0001808805-23-000011 | 10-K | XBRL Viewer | Nautilus Biotechnology INC

Income Taxes

12 Months Ended

Dec. 31, 2022

The Company is liable for income taxes in the United States. For the years ended December 31, 2022 and 2021, the Company did not have any income for income tax purposes and therefore, no tax liability or expense has been recorded in these financial statements. The difference between the tax at the statutory federal tax rate and no tax provision recorded by the Company is primarily due to the Company’s full valuation allowance against its deferred tax assets.

A reconciliation between the expected income tax provision at the federal statutory rate and the reported income tax provision is approximately as follows:


(in thousands)	Year Ended December 31, 2022		Year Ended December 31, 2021
Federal income tax at statutory rate	$	(12,164)	$	(10,566)
State income tax, net of federal benefit	(3,126)		(3,042)
Permanent differences	308		116
Tax credits generated in current year	(2,607)		(1,617)
Valuation allowance change	17,127		15,086
Other	462		23
Total	$	—	$	—

As of December 31, 2022, the Company had federal net operating loss carryforwards of $0.5 million that begin to expire in 2037 and federal net operating loss carryforwards of $51.5 million that arose after the 2017 tax year that will carryforward indefinitely and will be subject to the 80% of taxable income limitation. The Company has state net operating loss carryforwards of $21.1 million that will begin to expire in 2037.

As of December 31, 2022, the Company had research and development tax credit carryover of $4.2 million and $3.2 million for federal and state tax purposes, respectively. If not utilized, the federal carryforward will expire in various amounts beginning in 2039. The California credits can be carried forward indefinitely.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of revenue since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, the Company has provided a full valuation allowance against the

net deferred tax assets. The valuation allowance increased by $17.1 million during the year ended December 31, 2022. Management reevaluates the positive and negative evidence at each reporting period.

Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Components of the Company’s deferred tax assets are as follows:


(in thousands)	December 31, 2022		December 31, 2021
Deferred tax assets
Depreciation and amortization	$	11,142	$	11,928
Capitalized research and development	7,607		—
Loss carryforwards	12,402		7,319
Lease liabilities	8,005		8,122
Tax credit carryforwards	5,408		2,800
Equity-based compensation	4,015		1,813
Other accruals and reserves	246		41
Total deferred tax assets	48,825		32,023
Valuation allowance for deferred tax assets	(41,205)		(24,078)
Total deferred tax assets, net of valuation allowance	$	7,620	$	7,945

Deferred tax liability
Right-of-use assets	(7,620)		(7,945)
Net deferred tax assets (liability)	$	—	$	—

The Company began to file income tax returns in the United States in 2017. All tax years are open to examination.

The Tax Cuts and Jobs Act contained a provision which requires the capitalization of Section 174 costs incurred in years beginning on or after January 1, 2022. Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software, or technique. This provision changes the treatment of Section 174 costs such that the expenditures are no longer allowed as an immediate deduction but rather must be capitalized and amortized. We have included the impact of this provision, which results in a deferred tax asset of approximately $7.6 million as of December 31, 2022.

A valuation allowance of $41.2 million and $24.1 million at December 31, 2022 and 2021, respectively, has been recognized to offset net deferred tax assets where realization of such net deferred tax assets is determined to be more likely than not to not be realized. The valuation allowance increased by $17.1 million in 2022, and increased by $15.1 millions in 2021, which was primarily due to changes in our deferred tax asset balances. The 2022 increase in the valuation allowance was primarily due to the net operating loss and tax credit generation, capitalized research and development expense and share-based compensation. The 2021 increase in the valuation allowance was primarily due to the net operating loss and tax credit generation, capitalized startup costs and share-based compensation.

The Company had an unrecognized tax benefit balance of $1.5 million and $0.8 million related to research and development credits and California net operating loss carryforward as of December 31, 2022 and 2021, respectively. No amount of unrecognized tax benefits as of December 31, 2022, if recognized, would reduce the Company’s effective tax rate because the benefits would be in the form of tax credit carryforwards, which would be reduced to $0 by a full valuation allowance. There are no provisions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. Because the

statute of limitations does not expire until after the net operating loss and credit carryforwards are actually used, the statutes are still open on calendars years ending 2017 forward for federal and state purposes.

A reconciliation of the beginning and ending amount of the liability for uncertain tax positions, excluding potential interest and penalties, is as follows:


(in thousands)	December 31, 2022		December 31, 2021
Beginning balance	$	837	$	391
Increase based on current year tax positions	616		446
Increase for prior year tax positions	91		—

Ending balance	$	1,544	$	837

Net operating loss and tax credit carry-forwards are subject to review and possible adjustment by the Internal Revenue Service (the “IRS”) and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50% as defined under Sections 382 and 383 in the Code, which could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the Company’s value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not, as yet, conducted a study to determine if any such changes have occurred that could limit its ability to use the net operating loss and tax credit carryforwards.

- 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.

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+ Details

Common Stock (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

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:


	December 31, 2022	December 31, 2021
Shares available for grant under 2021 Equity Incentive Plan	17,298,043	14,481,463
Stock options issued and outstanding	11,485,443	8,550,076
Shares available for grant under 2021 Employee Stock Purchase Plan	2,388,735	1,244,900
Total shares of common stock reserved	31,172,221	24,276,439

Common Stock

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Common Stock

On June 9, 2021, the Business Combination (as defined in Note 1 and further described in Note 3) was consummated 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. There were 124,865,485 shares issued and outstanding as of December 31, 2022.

Common Stock Reserved for Future Issuance

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


	December 31, 2022	December 31, 2021
Shares available for grant under 2021 Equity Incentive Plan	17,298,043	14,481,463
Stock options issued and outstanding	11,485,443	8,550,076
Shares available for grant under 2021 Employee Stock Purchase Plan	2,388,735	1,244,900
Total shares of common stock reserved	31,172,221	24,276,439

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 and further described in Note 3) 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.

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+ Details

Reverse Recapitalization

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization [Abstract]

Reverse Recapitalization

On June 9, 2021, Mako Merger Sub 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

Composition of Certain Consolidated Financial Statement Line Items

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Composition of Certain Financial Statement Line Items

Composition of Certain Consolidated Financial Statement Line Items

Property and Equipment, Net

Property and equipment consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Laboratory equipment	$	4,892	$	4,032
Leasehold improvements	13		8
Computer hardware	166		157
Furniture, fixtures and office equipment	25		1
Prototype equipment	332		—
Construction in progress	1,235		279
	6,663		4,477
Less: Accumulated depreciation	(2,963)		(1,994)
Total	$	3,700	$	2,483

The Company recorded $1.2 million and $1.0 million of depreciation expense for the years ended December 31, 2022 and 2021, respectively, which was primarily allocated to research and development expense.

