturing capacity or to contract with one or more manufacturing partners, or both.

In order 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.

We may encounter unexpected difficulties in manufacturing our Nautilus platform, instruments, and related consumables.

Among other factors, we will need to develop reliable supply chains for the various components in our Nautilus platform, instruments, and consumables to support large-scale commercial production.

In connection with our Nautilus platform, 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 platform to perform.

We may encounter unexpected difficulties in manufacturing our Nautilus Voyager platform, instruments, and related consumables.

Among other factors, we will need to develop reliable supply chains for the various components in our Nautilus Voyager platform, instruments, and consumables to support large-scale commercial production.

In connection with our Nautilus platform, 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.

3 unchanged sentences

We expect to manage sales, marketing and distribution through both internal resources and third-party relationships.

We plan to commercialize our proteomics platform using a three-phase plan that has been shown to be effective and optimal for introducing disruptive products in numerous life sciences technology markets.

The first phase is expected to involve research collaborations 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.

The second phase will include an early access limited release in which we expect to engage with customers using a service model to generate pilot data on the platform in our facilities, or through on-site installation and testing to evaluate the platform at the customers’ facilities.

Finally, the third phase is anticipated to include a broader commercial launch.

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 academic opinion leaders in proteomics whose assessment and validation of our products can significantly influence other researchers in their respective markets and/or fields.

During the early access limited release phase, we plan to leverage our publications to drive awareness and customer demand to pre-sell instruments and reagents to select customers performing large-scale proteomics research.

During the second phase, we expect to work closely with early access collaborators to demonstrate a unique value proposition for our Nautilus platform.

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 and shared via a cloud platform.

We believe there is significant interest in our platform for targeted proteoform analysis.

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.

We do not anticipate that these activities will result in any material revenue.

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.

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.

Consequently, as we balance our time to market goals with our evolving view of customer requirements, we are refining our initial launch specifications.

We believe that subsequent consumable releases will enable our platform to meet or exceed our previously announced product specifications.

We anticipate commercializing our Nautilus Voyager 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.

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, add additional applications in both targeted proteoform analysis and broadscale proteomics, which customers would access depending upon their specific proteomics needs.

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.

We expect to work closely with early access collaborators to demonstrate the unique value proposition of our Nautilus Voyager platform.

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.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.

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, and broadscale workflows, which are designed to offer broader proteome coverage.

We do not anticipate that these early access activities will result in any material revenue.

We expect to initiate our commercial launch in late 2026 by opening the Nautilus Voyager TM platform for pre-orders, with instrument installations at customer sites beginning in early 2027.

At launch, we expect general availability to include the Voyager instrument, our Tau proteoform assay, and a second proteoform assay.

We anticipate general availability of Broadscale proteomics capabilities in the first half of 2027, as we continue expanding the platform’s assay portfolio.

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.

We intend to commercialize our Nautilus platform through a direct sales channel in the United States, and through both direct and distributor sales channels in regions outside the United States.

Given our stage of development, we currently have limited marketing, sales, commercial product distribution or service and support capabilities.

We intend to build the necessary infrastructure for these activities in the United States, European Union, the United Kingdom, and potentially other countries and regions, including Asia-Pacific, as we execute on our three phase commercial launch strategy for our Nautilus platform.

We intend to build the necessary infrastructure for these activities in the United States, European Union, the United Kingdom, and potentially other countries and regions, including Asia-Pacific, as we execute on our phased commercial launch strategy for our Nautilus Voyager platform.

On June 9, 2021, Nautilus Biotechnology, Inc., a Delaware corporation (f/k/a ARYA Sciences Acquisition Corp.

5 unchanged sentences

As of December 31, 2025, we had cash, cash equivalents and short-term investments of $103.4 million.

As of the the filing of this Annual Report on Form 10-K, we believe that our existing cash, cash equivalents, and short-term investments will enable us to fund our planned operating expenses and capital expenditures through at least the next 12 months.

