8-K - NAUT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2021

NAUTILUS BIOTECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

| Delaware (State or other jurisdiction of incorporation) | 001-39434 (Commission File Number) | 98-1541723 (I.R.S. Employer Identification No.) | | --- | --- | --- || 425 Pontius Ave N, Ste 202 Seattle, Washington (Address of principal executive offices) | 98109 (Zip code) | | --- | --- |

(206) 333-2001

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NAUT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition.

On August 10, 2021, Nautilus Biotechnology, Inc. issued a press release reporting its financial results for the quarter ended June 30, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Current Report under Item 2.02 and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br>Number	Description
99.1	Press Release dated August 10, 2021.
104	Cover page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 10, 2021

NAUTILUS BIOTECHNOLOGY, INC.
By:	/s/ Sujal Patel
Name:	Sujal Patel
Title:	Chief Executive Officer

Document

Exhibit 99.1

Nautilus Biotechnology Reports Second Quarter 2021 Financial Results

SEATTLE, WA, August 10, 2021 – Nautilus Biotechnology, Inc. (NASDAQ: NAUT; or “Nautilus”), a life sciences company creating a platform technology for quantifying and unlocking the complexity of the proteome, today reported financial results for the second quarter ended June 30, 2021.

Recent Highlights

•Completed business combination transaction with ARYA Sciences Acquisition Corp III (the “Business Combination”) and became a publicly traded company on June 10, 2021, with gross proceeds from this transaction totaling approximately $345.5 million.

•Continued to meet key internal milestones across a range of platform design and science activities in support of a planned late-2023 platform commercialization.

•Appointed Emma Lundberg, Ph.D. to the Scientific Advisory Board. Dr. Lundberg, currently a professor in cell biology proteomics at KTH Royal Institute of Technology in Sweden.

•Appointed Karl Voss as Vice President of Life Sciences. Karl joins Nautilus from Pacific Biosciences and will lead the team focused on delivering Nautilus’ first-generation product.

“This has been an incredibly exciting year for Nautilus as a company, and for the field of proteomics in general,” said Sujal Patel, CEO of Nautilus Biotechnology. “Our vision at Nautilus is to bring to market a complete, end-to-end, massive-scale protein analysis platform that we believe has the potential to deliver unique biological data and insight in an easy-to-use, cost-effective way. Much as democratizing access to the genome was a catalyst for the development of a broad, vibrant, and healthy genomics ecosystem, we believe that Nautilus’ proteomics innovation has the potential to unlock high-value applications in precision and personalized medicine, in drug discovery, and in diagnostics.”

Second Quarter 2021 Financial Results

Operating expenses were $10.7 million for the second quarter of 2021, a 215% increase from $3.4 million for the three months ended June 30, 2020. The increase in operating expenses was driven primarily by an increase in headcount to support ongoing development of our products as well as the costs associated with being a public company.

Net loss was $10.7 million for the second quarter of 2021, as compared to a net loss of $3.4 million for the corresponding prior year period.

Cash, cash equivalents, and investments were $388.4 million as of June 30, 2021.

Webcast and Conference Call Information

Nautilus will host a conference call to discuss the second quarter 2021 financial results, business developments and outlook before market open on Tuesday, August 10, 2021 at 5:00 AM Pacific Time / 8:00 AM Eastern Time. Live audio of the webcast will be available on the “Investors” section of the company website at: www.nautilus.bio.

About Nautilus Biotechnology, Inc.

Based in Seattle, Washington, Nautilus is a development stage life sciences company creating a platform technology for quantifying and unlocking the complexity of the proteome. Nautilus’ mission is to transform the field of proteomics by democratizing access to the proteome and enabling fundamental advancements across human health and medicine. To learn more about Nautilus, visit www.nautilus.bio

Special Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements in this press release include, but are not limited to, statements regarding Nautilus’ expectations regarding the company’s business operations, financial performance and results of operations, as well as the potential functionality and performance of Nautilus’ product platform, its potential impact on pharmaceutical development and drug discovery, and market opportunities available to Nautilus generally. These statements are based on numerous assumptions concerning the development of Nautilus’ products and target markets and involve substantial risks, uncertainties and other factors that may cause actual results to be materially different from the information expressed or implied by these forward-looking statements.

Risks and uncertainties that could materially affect the accuracy of Nautilus’ assumptions and its ability to achieve the forward-looking statements set forth in this press release include (without limitation) the following: Nautilus’ product platform is not yet commercially available and remains subject to significant scientific and technical development, which is inherently challenging and difficult to predict, particularly with respect to highly novel and complex products such as those being developed by Nautilus. Even if our development efforts are successful, our product platform will require substantial validation of its functionality and utility in life science research. In the course of Nautilus’ scientific and technical development and associated product validation and commercialization, we may experience material delays as a result of unanticipated events. We cannot provide any guarantee or assurance with respect to the outcome of our development and commercialization initiatives or with respect to their associated timelines. For a more detailed description of additional risks and uncertainties facing Nautilus and its development efforts, investors should refer to the information under the caption “Risk Factors” in the Registration Statement on Form S-1 filed with the SEC as well as in our Quarterly Report on Form 10-Q to be filed for the quarter ended June 30, 2021. The forward-looking statements in this press release are as of the date of this press release. Except as otherwise required by applicable law, Nautilus disclaims any duty to update any forward-looking statements. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

Disclosure Information

Nautilus uses filings with the Securities and Exchange Commission, its website (www.nautilus.bio), press releases, public conference calls, public webcasts, and its social media accounts as means of disclosing material non-public information and for complying with Regulation FD.