Other Long-term Assets

Other long-term assets consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Restricted cash	$	954	$	842
Deposits	154		155
Total	1,108		997

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Employee compensation	$	1,669	$	1,465
Accrued research and development	970		518
Accrued professional and consulting fees	451		411
Accrued facilities	—		337
Other	438		388
Total	3,528		3,119

Cash, Cash Equivalents and Restricted Cash

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


(in thousands)	December 31, 2022	December 31, 2021
Cash and cash equivalents	114,523	185,619
Restricted cash included in other long-term assets	954	842
Total	115,477	186,461

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation between the expected income tax provision at the federal statutory rate and the reported income tax provision is approximately as follows:


(in thousands)	Year Ended December 31, 2022		Year Ended December 31, 2021
Federal income tax at statutory rate	$	(12,164)	$	(10,566)
State income tax, net of federal benefit	(3,126)		(3,042)
Permanent differences	308		116
Tax credits generated in current year	(2,607)		(1,617)
Valuation allowance change	17,127		15,086
Other	462		23
Total	$	—	$	—

Schedule of Deferred Tax Assets and Liabilities

Components of the Company’s deferred tax assets are as follows:


(in thousands)	December 31, 2022		December 31, 2021
Deferred tax assets
Depreciation and amortization	$	11,142	$	11,928
Capitalized research and development	7,607		—
Loss carryforwards	12,402		7,319
Lease liabilities	8,005		8,122
Tax credit carryforwards	5,408		2,800
Equity-based compensation	4,015		1,813
Other accruals and reserves	246		41
Total deferred tax assets	48,825		32,023
Valuation allowance for deferred tax assets	(41,205)		(24,078)
Total deferred tax assets, net of valuation allowance	$	7,620	$	7,945

Deferred tax liability
Right-of-use assets	(7,620)		(7,945)
Net deferred tax assets (liability)	$	—	$	—

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending amount of the liability for uncertain tax positions, excluding potential interest and penalties, is as follows:


(in thousands)	December 31, 2022		December 31, 2021
Beginning balance	$	837	$	391
Increase based on current year tax positions	616		446
Increase for prior year tax positions	91		—

Ending balance	$	1,544	$	837

Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 837	$ 391
Increase based on current year tax positions	616	446
Increase for prior year tax positions	91	0
Ending balance	$ 1,544	$ 837

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Useful Lives Assigned to Property and Equipment

Useful lives assigned to property and equipment are as follows:


Laboratory equipment			3 years to 5 years
Prototype equipment			3 years
Computer hardware			3 years
Furniture and fixtures			3 years
Office equipment			3 years to 5 years
Leasehold improvements			Shorter of estimated useful life or remaining lease term

Property and equipment consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Laboratory equipment	$	4,892	$	4,032
Leasehold improvements	13		8
Computer hardware	166		157
Furniture, fixtures and office equipment	25		1
Prototype equipment	332		—
Construction in progress	1,235		279
	6,663		4,477
Less: Accumulated depreciation	(2,963)		(1,994)
Total	$	3,700	$	2,483

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

USD ($)

Common Stock

USD ($)

Additional Paid-in Capital

USD ($)

Accumulated Other Comprehensive Income (Loss)

USD ($)

Accumulated Deficit

USD ($)

Series Seed

USD ($)

Series A

USD ($)

Series B

USD ($)

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

^[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) | 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 Dec. 31, 2021 | shares

^[1]

Redeemable Convertible Preferred Stock, ending balance at Dec. 31, 2021

$ 0

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

^[1]

33,069,513

Beginning balance at Dec. 31, 2020

$ (29,721)

$ 1

$ 600

$ 3

$ (30,325)

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

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

^[1]

273,696

Issuance of common stock upon exercise of vested stock options

167

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

^[1]

62,772

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

7,934

Other comprehensive loss

(187)

Net loss

(50,315)

Ending balance (in shares) at Dec. 31, 2021 | shares

^[1]

124,303,083

Ending balance at Dec. 31, 2021

$ 363,576

$ 12

444,388

(184)

(80,640)

Redeemable Convertible Preferred Stock, ending balance (in shares) at Dec. 31, 2022 | shares

^[1]

Redeemable Convertible Preferred Stock, ending balance at Dec. 31, 2022

$ 0

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

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

463,207

^[1]

Issuance of common stock upon exercise of vested stock options

$ 330

330

Issuance of common stock under employee stock purchase plan (in shares) | shares

^[1]

99,195

Issuance of common stock under employee stock purchase plan

232

Stock-based compensation expense

10,380

Other comprehensive loss

(1,670)

Net loss

(57,924)

Ending balance (in shares) at Dec. 31, 2022 | shares

^[1]

124,865,485

Ending balance at Dec. 31, 2022

$ 314,924

$ 12

$ 455,330

$ (1,854)

$ (138,564)

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

Recapitalization exchange ratio

3.6281

[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.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Assets Carried at Fair Value and Measured on a 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 December 31, 2022 and 2021:


(in thousands)			Gross Unrealized						Reported as:
December 31, 2022	Amortized Cost		Gains		Losses		Fair Value		Cash and cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	1,121		—		—		1,121		1,121		—		—
U.S. treasury securities	52,686		4		(774)		51,916		—		2,873		49,043
Total Level 1	53,807		4		(774)		53,037		1,121		2,873		49,043
Level 2
Commercial paper	156,419		3		(266)		156,156		113,402		42,754		—
Corporate debt securities	14,154		—		(71)		14,083		—		7,224		6,859
Agency bonds	91,114		33		(783)		90,364		—		17,097		73,267
Total Level 2	261,687		36		(1,120)		260,603		113,402		67,075		80,126
Total Level 1 and Level 2	$	315,494	$	40	$	(1,894)	$	313,640	$	114,523	$	69,948	$	129,169


(in thousands)			Gross Unrealized						Reported as:
December 31, 2021	Amortized Cost		Gains		Losses		Fair Value		Cash and cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	21,925		—		—		21,925		21,925		—		—
U.S. treasury bills	15,156		—		(20)		15,136		—		15,136		—
Total Level 1	37,081		—		(20)		37,061		21,925		15,136		—
Level 2
Commercial paper	301,906		2		(90)		301,818		163,694		138,124		—
Corporate debt securities	14,299		—		(36)		14,263		—		6,850		7,413
Agency bonds	8,998		—		(40)		8,958		—		—		8,958
Total Level 2	325,203		2		(166)		325,039		163,694		144,974		16,371
Total Level 1 and Level 2	$	362,284	$	2	$	(186)	$	362,100	$	185,619	$	160,110	$	16,371

Schedule of Unrealized Losses and Fair Values of Available-for-Sale Securities in an Unrealized Loss Position


(in thousands)	Securities in Unrealized Loss Position Less than 12 months				Securities in Unrealized Loss Position Greater than 12 months				Total
December 31, 2022	Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value
U.S. treasury securities	$	774	$	49,114	$	—	$	—	$	774	$	49,114
Commercial paper	266		151,354		—		—		266		151,354
Corporate debt securities	14		6,859		57		7,224		71		14,083
Agency bonds	670		50,531		113		8,887		783		59,418
Total	$	1,724	$	257,858	$	170	$	16,111	$	1,894	$	273,969

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Depreciation and amortization	$ 11,142	$ 11,928
Capitalized research and development	7,607	0
Loss carryforwards	12,402	7,319
Lease liabilities	8,005	8,122
Tax credit carryforwards	5,408	2,800
Equity-based compensation	4,015	1,813
Other accruals and reserves	246	41
Total deferred tax assets	48,825	32,023
Valuation allowance for deferred tax assets	(41,205)	(24,078)
Total deferred tax assets, net of valuation allowance	7,620	7,945
Deferred tax liability
Right-of-use assets	(7,620)	(7,945)
Net deferred tax assets (liability)	$ 0	$ 0