As of the filing of this Annual Report on Form 10-K, we believe that our existing cash, cash equivalents, and short-term investments will enable us to fund our planned operating expenses and capital expenditures through at least the next 12 months.

We have incurred significant losses since the commencement of our operations.

Our net loss was $70.8 million during the year ended December 31, 2024, and we expect to continue to incur significant losses for the foreseeable future as we continue our research and development activities and planned commercialization of our Nautilus platform.

Our net loss was $59.0 million during the year ended December 31, 2025, and we expect to continue to incur significant losses for the foreseeable future as we continue our research and development activities and planned commercialization of our Nautilus Voyager platform.

As of December 31, 2025, we had an accumulated deficit of $332.0 million.

3 unchanged sentences

We expect our expenses and capital requirements will increase substantially in connection with our ongoing activities as we:

• continue our research and development activities, including with respect to our Nautilus platform;

• undertake activities to establish sales, marketing and distribution capabilities for our Nautilus platform;

• continue our research and development activities, including with respect to our Nautilus Voyager platform;

• conduct activities to develop and deliver service offerings and to establish and operate service laboratory operations;

• undertake activities to establish sales, marketing and distribution capabilities for our Nautilus Voyager platform;

• incur setup costs related to production tooling and required testing;

6 unchanged sentences

We may be unable to raise additional funds or to enter into such agreements or arrangements on favorable terms, or at all.

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, recent and any potential future financial institution failures, the conflicts in Eastern Europe, the Middle East and in other countries, and otherwise.

Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the disruptions to, and volatility in, the credit and financial markets in the United States and worldwide, recent and any potential future financial institution failures, the conflicts in Eastern Europe, the Middle East and in other countries, and otherwise.

Our failure to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on our business, results of operations or financial condition, and could force us to delay, reduce or eliminate our product development or future commercialization efforts.

3 unchanged sentences

Impact of Negative Global or National Events

Businesses have been and will continue to be impacted by a number of challenging global and national events and circumstances that continue to evolve, including extreme weather conditions, economic uncertainty, inflation, changing interest rates, recent and any potential future financial institution failures, and conflicts in Eastern Europe, the Middle East and in other countries.

Businesses have been and will continue to be impacted by a number of challenging global and national events and circumstances that continue to evolve, including extreme weather conditions, economic uncertainty, increased tariffs, inflation, changing interest rates, any potential future financial institution failures, and conflicts in Eastern Europe, the Middle East and in other countries.

The extent of the impact of these events and circumstances on our business, operations and development timelines and plans remains uncertain, and will depend on certain developments, including the duration and scope of the events and their impact on our development activities, third-party manufacturers, and other third parties with whom we do business, as well as its impact on regulatory authorities and our key scientific and management personnel.

1 unchanged sentence

We have been and continue to actively monitor our supply chain in light of these challenging global and national events and circumstances, including our third-party materials suppliers.

We have, in the past, 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;

diversion of certain lab materials needed to support COVID-19 relief efforts;

We have, in the past, experienced some supply disruptions, including closures at certain chip manufacturers, which led to extended lead times for certain chips;

and lower availability of certain reagents.

While certain of these disruptions have been resolved since the start of the COVID-19 pandemic, we are continuing to monitor our supply chain and contingency planning is ongoing with our partners to reduce the possibility of an interruption to our development activities or the availability of necessary materials.

While certain of these disruptions have been resolved, we are continuing to monitor our supply chain and contingency planning is ongoing with our partners to reduce the possibility of an interruption to our development activities or the availability of necessary materials.

The ultimate impact of these global and national events and circumstances, either individually or in aggregate, is highly uncertain and subject to change.

5 unchanged sentences

Research and Development Expense

depreciation and amortization, external costs of vendors engaged to conduct research and development activities, acquired in-process research and development, and allocated expenses for technology and facilities.

Research and development expenses account for a significant portion of our operating expenses and consist primarily of salaries, related benefits and stock-based compensation expense of product development personnel, laboratory supplies and equipment, depreciation and amortization, external costs of vendors engaged to conduct research and development activities, acquired in-process research and development, and allocated expenses for technology and facilities.