Media Contact

Thermal for Nautilus Biotechnology

Kaustuva Das

press@nautilus.bio

Investor Contact

investorrelations@nautilus.bio

| Nautilus Biotechnology, Inc. Condensed Consolidated Balance Sheets As of June 30, 2021 and December 31, 2020 (Unaudited) | | --- || (in thousands) | June 30, 2021 | | December 31, 2020 | | | --- | --- | --- | --- | --- | | Assets | | | | | | Current assets: | | | | | | Cash and cash equivalents | $ | 288,387 | $ | 36,607 | | Short-term investments | 84,757 | | 40,135 | | | Prepaid expenses and other current assets | 1,484 | | 917 | | | Total current assets | 374,628 | | 77,659 | | | Property and equipment, net | 1,941 | | 1,371 | | | Operating lease right-of-use assets | 828 | | 4,842 | | | Long-term investments | 15,266 | | — | | | Other long term assets | 612 | | 1,139 | | | Total assets | $ | 393,275 | $ | 85,011 | | Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) | | | | | | Current liabilities: | | | | | | Accounts payable | $ | 1,229 | $ | 470 | | Accrued expenses and other liabilities | 1,316 | | 1,069 | | | Current portion of operating lease liability | 686 | | 1,479 | | | Total current liabilities | 3,231 | | 3,018 | | | Operating lease liability, net of current portion | — | | 3,296 | | | Total liabilities | 3,231 | | 6,314 | | | Redeemable convertible preferred stock: | | | | | | Series Seed redeemable convertible preferred stock | — | | 5,494 | | | Series A redeemable convertible preferred stock | — | | 27,067 | | | Series B redeemable convertible preferred stock | — | | 75,857 | | | Stockholders’ equity (deficit): | | | | | | Preferred stock | — | | — | | | Common stock | 12 | | 1 | | | Additional paid-in capital | 439,489 | | 600 | | | Accumulated other comprehensive income (loss) | (10) | | 3 | | | Accumulated deficit | (49,447) | | (30,325) | | | Total stockholders’ equity (deficit) | 390,044 | | (29,721) | | | Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ | 393,275 | $ | 85,011 | | Nautilus Biotechnology, Inc. Condensed Consolidated Statements of Operations Three and Six Months Ended June 30, 2021 and 2020 (Unaudited) | | --- || | Three Months Ended June 30, | | | | Six Months Ended June 30, | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | (in thousands, except share and per share amounts) | 2021 | | 2020 | | 2021 | | 2020 | | | Operating expenses | | | | | | | | | | Research and development | $ | 6,380 | $ | 2,751 | $ | 11,215 | $ | 5,221 | | General and administrative | 4,317 | | 649 | | 7,899 | | 1,176 | | | Total operating expenses | 10,697 | | 3,400 | | 19,114 | | 6,397 | | | Other income (expense), net | (16) | | 45 | | (8) | | 108 | | | Net loss | $ | (10,713) | $ | (3,355) | $ | (19,122) | $ | (6,289) | | Net loss per share attributable to common stockholders, basic and diluted | $ | (0.19) | $ | (0.12) | $ | (0.43) | $ | (0.23) | | Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (1) | 55,070,480 | | 28,184,532 | | 44,096,149 | | 27,321,614 | |

(1) the weighted-average number of shares of Common Stock outstanding prior to the Business Combination have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination.

Nautilus Biotechnology, Inc. <br>Condensed Consolidated Statements of Cash Flows <br>Six Months Ended June 30, 2021 and 2020 (Unaudited)
	Six Months Ended June 30,
---	---	---	---	---
(in thousands)	2021		2020
Cash flows from operating activities
Net loss	$	(19,122)	$	(6,289)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	479		327
Stock-based compensation	3,156		60
Net amortization of premiums on securities	213		80
Amortization of operating lease right-of-use assets	760		836
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(331)		(313)
Accounts payable	725		(107)
Accrued expenses and other liabilities	410		315
Operating lease liability	(835)		(807)
Net cash used in operating activities	(14,545)		(5,898)
Cash flows from investing activities
Proceeds from sale and maturities of securities	40,000		11,001
Purchases of securities	(100,035)		(48,333)
Purchases of property and equipment	(1,013)		(355)
Net cash used in investing activities	(61,048)		(37,687)
Cash flows from financing activities
Net proceeds from reverse recapitalization and PIPE financing	335,409		—
Payments of deferred offering costs	(8,082)		—
Proceeds from exercise of stock options	46		4
Proceeds from issuance of convertible preferred stock, net of issuance costs	—		75,857
Net cash provided by financing activities	327,373		75,861
Net increase in cash, cash equivalents and restricted cash	251,780		32,276
Cash, cash equivalents and restricted cash at beginning of period	37,219		595
Cash, cash equivalents and restricted cash at end of period	$	288,999	$	32,871