SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Nautilus Biotechnology, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
63909J 108
(CUSIP Number)
Alexander Rakitin
Perceptive Advisors LLC
51 Astor Place, 10th Floor
New York, NY 10003
(646) 205-5340
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 15, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 63909J 108
| 1. |
Names of Reporting Persons.
Perceptive Advisors LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
12,594,211 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
12,594,211 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,594,211 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
10.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
IA | |||||
CUSIP No. 63909J 108
| 1. |
Names of Reporting Persons.
Joseph Edelman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
12,594,211 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
12,594,211 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,594,211 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
10.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
CUSIP No. 63909J 108
| 1. |
Names of Reporting Persons.
Perceptive Life Sciences Master Fund, Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
12,428,351 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
12,428,351 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,428,351 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
9.9% | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is amended and supplemented as follows:
The shares of Common Stock received in the Distributions (as defined below) were the result of the Master Fund’s and the Co-Investment Fund’s (as defined below) investment in the Sponsor (as defined below). The source of the funds for the acquisition of the Common Stock reported on this Schedule 13D was working capital of the Master Fund and the Co-Investment Fund.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is amended and supplemented as follows:
| (a) | The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 124,945,744 outstanding shares of Common Stock as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2023. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. |
| (c) | In connection with and pursuant to a liquidating distribution by ARYA Sciences Holdings III (the “Sponsor”) on November 15, 2023 (the “Sponsor Distribution”), the Master Fund received 3,317,200 shares of Common Stock and Perceptive SP(B), L.P. (the “Co-Investment Fund”) received 829,300 shares of Common Stock. In connection with and pursuant to a distribution by the Co-Investment Fund of all of the shares of Common Stock it received in the Sponsor Distribution (the “Co-Invest Distribution” and together with the Sponsor Distribution, the “Distributions”), which immediately followed the Sponsor Distribution, Mr. Edelman received 165,860 shares of Common Stock, which are held by C2 Life Sciences LLC. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 16, 2023
PERCEPTIVE ADVISORS LLC
| By: | /s/ Joseph Edelman | |
| Name: Joseph Edelman | ||
| Title: Managing Member |
| /s/ Joseph Edelman |
| JOSEPH EDELMAN |
PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
| By: | Perceptive Advisors LLC | |
| By: | /s/ Joseph Edelman | |
| Name: Joseph Edelman | ||
| Title: Managing Member | ||