Reverse Recapitalization - Narrative (Details)		1 Months Ended	12 Months Ended
Reverse Recapitalization - Narrative (Details)	Jun. 09, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Jun. 08, 2021 shares
Schedule Of Reverse Recapitalization [Line Items]
Stock converted, value, reverse recapitalization	$ 900,000,000
Recapitalization exchange ratio, per share (in dollars per share) \| $ / shares	$ 10.00
Recapitalization exchange ratio	3.6281		3.6281
Common stock, shares outstanding (in shares) \| shares	124,045,255		124,865,485	124,303,083
Stock converted, reverse recapitalization (in shares) \| shares	85,324,118
Equity value	$ 900,000,000
Stock options issued and outstanding (in shares) \| shares	7,106,767		11,485,443	8,550,076
Net proceeds from reverse recapitalization and PIPE financing	$ 335,400,000		$ 0	$ 335,409,000
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
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
Options
Schedule Of Reverse Recapitalization [Line Items]
Stock converted, value, reverse recapitalization	$ 24,300,000

Composition of Certain Consolidated Financial Statement Line Items - Property and Equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 6,663	$ 4,477
Less: Accumulated depreciation	(2,963)	(1,994)
Total	3,700	2,483
Depreciation	1,217	1,019
Laboratory equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	4,892	4,032
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	13	8
Computer hardware
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	166	157
Furniture, fixtures and office equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	25	1
Prototype equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	332	0
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,235	$ 279

Composition of Certain Consolidated Financial Statement Line Items - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Employee compensation	$ 1,669	$ 1,465
Accrued research and development	970	518
Accrued professional and consulting fees	451	411
Accrued facilities	0	337
Other	438	388
Total	$ 3,528	$ 3,119

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

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 consolidated balance sheet as of December 31, 2022 as the Company had not yet received the related goods or services. As of December 31, 2022, the Company had open purchase commitments for goods and services of $1.7 million, all of 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-cancellable operating leases for office space and laboratory space. This space includes operating leases in Seattle, Washington, San Carlos, California, and San Diego, California.

Seattle Leases

The operating lease in Seattle, Washington expired in April 2021 and continued to be renewed month to month until August 2021. In July 2021, the Company entered into a 7-year non-cancellable operating lease, which commenced 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.

San Carlos Leases

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 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. In September 2021, the Company further amended the facility lease contract in San Carlos, California to shorten the remaining term of the lease to expire in October 2021 and was also accounted for as a modification.

In December 2020, the Company entered into a new lease in San Carlos, California for ten years which commenced in October 2021 and expiring in October 2031 with total minimum lease payments of $40.7 million.

In December 2020, the Company also entered into a temporary office space lease agreement in San Carlos, California which commenced in February 2021 and expired 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.

In December 2021, the Company entered into another lease in San Carlos, California for nine years that is expected to commence in the first quarter of 2023 and expiring in October 2031. The Company can terminate this lease after five years from the commencement date without bearing any significant termination penalties and therefore the Company concluded that the lease term is five years with total minimum lease payments of $7.2 million. The Company may utilize funds from the landlord of up to $2.0 million with an interest rate of 7% to finance its tenant improvements. As of December 31, 2022, $0.8 million has been utilized.

San Diego Lease

In November 2022, the Company entered into a lease in San Diego, California for 39 months commencing in December 2022. Total non-cancellable payments under this lease aggregate $2.1 million through March 2026.

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


(in thousands)	Year Ended December 31, 2022		Year Ended December 31, 2021
Fixed operating lease costs	$	4,751	$	2,539
Short-term lease costs	25		1,225
Variable operating lease costs	1,655		362
Total lease costs	$	6,431	$	4,126

For the years ended December 31, 2022 and 2021, cash paid for amounts included in the measurement of lease liabilities included in cash flows used in operating activities was $3.9 million and $1.8 million, respectively.

As of December 31, 2022, the weighted-average remaining lease term and weighted-average discount rate for operating leases is 8.19 years and 8.82%, respectively.

The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of December 31, 2022:


(in thousands)
Year Ended December 31,	Lease Obligations
2023	$	4,485
2024	5,207
2025	5,358
2026	5,006
2027	4,977
2028 and thereafter	17,966
Total future minimum lease payments	42,999
Less: Imputed interest	(12,671)
Total operating lease liabilities	$	30,328

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.

Letters 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. In conjunction with the San Carlos lease

agreement entered in December 2021, the Company amended the existing cash-collateralized letter of credit and increased the amount to $0.8 million. In conjunction with the San Diego lease agreement entered in November 2022, the Company issued a cash-collateralized letter of credit in lieu of a security deposit of $0.1 million. The cash amount is recorded as restricted cash under Other long-term assets on the Company’s consolidated balance sheets.

Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Significant Accounting Policies

Use of Estimates

The preparation of the 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 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, research and development accruals, 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 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 marketable debt securities that are not federally insured. The Company has not experienced any realized 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 number of vendors to provide services, supplies and materials related to its research and development programs. The Company relies on single source suppliers for certain components and materials used in the Nautilus platform. The loss of any of these single source suppliers would require the Company to expend significant time and effort to locate and qualify an alternative source of supply for these components. The Company also relies, and expects to continue to rely, on third-party manufacturers and, in many cases, single third-party manufacturers for the production of certain reagents and antibodies. These programs could be adversely affected by a significant interruption in these services or the availability of materials.

The Company is subject to risks similar to those of 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.

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 marketable debt securities as available for sale and reports them at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss). For 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 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 consolidated

statement of operations and 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.

The carrying amounts of cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses and other liabilities approximate their respective fair values due to their short-term nature.

Property and Equipment, net

Property and equipment, net, consisting primarily of laboratory equipment, computers, furniture and fixtures, and office equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful life.

Useful lives assigned to property and equipment are as follows:


Laboratory equipment			3 years to 5 years
Prototype equipment			3 years
Computer hardware			3 years
Furniture and fixtures			3 years
Office equipment			3 years to 5 years
Leasehold improvements			Shorter of estimated useful life or remaining lease term

When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized as income or loss for the period.

Maintenance and repairs are charged to operating expense in the period incurred.

Impairment of Long-Lived Assets

The Company periodically reviews its long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

With respect to property and equipment, the Company compares the carrying value of the long-lived assets with the estimated future net undiscounted cash flows expected to result from the use and eventual disposition of the asset

(or asset group). Should the sum of the estimated future net undiscounted cash flows be less than the carrying value, the Company would recognize an impairment loss as of that date. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived assets. No impairment of long-lived assets was recorded in any of the periods presented.

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 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 it is considered a finance lease, expense is recognized over the lease term within interest expense and amortization in the Company’s 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.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and recent results of operations, primarily over the most recent three-year period.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon an audit. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being recognized. Changes in recognition or measurement are reflected in the period in which the change in judgement occurs.

Research and Development

As part of the process of preparing its financial statements, the Company estimates its accrued expenses. This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of services performed and the associated cost incurred for services for which the Company has not yet been invoiced or otherwise notified of the actual cost. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The Company makes estimates of its accrued expenses at the end of each reporting period based on the facts and circumstances known to the Company at that time. The significant estimates in the Company’s accrued research and development expenses relate to expenses incurred with respect to academic research centers and other vendors in connection with research and development activities for which the Company has not yet been invoiced.