We expense research and development expenses in the periods in which they are incurred.

We plan to continue to invest in our research and development efforts and to increase our investment in research and development efforts related to our product development.

While we anticipate certain cost-savings associated with our recently announced workforce reductions, in the future, we continue to expect research and development expenses to increase in absolute dollars as we continue to advance our product development, hire additional personnel and retain existing personnel, purchase supplies and materials and allocate expense to our research and development facilities.

While we experienced certain cost-savings associated with our workforce reductions implemented in the first quarter of 2025, in the future, we continue to expect research and development expenses to increase in absolute dollars as we continue to advance our product development, hire additional personnel and retain existing personnel, purchase supplies and materials and allocate expense to our research and development facilities.

General and Administrative Expenses

General and administrative expenses consist of salaries, related benefits, and stock-based compensation expense for personnel in executive, operations, legal, human resources, finance, marketing, commercial, IT personnel and administrative functions, professional fees for legal, patent, consulting, accounting and audit services, directors and officers insurance, allocated expenses for technology and facilities, legal settlement expenses, and marketing expenses.

We expense general and administrative expenses in the periods in which they are incurred.

While we anticipate certain cost-savings associated with our recently announced workforce reductions, in the future, we expect that our general and administrative expenses will increase substantially over the next several years as we hire additional personnel to support the growth in research and development activities for our products and commercial activities supporting the growth of our business, including sales, marketing, service, support, and distribution infrastructure.

While we experienced certain cost-savings associated with our workforce reductions implemented in the first quarter of 2025, in the future, we expect that our general and administrative expenses will increase substantially over the next several years as we hire additional personnel to support the growth in research and development activities for our products and commercial activities supporting the growth of our business, including sales, marketing, service, support, and distribution infrastructure.

We also anticipate that we will incur higher expenses related to accounting, audit, legal, regulatory, insurance, compliance with the rules and regulations of the SEC, Sarbanes-Oxley Act and those of any national securities exchange on which our securities are traded, investor and public relations, and other administrative and professional services.

15 unchanged sentences

Other expense (32) (84) 52 (62) %

Total other income (expense) $ 10,696 $ 12,477 $ (1,781) (14) %

Total other income

$ 7,836 $ 10,696 $ (2,860) (27) %

Net loss $ (59,001) $ (70,780) $ 11,779 (17) %

Research and Development Expenses

Research and development expenses were $50.5 million for the year ended December 31, 2024, compared to $47.3 million for the year ended December 31, 2023, an increase of $3.2 million, or 7%.

The increase was primarily due to a $2.0 million increase in salaries, related benefits, and stock-based compensation driven by increased headcount throughout the year, a $0.8 million increase in in-process research and development expense resulting from an asset acquisition during the year, a $0.5 million increase in laboratory supplies and equipment expense, and a $0.3 million increase in costs for external development services.

These increases were partially offset by a $0.7 million decrease in professional services attributable to consulting fees.

Research and development expenses were $41.1 million for the year ended December 31, 2025, compared to $50.5 million for the year ended December 31, 2024, a decrease of $9.4 million, or 19%.

The decrease was due to a $4.5 million decrease in laboratory supplies and equipment expense due to operating efficiencies, lower development-related costs, and continued focus on cost optimization.

Also contributing to the decrease was a $2.4 million decrease in salaries and related benefits driven by savings from the reduction in force implemented in the first quarter of 2025, a $1.9 million decrease in stock-based compensation expense, and a $0.7 million decrease in in-process research and development expense primarily resulting from an asset acquisition in the prior year.

The decrease in stock-based compensation expense is driven by stock options granted at the time of the Merger becoming fully expensed in 2025 and lower expense associated with stock options granted since the Merger.

General and Administrative Expenses

General and administrative expenses were $31.0 million for the year ended December 31, 2024, compared to $28.9 million for the year ended December 31, 2023, an increase of $2.1 million, or 7%.

