0001808805-21-000007 | 10-Q | XBRL Viewer | Nautilus Biotechnology INC

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Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2021	Jul. 31, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-39434
Entity Registrant Name	NAUTILUS BIOTECHNOLOGY, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1541723
Entity Address, Address Line One	425 Pontius Ave N, Ste 202
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98109
City Area Code	206
Local Phone Number	333-2001
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	NAUT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		124,094,390
Entity Central Index Key	0001808805
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2

Condensed Consolidated Balance Sheet - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
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	0
Other long term assets	612	1,139
Total assets	393,275	85,011
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	0	3,296
Total liabilities	3,231	6,314
Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value, 200,000,000 and 0 shares authorized, issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	0	0
Common stock, $0.0001 par value, 1,000,000,000 and 98,672,620 shares authorized as of June 30, 2021 and December 31, 2020, respectively; 124,094,390 and 33,069,513 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	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
Series Seed
Current liabilities:
Redeemable convertible preferred stock	0	5,494
Series A Preferred Stock
Current liabilities:
Redeemable convertible preferred stock	0	27,067
Series B Preferred Stock
Current liabilities:
Redeemable convertible preferred stock	$ 0	$ 75,857

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 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 (in dollars per share)	$ (0.19)	$ (0.12)	$ (0.43)	$ (0.23)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.19)	$ (0.12)	$ (0.43)	$ (0.23)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	55,070,480	28,184,532	44,096,149	27,321,614
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	55,070,480	28,184,532	44,096,149	27,321,614

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (10,713)	$ (3,355)	$ (19,122)	$ (6,289)
Other comprehensive (loss) income:
Unrealized (loss) gain on securities available-for-sale	(12)	(25)	(13)	9
Total other comprehensive (loss) income	(12)	(25)	(13)	9
Comprehensive loss	$ (10,725)	$ (3,380)	$ (19,135)	$ (6,280)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($)
$ in Thousands

Total

Common Stock

Additional Paid-in Capital

Accumulated Other Comprehensive Income (Loss)

Accumulated Deficit

Series Seed

Series A Preferred Stock

Series B Preferred Stock

Redeemable Convertible Preferred Stock, beginning balance (in shares) at Dec. 31, 2019

^[1]

13,174,805

16,836,436

Redeemable Convertible Preferred Stock, beginning balance at Dec. 31, 2019

$ 5,494

$ 27,067

$ 0

Increase (Decrease) in Temporary Equity [Roll Forward]

Issuance of redeemable convertible preferred stock, net of issuance costs of $0.2 million (in shares)

^[1]

22,164,724

Issuance of redeemable convertible preferred stock, net of issuance costs of $0.2 million

$ 75,857

Redeemable Convertible Preferred Stock, ending balance (in shares) at Jun. 30, 2020

^[1]

13,174,805

16,836,436

22,164,724

Redeemable Convertible Preferred Stock, ending balance at Jun. 30, 2020

$ 5,494

$ 27,067

$ 75,857

Beginning balance (in shares) at Dec. 31, 2019

^[1]

32,932,218

Beginning balance at Dec. 31, 2019

$ (14,509)

$ 1

$ 189

$ 7

$ (14,706)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of common stock upon exercise of vested stock options (in shares)

^[1]

27,323

Issuance of common stock upon exercise of vested stock options

Stock-based compensation expense

Other comprehensive income (loss)

Net loss

(6,289)

Ending balance (in shares) at Jun. 30, 2020

^[1]

32,959,541

Ending balance at Jun. 30, 2020

(20,725)

$ 1

253

(20,995)

Redeemable Convertible Preferred Stock, beginning balance (in shares) at Mar. 31, 2020

^[1]

13,174,805

16,836,436

Redeemable Convertible Preferred Stock, beginning balance at Mar. 31, 2020

$ 5,494

$ 27,067

$ 0

Increase (Decrease) in Temporary Equity [Roll Forward]

Issuance of redeemable convertible preferred stock, net of issuance costs of $0.2 million (in shares)

^[1]

22,164,724

Issuance of redeemable convertible preferred stock, net of issuance costs of $0.2 million

$ 75,857

Redeemable Convertible Preferred Stock, ending balance (in shares) at Jun. 30, 2020

^[1]

13,174,805

16,836,436

22,164,724

Redeemable Convertible Preferred Stock, ending balance at Jun. 30, 2020

$ 5,494

$ 27,067

$ 75,857

Beginning balance (in shares) at Mar. 31, 2020

^[1]

32,932,218

Beginning balance at Mar. 31, 2020

(17,390)

$ 1

208

(17,640)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of common stock upon exercise of vested stock options (in shares)

^[1]

27,323

Issuance of common stock upon exercise of vested stock options

Stock-based compensation expense

Other comprehensive income (loss)

(25)

Net loss

(3,355)

Ending balance (in shares) at Jun. 30, 2020

^[1]

32,959,541

Ending balance at Jun. 30, 2020

$ (20,725)

$ 1

253

(20,995)

Redeemable Convertible Preferred Stock, beginning balance (in shares) at Dec. 31, 2020

^[1]

13,174,805

16,836,436

22,164,724

Redeemable Convertible Preferred Stock, beginning balance at Dec. 31, 2020

$ 5,494

$ 27,067

$ 75,857

Increase (Decrease) in Temporary Equity [Roll Forward]

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (in shares)

^[1]

(13,174,805)

(16,836,436)

(22,164,724)

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization

$ (5,494)

$ (27,067)

$ (75,857)

Redeemable Convertible Preferred Stock, ending balance (in shares) at Jun. 30, 2021

^[1]

Redeemable Convertible Preferred Stock, ending balance at Jun. 30, 2021

$ 0

Beginning balance (in shares) at Dec. 31, 2020

^[1]

33,069,513

Beginning balance at Dec. 31, 2020

$ (29,721)

$ 1

600

(30,325)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of common stock upon exercise of vested stock options (in shares)

65,003

^[1]

Issuance of common stock upon exercise of vested stock options

$ 46

Issuance of common stock upon exercise of warrants (in shares)

^[1]

62,772

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (in shares)

^[1]

52,175,965

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization

108,418

$ 7

108,411

Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares)

^[1]

38,721,137

Issuance of common stock upon the reverse recapitalization, net of issuance costs

327,280

$ 4

327,276

Stock-based compensation expense

3,156

Other comprehensive income (loss)

(13)

Net loss

(19,122)

Ending balance (in shares) at Jun. 30, 2021

^[1]

124,094,390

Ending balance at Jun. 30, 2021

$ 390,044

$ 12

439,489

(10)

(49,447)

Redeemable Convertible Preferred Stock, beginning balance (in shares) at Mar. 31, 2021

^[1]

13,174,805

16,836,436

22,164,724

Redeemable Convertible Preferred Stock, beginning balance at Mar. 31, 2021

$ 5,494

$ 27,067

$ 75,857

Increase (Decrease) in Temporary Equity [Roll Forward]

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (in shares)

^[1]

(13,174,805)

(16,836,436)

(22,164,724)

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization

$ (5,494)

$ (27,067)

$ (75,857)

Redeemable Convertible Preferred Stock, ending balance (in shares) at Jun. 30, 2021

^[1]

Redeemable Convertible Preferred Stock, ending balance at Jun. 30, 2021

$ 0

Beginning balance (in shares) at Mar. 31, 2021

^[1]

33,069,513

Beginning balance at Mar. 31, 2021

$ (36,795)

$ 1

1,936

(38,734)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of common stock upon exercise of vested stock options (in shares)

^[1]

65,003

Issuance of common stock upon exercise of vested stock options

$ 46

Issuance of common stock upon exercise of warrants (in shares)

62,722

62,772

^[1]

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization (in shares)

^[1]

52,175,965

Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization

$ 108,418

$ 7

108,411

Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares)

^[1]

38,721,137

Issuance of common stock upon the reverse recapitalization, net of issuance costs

327,280

$ 4

327,276

Stock-based compensation expense

1,820

Other comprehensive income (loss)

(12)

Net loss

(10,713)

Ending balance (in shares) at Jun. 30, 2021

^[1]

124,094,390

Ending balance at Jun. 30, 2021

$ 390,044

$ 12

$ 439,489

$ (10)

$ (49,447)

[1]	(1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 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	0
Payments of deferred offering costs	(8,082)	0
Proceeds from exercise of stock options	46	4
Proceeds from issuance of convertible preferred stock, net of issuance costs	0	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
Supplementary cash flow information on non-cash activities
Acquisitions of property and equipment included in accounts payable	101	57
Deferred offering costs in accounts payable and accrued expenses and other liabilities	47	0
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization	108,418	0
Deferred offering costs reclassified to equity	8,129	0
Modification to reduce right-of-use assets and lease liability	$ 3,254	$ 0