Fair Value of Common Stock

Prior to becoming a public company, the fair value of the Company’s common stock is determined by its Board of Directors with input from management and third-party valuation specialists. The Company’s approach to estimate the fair value of the Company’s common stock is consistent with the methods outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Determining the best estimated fair value of the Company’s common stock requires significant judgement and management considers several factors, including the Company’s stage of development, equity market conditions affecting comparable public companies, significant milestones and progress of research and development efforts. Subsequent to the completion of the Business Combination (as defined in Note 1 and further described in Note 3) the fair value of the Company’s common stock is determined by using the closing price per share of common stock as reported on the Nasdaq.

Stock-based Compensation

The Company accounts for stock-based compensation expense by calculating the estimated fair value of each employee and non-employee award at the grant date or modification date by applying the Black-Scholes option pricing model (the “model”). The model utilizes the estimated value of the Company’s underlying common stock at the measurement date, the expected or contractual term of the option, the expected stock price volatility, risk-free interest rates, and expected dividend yield of the common stock. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. Forfeitures are recognized in the period in which the forfeiture occurs. The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award’s recipient’s service payments are classified. The Company’s stock-based compensation programs include stock options grants, as well as shares issued under its 2021 Employee Stock Purchase Plan.

The Company calculates the expected term as the mid-point between the requisite service period and the contractual term of the award.

The Company bases its estimate of expected volatility on the historical volatility of comparable public companies from a representative peer group selected based on industry, financial, and market capitalization data.

The Company has never declared or paid any dividends and does not currently expect to do so in the future. The risk-free interest rate used in the model is based on the implied yield currently available in the U.S. Treasury securities at maturity with an equivalent term.

Comprehensive Loss

Comprehensive loss consists of net loss and other gains or losses affecting stockholders’ equity that, under U.S. GAAP are excluded from net loss. For the years ended December 31, 2022 and 2021, unrealized losses on marketable debt securities were included as components of comprehensive loss.

Net Loss per Share Attributable to Common Stockholders

dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock, common stock subject to repurchase, stock options and common stock warrants are considered to be potentially dilutive securities. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities as the redeemable convertible preferred stock and early exercised stock options are considered to be participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s redeemable convertible preferred stock does not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. Since the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods.

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 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, 2024. 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 adopted this guidance effective January 1, 2022 using the prospective method, which did not have a material impact on the Company’s 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. This ASU is effective for the Company for its fiscal year ending December 31, 2022. Early adoption is permitted. The Company adopted the ASU effective January 1, 2022, with no material impact on the consolidated financial statements.

Recently Issued Accounting Pronouncements

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 for its fiscal year ending December 31, 2023. Early adoption is permitted. The Company adopted this ASU on January 1, 2023 and the adoption did not have a material impact on its consolidated financial statements.

Equity Incentive Plans and Stock-based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plans 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 December 31, 2022, 17,298,043 and 2,388,735 shares were available for grant under the 2021 Plan and 2021 ESPP, respectively.

2021 Employee Stock Purchase Plan

Under the 2021 ESPP, participants are permitted to purchase shares of Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation. Participants are permitted to purchase shares of the Company’s Common Stock at 85% of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date in each purchase period. Participants may end their participation at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. 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.

The first offering period was from October 1, 2021 through May 31, 2022. For subsequent offering periods, the Company will be offering a six month purchase period. As of December 31, 2022, 99,195 shares of common stock were purchased under the 2021 ESPP.

2021 Equity Incentive Plan

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. Options generally expire ten years after the date of grant. 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.

2017 Equity Incentive Plan

At the time of adoption of the 2021 Plan and the 2021 ESPP, 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.

Grant Date Fair Value of Stock Options

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:


	Year Ended December 31, 2022	Year Ended December 31, 2021
Expected term (in years)	5.3 - 6.1	5.5 - 6.6
Expected volatility	105.2% - 110.4%	90.7% - 94.2%
Expected dividend rate	0.0%	0.0%
Risk free interest rate	1.7% - 4.4%	0.5% - 1.4%
Stock price	$1.74 - $4.72	$5.07 - $11.16

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: Historically, the Company has been a private company and lacked company‑specific historical and implied volatility information for its common stock. Therefore, the expected volatility of the Company’s common stock 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 and the Company expects to continue to do so until such time as the Company has adequate historical data regarding the volatility of its traded common stock price.

Expected dividend yield: The expected dividend rate is zero as the Company 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: Prior to the Business Combination, 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.

The awards granted in late January 2021 had an exercise price equal to the grant date fair value of the Company’s common stock. The Company’s board of directors made a determination of the fair market value of the

Company’s common stock which contemplated the implied equity value of the Company per the Business Combination Agreement that was executed on February 7, 2021.

Subsequent to the completion of the Business Combination (as defined in Note 1 and further described in Note 3) the fair value of the Company’s common stock is determined based on its closing market price.

The following table summarizes option award activity during the year ended December 31, 2022:


	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, 2021	8,550,076	$	4.66


Granted	4,677,363	$	3.59
Exercised	(463,207)	$	0.71
Forfeited	(1,278,789)	$	6.95
Outstanding as of December 31, 2022	11,485,443	$	4.12	8.3	$	3,681
Options vested and expected to vest as of December 31, 2022	11,485,443	$	4.12
Vested and exercisable at December 31, 2022	4,167,416	$	3.85	7.6	$	2,545

The total intrinsic value of options exercised during the years ended December 31, 2022 and 2021 was $1.2 million and $1.7 million, respectively. 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 and further described in Note 3) have been retroactively restated to reflect the exchange ratio of approximately 3.6281 established in the Business Combination as described in Note 3.

The weighted-average grant-date fair value of options granted during the years ended December 31, 2022 and 2021 was $2.98 and $6.83 per share, respectively.

As of December 31, 2022, there was $25.1 million of total unrecognized compensation expense expected to be recognized over a weighted average-period of 2.5 years.

Stock-based Compensation Expense

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


(in thousands)	Year Ended December 31, 2022		Year Ended December 31, 2021
Research and development	$	3,840	$	2,913
General and administrative	6,540		5,021
Total stock-based compensation expense	$	10,380	$	7,934

Reverse Recapitalization - Shares Reconciliation (Details) - shares		12 Months Ended
	Jun. 09, 2021	Dec. 31, 2021
Schedule Of Reverse Recapitalization [Line Items]
Common Stock of ARYA (in shares)	18,721,137
Shares issued in PIPE Financing (in shares)	20,000,000
Business Combination and PIPE Financing shares (in shares)	38,721,137
Legacy Nautilus shares (in shares)	85,324,118
Total shares of Common Stock immediately after the Business Combination (in shares)	124,045,255	124,303,083
Arya Sciences Acquisition Corp III
Schedule Of Reverse Recapitalization [Line Items]
Common Stock of ARYA outstanding prior to the Business Combination (in shares)	19,186,500
Less redemption of Arya shares (in shares)	(465,363)
Total shares of Common Stock immediately after the Business Combination (in shares)	18,721,137

Fair Value Measurements - Unrealized Losses and Fair Values of Available-for-Sale Securities in an Unrealized Loss Position (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	$ 1,724
Securities in Unrealized Loss Position Greater than 12 months	170
Total	1,894
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	257,858
Securities in Unrealized Loss Position Greater than 12 months	16,111
Total	273,969
U.S. treasury securities
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	774
Securities in Unrealized Loss Position Greater than 12 months	0
Total	774
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	49,114
Securities in Unrealized Loss Position Greater than 12 months	0
Total	49,114
Commercial paper
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	266
Securities in Unrealized Loss Position Greater than 12 months	0
Total	266
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	151,354
Securities in Unrealized Loss Position Greater than 12 months	0
Total	151,354
Corporate debt securities
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	14
Securities in Unrealized Loss Position Greater than 12 months	57
Total	71
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	6,859
Securities in Unrealized Loss Position Greater than 12 months	7,224
Total	14,083
Agency bonds
Gross Unrealized Losses
Securities in Unrealized Loss Position Less than 12 months	670
Securities in Unrealized Loss Position Greater than 12 months	113
Total	783
Fair Market Value
Securities in Unrealized Loss Position Less than 12 months	50,531
Securities in Unrealized Loss Position Greater than 12 months	8,887
Total	$ 59,418

Description of Business and Basis of Presentation - Narrative (Details) - USD ($)		1 Months Ended
	Jun. 09, 2021	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Accumulated deficit			$ 138,564,000	$ 80,640,000
Proceeds from sale of stock and reverse recapitalization transaction		$ 345,500,000
Payments of transaction costs	$ 8,100,000	$ 18,200,000
Cash, cash equivalents, and short-term investments			$ 184,500,000
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

Commitments and Contingencies - Future Contractual Obligations for Operating Lease Commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Aug. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
2023	$ 4,485
2024	5,207
2025	5,358
2026	5,006
2027	4,977
2028 and thereafter	17,966
Total future minimum lease payments	42,999	$ 4,500
Less: Imputed interest	(12,671)
Total operating lease liabilities	$ 30,328

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

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 December 31, 2022 and 2021:


(in thousands)			Gross Unrealized						Reported as:
December 31, 2022	Amortized Cost		Gains		Losses		Fair Value		Cash and cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	1,121		—		—		1,121		1,121		—		—
U.S. treasury securities	52,686		4		(774)		51,916		—		2,873		49,043
Total Level 1	53,807		4		(774)		53,037		1,121		2,873		49,043
Level 2
Commercial paper	156,419		3		(266)		156,156		113,402		42,754		—
Corporate debt securities	14,154		—		(71)		14,083		—		7,224		6,859
Agency bonds	91,114		33		(783)		90,364		—		17,097		73,267
Total Level 2	261,687		36		(1,120)		260,603		113,402		67,075		80,126
Total Level 1 and Level 2	$	315,494	$	40	$	(1,894)	$	313,640	$	114,523	$	69,948	$	129,169


(in thousands)			Gross Unrealized						Reported as:
December 31, 2021	Amortized Cost		Gains		Losses		Fair Value		Cash and cash equivalents		Short-term investments		Long-term investments
Level 1
Mutual funds	21,925		—		—		21,925		21,925		—		—
U.S. treasury bills	15,156		—		(20)		15,136		—		15,136		—
Total Level 1	37,081		—		(20)		37,061		21,925		15,136		—
Level 2
Commercial paper	301,906		2		(90)		301,818		163,694		138,124		—
Corporate debt securities	14,299		—		(36)		14,263		—		6,850		7,413
Agency bonds	8,998		—		(40)		8,958		—		—		8,958
Total Level 2	325,203		2		(166)		325,039		163,694		144,974		16,371
Total Level 1 and Level 2	$	362,284	$	2	$	(186)	$	362,100	$	185,619	$	160,110	$	16,371

Contractual maturities of short-term investments as of December 31, 2022 and 2021 are due in one year or less. Contractual maturities of long-term investments as of December 31, 2022 are due after 1 year through 2 years.


(in thousands)	Securities in Unrealized Loss Position Less than 12 months				Securities in Unrealized Loss Position Greater than 12 months				Total
December 31, 2022	Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value		Gross Unrealized Losses		Fair Market Value
U.S. treasury securities	$	774	$	49,114	$	—	$	—	$	774	$	49,114
Commercial paper	266		151,354		—		—		266		151,354
Corporate debt securities	14		6,859		57		7,224		71		14,083
Agency bonds	670		50,531		113		8,887		783		59,418
Total	$	1,724	$	257,858	$	170	$	16,111	$	1,894	$	273,969

There were no continuous unrealized loss positions in excess of twelve months as of December 31, 2021.

- 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

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (57,924)	$ (50,315)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation	10,380	7,934
Amortization of operating lease right-of-use assets	2,199	1,823
Depreciation	1,217	1,019
Amortization (accretion) of premiums (discount) on securities, net	(890)	183
Loss on disposal of property and equipment	0	137
Changes in operating assets and liabilities:
Prepaid expenses and other assets	756	(2,750)
Accounts payable	(561)	1,261
Accrued expenses and other liabilities	409	2,255
Operating lease liabilities	(1,392)	(788)
Net cash used in operating activities	(45,806)	(39,241)
Cash flows from investing activities
Purchases of securities	(186,591)	(221,795)
Purchases of property and equipment	(2,324)	(2,269)
Proceeds from maturities of securities	163,175	85,100
Net cash used in investing activities	(25,740)	(138,964)
Cash flows from financing activities
Proceeds from exercise of stock options	330	167
Proceeds from issuance of common stock under employee stock purchase plan	232	0
Net proceeds from reverse recapitalization and PIPE financing	0	335,409
Payments of offering costs	0	(8,129)
Net cash provided by financing activities	562	327,447
Net (decrease) increase in cash, cash equivalents and restricted cash	(70,984)	149,242
Cash, cash equivalents and restricted cash at beginning of period	186,461	37,219
Cash, cash equivalents and restricted cash at end of period	115,477	186,461
Supplementary cash flow information on non-cash activities:
Right-of-use assets obtained in exchange for operating lease liability	1,688	29,893
Acquisitions of property and equipment included in accounts payable	174	64
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization	0	108,418
Deferred offering costs reclassified to equity	0	8,129
Modification to reduce right-of-use assets and lease liability	$ 0	$ 3,535

Composition of Certain Consolidated Financial Statement Line Items - Other Long-term Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Restricted cash	$ 954	$ 842
Deposits	154	155
Total	$ 1,108	$ 997

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 114,523	$ 185,619
Short-term investments	69,948	160,110
Prepaid expenses and other current assets	2,738	3,493
Total current assets	187,209	349,222
Property and equipment, net	3,700	2,483
Operating lease right-of-use assets	28,866	29,377
Long-term investments	129,169	16,371
Other long-term assets	1,108	997
Total assets	350,052	398,450
Current liabilities:
Accounts payable	1,272	1,723
Accrued expenses and other liabilities	3,528	3,119
Current portion of operating lease liability	1,991	970
Total current liabilities	6,791	5,812
Operating lease liability, net of current portion	28,337	29,062
Total liabilities	35,128	34,874
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 200,000,000 authorized as of December 31, 2022 and December 31, 2021, respectively; 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	0	0
Common stock, $0.0001 par value, 1,000,000,000 shares authorized as of December 31, 2022 and 2021, respectively; 124,865,485 and 124,303,083 shares issued and outstanding as of December 31, 2022 and 2021, respectively	12	12
Additional paid-in capital	455,330	444,388
Accumulated other comprehensive loss	(1,854)	(184)
Accumulated deficit	(138,564)	(80,640)
Total stockholders’ equity	314,924	363,576
Total liabilities and stockholders’ equity	$ 350,052	$ 398,450

Reverse Recapitalization (Tables)

12 Months Ended

Dec. 31, 2022

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

Common Stock - Narrative (Details) $ in Thousands		1 Months Ended	12 Months Ended
Common Stock - Narrative (Details) $ in Thousands	Jun. 09, 2021 USD ($) shares	Jun. 30, 2021 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 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
Payments of transaction costs \| $	$ 8,100	$ 18,200
Common stock, shares outstanding (in shares)	124,045,255		124,303,083	124,865,485
Common stock, shares authorized (in shares)		1,000,000,000		1,000,000,000
Common stock, shares issued (in shares)			124,303,083	124,865,485
Recapitalization exchange ratio	3.6281			3.6281

Description of Business and Basis of Presentation	12 Months Ended
Description of Business and Basis of Presentation	Dec. 31, 2022
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. 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 the Company’s 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 common stock of the Company (“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 consolidated financial statements and accompanying notes were 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. The accompanying financial statements are consolidated for the years ended December 31, 2022 and 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 intercompany transactions and balances have been eliminated upon consolidation. The Company’s reporting currency is the U.S. dollar. Certain prior period amounts were reclassified to conform to the current year presentation of other income (expense). Going Concern The Company’s 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 December 31, 2022, the Company had an accumulated deficit of $138.6 million. The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock and common stock. 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. The Company had cash, cash equivalents, and short-term investments of $184.5 million as of December 31, 2022. As of the date on which these 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 at least the next twelve months following the issuance of the consolidated financial statements. 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, the Company may not be able to raise it 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 be 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 the Company’s research and development activities. 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.

Equity Incentive Plans and Stock-based Compensation - Stock Based Compensation Expense (Details) - Stock Options and Employee Stock Purchase Plan - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 10,380	$ 7,934
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	3,840	2,913
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 6,540	$ 5,021

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Jan. 31, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
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	2701 Eastlake Avenue East
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98102
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 152
Entity Common Stock, Shares Outstanding		124,866,392
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the registrant’s 2023 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the registrant’s fiscal year ended December 31, 2022. Except with respect to information specifically incorporated by reference, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K.
Entity Central Index Key	0001808805
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY

Basic and Diluted Net Loss per Share - Antidilutive Securities Excluded from Computation of Earnings per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	11,548,689	8,609,161
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	11,485,443	8,550,076
Employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive common share equivalents	63,246	59,085

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (57,924)	$ (50,315)
Other comprehensive loss:
Unrealized loss on securities available-for-sale	(1,670)	(187)
Total other comprehensive loss	(1,670)	(187)
Comprehensive loss	$ (59,594)	$ (50,502)

- Definition

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

+ References

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+ Details

Income Taxes - Income Tax Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal income tax at statutory rate	$ (12,164,000)	$ (10,566,000)
State income tax, net of federal benefit	(3,126,000)	(3,042,000)
Permanent differences	308,000	116,000
Tax credits generated in current year	(2,607,000)	(1,617,000)
Valuation allowance change	17,127,000	15,086,000
Other	462,000	23,000
Total	$ 0	$ 0

- Definition

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

+ References + Details

Composition of Certain Consolidated Financial Statement Line Items (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Property and Equipment, Net

Useful lives assigned to property and equipment are as follows:


Laboratory equipment			3 years to 5 years
Prototype equipment			3 years
Computer hardware			3 years
Furniture and fixtures			3 years
Office equipment			3 years to 5 years
Leasehold improvements			Shorter of estimated useful life or remaining lease term

Property and equipment consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Laboratory equipment	$	4,892	$	4,032
Leasehold improvements	13		8
Computer hardware	166		157
Furniture, fixtures and office equipment	25		1
Prototype equipment	332		—
Construction in progress	1,235		279
	6,663		4,477
Less: Accumulated depreciation	(2,963)		(1,994)
Total	$	3,700	$	2,483

Other Long-term Assets

Other long-term assets consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Restricted cash	$	954	$	842
Deposits	154		155
Total	1,108		997

Accrued Expenses

Accrued expenses and other liabilities consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Employee compensation	$	1,669	$	1,465
Accrued research and development	970		518
Accrued professional and consulting fees	451		411
Accrued facilities	—		337
Other	438		388
Total	3,528		3,119

Other Liabilities

Accrued expenses and other liabilities consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Employee compensation	$	1,669	$	1,465
Accrued research and development	970		518
Accrued professional and consulting fees	451		411
Accrued facilities	—		337
Other	438		388
Total	3,528		3,119

Cash, Cash Equivalents

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


(in thousands)	December 31, 2022	December 31, 2021
Cash and cash equivalents	114,523	185,619
Restricted cash included in other long-term assets	954	842
Total	115,477	186,461

Restricted Cash

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


(in thousands)	December 31, 2022	December 31, 2021
Cash and cash equivalents	114,523	185,619
Restricted cash included in other long-term assets	954	842
Total	115,477	186,461

Basic and Diluted Net Loss per Share - Basic and Diluted Net Loss per Share (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jun. 09, 2021
Earnings Per Share [Abstract]
Net loss attributable to common stockholders, basic \| $	$ (57,924)	$ (50,315)
Net loss attributable to common stockholders, diluted \| $	$ (57,924)	$ (50,315)
Weighted average common shares outstanding (in shares)	124,589,555	84,481,251
Weighted-average unvested restricted shares and shares subject to repurchase (in shares)	0	(17,170)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	124,589,555	84,464,081
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	124,589,555	84,464,081
Net loss per share attributable to common stockholders, basic (in dollars per share) \| $ / shares	$ (0.46)	$ (0.60)
Net loss per share attributable to common stockholders, diluted (in dollars per share) \| $ / shares	$ (0.46)	$ (0.60)
Recapitalization exchange ratio	3.6281		3.6281

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Tax liability	$ 0	$ 0
Income tax expense	0	0
Increase in valuation allowance	17,100,000	15,100,000
Total deferred tax assets, net of valuation allowance	7,620,000	7,945,000
Valuation allowance	41,205,000	24,078,000
Unrecognized tax benefits	1,544,000	$ 837,000	$ 391,000
Unrecognized tax benefits that would impact effective tax rate	0
Tax credit carryforward, offset by valuation allowance	0
Decrease in unrecognized tax benefits, reasonably possible	0
Increase in unrecognized tax benefits, reasonably possible	0
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, subject to expiration	500,000
Operating loss carryforwards, not subject to expiration	51,500,000
Domestic Tax Authority \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforward, amount	4,200,000
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, subject to expiration	21,100,000
State and Local Jurisdiction \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforward, amount	$ 3,200,000