The increase was primarily due to a $0.8 increase in professional services attributable to legal and consulting fees, $0.5 million increase in professional services from fees related to the shelf registration statement filed during the period, a $0.5 million increase in salaries, related benefits, and stock-based compensation driven by annual merit increases and stock-option awards, and a $0.4 million increase in facilities costs driven by new leases that commenced during the year ended December 31, 2023.

These increases were partially offset by a $0.4 million decrease in insurance costs.

General and administrative expenses were $25.7 million for the year ended December 31, 2025, compared to $31.0 million for the year ended December 31, 2024, a decrease of $5.3 million, or 17%.

The decrease was primarily due to a $3.9 million decrease in stock-based compensation expense.

Also contributing to the decrease was a $1.3 million decrease in professional services attributable to legal and consulting fees, primarily driven by professional services fees for the shelf registration statement filed in February 2024 and the resolution of the Standard Biotools legal matter.

These decreases were partially offset by a $0.5 million increase in facilities expenses.

Other Income (Expense)

Other income (expense) for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

The decrease is attributable to the decrease in interest income as our cash, cash equivalents, and investments balance decreased during the period.

Other income (expense) was $7.8 million for the year ended December 31, 2025, compared to $10.7 million for the year ended December 31, 2024, a decrease of $2.9 million or 27%.

The net decrease was primarily due to a $2.9 million decrease in interest income driven by a lower cash, cash equivalents, and investments balance as well as decreased yield rates on investments during the period.

Liquidity and Capital Resources

13 unchanged sentences

During the year ended December 31, 2025, we did not sell any shares of common stock pursuant to the Sales Agreement.

The shares of our common stock to be offered and sold under the Sales Agreement will be issued and sold pursuant to our shelf registration statement on Form S-3 (File No.

333-277437) (the “Shelf Registration Statement”), which was filed with the SEC on February 28, 2024 and which became effective March 6, 2024.

No securities have yet been sold under the Shelf Registration Statement.

The Shelf Registration Statement will remain in effect for up to three years and allows us to sell from time to time up to $300.0 million of common stock, preferred stock, debt securities, depositary shares, warrants, subscription rights, purchase contracts or units comprised of any combination of these securities, for our own account in one or more offerings and is intended to provide us flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs.

The terms of any offering thereunder will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering.

Funding Requirements

To date, we have not generated any revenue and we may not generate any revenue from the sale of products or from other sources in the near future.

We approved and began implementing workforce reductions in the first quarter of 2025.

The cost-savings initiatives are expected to reduce certain operating expenses, primarily personnel-related expense, in the near-term.

We implemented workforce reduction in the first quarter of 2025.

The cost-saving initiatives resulted in reductions to personnel-related expenses during the period.

However, we expect our expenses and capital requirements will continue to increase substantially in connection with our ongoing activities as we:

• continue our research and development activities, including with respect to our Nautilus platform;

• undertake activities to establish sales, marketing and distribution capabilities for our Nautilus platform;

• continue our research and development activities, including with respect to our Nautilus Voyager TM platform;

• conduct activities to develop and deliver service offerings and to establish and operate service laboratory operations;

• undertake activities to establish sales, marketing and distribution capabilities for our Nautilus Voyager platform;

• incur setup costs related to production tooling and required testing;

14 unchanged sentences

and other items affecting our forecasted level of expenditures and use of cash resources including potential acquisitions.

Until such time as we can generate significant revenue from commercialization of our products, if ever, we will continue to require substantial additional capital to develop our Nautilus platform and fund operations for the foreseeable future.

Until such time as we can generate significant revenue from commercialization of our products, if ever, we will continue to require substantial additional capital to develop our Nautilus Voyager platform and fund operations for the foreseeable future.

We intend to obtain such capital through public or private equity offerings or debt financings (including potential sales under the Sales Agreement), credit or loan facilities or a combination of one or more of these funding sources.

1 unchanged sentence

We may be unable to raise additional funds on favorable terms or at all.

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, any potential future financial institution failures, the conflicts in Eastern Europe, the Middle East and in other countries, and otherwise.

