NAUT · 10-Q · 2026Q1 · Full report

Equity Offering Programs

Nautilus Biotechnology, Inc. · 2026-04-28 · Importance 56 · Surprise 24

Nautilus has an at-the-market Sales Agreement with TD Cowen, entered in February 2024, to offer and sell up to $125.0 million of common stock from time to time. TD Cowen may receive up to 3.0% of gross proceeds as compensation under that Sales Agreement. The company also maintains a Shelf Registration Statement (effective March 6, 2024) that permits up to $300.0 million of securities to be offered over a period of up to three years. During the three months ended March 31, 2026, Nautilus did not sell any shares under the Sales Agreement and the filing states that no securities have yet been sold under the Shelf Registration Statement.

Key facts

• Under a Sales Agreement entered in February 2024 with Cowen and Company, LLC (TD Cowen), Nautilus may offer and sell up to $125.0 million of shares of common stock from time to time through an at-the-market offering program, and TD Cowen is entitled to up to 3.0% of gross proceeds as compensation.
• Nautilus' shelf registration statement on Form S-3 (File No. 333-277437) was filed with the SEC on February 28, 2024 and became effective on March 6, 2024, and allows Nautilus to sell up to $300.0 million of various securities for up to three years.
• In June 2021, PIPE Investors subscribed for 20,000,000 shares of common stock at $10.00 per share for aggregate gross proceeds of $200.0 million.
• In conjunction with the Business Combination in June 2021, Nautilus received additional gross proceeds of approximately $345.5 million from PIPE Investors and the Business Combination, offset by approximately $18.2 million of transaction costs and underwriters’ fees relating to the closing.
• Prior to the Business Combination, Nautilus had raised aggregate net proceeds of $108.4 million from private placements of convertible preferred stock.
• Nautilus may offer and sell shares under the Sales Agreement subject to parameters it sets, including number or dollar amount of shares, time periods, limitations per trading day and any minimum price below which sales may not be made.
• If Nautilus raises additional funds by issuing equity securities, including under the at-the-market Sales Agreement or the Shelf Registration Statement, existing stockholders will experience dilution.
• Net cash provided by financing activities was $1,105,000 for the three months ended March 31, 2026, comprised of proceeds from the exercise of stock options.