Condensed Consolidated Balance Sheet (Parenthetical) - USD ($)

Jun. 30, 2021

Dec. 31, 2020

Redeemable convertible preferred stock, shares issued (in shares)

Redeemable convertible preferred stock, shares outstanding (in shares)

Common stock, par value (in dollars per share)

$ 0.0001

Common stock, shares authorized (in shares)

1,000,000,000

98,672,620

Common stock, shares issued (in shares)

124,094,390

33,069,513

Common stock, shares outstanding (in shares)

124,094,390

33,069,513

Preferred stock, par value (in dollars per share)

$ 0.0001

Preferred stock, shares authorized (in shares)

200,000,000

Preferred stock, shares issued (in shares)

200,000,000

Preferred stock, shares outstanding (in shares)

200,000,000

Series Seed

Redeemable convertible preferred stock, par value (in dollars per share)

$ 0.0001

Redeemable convertible preferred stock, shares authorized (in shares)

13,174,805

Redeemable convertible preferred stock, shares issued (in shares)

13,174,805

Redeemable convertible preferred stock, shares outstanding (in shares)

^[1]

13,174,805

Redeemable convertible preferred stock, liquidation preference

$ 0

$ 7,263,000

Series A Preferred Stock

Redeemable convertible preferred stock, par value (in dollars per share)

$ 0.0001

Redeemable convertible preferred stock, shares authorized (in shares)

16,836,436

Redeemable convertible preferred stock, shares issued (in shares)

16,836,436

Redeemable convertible preferred stock, shares outstanding (in shares)

^[1]

16,836,436

Redeemable convertible preferred stock, liquidation preference

$ 0

$ 27,200,000

Series B Preferred Stock

Redeemable convertible preferred stock, par value (in dollars per share)

$ 0.0001

Redeemable convertible preferred stock, shares authorized (in shares)

22,527,535

Redeemable convertible preferred stock, shares issued (in shares)

22,164,724

Redeemable convertible preferred stock, shares outstanding (in shares)

^[1]

22,164,724

Redeemable convertible preferred stock, liquidation preference

$ 0

$ 76,060,000

[1]	(1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2020

USD ($)

Jun. 30, 2020

USD ($)

Payments of stock issuance costs

$ 0

Common Stock

Issuance of common stock upon exercise of vested stock options (in shares) | shares

27,323

^[1]

27,323

^[1]

Series B Preferred Stock

Payments of stock issuance costs

$ 200

[1]	(1) The shares of the Company’s common and redeemable convertible preferred stock, prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3.

Description of Business and Basis of Presentation	6 Months Ended
Description of Business and Basis of Presentation	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation Nautilus Biotechnology, Inc. (the “Company”) is a biotechnology company incorporated in 2016 and based in Seattle, Washington with laboratory operations in San Carlos, California. Since the Company’s incorporation in 2016, the Company has devoted substantially all of its resources to research and development activities, including with respect to its proteomics platform, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital and providing general and administrative support for these operations. The Company is subject to risks similar to those of other pre-clinical stage companies in the biopharmaceutical industry, including dependence on key individuals, the need to develop commercially viable products, competition from other companies, many of whom are larger and better capitalized, the impact of the COVID-19 pandemic and the need to obtain adequate additional financing to fund the development of its products. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be maintained, that any products developed will obtain required regulatory approval or that any approved products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from the sale of its products. On June 9, 2021 (the “Closing Date”), Nautilus Biotechnology, Inc. a Delaware corporate (f/k/a ARYA Sciences Acquisition Corp. III, a Cayman Islands exempted company and our predecessor company (“ARYA”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of that certain Business Combination Agreement, dated as of February 7, 2021 (the “BCA”), by and among ARYA, Mako Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of ARYA (“Mako Merger Sub”), and Nautilus Subsidiary, Inc., a Delaware corporation (f/k/a Nautilus Biotechnology, Inc.) (“Legacy Nautilus”). As a result of the Business Combination, ARYA changed its name to “Nautilus Biotechnology, Inc.” and Mako Merger Sub merged with and into Legacy Nautilus with Legacy Nautilus surviving as the surviving company and becoming a wholly-owned subsidiary of ARYA (the “Merger” and, collectively with the other transactions described in the BCA, the “Reverse Recapitalization”). In addition, in conjunction with the completion of the Business Combination, certain investors (“PIPE Investors”) subscribed for the purchase of an aggregate of 20,000,000 shares of New Nautilus Common Stock at a price of $10.00 per share for aggregate gross proceeds of $200.0 million (“PIPE Financing”). Please refer to Note 3 “Reverse Recapitalization” for further details of the Business Combination. Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission for interim financial reporting. The accompanying financial statements are consolidated for the three months and six months ended June 30, 2021 and include the accounts of Nautilus Biotechnology, Inc. (i.e. former ARYA) and its wholly-owned subsidiary, Legacy Nautilus, following the Reverse Recapitalization as further discussed in Note 3 “Reverse Recapitalization”. All other accompanying financial statements as of December 31, 2020 and for the three months and six months ended June 30, 2020 include only the accounts of Legacy Nautilus. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020 and the related notes included in the Company’s Final Prospectus filed with the SEC on August 6, 2021 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1 (File No. 333-258100). The information as of December 31, 2020 included on the condensed consolidated balance sheets was derived from the Company’s audited financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of June 30, 2021 and the results of operations and cash flows for the three and six months ended June 30, 2021 and 2020. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The Company’s reporting currency is the U.S. dollar. Going Concern The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its technology, raising capital, and recruiting personnel. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has incurred net operating losses and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of June 30, 2021, the Company had an accumulated deficit of $49.4 million. The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock and common stock. The Company had cash, cash equivalents, and short-term investments of $373.1 million as of June 30, 2021. In June 2021, the Company received 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 of the Business Combination. As of the date on which these condensed consolidated financial statements were available to be issued, the Company believes that its cash, cash equivalents, and short-term investments will be sufficient to fund its operations for the next twelve months following the issuance of the condensed consolidated financial statements. The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties. The Company’s actual results could vary as a result of, and its near and long-term future capital requirements will depend on many factors, including its growth rate and the timing and extent of spending to support its research and development efforts. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors. In the event that additional financing is required from outside sources, the Company may not be able to raise in on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, operating results, and financial condition would be adversely affected. Impact of the COVID-19 Coronavirus In December 2019, COVID-19 was first reported to the World Health Organization (“WHO”), and in January 2020, the WHO declared the outbreak to be a public health emergency. In March 2020, the WHO characterized COVID-19 as a pandemic. Since then, the COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods, and services worldwide. As a result, the Company has taken certain measures in response to COVID-19. While the duration and extent of the COVID-19 pandemic depends on future developments that cannot accurately predicted at this time, such as the extent and effectiveness of containment and mitigation actions, it has already had an adverse effect on the global economy, and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown. Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets, which may adversely affect the Company’s ability to access capital markets in the future. Furthermore, the impact of the COVID-19 pandemic could adversely impact the Company’s cash flows and operations and delay clinical trial activity. While the Company has developed and continues to develop plans to help mitigate the potential negative impact of COVID-19, these efforts may not be effective, and any protracted economic downturn will likely limit the effectiveness of its efforts. Accordingly, it is not possible for the Company to predict the duration and ultimate extent to which this will affect its business, future results of operations, and financial condition at this time.

Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Jun. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Significant Accounting Policies Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include determining the estimated lives of property and equipment, stock-based compensation including the estimated fair value per share of common stock prior to the date the Company became public, and the valuation allowance for deferred tax assets. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Concentrations of Credit Risk and Other Risks and Uncertainties Credit risk represents the accounting loss that would be recognized as of the reporting date if counterparties failed completely to perform as contracted. Financial instruments, which potentially subject the Company to concentration of credit risk, consist of cash balances maintained in excess of federal depository insurance limits and investments in U.S. Treasury securities that are not federally insured. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk on cash or investments. The Company relies, and expects to continue to rely, on a small number of vendors to provide services, supplies and materials related to its research and development programs. These programs could be adversely affected by a significant interruption in these services or the availability of materials. Segment Reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision market (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is its CODM. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment. The Company’s long-lived assets are entirely based in the United States. Cash and Cash Equivalents The Company considers all highly-liquid investments with an original maturity of three months or less as of the date of acquisition to be cash equivalents. Investments The Company considers investments with an original maturity greater than three months and remaining maturities less than one year to be short-term investments. The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as long-term investments. The Company classifies its investments as available for sale and reports them at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). Investments sold prior to maturity, the cost of investments sold is based on the specific identification method. Realized gains and losses on the sale of investments are recorded in other income (expense), net in the condensed consolidated statement of operations. Other-than-temporary Impairment The Company evaluates its investments with unrealized losses for other-than-temporary impairment. When assessing investments for other-than-temporary declines in value, the Company considers factors such as, among other things, the extent and length of time the investment’s fair value has been lower than its cost basis, the financial condition and near-term prospects of the investment, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value, and the expected cash flows from the security. If any adjustments to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the condensed consolidated statement of operations and condensed consolidated statement of comprehensive loss. No such adjustments were necessary during the periods presented. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Specific incremental costs (i.e. consisting of legal, accounting and other fees and costs) directly attributable to a proposed or actual offering of securities are deferred and charged against the gross proceeds of the offering. In the event of a significant delay or cancellation of a planned offering of securities, all of the costs are expensed. Offering costs capitalized as of December 31, 2020 were $0.2 million and are included within Other long term assets on the Company’s condensed consolidated balance sheets. There were no deferred offering costs capitalized as of June 30, 2021. Leases The Company determines if an arrangement includes a lease at inception by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Operating leases with a term of more than one year are included in operating lease right-of-use ("ROU") assets and operating lease liabilities on the Company's condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments. Operating lease ROU assets and liabilities are recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term. The Company uses the incremental borrowing rate commensurate with the lease term based on the information available at the lease commencement date in determining the present value of the lease payments as the Company's leases generally do not provide an implicit rate. ROU assets initially equal the lease liability, adjusted for any prepaid lease payments and initial direct costs incurred, less any lease incentives received. Certain of the Company's leases include renewal options which allow the Company to, at its election, renew or extend the lease for a fixed or indefinite period of time. These renewal periods are included in the lease terms when the Company is reasonably certain the options will be exercised. Lease expense is recognized on a straight-line basis over the lease term when leases are operating leases. If finance lease, expense is recognized over the lease term within interest expense and amortization in the Company’s condensed consolidated statements of operations. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company's facility leases and to account for the lease and non-lease components as a single lease component. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less. Comprehensive Loss Comprehensive loss consists of net loss and other gains or losses affecting stockholders’ equity (deficit) that, under U.S. GAAP are excluded from net loss. For the three and six months ended June 30, 2021 and December 31, 2020, unrealized gains and losses on debt securities were included as components of comprehensive loss. Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Recently Adopted Accounting Standards In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The ASU will become effective for annual periods beginning after December 15, 2020. The Company adopted this guidance effective January 1, 2021 using prospective method, which did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which amends existing guidance on the impairment of financial assets and adds an impairment model that is based on expected losses rather than incurred losses and requires an entity to recognize as an allowance its estimate of expected credit losses for its financial assets. An entity will apply this guidance through a cumulative-effect adjustment to retained earnings upon adoption (a modified-retrospective approach) while a prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. This ASU is effective for the Company’s fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements and related disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. The guidance will be effective for the Company’s annual reporting periods beginning after December 15, 2021. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements and related disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848).” The amendments in ASU 2020-04 provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company is in the process of evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements and related disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements.

Reverse Recapitalization

6 Months Ended

Jun. 30, 2021

Reverse Recapitalization [Abstract]

Reverse Recapitalization

On June 9, 2021, ARYA merged with Legacy Nautilus, with Legacy Nautilus surviving as the surviving company and as a wholly-owned subsidiary of ARYA.

As a result of the Business Combination, Legacy Nautilus equity holders received an aggregate number of shares of New Nautilus Common Stock equal to (i) $900.0 million plus $24.3 million, which reflects the aggregate exercise price of all stock options (whether vested or unvested) of Legacy Nautilus at the consummation of the Business Combination, divided by (ii) $10.00 giving effect to the exchange ratio of approximately 3.6281 (“Exchange Ratio”) based on the terms of the Business Combination Agreement. For purposes of calculating the aggregate number of New Nautilus Common Stock issuable to each holder of Legacy Nautilus Common Stock pursuant to the Business Combination Agreement, all Legacy Nautilus Common Stock held by such holder was aggregated, and the Exchange Ratio was applied to that aggregate number of shares held by such holder, and not on a share-by-share basis, and the number of New Nautilus Common Stock issued was rounded down to the nearest whole share. At the Closing Date, (i) an aggregate of 18,721,137 shares of Class A and Class B ordinary shares of ARYA were exchanged for an equivalent number of Common Stock, (ii) an aggregate of 85,324,118 shares of Common Stock were issued in exchange for the shares of Nautilus outstanding as of immediately prior to the Business Combination and (iii) an aggregate of 20,000,000 shares of Common stock were issued to the PIPE Investors in the PIPE Financing with total gross proceeds of $200.0 million. Moreover, at the Closing, all options to purchase shares of Nautilus were exchanged for comparable options to purchase shares of Common Stock based on an implied Legacy Nautilus equity value of $900.0 million. Immediately after giving effect to the transactions, there were 124,045,255 shares of Common Stock outstanding and 7,106,767 shares of Common Stock subject to outstanding options under the 2017 Plan.

The Business Combination is accounted for as a reverse recapitalization under U.S. GAAP. This determination is primarily based on Legacy Nautilus stockholders comprising a relative majority of the voting power of Nautilus and having the ability to nominate the members of the Board, Legacy Nautilus’s operations prior to the acquisition comprising the only ongoing operations of Nautilus, and Legacy Nautilus’s senior management comprising a majority of the senior management of Nautilus. Under this method of accounting, ARYA is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Nautilus represent a continuation of the financial statements of Legacy Nautilus with the Business Combination being treated as the equivalent of Nautilus issuing stock for the net assets of ARYA, accompanied by a recapitalization. The net assets of ARYA are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Nautilus. All periods prior to the Business Combination have

been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization.

In connection with the Business Combination, the Company raised $335.4 million of net proceeds. This amount was comprised of $135.4 million of cash held in ARYA’s trust account from its initial public offering, net of ARYA’s transaction costs and underwriters’ fees of $10.1 million, and $200.0 million of cash in connection with the PIPE Financing. The Company incurred $8.1 million of transaction costs, consisting of banking, legal, and other professional fees which were recorded as a reduction to additional paid-in capital.

The number of shares of Common Stock issued immediately following the consummation of the Business Combination was:


			Number of Shares
Common Stock of ARYA outstanding prior to the Business Combination			19,186,500
Less redemption of ARYA shares			(465,363)
Common Stock of ARYA			18,721,137
Shares issued in PIPE Financing			20,000,000
Business Combination and PIPE Financing shares			38,721,137
Legacy Nautilus shares			85,324,118
Total shares of Common Stock immediately after the Business Combination			124,045,255

Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following table details the assets carried at fair value and measured on a recurring basis within the three levels of fair value as of June 30, 2021 and December 31, 2020:


(in thousands)			Gross Unrealized						Reported as:
June 30, 2021	Amortized Cost		Gains		Losses		Fair Value		Cash and cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	$	174,167	$	—	$	—	$	174,167	$	174,167	$	—	$	—
U.S. treasury securities	15,260		6		—		15,266		—		—		15,266
Total Level 1	189,427		6		—		189,433		174,167		—		15,266
Level 2
Commercial paper	192,138		—		(15)		192,123		114,220		77,903		—
Corporate debt securities	6,855		—		(1)		6,854		—		6,854		—
Total Level 2	198,993		—		(16)		198,977		114,220		84,757		—
Total Level 1 and Level 2	$	388,420	$	6	$	(16)	$	388,410	$	288,387	$	84,757	$	15,266


(in thousands)			Gross Unrealized						Reported as:
December 31, 2020	Amortized Cost		Gains		Losses		Fair Value		Cash and cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	$	36,607	$	—	$	—	$	36,607	$	36,607	$	—	$	—
U.S. treasury bills	40,132		4		(1)		40,135		—		40,135		—

Total Level 1	$	76,739	$	4	$	(1)	$	76,742	$	36,607	$	40,135	$	—

Contractual maturities of short-term investments as of June 30, 2021 and December 31, 2020 are due in one year or less. Contractual maturities of long-term investments as of June 30, 2021 are due after 1 year through 5 years.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Composition of Certain Condensed Consolidated Financial Statement Line Items

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Composition of Certain Condensed Consolidated Financial Statement Line Items

Property and Equipment, Net

Property and equipment consisted of the following:


(in thousands)	June 30, 2021		December 31, 2020
Laboratory equipment	$	3,268	$	2,256
Leasehold improvements	176		169
Furniture, fixtures and office equipment	126		126
Computer hardware	114		105
	3,684		2,656
Less: Accumulated depreciation	(1,764)		(1,285)
Total	1,920		1,371
Construction in progress	21		—
Property and equipment, net	$	1,941	$	1,371

The Company recorded depreciation expense of $0.3 million and $0.5 million for the three and six months ended June 30, 2021, respectively, and $0.2 million and $0.3 million for the three and six months ended June 30, 2020, respectively, which was primarily allocated to research and development expense.

Other Long Term Assets

Other long term assets consisted of the following:


(in thousands)	June 30, 2021		December 31, 2020
Restricted cash	$	612	$	612
Deferred offering costs	—		212
Deposits	—		315
Total	$	612	$	1,139

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


(in thousands)	June 30, 2021		December 31, 2020
Employee compensation	$	595	$	484
Accrued professional and consulting fees	347		452
Other	374		133
Total	$	1,316	$	1,069

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following:


(in thousands)	June 30, 2021		December 31, 2020
Cash and cash equivalents	$	288,387	$	36,607
Restricted cash included in other long term assets	612		612
Total	$	288,999	$	37,219

Redeemable Convertible Preferred Stock	6 Months Ended
Redeemable Convertible Preferred Stock	Jun. 30, 2021
Temporary Equity [Abstract]
Redeemable Convertible Preferred Stock	Redeemable Convertible Preferred Stock On June 9, 2021, upon the closing of the Business Combination (Note 3), all of the outstanding redeemable convertible preferred stock was converted to New Nautilus Common Stock pursuant to the Exchange Ratio effective immediately prior to the Business Combination and the remaining amount was reclassified to additional paid-in capital. As of June 30, 2021 the Company had no issued and outstanding Preferred Stock shares.

Common Stock

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Common Stock

On June 9, 2021, the Business Combination was consummated (Note 3) and the Company issued 38,721,137 shares for an aggregate purchase price of $327.3 million, net of issuance costs of $8.1 million. Immediately following the Business Combination, there were 124,045,255 shares of Common Stock outstanding. The holder of each share of Common Stock is entitled to one vote.

The Company has retroactively adjusted the shares issued and outstanding prior to June 9, 2021 to give effect to the exchange ratio established in the Business Combination Agreement to determine the number of shares of Common Stock into which they were converted into.

In June 2021, pursuant to the Business Combination, the Company amended its certificate of incorporation to increase the number of authorized common stock shares to 1,000,000,000 shares. There were 124,094,390 shares issued and outstanding as of June 30, 2021.

Common Stock Warrants

In connection with a term loan that the Company entered into during fiscal year 2017, 63,491 common stock warrants were issued to the lender, and recorded at fair value within additional paid-in capital in stockholders’ equity (deficit). Fair value was determined using the Black-Scholes Option Pricing Model. There were no common stock warrants issued during the three and six months ended June 30, 2021 and 2020. During the three months ended June 30, 2021, all common stock warrants were net exercised and the Company issued 62,722 Common Stock shares to the lender.

Common stock warrants as of December 31, 2020 were as follows:

December 31, 2020

Outstanding Warrants

Number of Warrants

Exercise Price

Expiration Date

Common stock

63,491

0.12

9/7/2027

Total outstanding common stock warrants

63,491

Common Stock Reserved for Future Issuance

Shares of common stock reserved for future issuance on an as-if converted basis, were as follows:


	June 30, 2021	December 31, 2020
Stock options issued and outstanding	8,014,879	5,145,547
Shares available for grant under 2021 Equity Incentive Plan	15,225,353	—
Shares available for grant under 2021 Employee Stock Purchase Plan	1,244,900	—
Convertible preferred stock	—	52,175,965
Common stock warrants outstanding	—	63,491
Shares available for grant under 2017 Equity Incentive Plan	—	2,349,673
Total shares of common stock reserved	24,485,132	59,734,676

The shares of the Company’s common, redeemable convertible preferred stock, common stock warrants and shares available for grant, prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. For the three and six months ended June 30, 2021 and 2020, no income tax expense or benefit was recognized, primarily due to a full valuation allowance recorded against its deferred tax asset.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock Option Plan and Stock-based Compensation

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Stock Option Plan and Stock-based Compensation

On June 8, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 Plan”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”). As of June 30, 2021, 15,225,353 and 1,244,900 shares were available for grant under the 2021 Plan and 2021 ESPP, respectively. The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the least of (i) 18,672,200 shares, (ii) a number of shares equal to five percent (5%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator no later than the last day of the immediately preceding fiscal year. The number of shares of common stock available for issuance under the 2021 ESPP will be increased on the first day of each fiscal year beginning on January 1, 2022, in an amount equal to the least of (i) 3,734,500 shares of common stock, (ii) a number of shares of common stock equal to one percent (1%) of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator no later than the last day of the immediately preceding fiscal year.

Under the 2021 Plan, the Company can grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to employees, directors and consultants. Under the 2021 ESPP, the Company can grant stock options to employees to purchase shares of Common Stock at a purchase price which equal to 85% of the fair market value of common stock on the enrollment date or on the exercise date, whichever is lower.

No further awards will be granted under the 2017 Equity Incentive Plan (“2017 Plan”) and 7,106,767 shares of common stock were initially reserved for outstanding awards issued under the 2017 Plan at the time of adoption of the 2021 Plan and the 2021 ESPP.

In determining the compensation cost of the option awards, the fair value for each option award has been estimated using the Black Scholes model. The significant assumptions used in these calculations are summarized as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
	2021	2020(1)	2021		2020
Expected term (in years)	5.6 - 6.1	N/A	5.5 - 6.6		6.0 - 6.1
Expected volatility	93.0% - 93.7%	N/A	92.0% - 94.2%		96.4% - 96.5%
Expected dividend rate	0.0%	N/A	0.0	%	0.0	%
Risk free interest rate	0.91% - 1.02%	N/A	0.53% - 1.02%		1.44%
Stock price	$10.10 - $11.16	N/A	$7.56 - $11.16		$0.46

________________

(1) There were no awards granted during the three months ended June 30, 2020.

Expected term: The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding. The Company does not have sufficient historical exercise and post-vesting termination activity to provide accurate data for estimating the expected term of options and has 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 volatility: As the Company is not publicly traded, the expected volatility for the Company’s stock options was determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Company’s business corresponding to the expected term of the awards.

Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock.

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.

Fair value of common stock: The fair value of the shares of common stock underlying the stock options has historically been determined by the Company’s Board of Directors. Because there has been no public market for the common stock, the Board of Directors has determined the fair value of the common stock at the time of grant of the option by contemporaneous valuations performed by an unrelated third-party valuation firm as well as a number of objective and subjective factors including valuation of comparable companies, sales of convertible preferred stock to unrelated third parties, operating and financial performance, the implied equity value of the Company as contemplated by the Business Combination, the lack of liquidity of capital stock and general and industry specific economic outlook, among other factors. The fair value of common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Subsequent to the completion of the Business Combination (Note 3) the fair value of the Company’s common stock is determined based on its closing market price.

The awards granted in late January 2021 were granted at the grant date fair value on the date of the grant. The Company’s board of directors made a determination of the fair market value of our common stock which contemplated the implied equity value of the Company per the Business Combination Agreement that was executed on February 7, 2021. For the period following execution of the Business Combination Agreement through June 30, 2021, 964,503 shares were granted.

The following table summarizes option award activity during the six months ended June 30, 2021:


	Number of Stock Option Awards	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2020	5,145,547	$	0.85
Granted	3,063,588	$	9.92
Exercised	(65,003)	$	0.72
Forfeited	(129,253)	$	5.18
Outstanding as of June 30, 2021	8,014,879	$	4.25	9.1	$	46,968
Options vested and expected to vest as of June 30, 2021	8,014,879	$	4.25
Vested and exercisable at June 30, 2021	1,177,340	$	0.46	7.5	$	11,346

As of June 30, 2021, there was $27.6 million of total unrecognized compensation expense expected to be recognized over a weighted average-period of 3.48 years. Aggregate intrinsic value represents the difference between the fair market value of the common stock and the exercise price of outstanding, in-the-money options.

The Company’s option award quantities and prices, prior to the Business Combination (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3.

Restricted Stock

In January 2017, the Company granted 32,652,640 shares of restricted common stock to founders for future services that vest over four years from the date of grant.

Activity with respect to restricted stock during the six months ended June 30, 2021 was as follows:


	Number of Shares Underlying Outstanding Restricted Stock	Weighted- Average Grant Date Fair Value
Unvested, December 31, 2020	569,721	$	0.00003
Vested	(569,721)	$	0.00003
Unvested, June 30, 2021	—

Stock-based Compensation Expense

The following sets forth the total stock-based compensation expense for the Company’s stock options included in the Company’s condensed consolidated statement of operations:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Research and development	$	666	$	24	$	1,163	$	29
General and administrative	1,154		17		1,993		31
Total stock-based compensation expense	$	1,820	$	41	$	3,156	$	60

Commitment and Contingencies

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Purchase Commitments

Open purchase commitments are for the purchase of goods and services related to, but not limited to, research and development, facilities, and professional services under non-cancellable contracts. They were not recorded as

liabilities on the condensed consolidated balance sheet as of June 30, 2021 as the Company had not yet received the related goods or services. As of June 30, 2021, the Company had open purchase commitments for goods and services of $1.4 million, which are expected to be received through the next 12 months.

Legal Proceedings

From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business. Management believes that there are currently no claims or actions pending against the Company where the ultimate disposition could have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

Leases

The Company is obligated under certain non-cancelable operating leases for office space and laboratory space. This space includes operating leases in Seattle, Washington, Menlo Park, California and San Carlos, California. The operating lease in Seattle, Washington expired in April 2021 and will continue to be renewed month to month while the Company negotiates on a new lease. The operating lease in Menlo Park, California expired in February 2020. In February 2021, the Company amended its existing facility lease contract in San Carlos, California which was executed to shorten the remaining term of the lease (expected to expire in December 2021) and reduce monthly lease payments and was accounted for as a modification. The impact of this modification reduced the operating lease right-of-use asset and lease liability balance as a $3.3 million non-cash adjustment. Additionally, as a result of the remaining lease term being less than a year, the total remaining operating lease liability balance was classified as current.

In December 2020, the Company entered into a new lease in San Carlos, California for ten years commencing in September 2021 and expiring in September 2031 with total minimum lease payments of $42.1 million. In December 2020, the Company also entered into a temporary office space lease agreement in San Carlos, California commencing in February 2021 and expiring in October 2021 with total minimum lease payments of $1.2 million. The temporary office space lease agreement was recognized as a short-term lease due to the election of the short-term lease measurement and recognition exemption.

The components of lease costs, which were included in operating expenses in condensed consolidated statements of operations, were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Fixed operating lease costs	$	362	$	501	$	863	$	1,095
Variable operating lease costs	10		10		20		66
Short-term lease costs	440		—		619		—
Sublease income	—		—		—		(77)
Total lease costs	$	812	$	511	$	1,502	$	1,084

For the six months ended June 30, 2021 and 2020, cash paid for amounts included in the measurement of lease liabilities included in cash flows used in operating activities was $0.8 million and $0.8 million, respectively.

As of June 30, 2021, the weighted-average remaining lease term and weighted-average discount rate for operating leases is 0.5 years and 10.0% respectively.

The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of June 30, 2021:


	Lease Obligations
(in thousands)
Six months ending December 31, 2021	$	1,298


Total future minimum lease payments	1,298
Less: Imputed interest	(18)
Total operating lease liabilities	$	1,280

Total future principal contractual obligations for operating lease commitments exceeded the undiscounted lease liability by $0.6 million as of June 30, 2021 because the lease liability in the condensed consolidated balance sheet excluded short-term lease payments.

Guarantees and Indemnifications

In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnifications will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions.

The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may be subject to indemnification obligation by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.

Letter of Credit

In conjunction with the San Carlos lease agreement entered in December 2020, the Company issued a cash-collateralized letter of credit in lieu of security deposit of $0.6 million. The cash amount is recorded as restricted cash under Other long-term assets on the Company’s condensed consolidated balance sheet.

Basic and Diluted Net Loss per Share

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Basic and Diluted Net Loss per Share

The following tables set forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2021 and 2020:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share amounts)	2021		2020		2021		2020
Numerator:
Net loss attributable to common stockholders	$	(10,713)	$	(3,355)	$	(19,122)	$	(6,289)
Denominator:
Weighted average common shares outstanding	55,070,480		32,948,898		44,130,773		32,940,561
Less: Weighted-average unvested restricted shares and shares subject to repurchase	—		(4,764,366)		(34,624)		(5,618,947)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted	55,070,480		28,184,532		44,096,149		27,321,614
Net loss per share attributable to common stockholders, basic and diluted:	$	(0.19)	$	(0.12)	$	(0.43)	$	(0.23)

As a result of the Business Combination, the Company has retroactively adjusted the weighted-average number of shares of Common Stock outstanding prior to the Closing Date by multiplying them by the Exchange Ratio of 3.6281 used to determine the number of shares of New Nautilus Common Stock into which they converted (Note 3). The Common Stock issued as a result of the redeemable convertible preferred stock conversion on the Closing Date was included in the basic net loss per share calculation on a prospective basis.

The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows:


	Three and Six Months Ended June 30,
		2021	2020
Convertible preferred stock (on an as-converted basis)		—	52,175,965
Options to purchase common stock		8,014,879	2,124,022
Unvested restricted common stock		—	3,988,044
Common stock warrants		—	63,491
Total potentially dilutive common share equivalents		8,014,879	58,351,522

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events In July 2021, the Company entered into a 7-year non-cancellable operating lease, commencing in August 2021, for an additional office space in Seattle, Washington. Total non-cancellable payments under this lease aggregate $4.5 million through June 2028.

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission for interim financial reporting. The accompanying financial statements are consolidated for the three months and six months ended June 30, 2021 and include the accounts of Nautilus Biotechnology, Inc. (i.e. former ARYA) and its wholly-owned subsidiary, Legacy Nautilus, following the Reverse Recapitalization as further discussed in Note 3 “Reverse Recapitalization”. All other accompanying financial statements as of December 31, 2020 and for the three months and six months ended June 30, 2020 include only the accounts of Legacy Nautilus. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020 and the related notes included in the Company’s Final Prospectus filed with the SEC on August 6, 2021 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1 (File No. 333-258100). The information as of December 31, 2020 included on the condensed consolidated balance sheets was derived from the Company’s audited financial statements. The condensed consolidated financial statements were prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position as of June 30, 2021 and the results of operations and cash flows for the three and six months ended June 30, 2021 and 2020. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The Company’s reporting currency is the U.S. dollar.
Use of Estimates	The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include determining the estimated lives of property and equipment, stock-based compensation including the estimated fair value per share of common stock prior to the date the Company became public, and the valuation allowance for deferred tax assets. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.
Concentrations of Credit Risk and Other Risks and Uncertainties	Credit risk represents the accounting loss that would be recognized as of the reporting date if counterparties failed completely to perform as contracted. Financial instruments, which potentially subject the Company to concentration of credit risk, consist of cash balances maintained in excess of federal depository insurance limits and investments in U.S. Treasury securities that are not federally insured. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk on cash or investments. The Company relies, and expects to continue to rely, on a small number of vendors to provide services, supplies and materials related to its research and development programs. These programs could be adversely affected by a significant interruption in these services or the availability of materials.
Segment Reporting	Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision market (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is its CODM. The Company’s CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment. The Company’s long-lived assets are entirely based in the United States.
Cash and Cash Equivalents	The Company considers all highly-liquid investments with an original maturity of three months or less as of the date of acquisition to be cash equivalents.
Investments	The Company considers investments with an original maturity greater than three months and remaining maturities less than one year to be short-term investments. The Company classifies those investments that are not required for use in current operations and that mature in more than 12 months as long-term investments. The Company classifies its investments as available for sale and reports them at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). Investments sold prior to maturity, the cost of investments sold is based on the specific identification method. Realized gains and losses on the sale of investments are recorded in other income (expense), net in the condensed consolidated statement of operations. Other-than-temporary Impairment The Company evaluates its investments with unrealized losses for other-than-temporary impairment. When assessing investments for other-than-temporary declines in value, the Company considers factors such as, among other things, the extent and length of time the investment’s fair value has been lower than its cost basis, the financial condition and near-term prospects of the investment, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value, and the expected cash flows from the security. If any adjustments to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the condensed consolidated statement of operations and condensed consolidated statement of comprehensive loss. No such adjustments were necessary during the periods presented.
Fair Value of Financial Instruments	Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Offering Costs	Specific incremental costs (i.e. consisting of legal, accounting and other fees and costs) directly attributable to a proposed or actual offering of securities are deferred and charged against the gross proceeds of the offering. In the event of a significant delay or cancellation of a planned offering of securities, all of the costs are expensed. Offering costs capitalized as of December 31, 2020 were $0.2 million and are included within Other long term assets on the Company’s condensed consolidated balance sheets. There were no deferred offering costs capitalized as of June 30, 2021.
Leases	The Company determines if an arrangement includes a lease at inception by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Operating leases with a term of more than one year are included in operating lease right-of-use ("ROU") assets and operating lease liabilities on the Company's condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments. Operating lease ROU assets and liabilities are recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term. The Company uses the incremental borrowing rate commensurate with the lease term based on the information available at the lease commencement date in determining the present value of the lease payments as the Company's leases generally do not provide an implicit rate. ROU assets initially equal the lease liability, adjusted for any prepaid lease payments and initial direct costs incurred, less any lease incentives received. Certain of the Company's leases include renewal options which allow the Company to, at its election, renew or extend the lease for a fixed or indefinite period of time. These renewal periods are included in the lease terms when the Company is reasonably certain the options will be exercised. Lease expense is recognized on a straight-line basis over the lease term when leases are operating leases. If finance lease, expense is recognized over the lease term within interest expense and amortization in the Company’s condensed consolidated statements of operations. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company's facility leases and to account for the lease and non-lease components as a single lease component. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less.
Comprehensive loss	Comprehensive loss consists of net loss and other gains or losses affecting stockholders’ equity (deficit) that, under U.S. GAAP are excluded from net loss. For the three and six months ended June 30, 2021 and December 31, 2020, unrealized gains and losses on debt securities were included as components of comprehensive loss.
Accounting Pronouncements	The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below. Recently Adopted Accounting Standards In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The ASU will become effective for annual periods beginning after December 15, 2020. The Company adopted this guidance effective January 1, 2021 using prospective method, which did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which amends existing guidance on the impairment of financial assets and adds an impairment model that is based on expected losses rather than incurred losses and requires an entity to recognize as an allowance its estimate of expected credit losses for its financial assets. An entity will apply this guidance through a cumulative-effect adjustment to retained earnings upon adoption (a modified-retrospective approach) while a prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. This ASU is effective for the Company’s fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements and related disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as the elimination of exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments, and tax basis step-up in goodwill obtained in a transaction that is not a business combination. The guidance will be effective for the Company’s annual reporting periods beginning after December 15, 2021. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements and related disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848).” The amendments in ASU 2020-04 provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company is in the process of evaluating the impact of the adoption of this ASU on its condensed consolidated financial statements and related disclosures and does not anticipate adoption to have a material impact on its condensed consolidated financial statements.

Reverse Recapitalization (Tables)

6 Months Ended

Jun. 30, 2021

Reverse Recapitalization [Abstract]

Schedule of Reverse Recapitalization

The number of shares of Common Stock issued immediately following the consummation of the Business Combination was:


			Number of Shares
Common Stock of ARYA outstanding prior to the Business Combination			19,186,500
Less redemption of ARYA shares			(465,363)
Common Stock of ARYA			18,721,137
Shares issued in PIPE Financing			20,000,000
Business Combination and PIPE Financing shares			38,721,137
Legacy Nautilus shares			85,324,118
Total shares of Common Stock immediately after the Business Combination			124,045,255

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis

The following table details the assets carried at fair value and measured on a recurring basis within the three levels of fair value as of June 30, 2021 and December 31, 2020:


(in thousands)			Gross Unrealized						Reported as:
June 30, 2021	Amortized Cost		Gains		Losses		Fair Value		Cash and cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	$	174,167	$	—	$	—	$	174,167	$	174,167	$	—	$	—
U.S. treasury securities	15,260		6		—		15,266		—		—		15,266
Total Level 1	189,427		6		—		189,433		174,167		—		15,266
Level 2
Commercial paper	192,138		—		(15)		192,123		114,220		77,903		—
Corporate debt securities	6,855		—		(1)		6,854		—		6,854		—
Total Level 2	198,993		—		(16)		198,977		114,220		84,757		—
Total Level 1 and Level 2	$	388,420	$	6	$	(16)	$	388,410	$	288,387	$	84,757	$	15,266


(in thousands)			Gross Unrealized						Reported as:
December 31, 2020	Amortized Cost		Gains		Losses		Fair Value		Cash and cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	$	36,607	$	—	$	—	$	36,607	$	36,607	$	—	$	—
U.S. treasury bills	40,132		4		(1)		40,135		—		40,135		—

Total Level 1	$	76,739	$	4	$	(1)	$	76,742	$	36,607	$	40,135	$	—

Composition of Certain Condensed Consolidated Financial Statement Line Items (Tables)

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Property, Plant and Equipment

Property and equipment consisted of the following:


(in thousands)	June 30, 2021		December 31, 2020
Laboratory equipment	$	3,268	$	2,256
Leasehold improvements	176		169
Furniture, fixtures and office equipment	126		126
Computer hardware	114		105
	3,684		2,656
Less: Accumulated depreciation	(1,764)		(1,285)
Total	1,920		1,371
Construction in progress	21		—
Property and equipment, net	$	1,941	$	1,371

Schedule of Other Assets, Noncurrent

Other long term assets consisted of the following:


(in thousands)	June 30, 2021		December 31, 2020
Restricted cash	$	612	$	612
Deferred offering costs	—		212
Deposits	—		315
Total	$	612	$	1,139

Schedule of Accrued Liabilities

Accrued expenses and other liabilities consisted of the following:


(in thousands)	June 30, 2021		December 31, 2020
Employee compensation	$	595	$	484
Accrued professional and consulting fees	347		452
Other	374		133
Total	$	1,316	$	1,069

Other Current Liabilities

Accrued expenses and other liabilities consisted of the following:


(in thousands)	June 30, 2021		December 31, 2020
Employee compensation	$	595	$	484
Accrued professional and consulting fees	347		452
Other	374		133
Total	$	1,316	$	1,069

Schedule of Cash and Cash Equivalents

Cash, cash equivalents and restricted cash consisted of the following:


(in thousands)	June 30, 2021		December 31, 2020
Cash and cash equivalents	$	288,387	$	36,607
Restricted cash included in other long term assets	612		612
Total	$	288,999	$	37,219

Restrictions on Cash and Cash Equivalents

Cash, cash equivalents and restricted cash consisted of the following:


(in thousands)	June 30, 2021		December 31, 2020
Cash and cash equivalents	$	288,387	$	36,607
Restricted cash included in other long term assets	612		612
Total	$	288,999	$	37,219

Common Stock (Tables)

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Schedule of Warrants or Rights

Common stock warrants as of December 31, 2020 were as follows:

December 31, 2020

Outstanding Warrants

Number of Warrants

Exercise Price

Expiration Date

Common stock

63,491

0.12

9/7/2027

Total outstanding common stock warrants

63,491

Schedule of Common Stock Reserved for Future Issuance

Shares of common stock reserved for future issuance on an as-if converted basis, were as follows:


	June 30, 2021	December 31, 2020
Stock options issued and outstanding	8,014,879	5,145,547
Shares available for grant under 2021 Equity Incentive Plan	15,225,353	—
Shares available for grant under 2021 Employee Stock Purchase Plan	1,244,900	—
Convertible preferred stock	—	52,175,965
Common stock warrants outstanding	—	63,491
Shares available for grant under 2017 Equity Incentive Plan	—	2,349,673
Total shares of common stock reserved	24,485,132	59,734,676

Stock Option Plan and Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Significant Assumptions

The significant assumptions used in these calculations are summarized as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
	2021	2020(1)	2021		2020
Expected term (in years)	5.6 - 6.1	N/A	5.5 - 6.6		6.0 - 6.1
Expected volatility	93.0% - 93.7%	N/A	92.0% - 94.2%		96.4% - 96.5%
Expected dividend rate	0.0%	N/A	0.0	%	0.0	%
Risk free interest rate	0.91% - 1.02%	N/A	0.53% - 1.02%		1.44%
Stock price	$10.10 - $11.16	N/A	$7.56 - $11.16		$0.46

________________

(1) There were no awards granted during the three months ended June 30, 2020.

Schedule of Stock Option Activity

The following table summarizes option award activity during the six months ended June 30, 2021:


	Number of Stock Option Awards	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2020	5,145,547	$	0.85
Granted	3,063,588	$	9.92
Exercised	(65,003)	$	0.72
Forfeited	(129,253)	$	5.18
Outstanding as of June 30, 2021	8,014,879	$	4.25	9.1	$	46,968
Options vested and expected to vest as of June 30, 2021	8,014,879	$	4.25
Vested and exercisable at June 30, 2021	1,177,340	$	0.46	7.5	$	11,346

Schedule of Restricted Stock Activity

Activity with respect to restricted stock during the six months ended June 30, 2021 was as follows:


	Number of Shares Underlying Outstanding Restricted Stock	Weighted- Average Grant Date Fair Value
Unvested, December 31, 2020	569,721	$	0.00003
Vested	(569,721)	$	0.00003
Unvested, June 30, 2021	—

Schedule of Stock Based Compensation Expense

The following sets forth the total stock-based compensation expense for the Company’s stock options included in the Company’s condensed consolidated statement of operations:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Research and development	$	666	$	24	$	1,163	$	29
General and administrative	1,154		17		1,993		31
Total stock-based compensation expense	$	1,820	$	41	$	3,156	$	60

Commitment and Contingencies (Tables)

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Lessee, Operating Lease, Liability, Maturity

The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of June 30, 2021:


	Lease Obligations
(in thousands)
Six months ending December 31, 2021	$	1,298


Total future minimum lease payments	1,298
Less: Imputed interest	(18)
Total operating lease liabilities	$	1,280

Components of Lease Cost

The components of lease costs, which were included in operating expenses in condensed consolidated statements of operations, were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Fixed operating lease costs	$	362	$	501	$	863	$	1,095
Variable operating lease costs	10		10		20		66
Short-term lease costs	440		—		619		—
Sublease income	—		—		—		(77)
Total lease costs	$	812	$	511	$	1,502	$	1,084

Basic and Diluted Net Loss per Share (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following tables set forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2021 and 2020:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share amounts)	2021		2020		2021		2020
Numerator:
Net loss attributable to common stockholders	$	(10,713)	$	(3,355)	$	(19,122)	$	(6,289)
Denominator:
Weighted average common shares outstanding	55,070,480		32,948,898		44,130,773		32,940,561
Less: Weighted-average unvested restricted shares and shares subject to repurchase	—		(4,764,366)		(34,624)		(5,618,947)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted	55,070,480		28,184,532		44,096,149		27,321,614
Net loss per share attributable to common stockholders, basic and diluted:	$	(0.19)	$	(0.12)	$	(0.43)	$	(0.23)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three and Six Months Ended June 30,
		2021	2020
Convertible preferred stock (on an as-converted basis)		—	52,175,965
Options to purchase common stock		8,014,879	2,124,022
Unvested restricted common stock		—	3,988,044
Common stock warrants		—	63,491
Total potentially dilutive common share equivalents		8,014,879	58,351,522

Description of Business and Basis of Presentation (Details) - USD ($)		1 Months Ended
	Jun. 09, 2021	Jun. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Accumulated deficit		$ (49,447,000)	$ (30,325,000)
Cash, cash equivalents, and short-term investments		373,100,000
Proceeds from sale of stock and reverse recapitalization transaction		345,500,000
Payments of transaction costs	$ 8,100,000	$ 18,200,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Shares issued in transaction (in shares)	20,000,000
Price per share (in dollars per share)	$ 10.00
Consideration received on transaction	$ 200,000,000.0

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Deferred offering costs	$ 0	$ 200,000

Reverse Recapitalization - Narrative (Details)		1 Months Ended	6 Months Ended
Reverse Recapitalization - Narrative (Details)	Jun. 09, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) shares	Jun. 30, 2021 USD ($) shares	Jun. 30, 2020 USD ($)	Jun. 08, 2021 shares	Dec. 31, 2020 shares
Schedule Of Reverse Recapitalization [Line Items]
Stock converted, value, reverse recapitalization	$ 900,000,000.0
Recapitalization exchange ratio, per share (in dollars per share) \| $ / shares	$ 10.00
Recapitalization exchange ratio	3.6281	3.6281	3.6281
Common stock, shares outstanding (in shares) \| shares	124,045,255	124,094,390	124,094,390			33,069,513
Stock converted, reverse recapitalization (in shares) \| shares	85,324,118
Equity value	$ 900,000,000.0
Stock options issued and outstanding (in shares) \| shares	7,106,767	8,014,879	8,014,879			5,145,547
Net proceeds from reverse recapitalization and PIPE financing	$ 335,400,000		$ 335,409,000	$ 0
Cash acquired through reverse recapitalization	135,400,000
Reverse recapitalization, cash paid to shareholders	10,100,000
Gross proceeds from private placement	200,000,000.0
Payments of transaction costs	$ 8,100,000	$ 18,200,000
Arya Sciences Acquisition Corp III
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares) \| shares	18,721,137				19,186,500
Private Placement
Schedule Of Reverse Recapitalization [Line Items]
Shares issued in transaction (in shares) \| shares	20,000,000
Consideration received on transaction	$ 200,000,000.0
Options
Schedule Of Reverse Recapitalization [Line Items]
Stock converted, value, reverse recapitalization	$ 24,300,000

Reverse Recapitalization - Shares Reconciliation (Details) - shares	Jun. 09, 2021	Jun. 30, 2021	Jun. 08, 2021	Dec. 31, 2020
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	124,045,255	124,094,390		33,069,513
Common Stock of Arya (in shares)	18,721,137
Shares issued in PIPE Financing (in shares)	20,000,000
Merger and PIPE Financing shares (in shares)	38,721,137
Legacy Nautilus shares (in shares)	85,324,118
Arya Sciences Acquisition Corp III
Schedule Of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	18,721,137		19,186,500
Less redemption of Arya shares (in shares)	(465,363)

Fair Value Measurements - Nautilus (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	$ 388,420
Gains	6
Losses	(16)
Fair Value	388,410
Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	288,387
Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	84,757
Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	15,266
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	189,427	$ 76,739
Gains	6	4
Losses	0	(1)
Fair Value	189,433	76,742
Level 1 \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	174,167	36,607
Level 1 \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	40,135
Level 1 \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	15,266	0
Level 1 \| Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	174,167	36,607
Gains	0	0
Losses	0	0
Fair Value	174,167	36,607
Level 1 \| Mutual funds \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	174,167	36,607
Level 1 \| Mutual funds \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	0
Level 1 \| Mutual funds \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	0
Level 1 \| U.S. treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	15,260	40,132
Gains	6	4
Losses	0	(1)
Fair Value	15,266	40,135
Level 1 \| U.S. treasury securities \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	0
Level 1 \| U.S. treasury securities \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	40,135
Level 1 \| U.S. treasury securities \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	15,266	$ 0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	198,993
Gains	0
Losses	(16)
Fair Value	198,977
Level 2 \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	114,220
Level 2 \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	84,757
Level 2 \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0
Level 2 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	192,138
Gains	0
Losses	(15)
Fair Value	192,123
Level 2 \| Commercial paper \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	114,220
Level 2 \| Commercial paper \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	77,903
Level 2 \| Commercial paper \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0
Level 2 \| Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	6,855
Gains	0
Losses	(1)
Fair Value	6,854
Level 2 \| Corporate debt securities \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0
Level 2 \| Corporate debt securities \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	6,854
Level 2 \| Corporate debt securities \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 0

Composition of Certain Condensed Consolidated Financial Statement Line Items - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Less: Accumulated depreciation	$ (1,764)		$ (1,764)		$ (1,285)
Property and equipment, net	1,941		1,941		1,371
Depreciation	300	$ 200	479	$ 327
Laboratory equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,268		3,268		2,256
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	176		176		169
Furniture, fixtures and office equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	126		126		126
Computer hardware
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	114		114		105
Depreciable Property, Plant and Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,684		3,684		2,656
Property and equipment, net	1,920		1,920		1,371
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 21		$ 21		$ 0

Composition of Certain Condensed Consolidated Financial Statement Line Items - Other Long-term Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Restricted cash	$ 612	$ 612
Deferred offering costs	0	212
Deposits	0	315
Total	$ 612	$ 1,139

Composition of Certain Condensed Consolidated Financial Statement Line Items - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Employee compensation	$ 595	$ 484
Accrued professional and consulting fees	347	452
Other	374	133
Total	$ 1,316	$ 1,069

Composition of Certain Condensed Consolidated Financial Statement Line Items - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 288,387	$ 36,607
Restricted cash included in other long term assets	612	612
Total	$ 288,999	$ 37,219	$ 32,871	$ 595

Redeemable Convertible Preferred Stock - Narrative (Details)	Jun. 30, 2021 shares
Temporary Equity [Abstract]
Redeemable convertible preferred stock, shares issued (in shares)	0
Redeemable convertible preferred stock, shares outstanding (in shares)	0

Common Stock - Narrative (Details) $ in Thousands		1 Months Ended	3 Months Ended	6 Months Ended
Common Stock - Narrative (Details) $ in Thousands	Jun. 09, 2021 USD ($) shares	Jun. 30, 2021 USD ($) shares	Jun. 30, 2021 USD ($) shares	Jun. 30, 2021 USD ($) shares	Dec. 31, 2020 shares	Jun. 30, 2020 shares	Dec. 31, 2017 shares
Equity [Abstract]
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares)	38,721,137
Issuance of common stock upon the reverse recapitalization, net of issuance costs \| $	$ 327,300		$ 327,280	$ 327,280
Payments of transaction costs \| $	$ 8,100	$ 18,200
Common stock, shares outstanding (in shares)	124,045,255	124,094,390	124,094,390	124,094,390	33,069,513
Common stock, shares issued (in shares)		124,094,390	124,094,390	124,094,390	33,069,513
Common stock, shares authorized (in shares)		1,000,000,000	1,000,000,000	1,000,000,000	98,672,620
Warrants issued (in shares)		0	0	0		0	63,491
Issuance of common stock upon exercise of warrants (in shares)			62,722
Recapitalization exchange ratio	3.6281	3.6281	3.6281	3.6281

Common Stock - Warrants (Details) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Equity [Abstract]
Number of Warrants Outstanding (in shares)	0	63,491
Exercise Price (in dollars per share)		$ 0.12

Common Stock - Common Stock Reserved for Future Issuance (Details) - shares	Jun. 30, 2021	Jun. 09, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Stock options issued and outstanding (in shares)	8,014,879	7,106,767	5,145,547
Convertible preferred stock (in shares)	0		52,175,965
Common stock warrants outstanding (in shares)	0		63,491
Total shares of common stock reserved (in shares)	24,485,132		59,734,676
2021 Equity Incentive Plan
Class of Stock [Line Items]
Shares available for grant under equity plan (in shares)	15,225,353		0
2021 Employee Stock Purchase Plan
Class of Stock [Line Items]
Shares available for grant under equity plan (in shares)	1,244,900		0
2017 Equity Incentive Plan
Class of Stock [Line Items]
Shares available for grant under equity plan (in shares)	0		2,349,673
Total shares of common stock reserved (in shares)	7,106,767

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Stock Option Plan and Stock-based Compensation - Narrative (Details) $ in Millions	1 Months Ended	5 Months Ended	6 Months Ended
	Jan. 31, 2017 shares	Jun. 30, 2021 USD ($) shares	Jun. 30, 2021 USD ($) shares	Jun. 09, 2021	Dec. 31, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved (in shares)		24,485,132	24,485,132		59,734,676
Grants (in shares)		964,503
Unrecognized compensation expense \| $		$ 27.6	$ 27.6
Unrecognized compensation expense, period for recognition			3 years 5 months 23 days
Recapitalization exchange ratio		3.6281	3.6281	3.6281
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under equity plan (in shares)		15,225,353	15,225,353		0
Number of additional shares authorized (in shares)			18,672,200
Percentage of outstanding stock maximum			5.00%
2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under equity plan (in shares)		1,244,900	1,244,900		0
Number of additional shares authorized (in shares)			3,734,500
Percentage of outstanding stock maximum			1.00%
2017 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under equity plan (in shares)		0	0		2,349,673
Shares of common stock reserved (in shares)		7,106,767	7,106,767
Employee Stock \| 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price of common stock, percent			85.00%
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants (in shares)	32,652,640
Award vesting period	4 years

Stock Option Plan and Stock-based Compensation - Significant Assumptions (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		0	3,063,588
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	93.00%		92.00%	96.40%
Expected volatility, maximum	93.70%		94.20%	96.50%
Expected dividend rate	0.00%		0.00%	0.00%
Risk free interest rate, minimum	0.91%		0.53%
Risk free interest rate, maximum	1.02%		1.02%
Risk free interest rate				1.44%
Stock price (in dollars per share)				$ 0.46
Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 7 months 6 days		5 years 6 months	6 years
Stock price (in dollars per share)	$ 10.10		$ 7.56
Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 1 month 6 days		6 years 7 months 6 days	6 years 1 month 6 days
Stock price (in dollars per share)	$ 11.16		$ 11.16

Stock Option Plan and Stock-based Compensation - Stock Option Activity (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2020 shares	Jun. 30, 2021 USD ($) $ / shares shares
Number of Stock Option Awards
Outstanding beginning balance (in shares) \| shares		5,145,547
Granted (in shares) \| shares	0	3,063,588
Exercised (in shares) \| shares		(65,003)
Forfeited (in shares) \| shares		(129,253)
Outstanding ending balance (in shares) \| shares		8,014,879
Options vested and expected to vest (in shares) \| shares		8,014,879
Vested and exercisable (in shares) \| shares		1,177,340
Weighted Average Exercise Price
Outstanding beginning balance (in dollars per share) \| $ / shares		$ 0.85
Granted (in dollars per share) \| $ / shares		9.92
Exercised (in dollars per share) \| $ / shares		0.72
Forfeited (in dollars per share) \| $ / shares		5.18
Outstanding ending balance (in dollars per share) \| $ / shares		4.25
Options vested and expected to vest (in dollars per share) \| $ / shares		4.25
Vested and exercisable (in dollars per share) \| $ / shares		$ 0.46
Options outstanding, weighted average remaining contractual life		9 years 1 month 6 days
Vested and exercisable, weighted average remaining contractual life		7 years 6 months
Options outstanding, aggregate intrinsic value \| $		$ 46,968,000
Vested and exercisable, aggregate intrinsic value \| $		$ 11,346,000

Stock Option Plan and Stock-based Compensation - Restricted Stock Activity (Details) - Restricted Stock	6 Months Ended
	Jun. 30, 2021 $ / shares shares
Number of Shares Underlying Outstanding Restricted Stock
Unvested beginning balance (in shares)	569,721
Vested (in shares)	(569,721)
Unvested ending balance (in shares)	0
Weighted- Average Grant Date Fair Value
Unvested beginning balance (in dollars per share) \| $ / shares	$ 0.00003
Vested (in dollars per share) \| $ / shares	$ 0.00003

Stock Option Plan and Stock-based Compensation - Stock Based Compensation Expense (Details) - Options - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,820	$ 41	$ 3,156	$ 60
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	666	24	1,163	29
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,154	$ 17	$ 1,993	$ 31

Commitment and Contingencies - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Feb. 28, 2021	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Open purchase commitment		$ 1,400
Operating lease, noncash adjustment	$ 3,300
Total minimum lease payments		1,298
Cash paid for lease liabilities included in operating activities		$ 800	$ 800
Weighted average remaining lease term		6 months
Weighted average discount rate		10.00%
Short-term lease payments		$ 600
Letters of credit				$ 600
September 2021 to September 2031
Lessee, Lease, Description [Line Items]
Term of contract				10 years
Total minimum lease payments				$ 42,100
February 2021 to October 2021
Lessee, Lease, Description [Line Items]
Total minimum lease payments				$ 1,200

Commitment and Contingencies - Components of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Fixed operating lease costs	$ 362	$ 501	$ 863	$ 1,095
Variable operating lease costs	10	10	20	66
Short-term lease costs	440	0	619	0
Sublease income	0	0	0	(77)
Total lease costs	$ 812	$ 511	$ 1,502	$ 1,084

Commitment and Contingencies - Lease Maturity (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of fiscal year	$ 1,298
Total future minimum lease payments	1,298
Less: Imputed interest	(18)
Total operating lease liabilities	$ 1,280

Basic and Diluted Net Loss per Share - Basic and Diluted Not Loss per Share (Details) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2020 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2020 USD ($) $ / shares shares	Jun. 09, 2021
Earnings Per Share [Abstract]
Net loss attributable to common stockholders, basic \| $	$ (10,713)	$ (3,355)	$ (19,122)	$ (6,289)
Net loss attributable to common stockholders, diluted \| $	$ (10,713)	$ (3,355)	$ (19,122)	$ (6,289)
Weighted average common shares outstanding (in shares)	55,070,480	32,948,898	44,130,773	32,940,561
Less: Weighted-average unvested restricted shares and shares subject to repurchase	0	(4,764,366)	(34,624)	(5,618,947)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	55,070,480	28,184,532	44,096,149	27,321,614
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	55,070,480	28,184,532	44,096,149	27,321,614
Net loss per share attributable to common stockholders, basic (in dollars per share) \| $ / shares	$ (0.19)	$ (0.12)	$ (0.43)	$ (0.23)
Net loss per share attributable to common stockholders, diluted (in dollars per share) \| $ / shares	$ (0.19)	$ (0.12)	$ (0.43)	$ (0.23)
Recapitalization exchange ratio	3.6281		3.6281		3.6281

Basic and Diluted Net Loss per Share - Antidilutive Securities (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	8,014,879	58,351,522	8,014,879	58,351,522
Convertible preferred stock (on an as-converted basis)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	0	52,175,965	0	52,175,965
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	8,014,879	2,124,022	8,014,879	2,124,022
Unvested restricted common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	0	3,988,044	0	3,988,044
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	0	63,491	0	63,491

Subsequent Events (Details) - USD ($) $ in Thousands	Aug. 10, 2021	Jun. 30, 2021
Subsequent Event [Line Items]
Total minimum lease payments		$ 1,298
Subsequent Event
Subsequent Event [Line Items]
Term of contract	7 years
Total minimum lease payments	$ 4,500