Our failure to raise additional capital, if needed, would have a negative impact on our financial condition and our ability to execute our business plan.

Our expected future capital requirements depend on many factors including expansion of our product portfolio and the timing and extent of spending on sales and marketing and the development of our technology.

If we raise additional funds by issuing equity securities, including any issuances pursuant to our “at the market” equity offering program under our Sales Agreement with TD Cowen, our stockholders will experience dilution.

Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments and engage in certain merger, consolidation or asset sale transactions.

6 unchanged sentences

Net cash used in operating activities $ (50,696) $ (59,145)

Net cash provided (used) by investing activities

66,250 (43,735)

Net cash provided by investing activities 35,224 66,250

Net cash provided by financing activities 214 1,144

2 unchanged sentences

Operating Activities

During the year ended December 31, 2024, net cash used in operating activities was $59.1 million, primarily resulting from our net loss of $70.8 million and a decrease in the net changes in assets and liabilities aggregating $5.5 million.

The net loss and decrease in net changes in assets and liabilities was partially offset by $17.1 million of non-cash expenses.

The non-cash expenses included $12.7 million of stock-based compensation, $4.4 million amortization of operating lease right-of-use assets, $2.0 million in depreciation, and $0.8 million in non-cash adjustments related to in-process research and development, partially offset by $2.8 million in accretion of discounts of investments.

During the year ended December 31, 2023, net cash used in operating activities was $51.7 million, primarily resulting from our net loss of $63.7 million and a decrease in the changes in assets and liabilities aggregating $3.2 million.

The net loss and decrease in net changes in assets and liabilities was partially offset by $15.2 million of non-cash expenses.

The non-cash expenses included $12.1 million of stock-based compensation, $3.9 million of amortization of operating lease right-of-use assets, $1.8 million of depreciation, partially offset by $2.7 million of accretion of discounts of investments.

During the year ended December 31, 2025, net cash used in operating activities was $50.7 million, resulting from our net loss of $59.0 million and a decrease in net changes in assets and liabilities aggregating $3.6 million.

Net cash used in operating activities includes non-cash charges aggregating $11.9 million, which is driven by $6.8 million of stock-based compensation expense, $4.7 million amortization of operating lease right-of-use assets, and $1.8 million in depreciation expense.

These non-cash charges were partially offset by $1.4 million in net accretion of discounts on securities.

During the year ended December 31, 2024, net cash used in operating activities was $59.1 million, resulting from our net loss of $70.8 million and a decrease in net changes in assets and liabilities aggregating $5.5 million.

Net cash used in operating activities includes non-cash charges aggregating $17.1 million, which is driven by $12.7 million of stock-based compensation expense, $4.4 million of amortization of operating lease right-of-use assets, $2.1 million of depreciation expense, and $0.8 million in non-cash adjustments related to in-process research and development.

These non-cash charges were partially offset by $2.8 million in net accretion of discounts on securities.

Investing Activities

During the year ended December 31, 2025, net cash provided by investing activities was $35.2 million, resulting from $109.0 million in proceeds from the maturities of securities, partially offset by $72.5 million in purchases of securities, and $1.3 million in purchases of property and equipment.

During the year ended December 31, 2024, net cash provided by investing activities was $66.3 million, resulting from $155.4 million in proceeds from the maturities of securities, partially offset by $86.3 million in purchases of securities, $2.1 million in purchases of property and equipment, and $0.8 million in cash paid in connection with an asset acquisition.

During the year ended December 31, 2023, net cash used in investing activities was $43.7 million, resulting from $112.9 million in purchases of securities and $2.4 million in purchases of property and equipment, partially offset by $71.6 million in proceeds from the maturities of securities.

Financing Activities

During the year ended December 31, 2024, net cash provided by financing activities was $1.1 million, primarily from proceeds from the exercise of stock options and issuance of common stock under the employee stock purchase plan.

During the year ended December 31, 2023, net cash provided by financing activities was $0.4 million, primarily from proceeds from the exercise of stock options and issuance of common stock under the employee stock purchase plan.