Fair Value Measurements - Assets Carried at Fair Value and Measured on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	$ 315,494	$ 362,284
Gains	40	2
Losses	(1,894)	(186)
Fair Value	313,640	362,100
Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	114,523	185,619
Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	69,948	160,110
Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	129,169	16,371
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	53,807	37,081
Gains	4	0
Losses	(774)	(20)
Fair Value	53,037	37,061
Level 1 \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	1,121	21,925
Level 1 \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	2,873	15,136
Level 1 \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	49,043	0
Level 1 \| Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	1,121	21,925
Gains	0	0
Losses	0	0
Fair Value	1,121	21,925
Level 1 \| Mutual funds \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	1,121	21,925
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	52,686	15,156
Gains	4	0
Losses	(774)	(20)
Fair Value	51,916	15,136
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	2,873	15,136
Level 1 \| U.S. treasury securities \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	49,043	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	261,687	325,203
Gains	36	2
Losses	(1,120)	(166)
Fair Value	260,603	325,039
Level 2 \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	113,402	163,694
Level 2 \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	67,075	144,974
Level 2 \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	80,126	16,371
Level 2 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	156,419	301,906
Gains	3	2
Losses	(266)	(90)
Fair Value	156,156	301,818
Level 2 \| Commercial paper \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	113,402	163,694
Level 2 \| Commercial paper \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	42,754	138,124
Level 2 \| Commercial paper \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	0
Level 2 \| Corporate debt securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	14,154	14,299
Gains	0	0
Losses	(71)	(36)
Fair Value	14,083	14,263
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	0
Level 2 \| Corporate debt securities \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	7,224	6,850
Level 2 \| Corporate debt securities \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	6,859	7,413
Level 2 \| Agency bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized Cost	91,114	8,998
Gains	33	0
Losses	(783)	(40)
Fair Value	90,364	8,958
Level 2 \| Agency bonds \| Cash and cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	0
Level 2 \| Agency bonds \| Short-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	17,097	0
Level 2 \| Agency bonds \| Long-term investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 73,267	$ 8,958

Redeemable Convertible Preferred Stock	12 Months Ended
Redeemable Convertible Preferred Stock	Dec. 31, 2022
Temporary Equity [Abstract]
Redeemable Convertible Preferred Stock	Redeemable Convertible Preferred Stock On June 9, 2021, upon the closing of the Business Combination (as defined in Note 1 and further described in 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 December 31, 2022 the Company had no issued and outstanding Preferred Stock shares.

Basic and Diluted Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, 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 years ended December 31, 2022 and 2021:


(in thousands, except share and per share data)	Year Ended December 31, 2022		Year Ended December 31, 2021
Numerator:
Net loss attributable to common stockholders	$	(57,924)	$	(50,315)
Denominator:
Weighted average common shares outstanding	124,589,555		84,481,251
Less: Weighted-average unvested restricted shares and shares subject to repurchase	—		(17,170)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted	124,589,555		84,464,081
Net loss per share attributable to common stockholders, basic and diluted:	$	(0.46)	(0.60)

Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share

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:


	Year Ended December 31, 2022	Year Ended December 31, 2021
Options to purchase common stock	11,485,443	8,550,076
Employee stock purchase plan	63,246	59,085
Total potentially dilutive common share equivalents	11,548,689	8,609,161

Composition of Certain Consolidated Financial Statement Line Items - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 114,523	$ 185,619
Restricted cash included in other long-term assets	954	842
Total	$ 115,477	$ 186,461	$ 37,219

Commitments and Contingencies - Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Fixed operating lease costs	$ 4,751	$ 2,539
Short-term lease costs	1,655	1,225
Variable operating lease costs	25	362
Total lease costs	$ 6,431	$ 4,126

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	200,000,000	200,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,000,000,000
Common stock, shares issued (in shares)	124,865,485	124,303,083
Common stock, shares outstanding (in shares)	124,865,485	124,303,083

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Components of Lease Cost

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


(in thousands)	Year Ended December 31, 2022		Year Ended December 31, 2021
Fixed operating lease costs	$	4,751	$	2,539
Short-term lease costs	25		1,225
Variable operating lease costs	1,655		362
Total lease costs	$	6,431	$	4,126

Schedule of Future Contractual Obligations for Operating Lease Commitments

The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of December 31, 2022:


(in thousands)
Year Ended December 31,	Lease Obligations
2023	$	4,485
2024	5,207
2025	5,358
2026	5,006
2027	4,977
2028 and thereafter	17,966
Total future minimum lease payments	42,999
Less: Imputed interest	(12,671)
Total operating lease liabilities	$	30,328

Equity Incentive Plans and Stock-based Compensation - Significant Assumptions (Details) - Options - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	105.20%	90.70%
Expected volatility, maximum	110.40%	94.20%
Expected dividend rate	0.00%	0.00%
Risk free interest rate, minimum	1.70%	0.50%
Risk free interest rate, maximum	4.40%	1.40%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 3 months 18 days	5 years 6 months
Stock price (in dollars per share)	$ 1.74	$ 5.07
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
Stock price (in dollars per share)	$ 4.72	$ 11.16

Significant Accounting Policies - Useful Lives (Details)	12 Months Ended
	Dec. 31, 2022
Prototype equipment
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Computer hardware
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Minimum \| Laboratory equipment
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Minimum \| Office equipment
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Maximum \| Laboratory equipment
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years
Maximum \| Office equipment
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years

Basic and Diluted Net Loss per Share

12 Months Ended

Dec. 31, 2022

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 years ended December 31, 2022 and 2021:


(in thousands, except share and per share data)	Year Ended December 31, 2022		Year Ended December 31, 2021
Numerator:
Net loss attributable to common stockholders	$	(57,924)	$	(50,315)
Denominator:
Weighted average common shares outstanding	124,589,555		84,481,251
Less: Weighted-average unvested restricted shares and shares subject to repurchase	—		(17,170)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted	124,589,555		84,464,081
Net loss per share attributable to common stockholders, basic and diluted:	$	(0.46)	(0.60)

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 (as described in 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.


	Year Ended December 31, 2022	Year Ended December 31, 2021
Options to purchase common stock	11,485,443	8,550,076
Employee stock purchase plan	63,246	59,085
Total potentially dilutive common share equivalents	11,548,689	8,609,161

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Seattle, Washington

Significant Accounting Policies (Details)	12 Months Ended
Significant Accounting Policies (Details)	Dec. 31, 2022 USD ($) Segment	Dec. 31, 2021 USD ($)
Accounting Policies [Abstract]
Number of operating segments	1
Number of reportable segments	1
Impairment of long-lived assets \| $	$ 0	$ 0

Equity Incentive Plans and Stock-based Compensation - Narrative (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jun. 09, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved (in shares)	31,172,221	24,276,439
Intrinsic value of options exercised \| $	$ 1.2	$ 1.7
Recapitalization exchange ratio	3.6281		3.6281
Weighted average grant date fair value (in dollars per share) \| $ / shares	$ 2.98	$ 6.83
Unrecognized compensation expense \| $	$ 25.1
Unrecognized compensation expense, period for recognition	2 years 6 months
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options available for grant (in shares)	17,298,043	14,481,463
Additional shares authorized (in shares)	18,672,200
Percentage of outstanding stock maximum	5.00%
Award expiration period	10 years
2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options available for grant (in shares)	2,388,735	1,244,900
Additional shares authorized (in shares)	3,734,500
Percentage of outstanding stock maximum	1.00%
Common stock purchased (in shares)	99,195
2017 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved (in shares)	7,106,767
Employee stock purchase plan \| 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase price of common stock, percent	85.00%

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

The consolidated financial statements and accompanying notes were 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. The accompanying financial statements are consolidated for the years ended December 31, 2022 and 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 intercompany transactions and balances have been eliminated upon consolidation. The Company’s reporting currency is the U.S. dollar.

Reclassifications

Certain prior period amounts were reclassified to conform to the current year presentation of other income (expense).

Use of Estimates

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 to perform as contracted.

Segment Reporting

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

Other-than-temporary Impairment

statement of operations and consolidated statement of comprehensive loss. No such adjustments were necessary during the periods presented.

Fair Value of Financial Instruments

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Property and Equipment, net

Useful lives assigned to property and equipment are as follows:


Laboratory equipment			3 years to 5 years
Prototype equipment			3 years
Computer hardware			3 years
Furniture and fixtures			3 years
Office equipment			3 years to 5 years
Leasehold improvements			Shorter of estimated useful life or remaining lease term

Maintenance and repairs are charged to operating expense in the period incurred.

Impairment of Long-Lived Assets

Leases

Income Taxes

Research and Development

Costs for research and development activities are expensed in the period in which they are incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation and amortization, external costs of vendors engaged to conduct research and development activities.As part of the process of preparing its financial statements, the Company estimates its accrued expenses. This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of services performed and the associated cost incurred for services for which the Company has not yet been invoiced or otherwise notified of the actual cost. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The Company makes estimates of its accrued expenses at the end of each reporting period based on the facts and circumstances known to the Company at that time. The significant estimates in the Company’s accrued research and development expenses relate to expenses incurred with respect to academic research centers and other vendors in connection with research and development activities for which the Company has not yet been invoiced.

Fair Value of Common Stock

Stock-based Compensation

The Company calculates the expected term as the mid-point between the requisite service period and the contractual term of the award.

Comprehensive loss

Net Loss per Share Attributable to Common Stockholders

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock, common stock subject to repurchase, stock options and common stock warrants are considered to be potentially dilutive securities. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities as the redeemable convertible preferred stock and early exercised stock options are considered to be participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s redeemable convertible preferred stock does not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. Since the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods.

Accounting Pronouncements

Recently Adopted Accounting Standards

Recently Issued Accounting Pronouncements

Common Stock - Common Stock Reserved for Future Issuance (Details) - shares	Dec. 31, 2022	Dec. 31, 2021	Jun. 09, 2021
Class of Stock [Line Items]
Stock options issued and outstanding (in shares)	11,485,443	8,550,076	7,106,767
Total shares of common stock reserved (in shares)	31,172,221	24,276,439
2021 Equity Incentive Plan
Class of Stock [Line Items]
Shares available for grant (in shares)	17,298,043	14,481,463
2021 Employee Stock Purchase Plan
Class of Stock [Line Items]
Shares available for grant (in shares)	2,388,735	1,244,900

Equity Incentive Plans and Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Significant Assumptions

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


	Year Ended December 31, 2022	Year Ended December 31, 2021
Expected term (in years)	5.3 - 6.1	5.5 - 6.6
Expected volatility	105.2% - 110.4%	90.7% - 94.2%
Expected dividend rate	0.0%	0.0%
Risk free interest rate	1.7% - 4.4%	0.5% - 1.4%
Stock price	$1.74 - $4.72	$5.07 - $11.16

Schedule of Stock Option Activity

The following table summarizes option award activity during the year ended December 31, 2022:


	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, 2021	8,550,076	$	4.66


Granted	4,677,363	$	3.59
Exercised	(463,207)	$	0.71
Forfeited	(1,278,789)	$	6.95
Outstanding as of December 31, 2022	11,485,443	$	4.12	8.3	$	3,681
Options vested and expected to vest as of December 31, 2022	11,485,443	$	4.12
Vested and exercisable at December 31, 2022	4,167,416	$	3.85	7.6	$	2,545

Schedule of Stock Based Compensation Expense

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


(in thousands)	Year Ended December 31, 2022		Year Ended December 31, 2021
Research and development	$	3,840	$	2,913
General and administrative	6,540		5,021
Total stock-based compensation expense	$	10,380	$	7,934

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Research and development	$ 37,672	$ 29,352
General and administrative	25,946	21,146
Total operating expenses	63,618	50,498
Other income (expense):
Interest income	5,816	329
Other expense	(122)	(146)
Total other income	5,694	183
Net loss	$ (57,924)	$ (50,315)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.46)	$ (0.60)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.46)	$ (0.60)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	124,589,555	84,464,081
Weighted average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	124,589,555	84,464,081

Equity Incentive Plans and Stock-based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Number of Stock Option Awards
Outstanding, beginning balance (in shares) \| shares	8,550,076
Granted (in shares) \| shares	4,677,363
Exercised (in shares) \| shares	(463,207)
Forfeited (in shares) \| shares	(1,278,789)
Outstanding, ending balance (in shares) \| shares	11,485,443
Options vested and expected to vest (in shares) \| shares	11,485,443
Vested and exercisable (in shares) \| shares	4,167,416
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 4.66
Granted (in dollars per share) \| $ / shares	3.59
Exercised (in dollars per share) \| $ / shares	0.71
Forfeited (in dollars per share) \| $ / shares	6.95
Outstanding, ending balance (in dollars per share) \| $ / shares	4.12
Options vested and expected to vest (in dollars per share) \| $ / shares	4.12
Vested and exercisable (in dollars per share) \| $ / shares	$ 3.85
Options outstanding, weighted average remaining contractual life	8 years 3 months 18 days
Vested and exercisable, weighted average remaining contractual life	7 years 7 months 6 days
Options outstanding, aggregate intrinsic value \| $	$ 3,681
Vested and exercisable, aggregate intrinsic value \| $	$ 2,545

Redeemable Convertible Preferred Stock - Narrative (Details)	Dec. 31, 2022 shares
Temporary Equity [Abstract]
Redeemable convertible preferred stock, shares issued (in shares)	0
Redeemable convertible preferred stock, shares outstanding (in shares)	0

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2022	Aug. 31, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Open purchase commitment		$ 1,700
Term of contract					7 years
Total minimum lease payments		42,999			$ 4,500
Operating lease, noncash adjustment	$ 3,300
Cash paid for lease liabilities included in operating activities		$ 3,900	$ 1,800
Weighted average remaining lease term		8 years 2 months 8 days
Weighted average discount rate		8.82%
Letters of credit			800	$ 100		$ 600
San Carlos
Lessee, Lease, Description [Line Items]
Tenant improvement financing		$ 800
Interest rate on financing for tenant improvements		7.00%
San Carlos \| Maximum
Lessee, Lease, Description [Line Items]
Tenant improvement financing			$ 2,000
San Diego
Lessee, Lease, Description [Line Items]
Term of contract				39 months
Total minimum lease payments				$ 2,100
October 2021 to October 2031
Lessee, Lease, Description [Line Items]
Term of contract						10 years
Total minimum lease payments						$ 40,700
February 2021 to October 2021
Lessee, Lease, Description [Line Items]
Total minimum lease payments						$ 1,200
October 2022 to October 2031
Lessee, Lease, Description [Line Items]
Term of contract			9 years
Total minimum lease payments			$ 7,200
Lease term with option to terminate			5 years