During the year ended December 31, 2025, net cash provided by financing activities was comprised of $0.2 million of proceeds from the exercise of stock options and issuance of common stock under the employee stock purchase plan.

During the year ended December 31, 2024, net cash provided by financing activities was comprised of $1.1 million of proceeds from the exercise of stock options and issuance of common stock under the employee stock purchase plan.

Contractual Obligations and Commitments

6 unchanged sentences

Our critical accounting policies are those that materially affect our financial statements and involve difficult, subjective or complex judgments by management.

A thorough understanding of these critical accounting policies is essential when reviewing our financial statements.

A thorough understanding of these critical accounting policies is essential when reviewing our

financial statements.

We believe that the critical accounting policies listed below are the most difficult management decisions as they involve the use of significant estimates and assumptions as described above.

1 unchanged sentence

Costs for research and development activities are expensed in the period in which they are incurred.

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

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

As part of the process of preparing our financial statements, we estimate our accrued expenses.

3 unchanged sentences

The significant estimates in our accrued research and development expenses relate to expenses incurred with respect to academic research centers and other vendors in connection with research and development activities for which we have not yet been invoiced.

Stock Based Compensation

We maintain a stock-based compensation plan as a long-term incentive for employees, non-employee directors and consultants.

The plan allows for the issuance of incentive stock options, non-qualified stock options, restricted stock units, and other forms of equity awards.

Our stock-based compensation programs include shares issued under our 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan.

We recognize stock-based compensation expense for stock options on a straight-line basis over the requisite service period and account for forfeitures as they occur.

Our stock-based compensation costs are based upon the grant date fair value of options estimated using the Black-Scholes option pricing model.

To the extent any stock option grants are made subject to the achievement of a

performance-based milestone, management evaluates when the achievement of any such performance-based milestone is probable based on the relative satisfaction of the performance conditions as of the reporting date.

The Black-Scholes option pricing model utilizes inputs which are highly subjective assumptions and generally require significant judgment.

These assumptions include:

• Risk-Free Interest Rate.

The risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of grant for zero-coupon U.S.

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

• Expected Volatility.

Historically, we have been a private company and lacked company-specific historical and implied volatility information for our common stock.

Therefore, the expected volatility of our common stock was determined by using an average of historical volatilities of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards and we expect to continue to do so until such time we have adequate historical data regarding the volatility of our traded common stock price.

• Expected Term.

The expected term of stock options represents the weighted-average period that the stock options are expected to remain outstanding.

We do not have sufficient historical exercise and post-vesting termination activity to provide accurate data for estimating the expected term of options and have opted to use the “simplified method,” whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option.

• Expected Dividend Yield .

The expected dividend rate is zero as we have no history or expectation of declaring dividends on our common stock.

Certain assumptions we used in applying the Black-Scholes option pricing model to determine the estimated fair value of our stock options involve inherent uncertainties and the application of significant judgment.

As a result, if factors or expected outcomes change and we use significantly different assumptions or estimates, our stock-based compensation could be materially different.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see Part II, Item 8, Note 2, “Significant Accounting Policies” in our notes to the consolidated financial statements in this Annual Report on Form 10-K.

Emerging Growth Company Accounting Election

The Jumpstart Our Business Startups Act of 2012, or the JOBS Act, permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies.

We have elected to use this extended transition period under the JOBS Act until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make comparison of our financials to those of other public companies more difficult.

We will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more, (ii) the last day of our fiscal year following the fifth anniversary of the date of the closing of ARYA’s initial public offering, (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission.

Further, even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

Smaller Reporting Company Status

Previously, we were an emerging growth company as defined by the JOBS Act.

The JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a U.S.

Securities Act of 1933, as amended, registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

As of December 31, 2025, we ceased to be an emerging growth company.

We are currently still a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements, as well as reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250 million as of the last business day of our second fiscal quarter, or (ii) our annual revenue exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our second fiscal quarter.

We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis